ETT Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company together with the audited financial statements for the financial year ended March 31, 2024.

Financial Performance

Your Company’s financial performance for the year under review as compared with that during the previous year is summarized below:

(Amt. in lakhs)

Particulars	Financial Year ended
	March 31, 2024	March 31, 2023
Revenue from Operations	0.00	71.99
Other Income	274.20	208.30
Total Income	274.20	280.29
Profit/ loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	235.55	184.09
Less: Depreciation/ Amortisation/ Impairment	0.00	23.41
Profit/ loss before Finance Costs, Exceptional items and Tax Expense	235.55	160.68
Less: Finance Costs	0.00	1.23
Profit/ loss before Exceptional items and Tax Expense	235.55	159.45
Add/ (less): Exceptional items	0.00	835.85
Profit/ loss before Tax Expense	235.55	995.30
Less: Tax Expense	62.06	145.05
Profit/ loss for the year (1)	173.49	850.25
Total Comprehensive Income/ loss (2)	0.00	(1.76)
Total (1+2)	173.49	848.49

State of the Company’s affairs

a) The Company is engaged in the business as property developers and allied services. There has been no change in the business of the Company during the year ended March 31, 2024.

b) The highlights of the Company’s performance are as under:

Total Income and Operating Profit (Loss) for the year under review amounted to Rs. 274.20 Lakh and Rs. 235.55 Lakh respectively as compared to Rs. 280.29 Lakh and Rs. 184.09 Lakh, in the previous financial year. The Profit (Loss) before Tax and Profit (Loss) after Tax for the year under review amounted to Rs. 235.55 Lakh and Rs. 173.49 Lakh respectively as compared to Rs. 995.30 Lakh and Rs. 850.25 Lakh, in the previous financial year.

Other Material Changes

A Share Purchase Agreement was executed between the erstwhile promoters of the Company i.e Mr. Sandeep Sethi, Mr. Gurupreet Sangla, Mr. Harvinder Singh and Mr. Sanjay Arora and the Mr. Sunil Hukumat Rajdev on in respect of the shares held by the erstwhile promoters.

Subsequently, open offer of 26,95,852 equity shares was made by the acquirer against which 1,40,000 equity shares were tendered by the public.

During the year under review, the Open Offer under SEBI (SAST) Regulations, 2011 by the new Promoter Mr. Sunil Hukumat Rajdev was completed and he acquired the equity shares held by the promoters of the Company.

Post completion of the Open Offer under SEBI (SAST) Regulations, 2011, the Promoter and Promoter Group Shareholders were reclassified as Public Shareholders under the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Management’s discussion and analysis report

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations), the Management’s discussion and analysis report is set out in this Annual Report.

Share Capital

a) Equity shares with differential rights

The Company has not issued any equity share with differential rights during the year under review.

b) Buy Back of Securities

The Company has not bought back any equity shares during the year under review.

c) Sweat Equity

The Company has not issued any sweat equity shares during the year under review. d) Bonus Shares

No bonus shares were issued during the year under review.

e) Employees Stock Option Plan

The Company has not provided any stock option scheme to the employees.

Investor Education and Protection Fund (IEPF)

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year under review.

Directors and Key Managerial Personnel

As per the Articles of Association of the Company and the relevant provisions of the Companies Act, 2013, Mr. Narendra Kumarchitosia (DIN 09487160) is liable to retire by rotation at the ensuing Annual General Meeting (‘AGM’) and being eligible, offer himself for re-appointment. Keeping in view his expertise, experience and knowledge, the Board considers it desirable to continue to avail his services and recommends his re-appointment.

During the year under review, Ms. Sanjana Rani, Company Secretary of the Company was appointed as Chief Financial Officer of the Company with effect from July 12, 2023 in recognition of her performance and dedication towards the Company.

Further, Mr. Sandeep Sethi and Mr. Gurupreet Sangla, Managing Directors of the Company have tendered their resignations post completion of the Open Offer under SEBI (SAST) Regulations, 2011, by the new Promoter Mr. Sunil Hukumat Rajdev. Their resignations were effective from the closing of the business hours of February 14, 2024.

Ms. Afsana Mirose Kherani (DIN: 09604693), Mr. Narendra Kumar Chitosia (DIN: 09487160) and Mr. Nitin Ashokkumar Khanna (DIN: 09816597) were appointed as an Additional Non-Executive Directors on the board of the Company in the Board meeting held on March 20, 2024.

