thirdwave financial intermediaries ltd share price Directors report

Your Directors have pleasure in presenting the 33^rd Annual Report together with the Audited Statement of Accounts for the year ended on 31^st March, 2023.

FINANCIAL RESULTS:	Year Ended 31-03-2023	Year Ended 31-03-2022
	(in Lacs)	(in Lacs)
Total Operating Income	151.33	192.68
Profit/(Loss) from Operations before
Interest & Exceptional Items	(-)8.65	6.54
Interest	-	-
Profit/(Loss) from Ordinary Activities before Tax	(-)8.65	6.54
Tax Expenses	-	1.00
Profit/(Loss) from Ordinary Activities after Tax	(-)8.65	5.54
Exceptional Items	-	-
Net Profit/(Loss) during the period	(-)8.65	5.54

OPERATIONS:

During the year your company participated in Capital Market with investments in listed securities utilizing unused surplus funds from business of the company. The Company engaged in wholesale trading of pulses. The Company is actively trying to develop snacking business. However due to high price rises of raw materials & inflationary pressures the company could not launch snacking business during the year.

DIVIDEND:

The Board considered it to be prudent to conserve the resources for the Companys growth and expansion and accordingly does not recommend payment of any dividend on the equity shares for the financial year under review.

TRANSFER TO RESERVES:

The Directors do not propose to transfer any amount to the general reserves, during the year.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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

MANAGEMENT DISCUSSION & ANALYSIS:

Industry Structure and Development:

The Company is currently exploring in Food and Beverages Industry. The Indian food industry is poised for huge growth, increasing its contribution to world food trade every year. In India, the food sector has emerged as a high-growth and high-profit sector due to its immense potential for value addition. The Indian food processing industry accounts for 36.5 per cent of the countrys total food market, one of the largest industries in India and is ranked fifth in terms of production, consumption, export and expected growth.

Opportunities & Threats, Trends & Strategies:

Opportunities of Food and Beverage Industry:

Online Store & Delivery

Most of the world-leading brands in the food and beverage industry are converting their business online where people would have the option to choose any of their favorite food items and place their order for delivery. Technology to Reduce Cost If the food and beverage industry adopts technology in the maintenance of recording, smart broiler and ovens in the kitchen, and online ordering system, then the whole business would become efficient, there wont be any delaying cost or kitchen-related safety incidents. Higher Income The income of the ordinary working class has been increasing for the past few years, its because of wage laws. When people have extra money, then they would spend by eating well. More sales mean more profit.

Higher Population

Population across has been increasing across the world. Although it has many disadvantages, its beneficial for the food and beverage industry. It is because a higher population means more people to feed, more people means more sales.

Threats of Food and Beverage Industry: Competition

Technology and online shopping have made the entrance into this industry quite easier. Resultantly, the food and beverage industry has become very competitive. Fewer suppliers Since the market is very competitive, but the supplying sources of raw material are limited. Customers Changing Tastes Since the market is crowded with many competitors and customers have many options to order the same product. Cost Pressures The recent inflationary wave has caused serious costing & profitability concerns. The food and beverage industry has been badly affected by it.

Trends & Strategies of the Food and Beverage Industry: Strong Distribution Network

A very good distribution system makes the products available to the customers regardless of their location. Costing Cheap prices make products affordable to customers. Relations with Suppliers When you have reliable suppliers, then you wouldnt face shortages and delays in the delivery of products. Influence of Social Media With the help of social media we can reach a higher customer base.

Outlook:

Trading sales this year is were affected due to high fluctuations in prices in market place however growth in sales is likely to be spurred in future years. Outlook for the current year remains moderate due to high inflationary pressures resulting in huge price/demand variations.

Internal Control System:

The Company has adequate internal control procedures commensurate with its size and nature of business. The objective of these procedures is to ensure efficient use and protection of the company resources, accuracy in financial reporting and due compliance of statutes and company policies & procedures. Checks and balances exist in the system to ensure that all transactions are adequately authorized and reported correctly.

Risks & Concerns:

The Companys operations are subject to risks which can impact business performance essentially with regard to prices of basic materials. The management is seized of assessing such risks and takes measures to address the same.

Human Resources Development:

The Company appreciates that human assets constitute the driving force behind the companys growth plans. The Company has, during the previous year, continued to have good relations with its employees. Your Company would like to record the wholehearted support and dedication received from the employees at all levels.

