Adinath Exim Resources Ltd Directors Report

To

The Esteemed Members of

Trustedge Capital Limited

(Formerly known as Adinath Exim Resources Limited),

Your directors have the privilege of presenting their 31^st (Thirty-first) Annual Report and the Audited Statements of Accounts for the Financial Year ended March 31, 2025, of your Company.

1. FINANCIAL HIGHLIGHTS:

Particulars	For the year ended on March 31, 2025	For the year ended on March 31, 2024
Revenue from Operations	109.32	103.46
(Net)
Other Income	--	--
Total Income	109.32	103.46
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 with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Companies Act, 2013.

2. STATE OF COMPANYS AFFAIRS AND FINANCIAL PERFORMANCE:

The Companys revenues from operations increased to

109.32 Lakh in the year 2024-25 from 103.46 Lakh in the year 2023-24 showing growth of 5.66 % compared to the previous year, impacting to the profit of 16.49 Lakh in the present fiscal year in comparison to profit of 55.57 Lakh in the financial year 2023-24.

However, your directors are expecting to achieve better results in the coming years.

3. CHANGE OF NAME OF THE COMPANY:

In order to align objects, brand and business activities of the Company, the board of directors through passing of board resolution dated April 10, 2025 approved to change the name of the company from "Adinath Exim Resources Limited" to "Trustedge Capital Limited". Further, by passing of Special Resolution in the 01/2025-26 Extra Ordinary General Meeting of the shareholders of the Company held on May 09, 2025, the shareholders approved the change in the name of the Company. Thereafter post filing of necessary e-forms, the name of the Company was changed from "Adinath Exim Resources Limited" to "Trustedge Capital Limited" consequent upon receipt of Certificate of Incorporation issued by Ministry of Corporate Affairs dated June 02, 2025.

The Company, being an NBFC registered with Reserve Bank of India ("RBI"), the Company has received No Objection from RBI for change of name of the Company to Trustedge Capital Limited on June 3,2025 post which the application for getting fresh Certificate of Registration was also submitted by the Company and the said fresh Certificate of Registration from 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 for changing the name of the company on BSE along with change in scrip ID: TRUSTEDGE with effect from June 26, 2025.

4. RECOMMENDATION OF DIVIDEND:

In order to conserve and plough back the resources, your directors have not recommended any dividend for the year on equity shares of the company.

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Year under review, your Company has not changed its nature of business.

6. TRANSFER TO RESERVES:

The Board has recommended transferring 3.30 Lakhs to Statutory Reserves and an amount of 1360.84 Lakh is retained as surplus in the Statement of Profit and Loss of Standalone financials.

7. SHARE CAPITAL:

As on March 31, 2025, the Share Capital structure of the Company stands as under:

Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of 10/- each	55,00,000	5,50,00,000
Total	55,00,000	5,50,00,000
Issued and Subscribed Capital
Equity Shares of 10/- each
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 (refer note below)**	6,49,500	64,95,000
Total	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
Preferential allotment of 6,49,500 Equity shares of 10/- each fully paid up (refer note below)**	6,49,500	64,95,000
Total	49,68,600	4,96,86,000

*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 and necessary 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 Shares on 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 have approved the said Issue and Allotment vide Postal Ballot dated January 9, 2025. Further, the Company had received In-Principal approval from BSE Limited for the Issue of Equity Shares vide their letter dated January 20, 2025 and upon receipt of the Share Application money from the proposed Allottees, the Board of Directors at their meeting held on January 30, 2025 had allotted the said Equity Shares. The newly issued Equity Shares shall rank pari passu with the existing Equity Shares of the Company.

Changes in share capital after the closure of F.Y. 2024-25 upto the date of signing of this report:

1. Authorized Share Capital:

The members of the Company had approved to increase in the Authorized Share Capital of the Company from

5,50,00,000/- (Rupees Five Crores Fifty Lakhs Only) divided into55,00,000(Fifty-FiveLakhs)EquitySharesof10/-(Rupees Ten 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 to the existing Clause V of the Memorandum of Association of the Company, subject to such regulatory/statutory approvals as may be required by passing of resolution at the 01/2025-26 Extra Ordinary General Meeting of the Company held on May 9, 2025 through VC/OAVM.