Mr. Harvinder Singh and Mr. Sanjay Arora, Executive Directors of the Company have also tendered their resignations post completion of the Open Offer under SEBI (SAST) Regulations, 2011, by the new Promoter Mr. Sunil Hukumat Rajdev. Their resignations were effective from the closing of the business hours of March 20, 2024.

After the closure of the financial year under review, the Independent Directors of the Company i.e Mr. Ratinder Pal Singh Bhatia, Mr. Sanjay Sharma and Ms, Roopal Sharma, also gave their resignation pursuant to the completion of the Open Offer under SEBI (SAST) Regulations, 2011, by the new Promoter Mr. Sunil Hukumat Rajdev effective from the April 1, 2024.

Subsequently, Mr. Lovish Kataria (DIN: 06925922) and Ms. Namrata Sharma (DIN: 10204473) were appointed as an Additional Non-Executive Independent Director for a term of 5 years with effect from May 01, 2024, subject to the approval of members in the ensuing General Meeting.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Particulars of Contracts or Arrangements made with Related Parties

In line with the requirements of the Companies Act, 2013 and Listing Regulations, a Policy on Related Party Transactions is in place. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 do not form part of the report. The details of the related party transactions are set out in Note 32 to the financial statements forming part of this Annual Report.

Transfer to reserves

The closing balance of the retained earnings of the Company for the financial year 2024, after all appropriation and adjustments was Rs. 1405.64 Lakh. No retained earnings have been transferred to General Reserve, during the year under review.

Dividend

To retain funds for future projects, your Directors do not recommend any dividend for the year ended March 31, 2024.

Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

Remuneration Policy

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, is in place. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company. The disclosure pertaining to the managerial remuneration is mentioned in the Corporate Governance Report.

Particulars of Employees

The particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure 1 to the Board’s report. The information required under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the performance evaluation process for the Board, its Committees and Directors. The detailed manner in which formal annual evaluation has been made by the Board has been mentioned in the Corporate Governance Report which is part of this report.

Meetings of the Board

The Board of Directors met 10 (Ten) times during the year ended March 31, 2024 i.e. in accordance with the provisions of the Companies Act, 2013 and rules made there under. For further details, please refer report on Corporate Governance which forms part of this Annual Report.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

All Independent Directors have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their name in the data bank of independent directors, pursuant to the provision of Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have confirmed that they shall comply with other requirements, as applicable under the said rule.

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

Familiarization Program of Independent Directors

The details of familiarization program for Independent Directors are in place. The Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities, at the time of appointment of an independent director.

Separate Independent Directors’ Meeting

During the financial year ended March 31, 2024, separate meeting of the Independent Directors was held on March 25, 2024 without the attendance of non-independent directors and members of the management. Independent Directors Meeting considered the performance of Non-Independent Directors and Board as whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

Internal Financial Control and its adequacy

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

Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, Members of the Company in the 29^th Annual General Meeting held on September 29, 2022 approved the appointment of M/s VSD & Associates, Chartered Accountants (FRN: 008726N), as the Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting of the Company.

However, after the closure of the financial year under review, M/s VSD & Associates, Chartered Accountants (FRN: 008726N), had tendered their resignation, due to their pre-occupation in other assignments, effective from May 11, 2024.

In order to fill the casual vacancy so created by the resignation of M/s VSD & Associates, Chartered Accountants, M/s GSA & Associates LLP, Chartered Accountants, were appointed in a Board Meeting held on June 14, 2024, as the Statutory Auditors of the Company, subject to the approval of the shareholders in the general meeting, to hold the office up to the conclusion of the ensuing Annual General Meeting of the Company.

Further, M/s GSA & Associates LLP, Chartered Accountants, submitted their resignation as Statutory Auditors of the Company effective from July 23, 2024.

Therefore, M/s S D P M & Co. Chartered Accountants, (ICAI Firm Registration No. 126741W) were appointed as a Statutory Auditors in the Board meeting Held on 07^th August 2024 in a casual vacancy caused due to the resignation of M/s GSA & Associates LLP, Chartered Accountants, to hold the office for the period up to the conclusion of the ensuing Annual General Meeting of the Company.

Auditors’ Report

The Report given by M/s VSD & Associates, Chartered Accountants on the financial statement of the Company for the year ended March 31, 2024 is part of the Annual Report. The observation of the Auditors along with comments of the Board of Directors thereon is as follows:

"In our opinion and according to the information and explanations provided to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 (2 of

1934) is applicable to the Company, because the company’s financial assets constitute more than 50 per cent of the total assets and income from financial assets constitute more than 50 per cent of the gross income. However, the company does not obtained registration under the provision of Section 45-IA of the Reserve Bank of India Act, 1934, because as per the management the transaction entered are temporary in nature and it has breached the limit specified under the provision Section 45-IA due to certain specific transactions."