Cautionary Statement:

Statement in the Management Discussion and Analysis describing the Companys position and expectation may be "forward looking statements" within the meaning of applicable securities laws & regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operation include, among others, economic conditions affecting demand/ supply, changes in Government regulations, tax laws and other statutes and incidental factors.

LISTING:

The Equity Shares of the Company are listed at Bombay Stock Exchange (BSE). Listing fees for 2023-24 has been paid to the Stock Exchange.

DEMATERIALIZATION OF SHARES:

100% of the shareholding of the promoters of the Company is in dematerialized form as on 31^st March, 2023. The Companys Registrars and Share Transfer Agents are M/s Niche Technologies Private Limited having their office at 3A, Auckland Place, 7^th Floor, Room No. 7A & 7B, Kolkata 700 017.

NUMBER OF BOARD MEETINGS:

The Board of Directors met 4 times in the financial year ended 31^st March 2023. The details of the Board meeting and the attendance of the Directors are as given below:

Sr. No.	Date Of Meeting	Names Of Directors Present
1	12.05.2022	Vinay Kumar Agarwal, Suman Agarwal, Sandeep Kedia & Puneet Gupta
2	11.08.2022	Vinay Kumar Agarwal, Suman Agarwal, Sandeep Kedia & Puneet Gupta
3	03.11.2022	Vinay Kumar Agarwal, Suman Agarwal, Sandeep Kedia & Puneet Gupta
4	02.02.2023	Vinay Kumar Agarwal, Suman Agarwal, Sandeep Kedia & Puneet Gupta

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The following change in composition of Board of Directors and KMPs of the Company took place upto the date of this Report:

Sr. No.	Name	DIN	Designation	Reason of Change	Remark, If any
1.	Utkarsh C Vartak	09306253	Additional Director	Appointed as additional director under executive category of the Company w.e.f. August 3, 2023	He is being proposed to appoint as managing director of the Company and requisite disclosures and information are form part of Notice of 33rd AGM read with Explanatory Statement.
2.	Vinay Kumar Agarwal	00149999	Director	Ceased to be form directorship w.e.f. August 21, 2023	He was resigned from the post of Director of the Company.
3.	Rashmi C Vartak	10259700	Director	Appointed as director of the Company under executive category w.e.f. August 3, 2023	She is being proposed to appoint as whole- time director of the Company and requisite disclosures and information are form part of Notice of 33rd AGM read with Explanatory Statement. She is also count for retire by rotation and eligible to re-appoint.
4.	Bhavesh P Vora	06814823	Additional Director	Appointed as additional director of the Company under non-executive independent category w.e.f. August 8, 2023	He is being proposed to appoint as independent director of the Company and requisite disclosures and information are form part of Notice of 33rd AGM read with Explanatory Statement.
5.	Ekta M Panchal	10259740	Additional Director	Appointed as additional director of the Company under non-executive independent category w.e.f. August 8, 2023	She is being proposed to appoint as woman independent director of the Company and requisite disclosures and information are form part of Notice of 33rd AGM read with Explanatory Statement.
6.	Suman Agarwal	06955583	Director	Ceased to be form directorship w.e.f. August 9, 2023	She was resigned from the post of Director of the Company.
7.	Sandeep Kedia	03604354	Independent Director	Ceased to be form directorship w.e.f. July 27, 2023	He was resigned from the post of Director of the Company.
8.	Puneet Gupta	07597885	Independent Director	Ceased to be form directorship w.e.f. August 8, 2023	He was resigned from the post of Director of the Company.
9.	Siddhant Agarwal	NA	Chief Financial Officer (CFO)	Ceased to be form the post of CFO w.e.f. July 31, 2023	He was resigned from the post of CFO of the Company.
10.	Deepak B Kumbhar	NA	Chief Financial Officer (CFO)	Appointed as CFO of the Company w.e.f. August 8, 2023	He was appointed as CFO of the Company.
11.	Nidhi Jasrasaria	NA	Company Secretary & Compliance Officer (CS&CO)	Ceased to be form the post of CS&CO w.e.f. July 31, 2023	She was resigned from the post of CS&CO of the Company.
12.	Nisha Jain	NA	Company Secretary & Compliance Officer (CS&CO)	Appointed as CS&CO of the Company w.e.f. August 8, 2023	She was appointed as CS&CO of the Company.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6):

The Independent Directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).

