Hem Holdings & Trading Ltd Directors Report

Dear Members,

Your directors are pleased to present their 43rd Annual Report and Accounts of your Company for the year ended on 31st March, 2025.

FINANCIAL RESULTS

(Rs in Lakhs)

	st 31 March,2025	st 31 March,2024
Total Income	37.46	35.10
Total Expenses	157.77	16.40
Profit before tax	(120.31)	18.70
Profit after tax	(120.31)	15.16
Other Comprehensive Income	24.27	39.24
Total Comprehensive Income	(96.04)	54.41

PERFORMANCE REVIEW

Total income for the Financial Year 2024-25 is Rs.37.46 lacs as against Rs35.10 lacs in previous year. Profit before tax for the financial year 2024-25 decreased to Rs. (120.31) lacs as against Rs18.70 lacs for previous financial year and Profit after Tax is Rs. (120.31) lacs against Rs.15.17 lacs for previous financial Year.

The Company does not have any subsidiary, or associate, or joint venture Company.

RESERVES

The Company has not transferred any amount to General Reserve during FY 2024-25.

DIVIDEND

In order to conserve funds of the Company, for future growth, the Board of Directors regrets that no dividend is being recommended for the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

No amount is required to be transferred under the provisions of Section 125(2) of the Companies Act,2013 as there was no dividend declared and paid in last years.

REMUNERATION

As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, no remuneration has been paid to Directors of the Company.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS The Company conducts the Familiarization Programme for the Independent Directors to provide the man opportunity to familiarize with the Company, its Management and its operation so as to

gain a clear Understanding of their roles, rights and responsibilities and contribute significantly to wards the growth of the Company.

NOMINATION AND REMUNERATION POLICY

The Company continues to consider human resources as its invaluable assets. This policy on nomination and remuneration of directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and the Listing Agreement.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes or a commitment occurring after 31st March, 2025, which may affect the financial position of the Company or may require is closure.

COMPLIANCE WITH RBI GUIDELINES

Your company has adopted "Fair practices Code" and complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the RBI for every NBFC Company from time to time.

PUBLIC DEPOSITS

The Company has not accepted any deposit within the meaning of Section 73 and Section 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rule, 2014 including (any statutory modification(s) or re-enactment(s) for the time being in force).

CORPORATE GOVERNANCE

As per the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the specified regulations of Corporate Governance was not applicable on the Company during the financial year 2024-25.

COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost and it as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company and accordingly no such accounts and records are made and maintained.

CHANGE IN THE NATURE OF BUSINESS. IF ANY

There was no change in the nature of business of the Company during the Financial Year ended 31st March,2025.

NUMBER OF MEETINGS OF THE BOARD

The following Meetings of the Board of Directors were Ten Board Meetings held during the Financial Year 2024- 25:

Sr. No	Date of Meeting	Board Strength	No. of Directors Present
1.	08.04.2024	3	3
2.	30.05.2024	3	3
3.	03.06.2024	3	3
4.	25.07.2024	3	3
5.	13.08.2024	3	3
6.	12.11.2024	3	3
7.	29.11.2024	3	3
8.	13.12.2024	3	3
9.	18.12.2024	3	3
10.	08.02.2025	4	4

The particular of the Directors and attendance at the Board Meeting during the year, the attendance in the last Annual General Meeting, number of other directorships (excluding Hem Holdings and Trading Limited) and Committee Memberships as on 31-03-2025 are as follows:

Name of the Director	Attendance at meeting during 2024-25		No. of other Directorship(s) as on 31-03-2025	No. of Other Board Committees member/ Chairman	Category
	BM	AGM
Ketan M Shah	10/10	YES	1	-	Promoter/Non- Executive Director
Sangeeta K Shah	10/10	YES	1	-	Promoter/Managing Director
Sunjay Gupta *	07/7	YES	-	-	Independent Director
Jigar Dave**	03/03	-	-	-	Independent Director
Dolar Kirit Shah ***	01/01	-	-	-	Independent Director

NOTE:

*Resignation of Mr. Sanjay Gupta (DIN: 10249917) from the Directorship of the company with effect from 03.12.2024

**Appointment of Mr. Jigar Pankajbhai Dave (DIN: 10420277) as an Additional Director of the

company with effect from 29.11.2024

***Appointment of Mr. Dolar Kirit Shah (DIN: 09515662) as an Additional Director of the company with effect from 18.12.2024.

