Ind-Agiv Commerce Ltd Directors Report

DIRECTORS REPORT

To,

The Members

IND-AGIV COMMERCE LIMITED

Your Directors are pleased to present the 40^th (Fortieth) Directors Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended as on 31st March 2026.

1. STATE OF AFFAIRS OF THE COMPANY:

a) FINANCIAL RESULTS

	Standalone		Consolidated
Particulars	Current Year ended 31.03.20 26	Previous Year ended 31.03.202 5	Current Year ended 31.03.2026	Previous Year ended 31.03.2025
	(Rs. in Lakhs)		(Rs. in Lakhs)
Revenue from Operations & other Income	270	353	282	390
Profit Before Tax from continuing Operations Before exceptional items	(53)	(160)	(49)	(166)
Exceptional Items	(76.57)	(24)	(76)	(24)
Profit before Taxation	(129)	(184)	(126)	(190)
Less: Prov. for Taxation
- Current	-	-	-	-
- Deferred	(0.14)	0.00	0.00	(0.45)
- Short (Excess)	0.00	0.00	0.00	0.00
Provision of earlier years
Profit /Loss after Taxation	(129)	(184)	(126)	(190)
Earning per equity shares (face value INR 10/- per share)
(1) Basic	(6.27)	(18.4)	(15)	(19)
(2) Diluted	(6.27)	(18.4)	(15)	(19)

2. PERFORMANCE REVIEW:

a. Standalone

The Company has achieved Turnover of Rs. 245.00 Lakhs during the year under consideration as compared to previous year Turnover of Rs. 353 Lakhs which represents decrease in revenue as compared to last year. Also Company has incurred loss of Rs. 129 Lakhs as compared to last years profit of Rs. 184 Lakhs

b. Consolidated

The Company has achieved Turnover of Rs. 258 Lakhs during the year under consideration as compared to previous years Turnover of Rs. 390 Lakhs, which represents increase in revenue as compared to last year. Also Company has incurred loss of Rs. 126 Lakhs as compared to last years loss of Rs. 190 Lakhs

3. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between and at the end of the financial year to which this financial statement relates and the date of this report.

4. TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2025-26.

5. DIVIDEND

The Board of Directors of the Company has decided not to recommend any Dividend for the financial year 2025-26 due to losses incurred by the Company during current Financial Year.

6. PUBLIC DEPOSIT

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of the provisions of Chapter V - Acceptance of Deposits under Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

7. SHARE CAPITAL

Authorized Share Capital of Company is Rs. 8,00,00,000 divided into 40,00,000 Equity Shares of Rs. 10/- each and 4,00,000 preference share of Rs. 100 each.

Paid up Share Capital of the Company is Rs. 3,05,69,650/- consisting of 30,56,965 Equity Shares of Rs. 10/- each.

8. CORPORATE GOVERNANCE

The Compliance of Corporate Governance is not applicable to the Company

9. DIRECTORS:

a) By Rotation

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association Mr. Lalit Singh Chouhan (DIN: 00081816) of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, have offered themself for re-appointment.

b) Declaration of Independence by the Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013, independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act.

During the year under review, pursuant to Section 134(3)(d) of the Act, declarations were received from all Independent Directors of the Company confirming that they fulfill the "criteria of independence" specified in Section 149(6) of the Act and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Terms and conditions of appointment of Independent Directors are placed on the website of the Company at https://www.agivavit.com .

c) Composition of Board of Director

Sr. No Name of the Directors	Date of Appointment	Date of Resignati on
1 Shri Vashdev Bhagwandas Rupani (DIN: 01402074)	30/05/2001
2. Shri Lalit Lajpat Chouhan (DIN: 00081816)	01/10/2015
3. Shri Champak Shantilal Shah (DIN: 07368244)	27/01/2016
4. Shri. Yogesh Vithaldas Thakkar (DIN: 08593581)	22/08/2022
5. Shri. Kishin Devidas Mulchandani (DIN 02582500)	30/09/2015
6. Shri. Nandkishore Sharma (DIN: 00143986)	17/07/2018

Changes in Composition of Board of Directors during the year:

1. Ms. Sushila B. Rupani tendered her resignation on 27th February 2026.

2. Mr. Ranjan Chona, Executive Director, resigned from the Company with effect from 7th March 2026.

Key Managerial Personnel:

In accordance with the provisions of Section 203 of the Act the following are the Key Managerial Personnel of the Company.

