Your directors have the privilege of presenting their 31st (Thirty-first) Annual Report and the Audited Statements of Accounts forthe Financial Year ended March 31,2025, of your Company.
Particulars
For theyear endedon March31, 2025
For theyear endedon March31, 2024
Revenue from Operations(Net)
109.32
103.46
Other Income
--
Total Income
Total Expenditure
87.28
29.37
Profit / (Loss) before Tax
22.04
74.09
(Less) : Tax expense
5.55
18.52
Profit/Loss for the year
16.49
55.57
Total Comprehensive Income
51.73
228.74
Earnings Per Share
0.37
1.29
*The financial statements comply in all the material aspects withthe Indian Accounting Standards (IND AS) notified under Section133 of the Companies Act, 2013 read with the Companies (IndianAccounting Standards) Rules, 2015 and other relevant provisions ofthe Companies Act, 2013.
The Company's revenues from operations increased to' 109.32 Lakh in the year 2024-25 from ' 103.46 Lakh in theyear 2023-24 showing growth of 5.66 % compared to theprevious year, impacting to the profit of ' 16.49 Lakh in thepresent fiscal year in comparison to profit of ' 55.57 Lakh inthe financial year 2023-24.
However, your directors are expecting to achieve betterresults in the coming years.
In order to align objects, brand and business activities ofthe Company, the board of directors through passing ofboard resolution dated April 10, 2025 approved to changethe name of the company from "Adinath Exim ResourcesLimited" to "Trustedge Capital Limited".
Further, by passing of Special Resolution in the 01/2025-26Extra Ordinary General Meeting of the shareholders of theCompany held on May 09, 2025, the shareholders approvedthe change in the name of the Company.
Thereafter post filing of necessary e-forms, the name ofthe Company was changed from "Adinath Exim ResourcesLimited" to "Trustedge Capital Limited" consequent uponreceipt of Certificate of Incorporation issued by Ministry ofCorporate Affairs dated June 02, 2025.
The Company, being an NBFC registered with Reserve Bankof India ("RBI"), the Company has received No Objection fromRBI for change of name of the Company to Trustedge CapitalLimited on June 3,2025 post which the application forgetting fresh Certificate of Registration was also submittedby the Company and the said fresh Certificate of Registrationfrom RBI is awaited as on the date of signing of this Report.
The Company, being listed on Bombay Stock Exchange("BSE"), received notice from BSE dated June 20, 2025 forchanging the name of the company on BSE along withchange in scrip ID: TRUSTEDGE with effect from June 26, 2025.
In order to conserve and plough back the resources, yourdirectors have not recommended any dividend for the yearon equity shares of the company.
During the Year under review, your Company has notchanged its nature of business.
The Board has recommended transferring ' 3.30 Lakhsto Statutory Reserves and an amount of ' 1360.84 Lakh isretained as surplus in the Statement of Profit and Loss ofStandalone financials.
As on March 31, 2025, the Share Capital structure of the Company stands as under:
No of Shares
Amount
Authorized Share Capital
Equity Shares of ' 10/- each
55,00,000
5,50,00,000
Total
Issued and Subscribed Capital
52,15,400 (As at 31st March, 2024: 52,15,400); Ordinary Equity shares of par value of' 10/- each
52,15,400
52,154,000
Cancellation of originally 8,96,300 Forfeited Equity Shares in FY 1999-00*
8,96,300
(89,63,000)
Preferential allotment of 6,49,500 Equity shares of ' 10/- each fully paid up (refernote below)**
6,49,500
64,95,000
49,68,600
4,96,86,000
Paid up Share Capital
43,19,100 (As at 31st March, 2024: 43,19,100); Ordinary Equity shares of par value of' 10/- each
43,19,100
4,31,91,000
*The Board of Directors on recommendation of Stakeholder Relationship Committee at its meeting held on January 2, 2025 approved the transfer of' 44,81,500 (Rupees Forty Four Lakhs Eighty One Thousand Five Hundred) lying in the Share Forfeiture Account to the Capital Reserve Account andnecessary entries in the Books of Accounts of the Company were passed.
