Thirdwave Financial Intermediaries Ltd Directors Report

(Rs. in Lakhs)

The total profit for the year is to Rs. 4.04 lakhs as compared to loss of Rs. 8.65 lakhs in the previous year. Profit before Tax for the year is at Rs. 4.04 lakhs as against loss before tax of Rs. 8.65 lakhs in the previous year. Your Company is taking active steps to accelerate the growth of the Company in the coming years.

Considering the financial results of the Company for 2023-2024 and the unsettled business environment, the Company is unable to declare a dividend for the current year. No amount is being transferred to reserves during the year under review.

The paid-up equity share capital as on 31st March, 2024, was Rs.220.76 lakhs. There is no change in the paid-up share Capital of the Company during the year under review. However, the Company has done allotment of 86,05,000 (Eighty Six Lakhs Five Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each to as fully paid up at a price of Rs. 17/- (Rupees Seventeen only) per equity share and allotment of 23,20,000 (Twenty-Three Lakhs and Twenty Thousand) Warrants at a price (including the Warrant Subscription price and the warrant exercise price) of Rs. 17/- (Rupees Seventeen only) each payable in cash (“Warrant Issue Price”) on preferential basis and allotment of 2,50,00,000 (Two Crore and Fifty Lakhs) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each to as fully paid up at a price of Rs. 17/-(Rupees Seventeen only) per equity share pursuant to share swap on Preferential basis on 15^th May, 2024.

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report except for the events as mentioned in this report.

During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

The provisions of Corporate Social Responsibility does not apply to the Company.

As required under Regulation 34(2) read with Schedule V of SEBI LODR, 2015, Management Discussion and Analysis is enclosed as a part of this report as Annexure-1.

10. Corporate Governance Report

The company falls under the criteria 15 (2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year. As on 31^st March, 2024, the Companys Paid-up Capital is of Rs. 283.47 lakhs and Net worth is of Rs. 139.80 lakhs. Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company and hence the same is not published in the report. However, during the year, the Paid-up Capital of the Company exceeded the limit as prescribed under the said regulations. The Company is in process of adopting the Corporate Governance Regulations.

11. Annual Return

Annual Return as at 31^st March, 2024 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is available on the website of the Company and same can be accessed at www.twfil.com.

12. Directors Responsibility Statement

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures.

ii) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024, and of the profit of the Company for the year ended 31^st March, 2024.

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) Internal financial controls have been laid down and followed by the Company and that such controls are adequate and are operating effectively.

vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. Statement on declaration given by Independent Directors

The Company has received necessary declarations/confirmation from all Independent Directors under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the SEBI LODR, 2015 that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of independent directors.

14. Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are disclosed in Notes to the Financial Statements.

15. Related Parties Transactions

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2023-2024 and hence does not form part of this report.

16. Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo

A) Conservation of energy: -

i) The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.

ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii) The capital investment on energy conversation Equipments: N.A.

B) Technology absorption:

i) The efforts made towards technology absorption: N.A.

ii) The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.

a) The details of technology imported: N.A.

b) The year of import: N.A.

c) Whether the technology been fully absorbed. N.A. d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: N.A.

iv) The expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo:

i) Total Foreign Exchange Earned: Nil

ii) Total Foreign Exchange Used: Nil

17. Report on the subsidiaries, associates and joint venture Companies, names of Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies

As on 31st March, 2024, Company has no subsidiaries, joint venture and associate companies.

18. Change in the registered office of the Company

The Board of Directors of the Company at its meeting held on 25^th October, 2023 has also approved shifting of the registered office of the Company from the existing Office from Unit - 601, Ambuja Neotia Ecocentre, EM-4, EM Block, Sector V, Kolkata 700 091, West Bengal to Plot No. 62, Tower II, 12th Floor, Salt Lake, Millennium City Information Technology Park, Sector- V, Block DN, Bidhannagar, Kolkata 700 064, West Bengal within same city same state and within same ROC. The Board has also approved the shifting of the Corporate office of the Company to 501-A, Pinnacle Corporate Park, BKC - Bandra (E), Vill Kole Kalyan, Mumbai 400051 (MH) on 8^th August, 2023. Further, the Company is maintaining the books of accounts at Office No. 1205, Plot No. 14, REMI Commercio, Near Yash Raj Studio, Off Versova Road, Andheri West, Mumbai-400053, Maharashtra, India.