Sr. No. Name	Designation
1 Mr. Lalit Lajpat Chouhan	Managing Director & CFO
3. Mr. Omprakash Keshav Harshwal	Company Secretary and Compliance Officer

Changes in Composition of Key Managerial Personnels during the year;

1. Ms. Dimple Jain was appointed as Company Secretary & Compliance Officer of the Company. However, she resigned from the post of Company Secretary & Compliance Officer on 16^th May, 2025.

2. Ms. Puja Pratik Mehta was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 30^th May, 2025. However, she resigned from the post of Company Secretary & Compliance Officer on 14^th August, 2025.

3. Mr. Omprakash Keshavdev Harshwal was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 14^th November, 2025. However, he resigned from the post of Company Secretary & Compliance Officer on 31^st March, 2026.

d) Nomination and Remuneration Policy:

The Company has adopted a Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of a Director and other matters provided under Section 178 (3) of the Act. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

The said Policy lays down the guidelines to be followed in relation to:

• Appointment of the Directors and Key Managerial Personnel of the Company;

• Fixation of the remuneration of the Directors, Key Managerial Personnel and other employees of the Company: and

• Evaluation of performance of Directors, Key Managerial Personnel and other employees of the Company.

The objective of this Policy is to inter-alia:

• Attract, recruit and retain good and exceptional talent;

• List down the criteria for determining the qualifications, positive attributes and Independence of the Directors of the Company;

• Ensure that the remuneration of the Directors, Key Managerial Personnel and other employees is performance driven, motivates them, recognizes their merits and achievements and promotes excellence in their performance;

• Motivate such personnel to align their individual interests with the interests of the Company and further the interests of its stakeholders;

• Ensure a transparent nomination process for Directors with the diversity of thought, experience, knowledge, perspective and gender in the Board; and

• Fulfill the Companys objectives and goals, including in relation to good corporate governance, transparency and sustained long-term value creation for its stakeholders.

The Nomination and Remuneration Policy of the Company can be viewed on website of the Company at https://www.agivavit.com.

e) Manner of Formal Evaluation of Board of Its Performance and that of Its Committees & Individual Director

During the year under review, performance evaluation of the Board as a whole and that of its Committees and Individual Directors have been carried out as per the provisions of the Act. All Independent Directors of the Company at their meeting held on 14^th February, 2026 have evaluated the performance of the Board as a whole, Committees of Board, the Chairman of the Company and the Non-Independent Directors as per the criteria adopted by the Nomination, Remuneration and Compensation Committee and the Board.

The performance evaluation of the Board was based on various parameters such as qualification of Board Members, their diversity of experience and background, whether the Members of the Board met all applicable independence requirements, sufficient number of Board meetings and Committee meetings etc. The performance of the individual Directors was evaluated on parameters such as qualifications, experience, independence, participation in Board Meetings and Committee Meetings, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended 31^st March, 2026, as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available as a separate section which forms part of the Annual Report in "Annexure-A".

11. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

a) Board Meetings

Even though the company is exempted from Corporate Governance as per Regulation 15 of SEBI (LODR) Regulation, 2015, the Company is committed to maintain the highest standards of corporate governance. The Company has formed statutory committees as prescribed by the Companies Act, 2013.

Seven Board meetings were held during the year 2025-26 on May 6, 2025, May 12, 2025, May 30, 2025, July 12, 2025, August 14, 2025, November 14, 2025, February 02, 2026 and March 07, 2026. The details of Board meetings are given below;

Sr. No.	Date
1	06-05-2025
2	12-05-2025
3	30-05-2025
4	12-07-2025
5	14-08-2025
6	14-11-2025
7	14-02-2026
8	07-03-2026

Annual General Meeting/Extra Ordinary General Meeting/Postal Ballot:

The 39^th AGM of the Company was held on Monday, August 11, 2025, at 1:00 P.M. at 09 to 12 B-Wing, Kanara Business Centre, Laxmi Nagar Off Ghatkopar Andheri Link Road, Ghatkopar (East), Mumbai — 400075.

No Extra-ordinary General Meetings were held during the year.

No business were transacted through Postal Ballot during the year.

Meeting of Independent Directors

The Independent Directors of the Company met without the presence of other Directors or the Management of the Company.

The Meetings were conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company (taking into account the views of the Non-Executive Directors) and to assess the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the financial year under review, the Independent Directors met 1 (One) Times - on 14^th February, 2026. All the Meetings was attended by all the Independent Directors of the Company.