**The Board of Directors of the Company in their meeting held on December 10, 2024 approved issue and allotment of up to 6,49,500 Equity Shareson a preferential basis in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement)Regulations, 2018 ("SEBI ICDR Regulations”), as amended, and other applicable laws, at an issue price of ' 40/- per share (Including premium of ' 30/-per share), subject to the approval of regulatory/ statutory authorities and the shareholders of the Company. The Shareholders of the Company haveapproved the said Issue and Allotment vide Postal Ballot dated January 9, 2025. Further, the Company had received In-Principal approval from BSELimited for the Issue of Equity Shares vide their letter dated January 20, 2025 and upon receipt of the Share Application money from the proposedAllottees, the Board of Directors at their meeting held on January 30, 2025 had allotted the said Equity Shares. The newly issued Equity Shares shallrank pari passu with the existing Equity Shares of the Company.
The members of the Company had approved to increasein the Authorized Share Capital of the Company from' 5,50,00,000/- (Rupees Five Crores Fifty Lakhs Only) dividedinto 55,00,000 (Fifty-Five Lakhs) Equity Shares of' 10/- (RupeesTen Only) each to ' 7,00,00,000/- (Rupees Seven Crores Only)divided into 70,00,000 (Seventy Lakhs) Equity Shares of ' 10/-(Rupees Ten Only) each and thereby consequent alteration tothe existing Clause V of the Memorandum of Association ofthe Company, subject to such regulatory/statutory approvalsas may be required by passing of resolution at the 01/2025-26 Extra Ordinary General Meeting of the Company held onMay 9, 2025 through VC/OAVM.
In the ensuing Annual General Meeting, it is proposed toincrease the authorized share capital from ' 7,00,00,000/-(Rupees Seven Crores Only) divided into 70,00,000 (SeventyLakhs) Equity Shares of ' 10/- (Rupees Ten Only) each to' 15,00,00,000/-(Rupees Fifteen Crores Only) divided into
1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of ' 10/-(Rupees Ten Only) each and thereby consequent alteration tothe existing Clause V of the Memorandum of Association ofthe Company, subject to such regulatory/statutory approvalsas may be required.
The Board of Directors of the Company in their meetingheld on April 10, 2025 approved issue and allotment of up to8,85,000 Equity Shares on a preferential basis to the Allotteesbelonging to Promoters Group in accordance with Chapter Vof the Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirement) Regulations, 2018 ("SEBI ICDRRegulations”), as amended, and other applicable laws, at anissue price of ' 57/- per share (Including premium of ' 47/- pershare),which was subsequently approved by the members ofthe company by passing of resolution at the 01/2025-26 ExtraOrdinary General Meeting of the Company held on May 9,2025 through VC/OAVM post which the promoters groupwas allotted shares on June 3, 2025 and requisite listing andtrading approval of the shares allotted were received fromthe Bombay Stock Exchange("BSE”).
The members of the Company had approved to adopt"Trustedge Employee Stock Option Scheme 2025' ("TEDGEESOS 2025"/ "Scheme"), which is in accordance with theSecurities and Exchange Board of India (Share BasedEmployee Benefits and Sweat Equity) Regulations, 2021("SBEB Regulations"), subject to such regulatory/statutoryapprovals as may be required, by passing of resolution at the01/2025-26 Extra Ordinary General Meeting of the Companyheld on May 9, 2025 through VC/OAVM. In-principle approvalfrom BSE is awaited.
During the year under review, except as mentioned abovethe Company has neither issued shares with differentialrights as to dividend, voting or otherwise nor issued shares(including sweat equity shares) to the employees or Directorsof the Company, under any Scheme. The Company has notissued any convertible instrument during the year.
Depository System:
As the members are aware, the Company's Equity sharesare compulsorily tradable in electronic form. As onMarch 31, 2025, 78.34% of the Company's total paid-upequity capital representing 38,92,300 Equity shares is indematerialized form.
The SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015 mandate that the transfer, excepttransmission and transposition, of securities shall be carriedout in dematerialized form only with effect from April 01,2019. In view of the numerous advantages offered by theDepository system as well as to avoid frauds, membersholding shares in physical mode are advised to avail of thefacility of dematerialization from either of the depositories.The Company has, directly as well as through its RTA, sentintimation to shareholders who are holding shares in physicalform, advising them to get the shares dematerialized.
During the year, Company has not issued any equity shareswith differential rights or any sweat equity shares.
Board Meetings:
The Board of Directors met Nine (09) times during thefinancial year, and the details of the meeting are as follows:
Sr.
No.
Date of Meeting
Attendance of Directors
1.