In the ensuing Annual General Meeting, it is proposed to increase the authorized share capital from 7,00,00,000/- (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakhs) 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 to the existing Clause V of the Memorandum of Association of the Company, subject to such regulatory/statutory approvals as may be required.

2. Preferential issue of shares

The Board of Directors of the Company in their meeting held on April 10, 2025 approved issue and allotment of up to 8,85,000 Equity Shares on a preferential basis to the Allottees belonging to Promoters Group 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 57/- per share (Including premium of 47/- per share),which was subsequently approved by the members of the company by passing of resolution at the 01/2025-26 Extra Ordinary General Meeting of the Company held on May 9, 2025 through VC/OAVM post which the promoters group was allotted shares on June 3, 2025 and requisite listing and trading approval of the shares allotted were received from the Bombay Stock Exchange("BSE").

3. Adoption Trustedge Employee Stock Option Scheme 2025

The members of the Company had approved to adopt "Trustedge Employee Stock Option Scheme 2025 ("TEDGE ESOS 2025"/ "Scheme"), which is in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations"), subject to such regulatory/statutory approvals as may be required, by passing of resolution at the 01/2025-26 Extra Ordinary General Meeting of the Company held on May 9, 2025 through VC/OAVM. In-principle approval from BSE is awaited.

During the year under review, except as mentioned above the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. The Company has not issued any convertible instrument during the year.

Depository System:

As the members are aware, the Companys Equity shares are compulsorily tradable in electronic form. As on March 31, 2025, 78.34% of the Companys total paid-up equity capital representing 38,92,300 Equity shares is in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from April 01, 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized. During the year, Company has not issued any equity shares with differential rights or any sweat equity shares.

8. DETAILS OF MEETINGS OF THE BOARD AND ITS COMMITTEES: Board Meetings:

The Board of Directors met Nine (09) times during the financial year, and the details of the meeting are as follows:

Sr.	Date of Meeting	Attendance of Directors
No.
1.	May 06, 2024	All directors were present
2.	July 11, 2024	All directors were present
3.	August 09, 2024	All directors were present
4.	October 25, 2024	All directors were present
5.	December 10, 2024	All directors were present
6.	January 02, 2025	All directors were present
7.	January 30, 2025	All directors were present
8.	February 03, 2025	All directors were present
9.	March 31, 2025	All directors were present

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Further, during the year, the Board of the Directors of the Company had passed resolutions by way of passing of resolution by Circulation dated February 12, 2025.

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors without the attendance of Non- Independent Directors was held on February 3, 2025 to discuss the agenda items as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors reviewed the performance of non-independent directors and the Board as whole, reviewed the performance of the Chairperson of the Company taking into account the views of executive and non-executive directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

Committees Meetings:

The Audit Committee met Six (06) times during the financial year, and the details of the meeting are as follows:

Sr.	Date of Committee	Attendance of Chairman/
No.	Meeting	Member
1.	May 06, 2024	Chairman & all other
		Members were present.
2.	August 09, 2024	Chairman & all other
		Members were present.
3.	October 25, 2024	Chairman & all other
		Members were present.
4.	December 10, 2024	Chairman & all other
		Members were present.
5	February 03, 2025	Chairman & all other
		Members were present.

The Nomination & Remuneration Committee met Five (05) times during the financial year, and the details of the meeting are as follows:

Sr.	Date of Committee	Attendance of Chairman/
No.	Meeting	Member
1.	July 11, 2024	Chairman & all other
		Members were present.
2.	August 09, 2024	Chairman & all other
		Members were present.
3.	October 25, 2024	Chairman & all other
		Members were present.
4.	February 03, 2025	Chairman & all other
		Members were present.
5.	March 31, 2025	Chairman & all other
		Members were present.