Currently the Board has three committees: Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

Audit Committee

The Composition of the Audit Committee as on 1st April , 2024 are as under:

Sanjay Gupta (Chairman )

Ketan Shah (Member)

Sangeeta K Shah (Member)

The Committee has been reconstituted on 18th December 2024, details are as under:

Dolar Kirit Shah (Chairman )

Ketan Moolchand Shah (Member)

Jigar Pankaj Bhai Dave (member)

Meeting attendance during the financial year ended 31st March, 2025 is detailed below:

Date	Audit Committee Attendance
30.05.2024	Sanjay Gupta (Chairman ) Ketan Shah (Member) Sangeeta K Shah (Member)
13.08.2024	Sanjay Gupta (Chairman ) Ketan Shah (Member) Sangeeta K Shah (Member)
12.11.2024	Sanjay Gupta (Chairman) Ketan Shah (member) Sangeeta K Shah (Member)
08.02.2025	Dolar Kirit Shah (Chairman ) Ketan Moolchand Shah (Member) Jigar Pankaj Bhai Dave (member)

NOMINATION AND REMUNERATION COMMITTEE

The Composition of the Nomination and Remuneration Committee as on 1st April , 2024 are as under:

Sanjay Gupta (Chairman )

Ketan Shah (Member)

Sangeeta K Shah (Member)

The Committee has been reconstituted on 18th December 2024, details are as under:

Dolar Kirit Shah (Chairman )

Ketan Moolchand Shah (Member)

Jigar Pankaj Bhai Dave (member)

The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company along with the details of the meetings held and attended by the members of the Committee during the financial year 2024-25 is detailed below:

Date	Nomination and Remuneration committee attendance
29.11.2024	Sanjay Gupta (Chairman )
	Ketan Shah (Member)
	Sangeeta K Shah (Member)

STAKEHOLDERS RELATIONSHIP COMMITTEE.

The committee met once during the year on 08.02.2025. As on 31st March, 2025, the Stakeholders Relationship Committee consists of the following members:

Name of the Member	Status	Meeting	Category
Mr. Dolar Kirit Shah	Chairman	1/1	Independent Director
Mr. Ketan M Shah	Member	1/1	Non-Executive Director
Mr.Jigar Dave	Member	1/1	Independent Director

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act,2013, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, If any;

b) They have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2025 and of the profit and loss of the company for that period;

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,2013 for safe guarding 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) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The Company is not a manufacturing Company and as such no provisions of Conservation of Energy, Technology Absorption under Section 134 of the Companies Act,2013 read with the Companies (Accounts) Rules, 2014 are attracted. It is further stated that there was no inflow and outflow of foreign exchange.

INDIAN ACCOUNTING STANDARDS (IND AS)

Pursuant to the notification, issued by The Ministry of Corporate Affairs dated February 16,2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company has adopted "IND AS" with effect from April 01,2019.

RISK MANAGEMENT POLICY

The Company constantly manages monitors and reports on the principal risk and uncertainties that can have an impact on the Company. Your directors keep a close watch on the risk prone areas and take actions from time to time.

INTERNAL FINANCIAL CONTROL

The Company has an adequate Internal Control System, commensurate with its size, scale and operations to ensure proper recording of financial and operational information and compliance of various internal control and other regulatory and statutory compliance. During the year no, reportable material weakness in the design or operation were observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Jigar Pankaj Bhai Dave has appointed as additional director with effect from 29th November, 2024 as Non-Executive Independent Director of the Company from 29th November , 2024 till the AGM to be held in 2025 and Mr. Dolar Kriti Shah has been appointed as additional director with the effect from 18th December, 2024 as Non-Executive Independent Director of the company till the AGM to be held in 2025.

During the year , Mr Sanjay Gupta , Independent Director has resigned from the Company with effect from 3rd December , 2024.

During the year under review, The Company has appointed Mrs. Monika Chimnani as Company Secretary and Compliance Officer of the Company with the effect from 8th April,2024 and resigned from the said position with effect from 20th July,2024 (After closure of Business hours) and in place of her the company has appointed Mrs. Roshni Singhal as the company secretary and compliance officer with effect from 25th July,2024.

During the year under review, Mr. Ashish Tayal has tender his resigned with effect from 13th December,2024 as Chief Financial Officer and Chief Executive Officer and in place of him company

has appointed Ms. Supreet Kaur (PAN: BFWPK1886C) as Chief Financial Officer with effect from 13th December,2024.