May 06, 2024
All directors were present
2.
July 11,2024
3.
August 09, 2024
4.
October 25, 2024
5.
December 10, 2024
6.
January 02, 2025
7.
January 30, 2025
8.
February 03, 2025
9.
March 31,2025
The intervening gap between the meetings was within theperiod prescribed under the Companies Act, 2013.
Further, during the year, the Board of the Directors of theCompany had passed resolutions by way of passing ofresolution by Circulation dated February 12, 2025.
As per Schedule IV of the Companies Act, 2013, aseparate meeting of Independent Directors without theattendance of Non- Independent Directors was held onFebruary 3, 2025 to discuss the agenda items as requiredunder the Companies Act, 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015. TheIndependent Directors reviewed the performance of non¬independent directors and the Board as whole, reviewed theperformance of the Chairperson of the Company taking intoaccount the views of executive and non-executive directorsand assessed the quality, quantity and timeliness of flowof information between the Company Management andthe Board that is necessary for the Board to effectively andreasonably perform their duties. The Independent Directorsexpressed their satisfaction with overall functioning andimplementations of their suggestions.
The Audit Committee met Six (06) times during the financialyear, and the details of the meeting are as follows:
Date of CommitteeMeeting
Attendance of Chairman/Member
Chairman & all otherMembers were present.
5
The Nomination & Remuneration Committee met Five (05)times during the financial year, and the details of the meetingare as follows:
The Stakeholder Relationship Committee met Four (4) timesduring the financial year, and the details of the meetingare as follows:
Chairman & all otherMembers were present
June 17, 2024
September 27, 2024
4
The composition of Audit Committee, Nomination &Remuneration Committee and Stakeholder RelationshipCommittee as on March 31, 2025, are as follows:
Name
Chairman/Member
Mr. Ketanbhai Harsukhlal Sanghvi
Chairman
Ms. Shaily Jatin Dedhia
Member
Mr. Manoj Shantilal Savla
Your Company has complied with the various requirementsprescribed under the Master Direction - Reserve Bank of India(Non-Banking Financial Company - Scale Based Regulation)Directions, 2023 and the Company is categorised as a Base-layer NBFC, considering it does not avail public funds.
The Company continues to comply with the Master Direction
- Reserve Bank of India (Non-Banking Financial Company
- Scale Based Regulation) Directions, 2023 and all theapplicable laws, regulations, guidelines, etc. prescribed byRBI from time to time.
Corporate Governance:
Pursuant to Regulation 15 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements)Regulations, 2015 ['SEBI (LODR)'], Corporate Governanceprovisions as specified is not applicable to the Company,since the paid-up share capital of the company and the networth is below the threshold limits prescribed under SEBI(LODR) Regulations, 2015, amended from time to time, i.e. 10crore and 25 crore respectively as on March 31, 2025.
In terms of Regulation 34(e) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, ManagementDiscussion and Analysis is set out in the Annual Reportas [Annexure- A].
During the year under review, the Company does not haveany Subsidiaries, Joint Venture and Associates.
In terms of Sections 73 and 74 of the Companies Act, 2013read with the Companies (Acceptance of Deposits) Rules,2014, during the financial year, your Company has notaccepted any public deposits, or no amount of principal orinterest was outstanding as on date of the Balance Sheet.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTINGFINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT:
There are no material changes and commitments, affectingthe financial position of the company which have beenoccurred between the end of the financial year i.e. March31, 2025 and till the date of signing of the directors' reportexcept as stated specifically in this Report.
The Compliance function of the Company is responsible forindependently ensuring that operating and business unitscomply with the regulatory and internal guidelines. TheCompliance Department of the Company continues to playa pivotal role in ensuring the implementation of compliancefunctions in accordance with the directives issued by theRegulators, the Board of Directors and the Company'sCompliance Policy.
The Audit Committee reviews the performance of theCompliance Department and the status of compliance withthe regulatory or internal guidelines on a periodic basis.New instructions and guidelines issued by the regulatoryauthorities were disseminated across the Company to ensurethat the business and functional units functions with theboundaries set up by the regulators and that the compliancerisks are suitably monitored and mitigated in course of theiractivities and processes.
