Your directors are pleased to present the 38th (Thirty Eighth) 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 2024.

1. STATE OF AFFAIRS OF THE COMPANY:
a) FINANCIAL RESULTS

2. PERFORMANCE REVIEW:

a. Standalone

The Company has achieved Turnover of Rs. 838.00 Lakhs during the year under consideration as compared to
previous year Turnover of Rs. 1267 Lakhs which represents increase in revenue as compared to last year. Also
Company has incurred loss of Rs. 312 Lakhs as compared to last year's profit of Rs. 308 Lakhs

b. Consolidated

The Company has achieved Turnover of Rs. 911 Lakhs during the year under consideration as compared to previous
year Turnover of Rs. 1355 Lakhs, which represents increase in revenue as compared to last year. Also Company has
incurred loss of Rs.316 Lakhs as compared to last year's loss of Rs. 290 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 2023-24.

5. DIVIDEND

The Board of Directors of the Company has decided not to recommend any Dividend for the financial year 2023-24 due
to losses incurred by the Company during current Financial Year.

6. DIRECTORS:

a. Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association Mrs.
Sushila Bhagwandas Rupani Director (holding DIN: 02662096) and Mr. Yogesh Vithaldas Thakkar (holding DIN:
08953581)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

d. Key Managerial Personnel:

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

e. 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:

A. Appointment of the directors and key managerial personnel of the Company;

B. Fixation of the remuneration of the directors, key managerial personnel and other employees of the
Company: and

C. Evaluation of performance of directors, key managerial personnel and other employees of the Company.

The objective of this Policy is to inter-alia:

i) Attract, recruit and retain good and exceptional talent;

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

iii) 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;

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

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

vi) Fulfill the Company's 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.

f. 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 30th March, 2024 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.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended
31st March, 2024, 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".

8. 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.

Six Board meetings were held during the year 2023-24. The details of Board meetings are given below;

b. Board Committee

Composition of Board Committees:

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 Company's internal
controls and financial reporting process and inter alia performs the following functions:-

? Oversight of the company's 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 auditor's 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
management's 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;

II. 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 director's 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 stakeholder's relationship committee has the mandate to review and redress shareholders grievances.
The Committee expresses satisfaction with the Company's performance in dealing with the investor
grievances and its share transfer system.

9. 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 Company's 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 31st March 2024.

10. 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.

11. STATUTORY AUDITORS

M/s. H. G. sarvaiya & Company Mumbai., Auditor for financial year 2023/24, Audit of the company This is a casual
vacancy because of Resignation of present Auditor M/s.Sandeep Dhedia & Co. Mumbai. This appointment will
ratification at AGM of the Company.

M/s. Sandeep Dhedia & Co. Mumbai (Firm Registration No.: 117695W) were appointed as the Statutory Auditors of
the Company by the Members at the Annual General Meeting for a term of 5 (Five) years.

Further, due to personal reasons, M/s. Sandeep Dhedia & Co. Mumbai, (Firm Registration No.: 117695W) were unable
to conduct the Statutory Audit for the Financial Year 2023-2024.

M/s. H.G.sarvaiya & Company Mumbai, Mumbai (Firm Registration No.: 115705W) have consented to the said
appointment and confirmed that their appointment, if made will be within the limits specified under section 141(3)(g)
of the Act and will be in compliance with the eligibility criteria / requirements specified under the Companies Act,
2013.

The Auditor's Report, on the Standalone and Consolidated Financial Statements for the financial year 2023-24 forms
part of this Annual Report and does not contain any qualifications, reservations, or adverse remarks or disclaimer.

12. 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. S.S. Rauthan & Associates, Practicing
Company Secretaries (Membership No. FCS 4807 & CP No. 3233) to conduct Secretarial Audit for the financial year
2023-24.

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) Delay in submission of financial results;

(2) Delay in submission of disclosure of Shareholding Pattern as per Regulation 31(1)(b) of Listing Regulations for
the quarter ended September 30,2023 and December 31,2023.

(3) Delay in submission of Reconciliation of Share Capital Audit Report as per Regulation 76 of SEBI (Depositories and
Participants) Regulations, 2018 for the quarter ended June 30, 2023, September 30, 2023, December 31, 2023 and
March 31, 2024.

As per note below

(4) Delay in submission of Statement of Investor Complaints as per Regulation 13(3) of Listing Regulations for the
quarter ended September 30, 2023 was submitted on 21.01.2024.

As per note below

(5) Delay in submission of Certificate as per Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018

(6) During the Audit period, the Company has not maintained Structured Digital Database as per Regulation 3(5) of
SEBI (Prohibition of Insider Trading) Regulations, 2015.

As per Note below

(7) During the Audit period, there was a gap of 139 days between two Board Meeting i.e. Board Meeting held on
06.03.2023 and Board Meeting held on 22.07.2023.

As per note below

(8) During the Audit period, following e-forms were not filed/delayed in filing with the Registrar of Companies,
Maharashtra, Mumbai / Ministry of Corporate Affairs:

(9) During the Audit period, disclosures on the website of the Company were not made as per Regulation 46 of
Listing Regulations.

As per Note below

(10) The post of Company Secretary and Compliance Officer is vacant since 22.07.2023.

As pe Note below

During the year under review, BSE limited had Suspended the shares of the Company for non-compliance with certain
Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

On which Company clarified to the Secretarial Auditor that:

The Company is under Process of Complied the all compliance .

13. REPORTING OF FRAUDS

During the year under review, Management has declared to the Statutory Auditors that no fraud has been
occurred and corrective measure has been adopted by the Company to point out the fraud, if any, occurred.

14. ACCOUNTING TREATMENT

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.

15. 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 2023-24. 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 Company's 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.

16. 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.

17. 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 Board's view, there are no material risks, which may threaten the existence of
the Company.

18. 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:

19. 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.

20. 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.

21. ANNUAL RETURN

The Annual Return for the financial year 2023-24 is placed on the Company's website
www.agivavit.com under the "Investors" Tab.

22. 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 duly followed by the Company.

23. 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.

24. 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.

25. 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.

26. 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.

27. 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 Company's business.

iii) Details of significant and material orders passed by Regulators or Courts or Tribunals impacting the going
concern status and the Company's 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 Sub-section (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.

28. 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

Mr. Lalit L. Chouhan Mr. Ranjan Chona

Place: Mumbai Managing Director Director

Date: 05 September , 2024 DIN: 00081816 02652208