The Stakeholder Relationship Committee met Four (4) times during the financial year, and the details of the meeting are as follows:

Sr.	Date of Committee	Attendance of Chairman/
No.	Meeting	Member
1.	May 06, 2024	Chairman & all other
		Members were present
2.	June 17, 2024	Chairman & all other
		Members were present.
3.	September 27, 2024	Chairman & all other
		Members were present.
4	January 02, 2025	Chairman & all other
		Members were present

Committees Composition:

The composition of Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee 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	Member

9. RBI GUIDELINES:

Your Company has complied with the various requirements prescribed 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 the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time.

10. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Corporate Governance:

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘SEBI (LODR)], Corporate Governance provisions as specified is not applicable to the Company, since the paid-up share capital of the company and the net worth is below the threshold limits prescribed under SEBI (LODR) Regulations, 2015, amended from time to time, i.e. 10 crore and 25 crore respectively as on March 31, 2025.

Management Discussion and Analysis Report:

In terms of Regulation 34(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis is set out in the Annual Report as [Annexure- A].

11. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

During the year under review, the Company does not have any Subsidiaries, Joint Venture and Associates.

12. DEPOSITS:

In terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, during the financial year, your Company has not accepted any public deposits, or no amount of principal or interest was outstanding as on date of the Balance Sheet.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments, affecting the financial position of the company which have been occurred between the end of the financial year i.e. March 31, 2025 and till the date of signing of the directors report except as stated specifically in this Report.

14. COMPLIANCE:

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with the regulatory and internal guidelines. The Compliance Department of the Company continues to play a pivotal role in ensuring the implementation of compliance functions in accordance with the directives issued by the Regulators, the Board of Directors and the Companys Compliance Policy. The Audit Committee reviews the performance of the Compliance Department and the status of compliance with the regulatory or internal guidelines on a periodic basis. New instructions and guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units functions with the boundaries set up by the regulators and that the compliance risks are suitably monitored and mitigated in course of their activities and processes.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2025, the Board consists of Four (4) members, of whom (1) one is the Whole Time Director, (1) one is the Executive Director and (2) Two are Independent Directors. The Board periodically evaluates the need for a change in its composition and size.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub Section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is available on our website. We afirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

16. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and Audited Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining a copy of the Annexure may write to the Company Secretary at the registered office of the Company for a copy of it.

17. HUMAN RESOURCES:

The well-disciplined workforce which has served the company for more than three decades lies at the very foundation of the companys major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

18. LISTING OF SHARES:

The Equity Shares of the Company are listed on BSE Limited (formerly the Bombay Stock Exchange Limited) with scrip code 532056. The Company confirms that the annual listing fees to the stock exchanges for the financial year 2024-25 have been paid.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Managing Director and Whole Time Director:

Mr. Manoj Shantilal Savla was re-appointed as Managing Director of the Company in the board meeting dated August 9, 2024 post which special resolution for his re-appointment was placed in the 30^th Annual General Meeting held on September 30, 2024. Pursuant to the Voting Results along with Scrutinizers Report submitted by the Company on October 3, 2024, wherein the Resolution Number 03 (Re-appointment of Mr. Manoj Shantilal Savla (DIN: 01529306), as the Managing Director (Promoter and Executive) of the Company) of the Notice of 30^th Annual General Meeting was not passed and not declared as approved by the Shareholders. Due to which Mr. Manoj Shantilal Savla (DIN – 01529306) ceased to be Managing Director of the Company w.e.f September 30, 2024 (date of 30^th Annual General Meeting) and he continued as a Director (Promoter) and Chairman of the Board of the Company w.e.f September 30, 2024. Mr. Manoj Savla was further re-designated as Managing Director for a period of 3 (Three) years with effect from April 10, 2025 in the board meeting held on April 10, 2025 post which approval of shareholders for his re-designation as a Managing Director was received by way of passing Special Resolution in the 01/2025-26 Extra Ordinary General Meeting held on May 9, 2025.

During the year under review, based on the recommendation of Nomination and Remuneration Committee and post getting approval of shareholders by passing Special Resolution by way of postal ballot having notice dated December 10, 2024, Mrs. Vidhi Shail Savla was appointed as Whole time Director-Key Managerial Personnel of the Company with effect from October 25, 2024.