No sitting fees were paid to the Independent Directors of the Company for participating in the said meeting.

b) Board Committee

Composition of Board Committees:

I. Audit Committee	II. Stakeholders Relationship Committee	III. Nomination & Remuneration Committee
Kishin Mulchandani Independent Director (Chairman of the Committee)	Kishin Mulchandani Independent Director (Chairman of the Committee)	Kishin Mulchandani Independent Director (Chairman of the Committee)
Champak Shah Independent Director	Champak Shah Independent Director	Champak Shah Independent Director
Nandkishore Sharma Non-Executive Independent Director	Nandkishore Sharma Non-Executive Independent Director	Nandkishore Sharma Non-Executive Independent Director

The composition of the committees are in accordance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Terms of Reference and other details of Board Committees:

I. Audit Committee:

The Audit Committee of the Company is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process and inter alia performs the following functions:-

? Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

? Recommendation for appointment, remuneration and terms of appointment of auditors of the company and approval of payment to statutory auditors for any other services rendered by the statutory auditors;

? Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval;

? Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

? Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

? Approval or any subsequent modification of transactions of the company with related parties;

? Scrutiny of inter-corporate loans and investments;

? Valuation of undertakings or assets of the company, wherever it is necessary;

? Evaluation of internal financial controls and risk management systems;

? Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

? Reviewing the adequacy of internal audit function;

? Discussion with internal auditors of any significant findings and follow up there on;

? Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

? Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

? Review of the functioning of the Whistle Blower mechanism and all redressal mechanisms and forums required under the Companies Act 2013;

? Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

? Review the Management discussion and analysis of financial condition and results of operations;

? Review Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

? Review Management letters / letters of internal control weaknesses issued by the statutory auditors;

? Review Internal audit reports relating to internal control weaknesses;

? Review of the appointment, removal, performance, independence and terms of remuneration of the Chief internal Auditor;

? Review of the regular internal reports to management prepared by the internal auditor as well as managements response there to;

? Review of the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; and

? Evaluating internal financial controls and risk management systems;

11. Nomination & Remuneration Committee:

? The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as under;

? Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance; and

? The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

iii. Stakeholder Relationship Committee:

? The stakeholders relationship committee has the mandate to review and redress shareholders grievances. The Committee expresses satisfaction with the Companys performance in dealing with the investor grievances and its share transfer system.

12. CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its Board Members and Senior Management Personnel. This Code of Conduct is available on the Companys website. I hereby declare that all the Members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct as adopted by the Company for the year ended 31^st March 2026.

13. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) That the Directors have selected such accounting policies and applied them consistently. There is a change in accounting estimate of useful life of transport vehicles based on technical assessment and the Directors have 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) That the Directors have taken proper and sufficient care 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) That the Directors have prepared the annual accounts on a going concern basis;

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

(f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. H.G.sarvaiya & Company (Firm Registration No.: 115705W) Chartered Accountants were appointed as Statutory Auditors of the Company for a period of five consecutive years, commencing from the conclusion of the 38^th Annual General Meeting to hold office till the conclusion of the 43^rd Annual General Meeting of the Company, to be held in the calendar year 2029.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013. Further, as required under the relevant regulation of SEBI Listing Regulations, the Statutory Auditors had also confirmed that they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the Peer Review Board of ICAI.

Internal Audit

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Companys processes.

The Board at its meeting held on July 12, 2025 has appointed M/s. Manoj Kumar S. Patel & Associates, Chartered Accountants (FRN 141442W), as the Internal Auditor of the Company for the Financial Year 2025-26. The Internal Auditor reports directly to the Chairman of the Audit Committee. The Internal Audit function develops an audit plan for the Company, which covers, inter-alia, corporate, core business operations, as well as support functions and is reviewed and approved by the Audit Committee.

The internal audit approach verifies compliance with the operational and system related procedures and controls. Significant audit observations are presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations on a regular basis.

Cost Audit

The provisions of Cost Audit and maintenance of cost records as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, are not applicable to the Company and hence such accounts and records are not required to be maintained by the Company.

15. Modified Statutory Auditor Reports

The Statutory Auditors Reports on the Annual Audited Financial Statements for the financial year 2025-26 forms part of the Annual Report and are modified i.e. they contain qualification, reservation, or adverse remark.

16. SECRETARIAL AUDIT REPORT

In accordance to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mehta & Mehta, Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2025-26.

The Report of the Secretarial Auditor is annexed hereto as Annexure B. The said Report does not contain any qualification, reservation or adverse remark except reservations as follows:

1. The Company initially submitted its Standalone and Consolidated Audited Financial Results for the year ended March 31, 2025 under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 without enclosing the Statement on Impact of Audit Qualifications in respect of the modified opinion / qualifications made in the Statutory Auditors Report.

