Your directors present the 14^thAnnual Report of your
Company along with the Financial Statements for the
year ended 31^st March, 2024.

Financial Highlights-

Appropriations:

The Company proposes to retain an amount of
Rs. 87,463.76 and not recommending dividend on
equity shares. The Profit has been retained for future
expansion of the company.

Material changes and commitments after the end of
financial year:

There have been no material changes and
commitments, if any, affecting the financial position
of the Company, which have occurred between the end
of the financial year and date of the report

Issue of Shares

• The Company has not granted any Employees
Stock Option.

• The Company has not issued any sweat Equity
Shares.

• The Company has not issued any equity shares with
differential rights.

Particulars of loans, guarantees or investment:

The Particulars of Loan given, Investment made,
Guarantees given and securities provided along with
the purpose for which the loan or guarantee or security
is proposed to be utilised by the recipient are provided
in the financial statement.

Energy Conservation, Technology Absorption,
Foreign Exchange Earnings & Outgo:

Details of energy conservation are not applicable to the
company, no technology has been absorbed or
imported by the company and Foreign Exchange
earning & outgo is NIL.

Deposits:

The Company has not accepted any public deposits
and, as such, no amount on account of principal or
interest on public deposits was outstanding as on the
date of the balance sheet.

Directors:

As per the provisions of the Companies Act, 2013, and
the Articles of Association, Mr. Gopal Agarwal is liable
to retire by rotation at the 14^thAnnual General Meeting.
Mr. Gopal Agarwal as confirmed him eligibility and
willingness to accept the office of Directorship of your
Company, if appointed. In the opinion of your
Directors, Mr. Gopal Agarwal h has the requisite
qualifications and experience which would be of value
to your Company and would enable him to contribute
to the Company in his capacity as the Director of the
Company.

The Board recommends that the resolution relating to
the re-appointment as Director of Mr. Gopal Agarwal as
Director of your Company be approved.

None of the Directors or Key Managerial Personnel has
any pecuniary relationships or transactions with the
Company, other than salaries, commission, sitting fees.
Declaration given by Independent Directors:

All Independent Directors have given declarations
under Section 149(7) of the Companies Act, 2013, that
they meet the criteria of independence as provided
under Section 149(6) of the Companies Act, 2013 and
SEBI (Listing Obligation and Disclosure Requirements)
Regulations,2015.

Familiarisation programme for Independent
Directors:

The Company's familiarisation program for
Independent Directors provides training at the time of
joining to enable them to understand the operations,
business and other details of the Company. The
Independent Directors are regularly briefed on the
developments that are taking place in the Company
and its operations, etc.

Number of meetings of the Board:

The Board meets at regular intervals to review the
Company's businesses and discuss its strategy and
plans. A tentative annual calendar of the meetings is
circulated to the Directors in advance to enable them to
plan their schedule and to ensure effective
participation.

During the year, Six board meetings were convened
and held. The maximum interval between the meetings
did not exceed the period prescribed under the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015

Committees of the Board:

The details of the composition of the Board and its
Committees and of the meetings held and attendance
of the Directors at such meetings are provided in the
"Report on Corporate Governance".

Currently, the Board has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Directors' Responsibility Statement:

To the best of their knowledge and belief and according
to the information and explanations obtained, your
Directors make the following statements in terms of
Section 134(3)(C) of the Companies Act, 2013:

(i) That in the preparation of annual financial
statements for the year ended 31^st March, 2024, the
applicable accounting standards have been followed
along with proper explanations relating to material
departures, if any;

(ii) That such accounting policies have been
selected and applied consistently and judgements and
estimates that are reasonable and prudent have been
made so as to give a true and fair view of the state of
affairs of the Company as of 31^st March, 2024 and of the
profit of the Company for that year;

(iii) That proper and sufficient care has been taken
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;

(iv) That the annual financial statements have been
prepared on a 'going concern' basis.

(v) That proper internal financial controls are in
place and that the financial controls are adequate and
are operating effectively.

(vi) Those systems to ensure compliance with the
provisions of all applicable laws are in place and that
such systems are adequate and are operating
effectively.

Management Discussion & Analysis Report and
Report on Corporate Governance:

As per SEBI (Listing Obligation and Disclosure
Requirement) Regulation,2015withthe Bombay Stock
Exchange Limited, the Corporate Governance Report
and the Management Discussion and Analysis Report
are annexed and form part of the Directors' Report
(Annexure '1'& '2' respectively).

Certificate dated 24^thJuly,2024 from a Practicing
Company Secretary Sanu Agarwal (M.No. A43827 COP
26904) Corporate Governance as stipulated in as per
SEBI (Listing Obligation and Disclosure Requirement)
Regulation,2015withthe Stock Exchange is annexed to
this Report (Annexure '1') UDIN: A043827F000817589

The Board has, on recommendation of the Nomination
and Remuneration Committee formulated a policy for
selection and appointment of Directors, senior
Managements and their remuneration. The details of
the said policy are stated in the Corporate Governance
Report. (Annexure 3)

Annual Evaluation of Performance by the Board:

Pursuant to the provisions of the Companies Act, 2013
and SEBI (Listing Obligation and Disclosure
Requirement) Regulation 2015, the Board has carried
out an evaluation of its own performance, the directors
individually as well as the evaluation of the working of
its Audit Committee and Nomination and
Remuneration Committee. The manner in which the
evaluation has been carried out is mentioned in the
Corporate Governance Report.