Further, based on the resignation letter received from Mrs. Vidhi Shail Savla (DIN: 09107866) from the office of Whole Time Director-Key Managerial Personnel with effect from the close of business hours on May 26, 2025 she ceased to be whole time Director of the Company. Currently, She is continuing as a Director (Promoter and Non-Executive), liable to retire by rotation, with effect from May 27, 2025.

Independent Director:

During the year under review, Ms. Shivangi Irfanali Vakil (DIN – 07074084), Non-Executive Independent Director of the Company cease to be the Independent Director on the Board of the Company with effect from closing business hours of February 12, 2025 due to completion of her second consecutive term as an Independent Director of the Company. The Board recorded its appreciation for her valuable guidance given during her tenure.

Further, based on the recommendation of Nomination and Remuneration Committee), and in terms of the provisions of the Act, the Board of Directors had appointed Ms. Shaily Jatin Dedhia (DIN: 08853685) as an Additional Director (Non-Executive- Independent) of the Company effective from March 31, 2025. Her appointment was further regularized and she was appointed as the Independent Director (Non-Executive) by the Shareholders of the Company at the 01/2025-26 Extra-Ordinary General Meeting held on May 09, 2025 for a period of 5 consecutive years.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on July 16, 2025 has approved the re-appointment of Mr. Ketan Harsukhlal Sanghvi (DIN: 06531676) as a Non-Executive Independent Director of the Company for a second term of five years from November 04, 2025 to November 03, 2030, subject to the approval of shareholders at the ensuing 31^st Annual General Meeting of the Company to be held on Tuesday, August 19, 2025.

The brief resume of Mr. Ketan Harsukhlal Sanghvi ((DIN: 06531676) together with other related information has been detailed in the Notice of AGM which is forming part of the Annual Report.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Manoj Shantilal Savla (DIN: 01529306), Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered himself for reappointment.

An appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Mr. Manoj Shantilal Savla (DIN: 01529306), together with other related information has been detailed in the Notice of AGM which is forming part of the Annual Report. Your directors recommend his re-appointment on the board of your Company.

Chief Executive Officer:

During the year under review, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors had appointed Mr. Deepak Kabra as the Chief Executive Officer (CEO) - Key Managerial Personnel of the Company w.e.f February 03, 2025.

Company Secretary & Compliance Officer:

During the year under review, Ms. Anjali Vipulkumar Barot resigned from the office of Company Secretary and Compliance officer of the Company with effect from closure of business hours on April 10, 2024, on account of medical reasons.

To fill the vacancy, the Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Ms. Foram Sagar Bhuva as whole time Company Secretary and Compliance Officer of the company w.e.f July 11, 2024. However, during the current financial year, Ms. Foram Sagar Bhuva has resigned from the post of Company Secretary & Compliance Officer of the Company with effect from closure of business hours on April 30, 2025, to pursue alternate career outside the Company.

During the current financial year, the Board of Directors, on recommendation of the Nomination and Remuneration Committee, had appointed Ms. Pinkal Mehta as the Company Secretary and Compliance Officer of the company w.e.f. May 26, 2025.

Chief Financial Officer:

During the current financial year, Mr. Bharat Jethalal Suthar has resigned from the position of Chief Financial Officer and Key Managerial Personnel of the Company with effect from the close of business hours of May 26, 2025 due to health reasons.

Further, the Board of Directors of the Company, after considering the recommendations of the Nomination & Remuneration Committee and the Audit Committee, had appointed Mr. Jayprakash Labhshankar Raval as the Chief Financial Officer ("CFO") with effect from May 27, 2025.

Independent Directors Declaration:

The terms and conditions of appointment of Independent Director are in accordance with the applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and also as per the provisions of the Companies Act, 2013 ("Act") read with Schedule IV to the Act. Your Company has received annual declarations from all the Independent Director of the Company under sub - section (7) of section 149 confirming that they meet with the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including pro_ciency.