15. POLICY ON APPOINTMENT AND REMUNERATION OFDIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIORMANAGEMENT OF THE COMPANY:
The current policy is to have an appropriate mix of executiveand independent directors to maintain the independenceof the Board and separate its functions of governance andmanagement. As on March 31, 2025, the Board consistsof Four (4) members, of whom (1) one is the Whole TimeDirector, (1) one is the Executive Director and (2) Two areIndependent Directors. The Board periodically evaluates theneed for a change in its composition and size.
The policy of the Company on directors' appointmentand remuneration, including criteria for determiningqualifications, positive attributes, independence of a directorand other matters provided under Sub Section (3) of Section178 of the Companies Act, 2013, adopted by the Board, isavailable on our website. We affirm that the remunerationpaid to the directors is as per the terms laid out in thenomination and remuneration policy of the Company.
The statement containing particulars of employees asrequired under section 197(12) of the Companies Act, 2013
read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 is givenin an Annexure and forms part of this report. In terms ofSection 136(1) of the Companies Act, 2013, the Report andAudited Accounts are being sent to the members excludingthe aforesaid Annexure. Any member interested in obtaininga copy of the Annexure may write to the Company Secretaryat the registered office of the Company for a copy of it.
The well-disciplined workforce which has served thecompany for more than three decades lies at the veryfoundation of the company's major achievements and shallwell continue for the years to come. The management hasalways carried out systematic appraisal of performance andimparted training at periodic intervals. The company hasalways recognized talent and has judiciously followed theprinciple of rewarding performance.
The Equity Shares of the Company are listed on BSE Limited(formerly the Bombay Stock Exchange Limited) with scripcode 532056. The Company confirms that the annual listingfees to the stock exchanges for the financial year 2024-25have been paid.
Mr. Manoj Shantilal Savla was re-appointed as ManagingDirector of the Company in the board meeting dated August
9, 2024 post which special resolution for his re-appointmentwas placed in the 30th Annual General Meeting held onSeptember 30, 2024. Pursuant to the Voting Results along withScrutinizer's Report submitted by the Company on October3, 2024, wherein the Resolution Number 03 (Re-appointmentof Mr. Manoj Shantilal Savla (DIN: 01529306), as the ManagingDirector (Promoter and Executive) of the Company) of theNotice of 30th Annual General Meeting was not passedand not declared as approved by the Shareholders. Due towhich Mr. Manoj Shantilal Savla (DIN - 01529306) ceased tobe Managing Director of the Company w.e.f September 30,2024 (date of 30th Annual General Meeting) and he continuedas a Director (Promoter) and Chairman of the Board of theCompany w.e.f September 30, 2024.
Mr. Manoj Savla was further re-designated as ManagingDirector for a period of 3 (Three) years with effect from April
10, 2025 in the board meeting held on April 10, 2025 postwhich approval of shareholders for his re-designation as aManaging Director was received by way of passing SpecialResolution in the 01/2025-26 Extra Ordinary General Meetingheld on May 9, 2025.
During the year under review, based on the recommendationof Nomination and Remuneration Committee and postgetting approval of shareholders by passing SpecialResolution by way of postal ballot having notice datedDecember 10, 2024, Mrs. Vidhi Shail Savla was appointedas Whole time Director-Key Managerial Personnel of theCompany with effect from October 25, 2024.
Further, based on the resignation letter received fromMrs. Vidhi Shail Savla (DIN: 09107866) from the office ofWhole Time Director-Key Managerial Personnel with effectfrom the close of business hours on May 26, 2025 she ceasedto be whole time Director of the Company.
Currently, She is continuing as a Director (Promoter andNon-Executive), liable to retire by rotation, with effectfrom May 27, 2025.
Independent Director:
During the year under review, Ms. Shivangi Irfanali Vakil(DIN - 07074084), Non-Executive Independent Directorof the Company cease to be the Independent Directoron the Board of the Company with effect from closingbusiness hours of February 12, 2025 due to completion ofher second consecutive term as an Independent Director ofthe Company. The Board recorded its appreciation for hervaluable guidance given during her tenure.
Further, based on the recommendation of Nomination andRemuneration Committee), and in terms of the provisionsof the Act, the Board of Directors had appointed Ms. ShailyJatin Dedhia (DIN: 08853685) as an Additional Director (Non¬Executive- Independent) of the Company effective fromMarch 31, 2025. Her appointment was further regularizedand she was appointed as the Independent Director (Non¬Executive) by the Shareholders of the Company at the01/2025-26 Extra-Ordinary General Meeting held on May 09,2025 for a period of 5 consecutive years.