The Independent Directors have confirmed and declared that they are not disqualified to act as Independent Directors in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013, making them eligible to act as Independent Directors.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under the Companies Act 2013, with respect to Directors Responsibility Statement on the basis of the information made available to the Directors, it is hereby confirmed: i) That in the preparation of the accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and that there are no material departures. ii) That the selected accounting policies were applied consistently and the Directors 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 period and of the profit or loss of the Company for the period under review; iii) 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. iv) The annual accounts have been prepared on a going concern basis; v) The internal financial controls have been laid down and such internal financial controls are adequate and are operating effectively; and vi) The Company has adequate internal systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING POLICY SECTION 178(1) AND 178(3):

The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing Industry practice. The Nomination & Remuneration Committee is responsible for formulating framework and policy for remuneration, terms of employment and criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Executives. The Committee also reviews the ongoing appropriateness and relevance of the remuneration policy and ensures that all provisions regarding disclosure of remuneration are fulfilled.

The Committee, along with the Board, reviews on an annual basis, appropriate skills, characteristics and experience required of the Executives for the better management of the Company.

In evaluating the suitability of individual Board members, the Committee takes into account many factors, including general understanding of the Companys business dynamics, global business and social perspective, educational and professional background and personal achievements.

The Company has a credible and transparent framework in determining and accounting for the remuneration of the Managing Director / Whole Time Directors (MD/WTDs), Key Managerial Personnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration are governed by the external competitive environment, track record, potential, individual performance and performance of the company as well as industry standards.

COMMITTEES OF THE BOARD:

The Board has constituted the Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee and Risk Committee comprising Directors and two Independent Director as the members. All the recommendations made by the Committees were accepted by the Board.

The details of composition and meetings of the Committees as on March 31, 2023 are as given below:

COMMITTEE	COMPOSITION	DATES OF MEETINGS
Audit Committee	Sandeep Kedia Puneet Gupta & Vinay	12/05/2022, 11/08/2022,
	Kumar Agarwal	03/11/2022 & 02/02/2023
Nomination & Remuneration	Suman Agarwal, Sandeep Kedia & Puneet	12/05/2022
Committee	Gupta
Independent Directors Committee	Sandeep Kedia & Puneet Gupta	11/08/2022
Stakeholder Relationship Committee	Vinay Kumar Agarwal, Sandeep Kedia & Puneet Gupta	12/05/2022
Risk Committee	Vinay Kumar Agarwal, Sandeep Kedia & Puneet Gupta	12/05/2022

AUDITORS:

M/s. J Gupta & Co. LLP, Chartered Accountants (FRN 314010E), were appointed as statutory auditors of the Company at the 31^st Annual General Meeting of the Company held on 30^th September, 2021, till the conclusion of 36^th Annual General Meeting to be held for the financial year 2025-26.

AUDITORS REPORT:

The Statutory Auditors of the Company have submitted their Report on the accounts of the Company for the accounting year ended 31^st March 2023. The notes on financial statements referred to in the auditors report are self-explanatory and do not call for any further comments. The auditors report does not contain any qualification, reservation or adverse remark. The auditors report is annexed herewith. Further no fraud has been reported by the auditors of the company under section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company has appointed M/s Manoj Shaw & Co., Practicing Company Secretary, as the "Secretarial Auditor" of the Company to conduct Secretarial Audit for the financial year ended 31^st March 2023 pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The observations made by the secretarial auditor in its report has been noted down by the Board and shall be taken care of in future.

The Secretarial Audit Report submitted by M/s Manoj Shaw & Co., (Company Secretaries) is annexed here with as Annexure- A.

MATERIAL CHANGES OCCURRED AFTER THE END OF FINANCIAL YEAR:

During March 31, 2023 and the date of this Report, there was change in promoter and promoter group i.e., Siddhant Agarwal, VKA Enterprises Private Limited and Prudent Management & Industrial Consultants (P) Ltd have sold out their entire equity shareholding of the Company to UVS Hospitality (P) Ltd. In this connection, your Company has adhered and complied with all the applicable provisions for said change and made all the requisite disclosure with the concerned authority in this regard. The Company had earlier discontinued the NBFC business and focusing on Food and Beverage business. There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Companys operation in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGOINGS:

The Company is not engaged in any manufacturing activities, therefore there is no information to submit in respect of conservation of energy and technology absorption. The Company has no foreign exchange earnings and outgoing during the year.

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. The CFO of the Company, Mr. Siddhant Agarwal, is the compliance officer for VIGIL MECHANISM for the financial year ended March 31, 2023.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed and implemented any Corporate Social Responsibility initiative as the said provisions are not applicable to the Company.

RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy as the elements of risk, threatening the companys existence are minimal. However, the company has formed a Risk Management Committee to look into any such need.

STATEMENT ON FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013 ("the Act"), the Board carried out the performance evaluation of its own and that of its Individual Directors through the Nomination and Remuneration Committee of the Board (‘the Committee"), duly constituted by the Board for the above purpose, amongst others, in terms of the Act. During the year under review, the Committee made the performance evaluation as above, based on the following criterions, in line with the Nomination and Remuneration Policy: - Attendance and participation in the meetings; - Preparedness for the meetings; - Understanding of the Company and the external environment in which it operates and - Constructive contribution to issues and active participation at meetings The Committee found the Directors to be fulfilling the above criterions. The Board also conducted the performance evaluation of its various Committees, based on references made to the Committees, in terms of the Act and found the performance to be satisfactory.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Act. The Audit Committee reviews all the Related Party Transactions, to ensure that the same are in line with the provisions of law and policy. There are no materially significant related party transactions made by the Company with promoters, directors or key managerial personnel etc. which might have potential conflict with the interest of the Company at large. The details of the transactions with the related parties are provided in the Companys Financial Statements.

ANNUAL RETURN:

The Annual Return of the company as on the financial year ended on March 31, 2023 in Form No. MGT-7 is available on the website of the company www.twfil.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CAPITAL OF THE COMPANY:

During the year Authorised Capital of the Company stands at Rs. 6,00,00,000/- (Rupees Six Crores Only) divided into 60,00,000 Equity Shares of Rs. 10/- each. Paid up Capital of the Company is Rs. 2,20,76,000/- (Rupees Two Crores Twenty Lacs Seventy-six Thousand Only) divided into 22,07,600 fully paid up Equity Shares of Rs. 10/- each.

PARTICULRS OF EMPLOYEES:

The disclosure as required under Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed with this report as Annexure- B. The Company has not paid any remuneration attracting the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report in this regard.

CORPORATE WEBSITE:

The Company maintains a website www.twfil.com where detailed information of the Company and its product are provided.

DISCLOSURE UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULE, 2014: a) Financial summary or highlights: As detailed under the heading ‘Summary of Financial Results b) Change in the nature of business, if any: None c) Details of Directors or Key Managerial Personnel, who were appointed or resigned during the year: None

No new independent directors were appointed during the year. Already serving independent directors are experts in their field and sufficiently qualified to discharge their duties as independent directors of the company. Further they have also registered themselves on the Independent Directors Database maintained by Ministry of Corporate Affairs (MCA) and have quailed/passed required proficiency test prescribed by the regulator u/s 150

(1) of the Companies Act, 2013. The change in composition of Board of Directors and KMPs are duly incorporated at Directors and Key Managerial Personnel clause of this report. d) Names of Companies which have become or ceased to be Subsidiaries, Joint Venture Companies or Associate Companies during the year- NIL- The Company does not have any subsidiary. e) Details relating to deposits: There were no fixed deposits from the public outstanding of the Company at the end of the financial year. No fixed deposit has been accepted during the year and as such, there is no default in repayment of the said deposits. There has not been any deposit, which is not in compliance with the requirements of Chapter V of the Companies Act, 2013. f) Details of Significant and Material Orders passed by the regulators / Courts / Tribunals impacting the going concern status and your Companys operations in future: No significant and material orders have been passed by any regulator

(s) or Court

(s) or Tribunal

(s) impacting the going concerns status and Companys operations in future. g) Adequacy of Internal Financial Control: The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded, and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded and reported correctly. The Internal Audit of the Company is conducted by an Independent Chartered Accountant Firm. The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148(1) OF THE COMPANIES ACT, 2013:

Maintenance of cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not maintained.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014: The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, neither any complaints of sexual harassment were received by it, nor were there any complaints relating thereto which required any disposal thereof.

CORPORATE GOVERNANCE:

The provisions of Regulation 15(2) read with Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. Hence, report on Corporate Governance is not attached herewith.

DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014:

The Company has stringent policy for prevention of sexual harassment of women at workplace and management takes a zerotolerance approach towards those indulging in any form of sexual misconduct.

APPRECIATION:

The Directors wish to place on record their appreciation of the valuable support given by our clients, Bankers & shareholders.

Place: Mumbai	By Order of the Board
Date : 21st day of August, 2023	for, Thirdwave Financial Intermediaries Ltd.
	Utkarsh Vartak
	Director
	(DIN 09306253)