19. Significant and Material orders passed by the Regulators or Courts

During the year, no significant and material orders were passed by any of the Regulators or Courts.

20. Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by rotation) during the year

During the year under review, following appointments were made:

a. Mrs. Rashmi Chandrakant Vartak (DIN: 10259700) was appointed as an Additional Director on 3^rd August, 2023 and was approved by the members of the Company in the 33^rd Annual General Meeting held on 21^st September, 2023.

b. Mr. Utkarsh Chandrakant Vartak (DIN: 09306253), was appointed as the Additional Director of the Company on 3^rd August, 2023 and his designation was changed to Managing Director on 8^th August, 2023 and was approved by the members of the Company in the 33^rd Annual General Meeting held on 21^st September, 2023.

c. Ms. Ekta Mahesh Panchal (DIN: 10259740) was appointed as an Additional Independent Director on 08^th August, 2023. and was approved by the members of the Company in the 33^rd Annual General Meeting held on 21^st September, 2023.

d. Mr. Bhavesh Prabhudas Vora (DIN: 06814823) was appointed as an Additional Independent Director on 08^th August, 2023. and was approved by the members of the Company in the 33^rd Annual General Meeting held on 21^st September, 2023.

e. Mr. Amey Gajanan Shringare (DIN 10365876) was appointed as the Additional Independent Director of the Company on 20^th October, 2023. Your Directors proposes his appointment in the ensuing 34^th Annual General Meeting.

f. Ms. Nisha Jain was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 08^th August, 2023.

g. Mr. Deepak Kumar Baldev Kumbhar was appointed as the Chief Financial Officer of the Company w.e.f. 08^th August, 2023. During the year under review, the Board accepted resignation of the following:

h. Mr. Vinay Kumar Agarwal (DIN: 00149999), has tendered his resignation as a Director of the Company with effect 21^st August, 2023 due to personal reasons.

i. Mr. Puneet Gupta (DIN-07597885), has tendered his resignation as an Independent Director of the Company with effect 8^th August, 2023 due to personal reasons.

j. Mr. Sandeep Kedia (DIN: 03604354), has tendered his resignation as an Independent Director of the Company with effect 27^th July, 2023 due to pre-occupation.

k. Mrs. Suman Agarwal (DIN- 06955583), has tendered her resignation as an Independent Director of the Company on 27^th July, 2023 due to personal reasons and accepted by the Board with effect 8^th August, 2023.

l. Mr. Siddhant Agarwal, has tendered his resignation as the Chief Financial Officer of the Company with effect 31^st July, 2023 due to personal reasons.

m. Mrs Nidhi Jasrasaria has tendered her resignation as the Company Secretary & Compliance Officer of the Company w.e.f. 31^st July, 2023 due to personal reasons. Directors to retire by rotation:

n. Mr. Utkarsh Chandrakant Vartak, Director (DIN: 09306253) who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to consider and approve his re-appointment.

21. Disclosure regarding Companys policies under Companies Act, 2013

The Companys policies on

i) Directors appointment and remuneration, determining criteria for qualification/ independence,

ii) Remuneration for Directors, Key Managerial Personnel and other employees,

iii) Performance evaluation of the Board, Committees and Directors,

iv) Materiality of Related Party transactions,

v) Risk Management, and vi) Whistle Blower / Vigil Mechanism are available on the website of the Company www.twfil.com.

22. Number of Board Meetings:

During the financial year, the Board had met Ten (10) times on 13^th April, 2023, 13^th July, 2023, 3^rd August, 2023, 08^th August, 2023, 21^st August, 2023, 20^th October, 2023, 25^th October, 2023, 9^th November, 2023, 27^th January, 2024 and 12^th February, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the 33^rd Annual General Meeting of the Company was held on 21^st September, 2023.