Related Party Transaction:

All Related Party Transactions that were entered into
during the financial year were on arm's length basis and
were in the ordinary course of business. There are no
materially significant related party transactions made
by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have
potential conflict with interest of the Company at large.

Corporate Social Responsibility:

Pursuant to clause (o) of sub-section (3) of Section 134
of the Act and Rule 9 of the Companies (Corporate
Social Responsibility) Rules, 2014.

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

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated
employees of the Company. The Code requires
preclearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares 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 Policy is hosted on
Companies Website www.adhirajdistributors.com.

The Company has a Code of Conduct which is
applicable to directors and management personnel of
the Company. The Company believes in conducting
business in accordance with the highest standards of
business ethics and complying with applicable laws,
rules and regulations.

The Code lays down the standard procedure of business
conduct which is expected to be followed by the
directors and management personnel in their business
dealings and in particular on matters relating integrity
in the work place, in business practices and complying
with applicable laws etc. The Policy is hosted on
Companies Website www.adhiraidistributors.com. A
declaration regarding Code of Conduct is signed by the
Managing Director of the Company and enclosed in
Corporate Governance Report.

Vigil Mechanism/Whistle Blower Policy

As per Section 177(10) of the Companies Act, 2013 read
with Rule 7 of Companies (Meetings of Board and its
Powers) Rules, 2014, the Company has established an
effective vigil mechanism named Whistle Blower Policy
("the Policy") which is also in conformity with the
Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, with a
view to provide a mechanism for Directors and
Employees of the Company inter alia to raise genuine
concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any
financial statements and reports, etc. The Company
encourages its employees to use the mechanism and
has made provision for direct access to the Chairman of
the Audit Committee in appropriate and exceptional
cases. Adequate safeguards against victimization of
the persons who use such mechanism are provided in
the policy. The policy is posted on the website 0fthe
Company www.adhirajdistributors.com.

Disclosure under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has in place a policy for prevention of
sexual harassment in accordance with the
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act,
2013. 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.

The Company did not receive any complaint during the
year 2023-24.

Internal Financial Control

The Company has in place adequate internal financial
controls with reference to financial statements. During
the year, such controls were tested and no reportable
material weaknesses in the design or operation were
observed.

Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies
Act, 2013, an extract of the Annual Return in form MGT-
9 is annexed herewith as "Annexure 4"

Details pertaining to remuneration as required under
section 197(12) of the Companies Act, 2013 read with
rule 5(1) of the companies (appointment and
remuneration of managerial personnel) rules, 2014.

i. The percentage increase in remuneration of each
Director, Chief Financial Officer and Company
Secretary during the financial year 2023-24, ratio of
the remuneration of each Director to the median
remuneration of the employees of the Company for
the financial year 2023-24 and the comparison of
remuneration of each Key Managerial Personnel
(KMP) against the performance of the Company are
as under:

ii. There is no change in remuneration of Managing
Director. The performance of the Company Increases
to Rs. 14.25 Lacs in 23-24 (11.28 Lacs in 2022-23). The
key parameters for the variable component of
remuneration availed by the directors are considered
by the Board of Directors based on the
recommendations of the Nomination and
Remuneration Committee as per the Remuneration
Policy for Directors, Key Managerial Personnel and
other Employees.

The ratio of the remuneration of the highest paid
director to that of the employees who are not directors
but receive remuneration in excess of the highest paid
director during the year.

It is hereby affirmed that the remuneration paid is as
per the Remuneration Policy for Directors, Key
Managerial Personnel and other Employees.

Statutory Auditors:

In compliance with the provisions of Section 139 and
other applicable provisions of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014
(including any statutory modification (s)/ re-
enactment(s)/ amendment(s) thereof, for the time
being in force), M/s A Daruka & Co, Chartered
Accountants (FRN-333378E), were appointed as
Statutory Auditors at the 13^th Annual General Meeting
of the Company held on 26^th September 2023 to hold
office for the term of five (5) consecutive years from the
conclusion of the 13^th General Meeting until the
conclusion of the 18th Annual General Meeting of the
Company. M/s A Daruka & Co, Chartered Accountants
(FRN-333378E) resigned from the post of auditors of the
Company and expressed their inability due to their pre¬
occupation in other assignments, they are not in a
position to devote time to the affairs of the company.
Your directors appointed on 6^th May 2024 M/s M K K
Agarwal & Associates, Chartered Accountants to fill the
casual vacancy. Now Your Company is required to
appoint a new auditor for the period from financial year
24-25 to 28-29. The Company has received a letter from
Auditors M/s to M/s Vinay Naveen and Co. with FRN
009188C to the effect that their appointment was
within the prescribed limits under section 139(1) of the
Companies Act, 2013 and that they are not disqualified
within the meaning of section 141 of the said Act