Pursuant to the recommendation of the Nomination andRemuneration Committee, the Board at its meeting held onJuly 16, 2025 has approved the re-appointment of Mr. KetanHarsukhlal Sanghvi (DIN: 06531676) as a Non-ExecutiveIndependent Director of the Company for a second term offive years from November 04, 2025 to November 03, 2030,subject to the approval of shareholders at the ensuing 31stAnnual General Meeting of the Company to be held onTuesday, August 19, 2025.
The brief resume of Mr. Ketan Harsukhlal Sanghvi ((DIN:06531676) together with other related information hasbeen detailed in the Notice of AGM which is forming part ofthe Annual Report.
Pursuant to the provisions of Section 152 of the CompaniesAct, 2013 read with the Companies (Appointment andQualification of Directors) Rules, 2014 and the Articles ofAssociation of your Company, Mr. Manoj Shantilal Savla(DIN: 01529306), Director of the Company is liable to retireby rotation at the ensuing AGM and being eligible offeredhimself for reappointment.
An appropriate resolution for his re-appointment is beingplaced for your approval at the ensuing AGM. The briefresume of Mr. Manoj Shantilal Savla (DIN: 01529306), togetherwith other related information has been detailed in theNotice of AGM which is forming part of the Annual Report.
Your directors recommend his re-appointment on the boardof your Company.
During the year under review, and based on therecommendation of the Nomination and RemunerationCommittee, the Board of Directors had appointed Mr. DeepakKabra as the Chief Executive Officer (CEO) - Key ManagerialPersonnel of the Company w.e.f February 03, 2025.
During the year under review, Ms. Anjali VipulkumarBarot resigned from the office of Company Secretaryand Compliance officer of the Company with effect fromclosure of business hours on April 10, 2024, on account ofmedical reasons.
To fill the vacancy, the Board of Directors on recommendationof the Nomination and Remuneration Committee appointedMs. Foram Sagar Bhuva as whole time Company Secretaryand Compliance Officer of the company w.e.f July 11, 2024.
However, during the current financial year, Ms. Foram SagarBhuva has resigned from the post of Company Secretary &Compliance Officer of the Company with effect from closureof business hours on April 30, 2025, to pursue alternatecareer outside the Company.
During the current financial year, the Board of Directors,on recommendation of the Nomination and RemunerationCommittee, had appointed Ms. Pinkal Mehta as theCompany Secretary and Compliance Officer of the companyw.e.f. May 26, 2025.
During the current financial year, Mr. Bharat Jethalal Sutharhas resigned from the position of Chief Financial Officerand Key Managerial Personnel of the Company with effectfrom the close of business hours of May 26, 2025 due tohealth reasons.
Further, the Board of Directors of the Company, afterconsidering the recommendations of the Nomination &Remuneration Committee and the Audit Committee, hadappointed Mr. Jayprakash Labhshankar Raval as the ChiefFinancial Officer ("CFO") with effect from May 27, 2025.
The terms and conditions of appointment of IndependentDirector are in accordance with the applicable Regulations ofthe SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and also as per the provisions of theCompanies Act, 2013 ("Act") read with Schedule IV to the Act.
Your Company has received annual declarations from allthe Independent Director of the Company under sub -section (7) of section 149 confirming that they meet withthe criteria of Independence as provided in Section 149(6)of the Companies Act, 2013 and Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and there has been no change in thecircumstances which may affect their status as IndependentDirector during the year.
In the opinion of the Board, all the Independent Directorsare persons of integrity and possess relevant expertise andexperience including proficiency.
At the time of the appointment of an Independent Director,the Company issues a formal letter of appointment outlininghis/her role, function, duties and responsibilities. Further,the Independent Directors are introduced to the corporateaffairs, new developments and business of the Company fromtime to time. The Familiarization program is also available onthe website of the Company www.trustedgecapital.in.
In accordance with the provisions of Sections 2(51), 203 of theCompanies Act, 2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014:
Mrs. Vidhi Shail Savla, Whole-Time Director, Mr. BharatJethalal Suthar, Chief Financial Officer, Mr. Deepak Kabra,
Chief Executive Officer and Ms. Foram Sagar Bhuva, CompanySecretary and Compliance officer are the Key ManagerialPersonnel of your Company as on the financial year endedMarch 31,2025.