23. Committees of the Board:

There are currently three Committees of the Board, as follows: Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee

24. Disclosure of Composition of Committees as on date:

Audit Committee comprises of following members:

Nomination & Remuneration Committee comprises of following members:

Stakeholders Relationship Committee comprises of following members:

25. Meeting of Committees of the Board

During the year there were in total (Five) 5 Audit Committee Meetings, (Two) 2 Nomination & Remuneration Committee and (One) 1 Stakeholders Relationship Committee were held. Further, one meeting of the Independent Directors was held on 12^th March, 2024. Audit Committee: 13^th April, 2023, 13^th July, 2023, 20^th October, 2023, 9^th November, 2023 and 12^th February, 2024. Nomination & Remuneration Committee: 3^rd August, 2023 and 08^th August, 2023. Stakeholders Relationship Committee: 13^th April, 2023.

26. Performance evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit committee, Nomination & Remuneration committee, Stakeholders Relationship committee. The Independent Directors of the Company met separately on 12^th March, 2024 to discuss the following:

i) review the performance of non-independent directors and the Board as a whole.

ii) review the performance of the Chairperson of the Company, taking into account the views of non-executive directors.

iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All of the Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.

27. Postal Ballot

During the year under review, the Company has conducted the postal ballot and the following resolutions were passed by the shareholders of the Company on 10^th March, 2024 (being the last date of the postal ballot):

9. Approval of Loans, Investments, Guarantee or security under Section 185 of the Companies Act, 2013 10. Approval for Related Party Transactions

28. Whistle Blower:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act, the Company has framed Vigil Mechanism/ Whistle Blower Policy (Policy) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any noncompliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc. The detailed Vigil Mechanism Policy is available at Companys Website www.twfil.com.

29. Particulars of Employees And Remuneration:

No details as required under section 197 (12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided during the year as the Directors of the Company do not draw any Remuneration as on 31^st March, 2024.

30. Internal Financial Controls with reference to financial statements

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.

31. Safety, Health and Environment

The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on safety adherence and developing the community on national and international events related to Health, Safety and Environment. During the year under report, National Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the employees through campaigns on its crucial significance in todays world. All functional Departments work in cohesion to a common goal that includes utilizing natural resources with minimal or no damage to the environment and efficiency in energy.

32. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received by the Committee formed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Auditors

i) M/s. T D K & Co., Chartered Accountant (FRN 109804W) are appointed as Statutory Auditors of the Company for conducting audit of financial statements of the Company for a period of 5 years. Your Directors proposes their appointment in the ensuing 34^th Annual General Meeting.

ii) Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Hemang Satra & Associates. (Membership No. A24235), Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report in form MR-3 is enclosed as a part of this report as Annexure-2.

iii) M/s. C C Patil & Co, Chartered Accountants are appointed as the Internal Auditors of the Company for the financial year 2023-24.

34. Auditors Report

The observations made in the Statutory auditors report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134(3)(f) of the Companies Act, 2013. The qualifications made by the Secretarial Auditor in its report are self-explanatory and the management is in process of complying with the same.

35. Confirmation of Compliance of Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

36. Details in Respect of Frauds Reported by Auditors Pursuant to Section 143(12) of the Companies Act, 2013

During the year under report there were no incidences of fraud against the Company reported by Auditors.

37. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under report there was no application made or any proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

38. Reclassification of "Promoters" to "Public"

The Company has on 8^th November, 2023 had submitted an application pertaining to reclassification of following entity forming part of promoter group into public with BSE Limited. BSE Limited (“BSE”) vide its letter dated 2^nd February, 2024 has approved the application for re-classification of following from ‘Promoter category to ‘Public category of the Company in terms of Regulation 31A of LODR Regulations:

39. Acknowledgement

The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers,Employees and Business Associates for their continued co-operation and support to the Company.

On behalf of the Board of Directors,

For Thirdwave Financial Intermediaries Limited

Utkarsh Vartak

Managing Director

DIN: 09306253

Place: Mumbai

Date: 27^th August, 2024