Ardi Investments & Trading Company Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 44th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

The Financial performance of the company for the year ended 31st March, 2024 is summarized as follows:

(Amount in Lakhs.)

PARTICULAR	2024-25	2023-24
Income	1927.71	57.74
Less: Expenditure	1922.91	33.26
Profit/(Loss) Before Depreciation And Taxes	4.81	24.48
Less: Depreciation	-	-
Net Profit/(Loss) Before Tax	4.81	24.48
Less: Provision For Tax	(1.66)	6.16
Deferred Tax	-	-
Profit/(Loss) After Deferred Tax	6.46	18.32

2. FINANCIAL HIGHLIGHTS

During the Financial Year 2024-25, the Net Pro it after the Tax is Rs. 6,46,469/-.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year company has removed the some Clauses from the Memorandum of Association and addition some other Object Clause in the Memorandum of Association of the Company approved by the Shareholders of the Company in the Extra Ordinary General Meeting of the Company held as on 28th March, 2025.

4. DIVIDEND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

5. RESERVES

The amounts transferred as on ended of inancial year 2024-25 as Reserves are Rs. 6,46,469/-

6. SHARE CAPITAL

AUTHORISED SHARE CAPITAL: The Authorised Share Capital is Rs. 3,00,00,000/- (Rupees Three Crore Only) divided in to 30,00,000 (Thirty Lakhs) Equity Shares of Rs. 10/- each.

PAID UP SHARE CAPITAL: The Paid-Up Share Capital is Rs. 40,00,000/- (Rupees Forty Lakhs Only) divided in to 4,00,000 (Four Lakhs) Equity Shares of Rs. 10/- each.

ISSUE OF SWEAT EQUITY SHARE: The Company under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity share during the year under review.

BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review.

BONUS SHARES: No Bonus Shares were issued during the year under review.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board composition of the Company shall be as follows:

Sr. No.	Name of Directors/KMPs	Designation
1	Gautam Pravinchandra Sheth	Managing Director
2	Karan Vidhyutbhai Purani	Executive Director
3	Dhaval Vaghela	Non-Executive Independent Director
4	Nidhi Kumari Prajapat	Non-Executive Independent Director
5	Atulkumar Balchandbhai Shah	CFO(KMP)

RETIREMENT BY ROTATION

a. In accordance with the provisions of the Companies Act, 2013 Mr. Gautam Pravinchandra Sheth, Managing Director of the company who is liable to retire by rotation, being eligible for reappointment, offers himself for reappointment. Appropriate resolutions for the re- appointment are being placed for your approval at the ensuing AGM.

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director con irming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

APPOINTMENT AND RESIGNATION

During the under review, company has appointed Mr. Rahul Shankarlal Nim as Non-Executive Non-Independent director w.e.f. April 22, 2024 of the Company and Mr. Kunj Bihari Soni was appointed as a Executive Director of the Company w.e.f. 06th December, 2024.

Further Mr. Tushar Rai Sharma was appointed as a Independent Director of the Company and Ms. Vishakha D. Shah Resigned from the Post of Independent Director of the Company w.e.f. 04th February, 2025.

Mr. Parth Ashvinkumar Patel was resigned from the Post of Company Secretary cum Compliance Of icer as on 12th August, 2024.

Mr. Umang Agrawal was appointed as a Company Secretary cum Compliance Of icer of the Company as on 04th October, 2024.

Further there was no change in the Board of Director of the Company except above changes.

8. NUMBER OF THE MEETINGS OF THE BOARD

During the Year under the review the Board of Directors met 11 (Eleven) times, Details of the Meetings are as under.

Board Meetings held during the Year

Date on which the Meetings were held	BoardTotal Strength Board	of theNo of directors present
22-04-2024	4	4
30-05-2024	5	5
08-08-2024	5	5
12-08-2024	5	5
04-09-2024	5	5
04-10-2024	5	5
08-11-2024	5	5
06-12-2024	5	5
04-02-2025	6	6
13-02-2025	6	6
03-03-2025	6	6

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Various Committees.

10.DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby con irmed that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures; b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the inancial year and of the pro it/loss of the company for that period; c) The directors have taken proper and suf icient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors have prepared the annual accounts on a going concern basis; and e) The directors have laid down internal inancial controls to be followed by the company and that such internal inancial controls are adequate and were operating effectively. f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11.REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

12.MANAGERIAL REMUNERATION

Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in this report.

13.DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the inancial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is not applicable to the company. And Company does not have any subsidiary.

