Amanaya Ventures Ltd Directors Report

To,

The Members,

Your directors are pleased to present the 15th Annual Report of your Company together with the Audited Financial Statements and Auditors Report for the year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company during the year ended 31^st March, 2024 compared to the previous year is summarized below:

(Rs. in thousands)

Particulars	2023-24	2022-23
Revenue From Operations	3,08,080	1,10,912
Other Income	336	139
Net Income	3,08,416	1,11,051
Profit/(Loss) before tax & Exceptional/Extraordinary items	1,285	1,062
Add/(Less): Exceptional/ Extraordinary items	0.00	0.00
Profit/(Loss)Before tax	1,285	1,062
Less: Tax Expenses
-Current Tax	375	275
-Deferred Tax Liabilities/(Assets)	-49	6
Net Profit / (Loss) After Tax	959	781

1. REVIEW OF OPERATIONS:

During the year, Total Income of your Company was Rs. 3,08,416/- thousands as against Net Income of Rs.1,11,051/- thousands of the previous year. However, the Companys Net Profit after tax has been increased to Rs. 9,59/- thousands for the current year as against the Net Profit after tax of Rs. 7,81/-thousands of the previous year due to decrease in profit margin against expenditure incurred.

The performance of the Company has been discussed in the Management Discussion and Analysis Report, which is forming part of the Annual Report.

2. TRANSFER TO RESERVES:

During the year under review, your Directors have not proposed to transfer any amount to Reserves.

3. DIVIDEND:

During the year under review, In order to conserver sources and future expansion, your Directors have not recommended any Dividend on Equity Shares of the Company.

4. DEPOSITS:

During the year under review, your Company has neither invited, accepted nor renewed any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

5. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2024 is yet to be filled.

6. BOARD OF DIRECTORS:

The following were the Directors on the Board at the beginning of financial year 2023-24:

1. Mrs. Rajni Mahajan (DIN:02463524)-Managing Director
2. Mr. Manan Mahajan (DIN:02217914 )-Whole Time Director & CFO
3. Mr. Bikram Singh Rana (DIN:07767074)-Independent Director
4. Mr. Harvinder Singh Dhami(DIN:02119042)- Independent Director
5. Mr. Naveen Gupta(DIN:09684403)- Independent Director

During the financial year, Mrs. Rajni Mahajan (DIN:02463524), Managing Director of the Company liable to retire by rotation has been reappointed in AGM of the Company held on 16th September, 2024.

Sr. No.	DIN/PAN	Name of Directors	Designation	Date of Appointment	Date of Resignation
1.	02463524	Rajni Mahajan	Director	18/02/2019	---
2.	02217914	Manan Mahajan	Whole Time Director & CFO	27/02/2009	----
3.	02119042	Harvinder Singh Dhami	Non Executive Independent Director	08/06/2022	----
4.	07767074	Bikram Singh Rana	Non Executive Independent Director	06/07/2022	---
5.	09684403	Naveen Gupta	Additional Director (Non Executive Independent Director)	25/07/2022	---
6.	02463524	Rajni Mahajan	Managing Director	02/07/2024	---

7. KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2024, Your Company has the following Key Managerial Personnel Mrs. Rajni Mahajan (DIN:02463524) -Managing Director

Mrs. Gurpreet Kaur (ACS: A41866) -Company Secretary & Compliance Officer

Mr. Manan Mahajan (DIN:02217914) -Whole Time Director &Chief Financial Officer

8. DECLARATIONFROMINDEPENDENTDIRECTORSANDTHEIRFAMILIARISATION PROGRAM:

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 and 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Board relies on their declaration of independence.

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations 2015, the Company has formulated a programme for familiarizing the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. The detail of the afore mentioned programme is available on the Companys web site at https://www.amanaya.in/policies-and-codes

In the opinion of Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that-

1. in the preparation of the Annual Accounts for the year ended 31st March,2024 the applicable accounting standards have been followed and no material departures have been made for the same;
2. appropriate accounting policies have been selected and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and Fairview of the state of affairs of the Company at the end of the financial year 31st March,2024 and of the profit of the Company forth at period;
3. proper and sufficient care have been taken for 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;
4. the annual accounts have been prepared on a "going concern" basis;
5. the proper internal financial controls are laid down and are adequate and operating effectively;
6. the proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

1. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, the Company has not given any Guarantees and investments falling within the purview of the provisions of Section 186 of the Companies Act, 2013.