Familiarization Program for Independent Directors:

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced to the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company www.trustedgecapital.in.

20. KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Mrs. Vidhi Shail Savla, Whole-Time Director, Mr. Bharat Jethalal Suthar, Chief Financial Officer, Mr. Deepak Kabra, Chief Executive Officer and Ms. Foram Sagar Bhuva, Company Secretary and Compliance officer are the Key Managerial Personnel of your Company as on the financial year ended March 31, 2025. However, during the current financial year, Mr. Manoj Shantilal Savla, Managing Director, Mr. Jayprakash Labhshankar Raval, Chief Financial Officer, Mr. Deepak Kabra, Chief Executive Officer and Ms. Pinkal Mehta, Company Secretary and Compliance officer are the Key Managerial Personnel of your Company as on the date of signing of this report.

During the year under review and the current financial year 2025-26 till the date of signing of this report, the changes related to Key Managerial Personnel are as below:

Sr. No.	Name	Designation	Date of Appointment/ Resignation	Status of Change	Remarks, If any
1	Anjali Vipulkumar Barot	Company Secretary and Compliance Officer	April 10, 2024	Resignation	On account of medical reasons.
2	Foram Sagar Bhuva	Company Secretary and	July 11, 2024	Appointment	--
		Compliance Officer	April 30, 2025	Resignation	To pursue alternative career outside the company
3	Deepak Kabra	Chief Executive Officer	February 03, 2025	Appointment	--
4	Manoj Shantilal Savla	Managing Director	April 10, 2025	Appointment	--
5	Pinkal Mehta	Company Secretary and	May 26, 2025	Appointment	-
		Compliance Officer
6	Bharat Jethalal Suthar	Chief Financial officer	May 26, 2025	Resignation	Due to health reasons.
7	Vidhi Shail Savla	Whole-Time Director	May 26, 2025	Resignation from the post of Whole time director	Continuation as the Director (Promoter and Non-Executive) of the Company with effect from May 27, 2025

21. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of section 134[3][c] of the Companies Act, 2013, in relation to the financial statements of the Company for the year ended March 31, 2025, the Board of Directors state that: a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed and there are no material departures; b) They 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 financial year and of the profit of the Company for the financial year ended March 31, 2025; c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) They have prepared the Annual Accounts on a going concern basis; e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025 is 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 rules made there under.

23. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Companys Shares. The code is also available on the website of the Company – www.trustedgecapital.in The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE Limited and also uploaded on the website of the Company.

24. RELATED PARTY TRANSACTIONS:

All contracts/arrangement/transactions entered into by the Company during the Financial Year with related parties were on an arms length basis and were in the ordinary course of business and were placed before the audit committee for their approval, wherever applicable.

Your Company had entered into transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is as attached in [Annexure-B].

25. PARTICULARSOFLOANS,GUARANTEESORINVESTMENTS:

Your Company being a registered NBFC under Section 45IA of the Reserve Bank of India Act, 1934, the Company has given loan as per RBI norms. The Company has not provided any guarantees as laid under Companies Act, 2013. The Company has made investment under the provisions of Section 186 of Companies Act, 2013 and RBI Regulations. The said details are given in the notes to the Financial Statements.

26. RISK MANAGEMENT:

The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its objectives. Pursuant to section 134 (3) (n) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The company has framed a Risk Management Policy. At present the company has not identified any element of risk which may threaten the existence of the company.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. The Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure.

Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

27. BOARD EVALUATION:

The Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors ("Performance Evaluation") which include criteria for performance evaluation of non-executive directors and executive directors as laid down by the Nomination and Remuneration Committee and the Board of Directors of the Company. It covers the areas relevant to the functioning as Independent Directors or other directors, member of the Board or Committee of the Board. The Independent Directors carried out annual performance evaluation of the Chairman and Executive Directors. The Board carried out annual performance evaluation of its own performance. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to give information relating Corporate Social Responsibility as the Company does not fall under the applicable threshold limit mentioned under section 135 of the Companies Act, 2013.