Your directors propose to appoint M/ to M/s Vinay
Naveen and Co. Chartered Accountant with FRN
009188C) as statutory auditors for a period of five years
in this AGM

Secretarial Auditors:

In accordance with Section 204 of the Companies Act,
2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed Mrs. Sanu Agarwal,
Company Secretaries, (ACS No. 43827 and CP No.
26904) to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report for the financial
year 2023-24 is set out in the Annexure '5' to this
Report.

Risk Management Policy

Pursuant to section 134(3) (n) of the Companies Act,
2013, the Board of directors of the Company has
adopted a Risk Management Policy of the Company.
The Company manages monitors and reports on the
principal risks and uncertainties that can impact its
ability to achieve its strategic objectives.

Acknowledgements:

Your Directors wish to place on record their sincere
appreciation for the continuous support and co¬
operation received from customers, dealers, suppliers,
financial institutions and others in successfully
conducting the Company's business operations. Your
Directors also wish to place on record their deep sense
of appreciation for the commitment and dedicated
service of the Company's employees. Your Directors
also acknowledge with gratitude the encouragement
and support extended by our valued shareholders.

On behalf of the Board of Directors,

For Adhiraj Distributors Limited

Report on Corporate Governance

(As required under SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015).

1 Company’s Philosophy on Corporate Governance

Your Company continues to maintain its industry
leadership, by pursuing excellence in everything it does
including standards of business conduct. The
Company's philosophy on Corporate Governance
emanates from principles of ethical governance and is
aimed at conduction of business in an efficient and
transparent manner and in meeting its obligations to
shareholders and other stakeholders. This objective is
achieved by adopting corporate practices based on
principles of transparency, accountability, fairness and
integrity to create long term sustainable value for all its
stakeholders.

In doing so, Your Company strives to adhere the
following Values viz: Customer Satisfaction,
Profitability, Responsibility, Integrity, Excellence, and
Sincerity.

Board of Directors

The present strength of the Board is Four Directors. The
Board comprises of one Executive Director and Three
Non-Executive Directors. Out of the Three Non¬
Executive Directors, Two is Independent Director. The

Sd/-

Mrs.Sweety Choudhary
Company Secretary
Date: 30^th May, 2024

Chairman of the Board of Directors is a Non-Executive
Director.

During the year 2023-2024, Six Board meetings were
held. The dates on which the said meetings were held
were as follows: 30^th May, 2023, 2^nd September 2023,
26^th September 2023, 13^th November 2023,
29^th January2024, 26^th March 2024

Details of attendance of each Director at the Board
Meetings, the last AGM, and Directorships held by
them in other Indian Companies and committee
member ships are as follows:

* Directorship means Directorship of other Indian Public Companies and Committee memberships includes only
Audit Committee and Stakeholders Relationship Committee of Public Limited Companies (Whether Listed or Not).

None of the Directors of the Company were members of more than 10 Committees nor acted as the Chairman of
more than five Committees a cross all companies in India, in which he/she is a Director.

CORE SKILLS/EXPERTISE/COMPETENCIES OF THE BOARD OF DIRECTORS OF THE COMPANY

Based on the recommendations of the Nomination and Remuneration Committee, a matrix setting out the core skills/
expertise/competencies identified by the Board of Directors in the context of the Company's business and sector(s)
as required for its effective functioning and those actually available with the Board is given below.

Skills identified by the Board

• Industry knowledge & experience

• Business Experience

• Financial Expertise

• Understanding the laws, rules, regulations & policies

• Experience in policy shaping & industry promotion

• Managerial & entrepreneur skills

• Leadership skills

• Legal & Corporate Governance

Training to Board Members:

The Board is equipped to perform its role through inputs from various sources from time to time. Directors are fully
briefed on all matters concerning the business and operation of the Company, risk assessment and minimization
procedures and new initiatives proposed by the Company. The Board members regularly interact with the
management in order to obtain any information that they may require.

Evaluation of Board's performance

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its
Committees and individual Directors, including the Chairman of the Board. The exercise 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, attendance of the meetings,
governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors
including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings
and independent judgment.

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

Separate Board Meeting of Independent Director:

Meeting of the Independent Directors was held during the year on 26.03.2024. All the independent Directors have
attended the meeting.

Mrs. Kriti Agarwal was the Chairman of the meeting

Declaration by Managing Director:

I hereby confirm that:

The Company has obtained from all the members of the Board and Senior Management, affirmation that they have
complied with the code of business conduct and ethics for directors and senior management in respect of the
Financial Year 2023-24.

Sd/-

Mrs Sweety Choudhary
Company Secretary
Date: 30th May 2024