2. MEETINGS OF BOARD OF DIRECTORS:

During the year, 7 (Seven) Board Meetings were held. The intervening gap between the Meetings did not exceed the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which are given in the Corporate Governance Report, forming part of Annual Report. The Notice along with Agenda and Agenda items of each Board Meetings were given to each Director of the Company. Attendances of Directors are also provided in the Corporate Governance Report.

3. MEETINGS OF MEMBERS:

During the year under review 14th AGM has been held on 28^th August 2023 and No Extra Ordinary General Meeting has been held during the financial year. No postal ballot was held during the financial year 2023-2024.

4. COMMITTEE MEETINGS:

The details pertaining to the composition of the Audit Committee and other Committees and all meetings held during the year 2023-24 are included in the Corporate Governance Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

5. BOARD EVALUATION:

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its committees. The Board evaluation frame work has

been designed incompliance with the requirements under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with Guidance Note on Board Evaluation issued by SEBI in January, 2017.

The performance of Chairman of the Board was reviewed by the Independent Directors taking into account the views of the Executive Directors. The parameters considered were leadership ability, adherence to corporate governance practices etc.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organizations strategy, risk and environment, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc. The Board has also noted are as requiring more focus in the future.

1. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition &Insider Trading) Regulations,2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of shares of the Company 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 Board is responsible for implementation of the code. All Directors and the designated Employees have confirmed compliance with the code.

2. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars required to be included in terms of Section 134(3) (m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below.

1. Conservation of Energy:

1. The Company is engaged in Trading Activity. Hence, there are no extra steps taken for energy saving. However, requisite steps have been taken to improve energy consumption by using LED lights in back office area of the Company.
2. The steps taken by the Company for utilizing alternate sources of energy: The Company is not using any alternate source of energy. However, the Company is using electricity as main source of energy.
3. The capital investment on energy conservation equipment : Nil

1. Technology Absorption:

1. The efforts made towards technology absorption–N.A.
2. The benefits derived like product improvement, cost reduction, product development or import substitution: N.A.
1. In case of imported technology (imported during last three years reckoned from the beginning of the financial year):- N.A.
2. The expenditure incurred on research & development during the year 2023-24: NIL

1. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the Company is NIL.

1. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

2. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companys code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism / Whistle Blower Policy is being made available on the Companys website at the web link: https://www.amanaya.in/policies-and-codes.

3. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to provision of Section 178(3) of the Companies Act, 2013, the Board has framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. More details have been disclosed in the Corporate Governance Report. The Remuneration Policy has been uploaded on the Companys website https://www.amanaya.in/policies-and-codes.

4. BOARD DIVERSITY POLICY:

Adverse Board enables sufficient functioning through differences in perspective and skill, and also fosters differentiated thought process at the back of varied industrial and management expertise, gender and knowledge. The board recognizes the importance of diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on our website https://www.amanaya.in/policies-and- codes.

5. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:

As on 31st March, 2024 your Company does not have any Joint Ventures, Subsidiaries and Associates Company.

1. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of the CSR expenditure and Composition of Committee as provided in the Section 135 of the Companies Act, 2013 is not applicable to the Company.

2. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of business. All related Party Transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a foreseen and in repetitive nature. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Companys website at web link https://www.amanaya.in/policies-and-codes

During the year, your Company has not entered into any significant material related party transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act,2013 in Form AOC-2 is not applicable.

Suitable disclosure as required under AS-18 has been made in Note to the Financial Statement.

3. PARTICULARS OF EMPLOYEES:

The information containing the names and other particulars of Directors Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014 is attached to this report as Annexure-1.

4. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013:

The Company has zero tolerance for sexual harassment at work place and has adopted a policy prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year, the Company had not received any complaints and no complaints were pending as on 31st March, 2024. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

5. STATUTORY AUDITORSAND REPORT:

The Members of the Company at its 14th AGM held on 28th of August, 2023 had appointed M/s R.K. Dingliwal & Associates Chartered Accountant(s), (FRN: 010609N) as Statutory Auditors of the Company to hold office for a period of five years, from the conclusion of the 14th Annual General Meeting till the conclusion of the 19thAnnual General Meeting of the Company to be held in the year 2028.