The Company is striving to make good profit in the coming years and the Board of Directors of the Company assures to contribute funds in future.

29. AUDITORS AND AUDITORS REPORT: Statutory Auditors and their Report:

M/s Mahendra N. Shah & Co., Chartered Accountants, Ahmedabad [Firm Registration No. 105775W] were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 30, 2022. The Ministry of Corporate Affairs vide its Notification dated May 7, 2018, had dispensed with the requirement of rati_cation of appointment of Statutory Auditors by the Shareholders at every Annual General Meeting. Hence, the resolution relating to rati_cation of appointment of Statutory Auditors is not included in the Notice of the ensuing 31^st Annual General Meeting of the Company to be held on Tuesday, August 19, 2025. The Statutory Auditors have confirmed that they are eligible to continue with their appointment and have not been disqualified in any manner from continuing as Statutory Auditor. The remuneration payable to the Statutory Auditor shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors and their Report:

Pursuant to provisions of section 204 of the Act and the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Board has appointed CS Aishwarya Parekh, Practicing Company Secretary (M. No: F13318 and CP: 22505) to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report in the form "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 appoint CS Aishwarya Parekh, Practicing Company Secretary (M. No: F13318 and CP: 22505) as the Secretarial Auditor for a term of 5 years as mentioned in the notice of ensuing Annual General Meeting which is forming part of the Annual Report 2024-25.

Internal Auditors:

The board has appointed M/S MGP & Associates, Chartered Accountants as Internal Auditor (Firm Registration No. 140164W) as Internal Auditors of the Company for the F.Y 2024-25.

Cost Auditors:

The appointment of Cost Auditor for the Company is not applicable to the Company.

30. EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR 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 comments under Section 134 of the Companies Act, 2013.

31. FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are set out herewith as [Annexure-D] and form an integral part to this Report.

33. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns. The Vigil Mechanism as envisaged in Section 177 of the Companies Act, 2013 is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee. The Whistle Blower Policy has been appropriately communicated within the Company and has also been posted on the Website of our Company.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company believes that the women employees should have the opportunity to work in an environment free from any conduct which can be considered as a Sexual Harassment. The Company is committed to treating every employee with dignity and respect, fosters to create a workplace which is safe and free from any act of Sexual Harassment.

The Company has a policy on ‘Prevention of Sexual Harassment at the Workplace as per the provisions of the Sexual 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 complaints received 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 ninety days:- NIL

35. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961.

36. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks commensurate with its activities. The details in respect of internal control and their adequacy are included in the Management and Discussion and Analysis, which forms integral 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 the year under review.

37. CREDIT RATING:

The Company has not issued any debt instruments and does not have any Fixed Deposit Programme or any scheme or proposal involving mobilization of funds in India or abroad during the financial year ended March 31, 2025. Hence during the financial year, there was no requirement to obtain such Credit Ratings.

38. DISCLOSURES WITH RESPECT TO DEMAT SUSUPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

During the year under review, no shares were held in the demat suspense account or unclaimed suspense account of the Company.

39. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS INPACTING THE GOING CONCERN STATUTS OF THE COMPANY:

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

40. OTHER DISCLOSURES:

• Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.

• There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

• There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

• During the Year under the review, Company has not taken loan from the Banks or Financial Institutions.

Hence, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable.

• The equity shares of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

• Disclosures pursuant to RBI Master Directions, unless provided in the Directors Report form part of the notes to the standalone financial statements.

41. ANNEXURES:

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

42. APPRECIATION:

The Board of Directors would like to place on record their gratitude for the guidance and cooperation extended by Reserve Bank of India and the other regulatory authorities. The Board takes this opportunity to express its sincere appreciation for the excellent patronage received from the Banks and Financial Institutions and for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels. We are also deeply grateful for the continued confidence and faith reposed on us by all the Stakeholders.

By order of the Board of Directors

Trustedge Capital Limited

(Formerly known as Adinath Exim Resources Limited)

sd/-

(Manoj S. Savla)

Chairman & Managing Director

DIN – 01529306

Date : July 16, 2025

Place : Ahmedabad