However, during the current financial year, Mr. Manoj ShantilalSavla, Managing Director, Mr. Jayprakash Labhshankar Raval,
Chief Financial Officer, Mr. Deepak Kabra, Chief ExecutiveOfficer and Ms. Pinkal Mehta, Company Secretary andCompliance officer are the Key Managerial Personnel of yourCompany as on the date of signing of this report. z
LU
During the year under review and the current financial year2025-26 till the date of signing of this report, the changes
LO
related to Key Managerial Personnel are as below:
<
u
z
Designation
Date of
Status of
Remarks, If any
Appointment/
Resignation
Change
1
Anjali Vipulkumar
Company Secretary and
April 10, 2024
On account of medical
Barot
Compliance Officer
reasons.
2
Foram Sagar Bhuva
Appointment
April 30, 2025
To pursue alternativecareer outside the
company
3
Deepak Kabra
Chief Executive Officer
Manoj Shantilal Savla
Managing Director
April 10, 2025
Pinkal Mehta
Company Secretary andCompliance Officer
May 26, 2025
-
6
Bharat Jethalal Suthar
Chief Financial officer
Due to health reasons.
7
Vidhi Shail Savla
Whole-Time Director
Continuation as the
from the post
Director (Promoter and
of Whole time
Non-Executive) of the
director
Company with effectfrom May 27, 2025
In terms of section 134[3][c] of the Companies Act, 2013, inrelation to the financial statements of the Company for theyear ended March 31,2025, the Board of Directors state that:
a) In the preparation of the Annual Accounts, theapplicable accounting standards had been followedand there are no material departures;
b) They have selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Companyat the end of financial year and of the profit of theCompany for the financial year ended March 31,2025;
c) They have taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of Companies Act, 2013for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d) They have prepared the Annual Accounts on agoing concern basis;
e) They have laid down internal financial controls tobe followed by the Company and that such internalfinancial controls are adequate and are operatingeffectively; and
f) They have devised proper systems to ensure compliancewith the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
The Annual Return of the Company as on March 31, 2025is available on the website of the Company i.e. www.trustedgecapital.in pursuant to the provisions of Section 92
read with Section 134 of the Companies Act, 2013 and rulesmade there under.
The Board of Directors has adopted the Insider TradingPolicy in accordance with the requirements of the SEBI(Prohibition of Insider Trading) Regulations, 2015. The InsiderTrading policy of the Company lays down guidelines andprocedures to be followed, and disclosures to be made whiledealing with shares of the Company as well as consequencesof violation. The Policy has been formulated to regulate,monitor and ensure reporting of deals by the employees andto maintain the highest ethical standards of dealing in theCompany's Shares. The code is also available on the websiteof the Company - www.trustedgecapital.in
The Company has adopted the amended Code of Practicesand Procedures for Fair Disclosure of Unpublished PriceSensitive Information in terms of the SEBI (Prohibition ofInsider Trading) Regulation, 2015 (as amended). The samehas been filed with the BSE Limited and also uploaded onthe website of the Company.
All contracts/arrangement/transactions entered into by theCompany during the Financial Year with related parties wereon an arm's length basis and were in the ordinary course ofbusiness and were placed before the audit committee fortheir approval, wherever applicable.
Your Company had entered into transactions with relatedparties which could be considered material in terms ofSection 188 of the Companies Act, 2013. Accordingly, thedisclosure of related party transactions as required underSection 134(3) (h) of the Companies Act, 2013 in Form AOC-2is as attached in [Annexure-B].
Your Company being a registered NBFC under Section 45IA ofthe Reserve Bank of India Act, 1934, the Company has givenloan as per RBI norms. The Company has not provided anyguarantees as laid under Companies Act, 2013. The Companyhas made investment under the provisions of Section 186 ofCompanies Act, 2013 and RBI Regulations. The said detailsare given in the notes to the Financial Statements.
The Company manages and monitors the principal risksand uncertainties that can impact its ability to achieve itsobjectives. Pursuant to section 134 (3) (n) of the CompaniesAct, 2013 and SEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015. The company has frameda Risk Management Policy. At present the company hasnot identified any element of risk which may threaten theexistence of the company.