STATUTORY AUDITORS

M/s. Harsh Jain & Associates , Chartered Accountants, Durg , having ICAI Firm Registration No. 007639C , has re-appointment as the Statutory Auditors of the Company to hold the office for a period of five year from the conclusion of this 40th Annual General Meeting till the conclusion of 45th Annual General Meeting of the Company to be held in the year 2027.

The Auditors have issued an unmodified opinion on the Financial Statements, for the financial year ended 31st March, 2025.

SECRETARIAL AUDITOR AND THEIR REPORT

Mrs. Meena Naidu, Practicing Company secretary had been appointed as Secretarial Auditor of the Company for the FY 2024-25. The Secretarial Audit Report for the financial year ended 31st March, 2025 is annexed here with as Annexure-II to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark therefore, no details are required to be disclosed.

FRAUDS REPORTED BY AUDITORS

The Statutory Auditors or Secretarial Auditor of the Company have not reported any frauds under section 143(12) of the Companies Act,2013, including rules made there under.

EXTRACT OF ANNUAL RETURN

The Extract of the Annual Return of the Company has been placed on the website of the Company at www.hemholdings.com.

RELATED PARTY TRANSACTIONS

There is no materially significant Related Party Transaction made by the Company during the year that would require shareholders approval under the Listing Regulations.

Details of the transaction with Related Parties are provided in accompanying financial statement.

There was no transaction during the year which would require to be reported in form no AOC-2.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments outstanding as on 31st March, 2025 are given in the notes to the financial statements.

CHANGE IN CAPITAL STRUTURE AND LISTING OF SHARES

Presently the Companys shares are listed on the Bombay Stock Exchange (BSE). There are no

st

changes in Capital Structure during the F.Y ended 31 March, 2025. Your company has not issued equity shares with differential rights as to dividends, voting or otherwise, and does not have ESOP scheme for its employees/Directors.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration attracting provisions of section 134 (3) (q) of the Companies Act, 2013 read with Rule 5(2) & (3) of Companies (Appointment& Remuneration of Managerial Personnel) Rules,2014.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). In accordance with the provision of Section 152 of the Companies Act, 2013, none of Independent Director is liable to retire by rotation.

PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Meeting the requirements of the statue and considering Boards Performance evaluation as an important step for a board to transit to a higher level of performance, the Nomination and Remuneration Committee has laid down a comprehensive framework for carrying out the evaluation prescribed in the provisions of the Companies Act, 2013 read with rules issued thereunder and the Listing Regulations (including any statutory modifications or re- enactment (s) for the time being in force). The process for evaluation of the annual performance of the Director/Board/Committees was carried out. The overall outcome was positive.

VIGIL MECHANISM

A Vigil Mechanism Policy for Directors and employee of the Company is constituted as per Section 177 (9) to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and report etc.

NBFC LICENSE

Hem Holdings and Trading Limited is one of the certified non-deposit accepting (Category-B) NBFC business institutions from Reserve Bank of India engaged in investments and other investment advisory financial services. Hem Holdings and trading limited since 1980 has been engaged in providing quality services in field of Investment and buying, selling, under writing, investing, acquire and hold securities of every kind whether issued by Companies operating within India or outside.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: -

(a) The Company is not covered under Section 135(2) of the Companies Act, 2013 and as such no disclosure regarding Corporate Social Responsibility is required under the said section or applicable rules.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

(c) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

(d) Your Company has not made any one-time settlement with any of its lenders.

(e) There is no application filed or made under the Insolvency and Bankruptcy, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure- I.

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

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Awareness programs were conducted at various locations of the Company.

The Company has complied with provisions relating to the constitution of the Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints relating to sexual harassment, pending at the beginning of financial year, received during the year and pending as on the end of the Financial Year 2024-25.

ACKNOWLEDGEMENT

Your Directors wishes to express its gratitude and record their appreciation for the commitment and dedicated efforts put in by all the employees. Your director takes this opportunity of expressing the assistance and co-operation extended to the Company by banks, employees, members and all other persons.

For and on behalf of the Board of Directors
(Ketan Moolchand Shah)	(Sangeeta Ketan Shah)
DIRECTOR	DIRECTOR
DIN:00312343	DIN:05322039
Place: Bhilai
Date: 30.05.2025