The Auditors Report does not contain any qualification or adverse remark. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. The Auditors has not reported any matter of an offence of fraud to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

6. INTERNAL AUDITORS AND REPORT:

M/s. Abhishek Mahajan is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

7. SECRETARIAL AUDIT:

The Company has listed its Equity Shares on SME Platform of the BSE Limited. Further, The Secretarial audit report has been presented in Annexure 2.

8. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report provides a perspective of economic and social aspects material to your Companys strategy and its ability to create and sustain value to your Companys key stake holders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report capturing your Companys performance, industry trends and other material changes with respect to your Company is attached to this report as Annexure– 3.

9. CORPORATE GOVERNANCE:

The members may please note that the provisions relating to Corporate Governance are not applicable to the Company. Accordingly, your Company is not required to submit the Corporate Governance Report with this Annual Report. However, keeping in view the objective of encouraging the use of better practices, your Company has decided voluntarily to adopt and disseminate disclosure of Corporate Governance which not only serve as a benchmark for the corporate sector but also help the Company in achieving the highest standard of Corporate Governance.

Accordingly, a voluntary disclosure on Corporate Governance as stipulated under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure –4.

As such the Members may note that any omission of any Corporate Governance provisions shall not be construed as non-compliance of the above-mentioned regulations.

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

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

11. CHANGE IN THE NATURE OF BUSINESS:

For sustained growth in the future, Company wants sorely on its main business of trading of Precious Metals & Jewelry. Hence, there is no change in the nature of the business of the Company during the year.

12. LISTING FEES:

The Equity Shares of the Company are listed on SME Platform of BSE Limited and The Company has paid the applicable listing fees to the Stock Exchange till date.

13. USE OF PROCEEDS:

The details of utilization of proceeds from IPO have been disclosed as per requirement of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. STATEMENT OF CHANGE IN EQUITY SHARE CAPITAL:

During the financial year, there is no change in authorized share capital of the Company. However, your Companys issued, subscribed & paid up Equity Share Capital is Rs. 3,73,90,000 (Rupees Three Crore Seventy-Three Lakh Ninety Thousand) divided into 37,39,000 (Thirty-Seven Lakh Thirty-Nine thousand) Equity Shares of Rs.10/-each as on 31st March, 2024.

15. REGISTRAR AND SHARE TRANSFER AGENT:

Your Company has appointed Beetal Financial & Computer Services private Limited as the Registrar & Transfer Agent (RTA) for Share Registry Services and ISIN Number of your securities is INE0G1V01016.

16. RISK MANAGEMENT:

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.

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

18. MAINTENANCE OF COST RECORDS & AUDIT:

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

19. DISCLOUSURE ON SECRETARIAL STANDARDS COMPLIANCE:

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

20. DISPATCHOFANNUALREPORTTHROUGHELECTRONICMODE:

In compliance with various MCA Circulars and SEBI Circulars, notice of the AGM along with the Annual Report 2023- 24 is being sent only through electronic mode to those members whose email addresses are registered with the Company/RTA/Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Companys website links https://www.amanaya.in/others/ and https://www.amanaya.in/financials/ respectively and websites of the Stock Exchange, i.e., BSE Limited at www.bseindia.com and on the website of the Companys Registrar and Transfer Agent Beetal Financial & Computer Services private Limited.

However in respect of equity shareholders holding shares in physical form and whose email ids are not available the notice along with annual report shall be sent through speed post latest by 19^th August 2024.

21. HUMAN RESOURCES:

The Company treats its "Human Resources" as one of its most important assets. The Companys culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

22. DISCLOSURE OF ACCOUNTING TREATMENT

The members may please note that the provisions relating to adopting Ind AS are not applicable to the Company. However, keeping in view the objective of encouraging the use of better practices, your Company has voluntarily adopted the Ind AS.

23. ACKNOWLEDGEMENTS AND APPRECIATIONS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Bankers, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to record their recognition of the customer support and patronage by the corporate houses in and around Amritsar.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

By Order of the Board of Directors Amanaya Ventures Limited