A well-defined risk management mechanism covering therisk mapping and trend analysis, risk exposure, potentialimpact and risk mitigation process is in place. The objectiveof the mechanism is to minimize the impact of risks identifiedand taking advance actions to mitigate it. The mechanismworks on the principles of probability of occurrence andimpact, if triggered. A detailed exercise is being carried outto identify, evaluate, monitor and manage both businessand non-business risks. The Company has formally frameda Risk Management Policy to identify and assess the key riskareas, monitor and report compliance and effectiveness ofthe policy and procedure.
Discussion on risks and concerns are covered in theManagement Discussion and Analysis Report, which formspart of this Annual Report.
The Company has devised a formal process for annualevaluation of performance of the Board, its Committeesand Individual Directors ("Performance Evaluation") whichinclude criteria for performance evaluation of non-executivedirectors and executive directors as laid down by theNomination and Remuneration Committee and the Boardof Directors of the Company. It covers the areas relevant tothe functioning as Independent Directors or other directors,member of the Board or Committee of the Board. TheIndependent Directors carried out annual performanceevaluation of the Chairman and Executive Directors. TheBoard carried out annual performance evaluation of itsown performance. The performance of each Committeewas evaluated by the Board, based on report on evaluationreceived from respective Committees.
The Company is not required to give information relatingCorporate Social Responsibility as the Company does notfall under the applicable threshold limit mentioned undersection 135 of the Companies Act, 2013.
The Company is striving to make good profit in the comingyears and the Board of Directors of the Company assures tocontribute funds in future.
Statutory Auditors and their Report:
M/s Mahendra N. Shah & Co., Chartered Accountants,Ahmedabad [Firm Registration No. 105775W] wereappointed as Statutory Auditors of the Company, for a termof 5 (five) consecutive years, at the Annual General Meetingheld on September 30, 2022.
The Ministry of Corporate Affairs vide its Notificationdated May 7, 2018, had dispensed with the requirementof ratification of appointment of Statutory Auditors by theShareholders at every Annual General Meeting. Hence, theresolution relating to ratification of appointment of StatutoryAuditors is not included in the Notice of the ensuing 31stAnnual General Meeting of the Company to be held onTuesday, August 19, 2025.
The Statutory Auditors have confirmed that they are eligibleto continue with their appointment and have not beendisqualified in any manner from continuing as StatutoryAuditor. The remuneration payable to the Statutory Auditorshall be determined by the Board of Directors based on therecommendation of the Audit Committee.
The Notes on financial statement referred to in the Auditors'Report are self-explanatory and do not call for any furthercomments. The Auditors' Report does not contain anyqualification, reservation, adverse remark or disclaimer.
Pursuant to provisions of section 204 of the Act and theCompanies [Appointment and Remuneration of ManagerialPersonnel] Rules, 2014, the Board has appointed CS AishwaryaParekh, Practicing Company Secretary (M. No: F13318 and CP:22505) to undertake the Secretarial Audit of the Company forthe financial year 2024-25. The Secretarial Audit Report in theform "MR-3" is annexed herewith as [Annexure- C].
The auditor report does not contain any reservations,adverse remarks or disclaimers.
It is proposed to the members of the Company to appointCS Aishwarya Parekh, Practicing Company Secretary (M. No:F13318 and CP: 22505) as the Secretarial Auditor for a term of5 years as mentioned in the notice of ensuing Annual GeneralMeeting which is forming part of the Annual Report 2024-25.
The board has appointed M/S MGP & Associates, CharteredAccountants as Internal Auditor (Firm RegistrationNo. 140164W) as Internal Auditors of the Company forthe F.Y 2024-25.
The appointment of Cost Auditor for the Company is notapplicable to the Company.
30. EXPLANATIONS OR COMMENTS BY THE BOARD ONQUALIFICATIONS, RESERVATION OR ADVERSE REMARKSOR DISCLAIMERS:
The Notes on financial statements referred to in the Auditors'Report read together with relevant notes thereon are self¬explanatory and hence, do not call for any further commentsunder Section 134 of the Companies Act, 2013.
31. FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION(12) OF SECTION 143 OTHER THAN THOSE WHICH AREREPORTABLE TO CENTRAL GOVERNMENT:
During the year under review, the Statutory Auditors and theSecretarial Auditor have not reported any instances of fraudcommitted in the Company by its Officers or Employeesto the Audit Committee under section 143(12) of theCompanies Act, 2013.