14.AUDITORS

Statutory Auditor:

M/s. S K Bhavsar & Co., Chartered Accountants (Firm Registration No. 145880W) as the Statutory Auditors of the Company to hold of ice for second of 5 ( ive) years starting from 1st April 2024 till the conclusion of Annual General Meeting to be held for the FY 2028-29.

The Auditors Report does not contain any quali ication, reservation or adverse remark. The Auditors Report is enclosed with the inancial statements.

There is no prevalence of fraud reported by the auditors as required under Section 143(12) of the Companies Act, 2013.

Secretarial Auditors:

In terms of Section 204 of the Act, the Company has appointed M/s Dharti Patel &, Practicing Company Secretary as Secretarial Auditors of the Company to hold of ice for 5 ( ive) years starting from this Annual General Meeting to till the conclusion of Annual General Meeting to be held for the FY 2029-30, subject to the Approval of the Shareholder in the General Meeting.

The report of the Secretarial Auditor is enclosed to this report as “Annexure A”.

The Secretarial Audit Report does not contain any quali ication, reservation or adverse remark.

15.AUDITORS REPORT

The Auditors Report does not contain any quali ication. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16.DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

17.INTERNAL AUDIT & CONTROLS

The Company has appointed, external irm as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the

Company, review of operational ef iciency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors indings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve ef iciency in operations.

18.VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

19.RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act 2013 & SEBI (LODR) Regulation, 2015, the Company has constituted a Business Risk Management Committee. At present the Company has not identi ied any element of risk which may threaten the existence of the Company.

20.ATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the Year under review, it has found that there is no any changes and commitment which is affecting the Financial Position of the Company.

21.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the Year under review, Of ice of the Regional Director (Western Region), Mumbai has passed the Order as on 20th August, 2024 for the Shifting of the Registered Of ice of the Company from State of Maharashtra to State of Gujarat. However the said order does not impact on the going concern of the Company. Further except that there is No any signi icant and material order has been passed by any regulators or courts or tribunals impacting the going concern status and companys operations in future. The company is doing reasonable growth and development.

22.DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH

REFERENCE TO THE FINANCIAL STATEMENTS.

The company has adequate internal control systems in place. With a view to monitor the Companys performance as well as to make sure that internal checks and controls are operating properly, the Company has appointed external irms of Chartered Accountant as Internal auditor. The audit committee ensures that the internal control systems are adequate and working effectively.

23.DEPOSITS

The details relating to deposits, covered under Chapter V of the Act:

24.PARTICULARS OF LOANS GIVEN, GUARANTEES PROVIDED OR INVESTMENTS MADE

UNDER SECTION 186

The Company has not granted any loans, Investment made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the inancial statement.

25.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Listing Obligation Disclosure Regulation (LODR), 2015 during the inancial year ended March 31, 2025 are given below. Suitable disclosures as required under AS 18 have been made in the Financial Statement. It means there is no related party transaction.

26.PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request .However as per the provisions of Section 136 of the said Act, the Annual Report Excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any, member interested in obtaining the information on employees particulars, which is available for inspection by the members at the registered of ice of the Company during Business hours on working days of the Company up to the date of ensuing Annual General Meeting, may write to the Company at the registered of ice of the Company in advance.

27.CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall not be applicable to the Company.

28.DETAILS OF COMMITTEES OF THE BOARD

Audit Committee:

The Company has constituted the Audit Committee with the primary objective to monitor and provide effective supervision of the Managements Financial Reporting Process with the view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of inancial reporting.

All the recommendations / submissions made by the Committee during the year were accepted by the Board.

During the Year under review the Meeting of Audit Committees was held for 5 (Five) times as on 30/05/2024, 08/08/2024, 08/11/2024, 13/02/2025 and 03/03/2025.

The composition of the Committee and details of meetings attended by the members are given below:

Name	Designation	Category	No. Meetings Eligible Attend	ofNo. of Meetings toPresented
Ms. Vishakha Shah*	Chairman	Non-Executive Independent Director	4	4
Mr. Gautam Pravinchandra Sheth	Member	Executive Director	5	5
Mrs. Nilam Viren Makwana	Member	Non-Executive Independent Director	5	5
Mr. Tushar Rai Sharma*	Chairman	Non-Executive Independent Director	1	1

*Ms. Vishakha Shah was resigned from the Post of Directorship and Chairman of Audit Committee and Mr. Tushar Rai Sharma appointed as a Independent Director and Chairman of Audit Committee as on 04th February, 2025.

Nomination and Remuneration Committee:

In compliance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, the Board has constituted Nomination and Remuneration Committee (NRC).