Pursuant to a discrepancy observation raised by BSE Limited under SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the Company subsequently rectified the defect and submitted the complete financial results along with the required Statement on Impact of Audit Qualifications in both PDF and XBRL modes on June 14, 2025.

2. The Company was non-compliant with the provisions of Regulations 3(5) and 3(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 regarding the maintenance of a functional Structured Digital

Database (SDD) with adequate internal controls and time-stamping for the financial year ended March 31, 2025.

Consequently, pursuant to BSE Circular No. 20241018-44 dated October 18, 2024, BSE Limited flagged and displayed the status of the Company as Non-compliant with SDD alongside the name of the Compliance Officer on the Get Quote page of the Exchange website.

The matter was placed before the Board of Directors at its meeting held on July 12, 2025, and Board comments acknowledging the non-compliance and committed actions were submitted to the Exchange. Subsequently, to rectify the non-compliance and maintain the Structured Digital Database in compliance with statutory requirements, the Company procured/subscribed to an SDD software solution from Orion Legal Supplies on July 15, 2025.

3. The Company has not maintained its website in accordance with the disclosure requirements under Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. Further, during the audit period, the following e-forms were not filed with the Registrar of Companies, Maharashtra, Mumbai - Ministry of Corporate Affairs:

Sr. No. Compliances Period of Delay in Compliance
1. Form AOC-XBRL for the financial year 2024-25	Not Filed
2. Form MGT-7 for the Financial Year 20242025	Not Filed
3. Form MGT-15 for the Financial Year 202425	Not Filed

5. During the period under review, the Company has partially complied with the provisions of SS-1 issued by the Institute of Company Secretaries India (ICSI), as notified by the Central Government under section 118(10) of the Companies Act, 2013.

6. The annual disclosure under Regulation 31(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011has not been filed for the financial year ended March 31, 2025.

7. The Company received an investor complaint through the SCORES portal on December 19, 2025. However, the complaint was not resolved within 21 calendar days from the date of receipt and remains undisposed of as of the date of this report.

8. The Company did not publish the unaudited financial results for the quarter ended December 31 2025 and quarter and year ended March 31, 2026 in newspapers, as required under Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

9. The shareholding pattern for the quarter ended December 31, 2025 was filed with a delay of 99 days on April 20, 2026.

10. The Company has not appointed a Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company and a period of 3 months has elapsed from the date of resignation of previous Company Secretary and Compliance Officer (Key Managerial Personnel).

11. The Company has filed its Stand-alone and Consolidated Audited Financial Results for the quarter and financial year ended March 31, 2026 with a delay of 89 days on August 27, 2026.

12. The Company has not filed its Stand-alone and Consolidated Unaudited Financial Results for the quarter ended June 30, 2026.

13. Promoter shares have been frozen due to non-compliance of Regulations 6, 7, 13, 23, 31, 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company acknowledges the observations and non-compliances highlighted during the period under review. Certain instances of non-compliance/delay occurred due to inadvertent omissions and gaps in the compliance and monitoring process. The Company has taken, and is in the process of taking, necessary corrective measures to regularise the pending compliances, wherever applicable, and strengthen its internal compliance framework. The Company has also implemented/initiated appropriate systems and processes for timely filing of statutory and regulatory compliances, maintenance of the Structured Digital Database, website disclosures, investor grievance redressal, publication of financial results and other applicable requirements. Further, the Company is taking necessary steps for appointment of the Company Secretary and Compliance Officer and for addressing the outstanding matters relating to promoter shareholding. The Company is committed to ensuring timely and effective compliance with the applicable provisions of the Companies Act, 2013, SEBI Regulations and other applicable laws going forward.

17. REPORTING OF FRAUDS

During the year under review, Management has declared to the Statutory Auditors that there has been Police complaint filed against the Mr. Navneet Singh Gogia and Others for recovery money.

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of Chartered Accountants of India and prescribed by the Central Government.

18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Consolidated Financial Statements of the Company include the Financial Statements of RST Technologies Pvt. Ltd., the wholly owned subsidiary of the Company for the financial year 2025-26.

The Financial Statements of RST Technologies Pvt. Ltd. is also placed on the website of the Company. Any Member desirous of obtaining a copy of the said Financial Statements may send an E-mail to the Company Secretary at investor@agivavit.com for the same.