Auditor Comment

Management Response

In our opinion and according to the information and explanations provided to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) is applicable to the Company, because the company’s financial assets constitute more than 50 per cent of the total assets and income from financial assets constitute more than 50 per cent of the gross income. However, the company does not obtained registration under the provision of Section 45-IA of the Reserve Bank of India Act, 1934, because as per the management the transaction entered are temporary in nature and it has breached the limit specified under the provision Section 45-IA due to certain specific transactions (refer note no 48).

There was no business in previous year, hence the company has taken loan for the utilization in the business and the same will be repaid in future times.

Accounts along with notes and Independent Auditors’ Report (except as aforesaid) are self-explanatory and do not require further explanation and clarification.

Accounts along with notes and Independent Auditors’ Report (except as aforesaid) are self explanatory and do not require further explanation and clarification.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 and rules thereunder, the Board has appointed CS Megha Samdani Proprietor of MK Samdani & Co., as secretarial auditor of the Company for the financial year 2023-24. The secretarial audit report for the financial year 2023-24 forms part of this report as Annexure 2. The secretarial audit report does not contain any qualification, reservation or adverse remark.

Corporate Governance Report

The Corporate Governance Report, as stipulated under the Listing Regulations, forms part of this Report. Your Company has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report. The Company has adopted the policies in accordance with the Companies Act, 2013 and the Listing Regulations.

The requisite Certificate issued by Megha Samdani, Company Secretaries, in line with the Listing Regulations is annexed and forms part of the Corporate Governance Report.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Change in registered office

During the year, the registered office of the Company was shifted to 8/18/, Basement, Kalkaji Extension, New Delhi 110019, with effect from March 20, 2024.

Annual Return

The Annual return as required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 is available on the Company’s website at https://ettgroup.in/

Secretarial Standards

The applicable mandatory Secretarial Standards, i.e., SS-1: Secretarial Standard on Meetings of the Board of Directors and SS-2: Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, have been followed by the Company.

Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

Audit Committee

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures therefrom;

(b) the Directors had 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 financial year and of the loss of the Company for that period;

(c) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the

Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts are prepared on a going concern basis;

(e) the internal financial controls are laid to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Vigil Mechanism Policy

A Vigil Mechanism Policy is constituted for Directors and employees to provide appropriate avenues to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct. The Company has provided dedicated e-mail id ettsecretarial@gmail.com for reporting such concerns to Vigilance Officer or to the Chairman of the Audit Committee in exceptional cases. Alternatively, employees can also send written communications to the Company. The employees are encouraged to voice their concerns by way of whistle blowing and all the employees have been given access to the Audit Committee. The Whistle Blower Policy is in place with the Company.

Reporting of frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Directors Report.

Listing

The equity shares of your Company are listed on BSE Limited. The Annual Listing fee for the financial year 2023-24 has been paid to BSE Limited.

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

The Company has in place the Policy on Prevention of Sexual Harassment at Workplace in line with the requirement of the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. There were no complaint(s) received from any employee during the financial year 2023-2024.

Risk Management Policy

In today’s economic environment, Risk Management is very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company recognizes risk management as an integral component of good corporate governance. The Company has developed and adopted a risk management policy. Risks are assessed encompasses, Operational risks, Internal Control risks, External risks, information technology risks etc.

Significant and material orders passed by the Regulators or Courts or Tribunals

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The following information is given in accordance with the provisions of subsection 3(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014:

(a) Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

(b) Export Activities: There was no export activity in the Company during the year under review.

(c) Foreign Exchange Earnings and Outgo: There was no foreign exchange earning and expenditure of the Company during the year under review.

Maintenance of Cost Records

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 on the Company.

Acknowledgement

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, tenants, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

ETT LIMITED	BY ORDER OF THE BOARD OF
(CIN: L22122DL1993PLC123728)	DIRECTORS
REGISTERED OFFICE: 8/18
BASEMENT, KALKAJI EXTENSION,
KALKAJI, SOUTH DELHI, NEW DELHI,	Sd/-
DELHI, INDIA,110019	NITIN ASHOKKUMAR KHANNA
	ADDITIONAL DIRECTOR
	(DIN: 09816597)
	Sd/-
	AFSANA MIROSE KHERANI
DATE: 07/09/2024	Additional Director
PLACE: Delhi	(DIN: 09604693)