NRC of the Board has been constituted mainly to determine and recommend to the Board, the Companys policies on remuneration packages for Executive and Non-Executive Directors and policies on Nomination for Appointment of Directors, Key Managerial Personnel and Senior Management Personnel.

All the recommendations / submissions made by the Committee during the year were accepted by the Board.

During the year under review the meeting of the Nomination and Remuneration committee for 4 (four) times as on 22/04/2024, 04/10/2024, 06/12/2024 and 04/02/2025

The composition of the Committee and details of meetings attended by the members are given below:

Name	Designation	Category	No. Meetings Eligible to Attend	ofNo. Meetings Presented of
Ms. Nilam Makwana	Chairman	Non-Executive Director	Independent4	4
Ms. Vishakha Shah	Member	Non-Executive Director	Independent4	4
Ms. Shvetalben Dataniya	Member	Non-Executive Non- Independent Director	4	4

29.HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

30.CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable on the Company as the Company is not having the paid up share capital exceeding Rs. 10 crore and Net worth is exceeding Rs. 25 cores. Further, Company has obtained a Certi icate from a Practicing Company Secretaries certifying the same.

31.INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved and adopted 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 Company shares by the Directors and designated employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code. All Board of Directors and designated employees have con irmed compliance with the Code.

32.AMENDMEND IN MEMORANDUM AND ARTICLE OF ASSOCIATION OF THE COMPANY

During the year Company has amended its Address Clause in the Memorandum of Association upon the Change of Registered Of ice of the Company from State of Maharashtra to State of Gujarat.

Further Company has also amended the object clause by Deleting and addition of some object by passing Special Resolution in the Extra Ordinary General Meeting of the Company held as on 28th March, 2025.

The Object Clause to be removed from MOA are mentioned below:

4. To give guarantees and in particulars to guarantee the payment of any principal moneys, interest or other money secured or payable under the debentures, bonds, debenture-stock, mortgages, charges, contracts, obligations and securities and the payment of dividends on and the repayment of the capital of stock and shares.

5. To carry on the business as a Merchants, packers, traders commission agents, business agents, seller agents, brokers, adatia, buyers, sellers, inventors, importers, exporters, dealers in, commodities, minerals, ores, raw materials, manufactured products, goods and ware, plant, machinery, spares, accessories, tools, wool, raw silks, yarn ibres, garments, apparels, handlooms, cottage industries, poultry, and dairy milk products, oil seeds, tea, coffee, cocoa, spices, herbs, cosmetics, drugs, medicinal, products, tobacco, leather wares, timber products, rubber and rubber products, plastics and plastic products, paper and paper products, electronics, steel and steel products, furnitures, hardware, building construction materials, days, chemicals, Petrochemicals, products, fertilizers, colours, paints, glass and glassware ceramics, electrical items, household appliances, of ice equipment, stationers, automobile products, gold, silver, diamonds, precious stones and jewellers and to act as Export House.

The Object Clause to be added in the MoA are mentioned below:

4. To carry on the business of designing, manufacturing, producing, assembling, altering, repairing, buying, selling, packing, transporting, distributing, import, export of all types of ornaments, jewels, gemstones & to carry on in India or elsewhere the business to prepare, cut, polish, set, design, display, exchange, examine, inish, and establishing support services but not limited to Research & Development, transports, maintenance of information systems & consultants for the aforementioned services & businesses.

5. To carry on the business of agricultural and contract farming, including the cultivation, production, processing, packaging, marketing, and distribution of all types of agricultural products, edible oils, crops, and livestock, either directly or through contract farming arrangements. The company shall engage in providing technical, inancial, and logistical support to farmers for the cultivation of crops, production of food and non-food products, and animal husbandry. It may also involve in land development, irrigation systems, farm management services, and the promotion of sustainable farming practices. The company may enter into contracts with farmers or other entities for the supply and procurement of agricultural produce, engage in research and development, and invest in agricultural infrastructure and technology to enhance productivity and market reach.

Except above mentioned there is no any changes / amendment in Memorandum and Article of Association of the Company during the year.

33.COMPLIANCE WITH SECRETARIAL STANDARD

Company has complied with all the secretarial standards applicable to it.

34.ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous support received from Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Companys employees at all levels.

	For, Ardi Investment and Trading Co. Ltd
Date : 29.08.2025
Place : Ahmedabad	Sd/-	Sd/-
	Gautam P. Sheth	Karan V. Purani
	Managing Director	Director
	DIN : 06748854	DIN : 10295613