During the year under review, companies listed below are Companys subsidiaries, joint venture or associate companies;

NAME OF THE SUBSIDARY/ ASSOCIATE COMPANY	REMARKS
RST TECHNOLOGIES PVT. LTD.	100% SUBSIDARY
DATAPOINT IMPEX PRIVATE LIMITED	DIRECTORS AND INTERESTED (ASSOCIATE)

The performance and financial position of each of the subsidiaries as per Companies Act, 2013 is provided to the financial statement and hence not repeated here for the sake of brevity.

19. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations, which also ensures that all assets are safeguarded and transactions are authorized, recorded and reported correctly. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

20. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. In the Boards view, there are no material risks which may threaten the existence of the Company.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AND POLICY ON RELATED PARTY TRANSACTIONS:

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 and Accounting Standard AS-18 is furnished in Form AOC- 2, Annexure "C" and is attached to this report.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also in compliance with Accounting Standards on "Related Party Disclosure".

This Policy was considered and approved by the Board.

Following is the Disclosure as required under Para A. Schedule V of SEBI (LODR) Regulation, 2015:

Sr. No of In the Accounts Subsidiary Company	Disclosures of amounts at the year end and the maximum amounts of loans/advances/investment outstanding during the year.
	Particulars	Amount (Rs.)
RST Technologies Pvt. Ltd.	Purchase & Service Charges	NIL
	Sales & AMC Services	NIL
	Loans & Advances or Outstanding (Debit):NIL
	Balance as on 31-03-2025	NIL
	Maximum Outstanding	NIL
	Loans & Advances or Outstanding (Credit):NIL
	Balance as on 31-03-2025	NIL
	Maximum Outstanding	NIL

 

Sr. No. In the Accounts of Associate Company	Disclosures of amounts at the year end and the maximum amounts of loans/advances/investment outstanding during the year.
	Particulars	Amount (Rs.)
Datapoint Impex	Purchase & Service Charges	NIL
	Sales & AMC Services	NIL
	Loans & Advances or Outstanding (Debit):NIL
	Balance as on 31-03-2026	NIL
	Maximum Outstanding	NIL
	Loans & Advances or Outstanding (Credit):NIL
	Balance as on 31-03-2026	NIL
	Maximum Outstanding	NIL

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

23. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES BY THE

COMPANY:

The Company has not made any Investment, given guarantee and securities during the year under review. There for no need to comply provisions of section 186 of Companies Act, 2013.

24. ANNUAL RETURN

The Annual Return for the financial year 2025-26 is placed on the Companys website www.agivavit.com under the "Investors" Tab.

25. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to Meetings of the Board of Directors and General Meetings respectively have been partially followed by the Company.

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The provisions of Section 134(3) (m) of the Companies Act, 2013, relating to conservation of energy and technology absorption are not applicable to the Company. However the Company has been continuously and extensively using technology in its operations.

There has been no foreign exchange earnings and foreign exchange outgo during the year under review.

27. 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 as this provision is not applicable to the Company.

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company is committed to provide a work environment, which is free from discrimination and unlawful harassment at workplace. An appropriate complaint mechanism in the form of Internal Complaints Committee has been created in the Company for time-bound redressal of the complaint made by the victim.

The members of the Committee provide for the following measures for safety of the women employees at workplace:

a) To formulate the Anti-Sexual Harassment Policy in order to ensure the prevention of sexual harassment and safety of women employees at work place;

b) To conduct the meeting in case of any complaint received in writing from any women employees, to settle the grievances and to ensure the proper compensation in case of any misconduct, harassment with the women employees;

c) Provide a safe working environment at the workplace;

d) Organize workshops and awareness programmes at regular intervals.

There was no compliant received by the Company during the year under the aforesaid Act.

29. DIVIDEND DISTRIBUTION POLICY:

In compliance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy formulated by the Company is available on the website of the Company at https://www.agivavit.com

30. GENERAL

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

i) Details relating to deposits covered under Chapter V of the Act.

ii) Change in nature of Companys business.

iii) Details of significant and material orders passed by Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

iv) Material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year and the date of Report.

v) No material fraud has been reported by the Auditors to the Audit Committee of the Board.

vi) Maintenance of cost records as specified by the Central Government under Subsection (1) of Section 148 of the Act is not applicable to the Company.

vii) No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

31. ACKNOWLEDGEMENT

Your Directors, would like to place on record their deep sense of gratitude to Bankers, Government Authorities and Shareholders. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
IND-AGIV COMMERCE LIMITED
	Sd/-
Place: Mumbai	Mr. Vashdev Bhagwandas Rupani
	Chairperson
Date: 07 Sep, 2026	DIN:01402074