The information required under Section 134 of theCompanies Act, 2013 read with the Companies (Accounts)Rules, 2014 with respect to the information on conservationof energy, technology absorption and foreign exchangeearnings and outgo are set out herewith as [Annexure-D]and form an integral part to this Report.
The Company promotes ethical behavior in all its businessactivities and has established a vigil mechanism for itsDirectors, Employees and Stakeholders associated withthe Company to report their genuine concerns. The VigilMechanism as envisaged in Section 177 of the CompaniesAct, 2013 is implemented through the Whistle Blower Policy,to provide for adequate safeguards against victimization ofpersons who use such mechanism and make provision fordirect access to the Chairperson of the Audit Committee.
The Whistle Blower Policy has been appropriatelycommunicated within the Company and has also beenposted on the Website of our Company.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:
The Company believes that the women employees shouldhave the opportunity to work in an environment free fromany conduct which can be considered as a Sexual Harassment.The Company is committed to treating every employee withdignity and respect, fosters to create a workplace which issafe and free from any act of Sexual Harassment.
The Company has a policy on 'Prevention of SexualHarassment at the Workplace' as per the provisions of theSexual Harassment of Women at Workplace (Prevention,Prohibition & Redressal) Act, 2013 and Rules made thereunder('POSH Act & Rules').
The following is a summary of sexual harassment complaintsreceived and disposed of during the financial year 2024-25.
• No. of complaints received in the year - NIL
• No. of complaints disposed off during the year - NIL
• No. of complaints pending for more than ninetydays:- NIL
The Company is in compliance with the provisions of theMaternity Benefit Act, 1961.
The Company has adequate internal controls and checkscommensurate with its activities. The details in respectof internal control and their adequacy are included in theManagement and Discussion and Analysis, which formsintegral part of this report.
The Report on the Internal Financial Control under Clause(i) of sub section 3 of Section 143 of the Companies Act,2013 is forming part of the financial statement for theyear under review.
The Company has not issued any debt instruments and doesnot have any Fixed Deposit Programme or any scheme orproposal involving mobilization of funds in India or abroadduring the financial year ended March 31,2025. Hence duringthe financial year, there was no requirement to obtain suchCredit Ratings.
During the year under review, no shares were held in thedemat suspense account or unclaimed suspense accountof the Company.
39. SIGNIFICANT/MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS INPACTING THEGOING CONCERN STATUTS OF THE COMPANY:
There are no significant/material orders passed by theRegulators or Courts or Tribunals impacting the goingconcern status of your Company and its operations in future.
• Maintenance of cost records and requirement of costAudit as prescribed under the provisions of Section148(1) of the Companies Act, 2013 are not applicable tothe business activities carried out by the Company.
• There are no proceedings initiated/pending againstyour Company under the Insolvency and BankruptcyCode, 2016 which materially impact the businessof the Company.
• There are no significant and material orders passed bythe regulators or courts or tribunals impacting the goingconcern status and the Company's operations in future.
• During the Year under the review, Company has nottaken loan from the Banks or Financial Institutions.
Hence, the details of difference between amount of thevaluation done at the time of one-time settlement andthe valuation done while taking loan from the Banks orFinancial Institutions is not applicable.
• The equity shares of the Company were not suspendedfrom trading during the year on account of corporateactions or otherwise.
• Disclosures pursuant to RBI Master Directions, unlessprovided in the Directors' Report form part of the notesto the standalone financial statements.
The lists of annexures forming part of the Board Report
are as follows:
Name of the Annexure
Annexure No.
Management Discussion and Analysis
A
Report
Related Party Transactions (AOC-2)
B
Secretarial Audit Report
C
Conservation of Energy, Technology
D
Absorption And Foreign Exchange
Earnings And Outgo
The Board of Directors would like to place on record theirgratitude for the guidance and cooperation extended byReserve Bank of India and the other regulatory authorities.The Board takes this opportunity to express its sincereappreciation for the excellent patronage received fromthe Banks and Financial Institutions and for the continuedenthusiasm, total commitment, dedicated efforts of theexecutives and employees of the Company at all levels. Weare also deeply grateful for the continued confidence andfaith reposed on us by all the Stakeholders.
By order of the Board of DirectorsTrustedge Capital Limited
(Formerly known as Adinath Exim Resources Limited)
sd/-
(Manoj S. Savla)
Chairman & Managing DirectorDIN - 01529306
Date : July 16, 2025Place : Ahmedabad