Your directors are pleased to present the 39^th (Thirty Nineth) Directors' Report on the business and
operations of the Company together with the Audited Statement of Accounts for the financial year
ended as on 31^st March, 2025.

1. STATE OF AFFAIRS OF THE COMPANY:

a) FINANCIAL RESULTS

2. PERFORMANCE REVIEW:

a. Standalone

The Company has achieved Turnover of Rs. 353.00 Lakhs during the year under consideration as
compared to previous year Turnover of Rs. 838 Lakhs which represents decreased in revenue as
compared to last year. Also Company has incurred loss of Rs. 184 Lakhs as compared to last year's profit
of Rs. 312 Lakhs.

b. Consolidated

The Company has achieved Turnover of Rs. 390 Lakhs during the year under consideration as compared
to previous year Turnover of Rs. 911 Lakhs, which represents increase in revenue as compared to last
year. Also, Company has incurred loss of Rs. 190 Lakhs as compared to last year's loss of Rs. 316 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 2024-25.

5. DIVIDEND

The Board of Directors of the Company has decided not to recommend any Dividend for the financial
year 2024-25 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: The Authorized Share Capital of the Company is Rs. 6,50,00,000/- divided into

25.00. 000 Equity Shares of Rs. 10/- each and 4,00,000 preference share of Rs. 100 each. During the year
under review, the Authorized Equity Share Capital of the Company has been increased from Rs.

2.50.00. 000/- divided into 25,00,000 Equity Shares of Rs. 10/- each to Rs. 4,00,00,000 divided into

40.00. 000 Equity Shares of Rs. 10/- each. Hence, the revised Authorised 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: The Paid up Share Capital of the Company is Rs. 1,00,00,000/- consisting of

10.00. 000 Equity Shares of Rs. 10/- each. During the year under review, there has been no change in the
Paid up Share Capital of the Company.

8. Corporate Governance:

The Compliance of Corporate Governance is not applicable to the Company

9. DIRECTORS:

a) Composition of Board of Director

During the year under review there were no change in the Directors of the Company.

b) Key Managerial Personnel:

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

During the year under review Mr. Santosh Gabaji Doke was appointed as Chief Financial Officer on 12^th
February, 2025.

During the year under review, 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. Further, on 30^th May, 2025 Ms. Puja Pratik Mehta was appointed as Company
Secretary & Compliance Officer of the Company there were appointment and resignation of the Company
Secretary.

c) 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 25^th March, 2025 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, 2025, 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

15 Board meetings were held during the year 2024-25. The details of Board meetings are given below;

No of Director presence:

General Meeting:

The 38^th AGM of the Company was held on Saturday, September 28, 2024, at 11:30 A.M. at 09 to 12 B-
Wing, Kanara Business Centre, Laxmi Nagar Off Ghatkopar Andheri Link Road, Ghatkopar (East), Mumbai
— 400075.

During the year under review, Extraordinary General Meeting was held on May 23, 2024 and March 22,
2025. No business was 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.

During the financial year under review, the Independent Directors met 1 (One) time - on 25^th March,
2025. All the Meetings was attended by all the Independent Directors of the Company.

Committee Meetings:

(1) Audit Committee:

During the year under review the meeting of Audit committees meeting was held on 9^th April, 2024, 17^th
July, 2024, 9^th August, 2024, 13^th August, 2024, 14^th August, 2024, 15^th August, 2024, 16^th August, 2024,
21^st August, 2024, 8^th November, 2024 and 12^th February, 2025.

(2) Nomination and Remuneration Committee (NRC):

During the year under review the meeting of NRC Committees was held on 30^th December, 2024 and
12^th February, 2025

(3) Stakeholder Relationship Committee (SRC):

During the year under review the meeting of Stakeholder Relationship Committees was held on 25 ^th
March, 2025

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 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 31^st March 2025.

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 Company's
processes.

The Board at its meeting held on March 25, 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
2024-25. 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 2024¬
25 forms part of the Annual Report and are modified i.e. they contain qualification, reservation, or
adverse remark.

Qualification/Remarks:

During the year, in Consolidated Financial Statement, the Company has not provided interest for delayed

period interest cost of Rs. 24,17,269 for the 4^th quarter ending and Rs. 62,13,517/- for the period
01/04/2024 to 31/03/2025.

Management Comments:

The matter in under arbitration and management is of the opinion that the said liability will be waived
off.

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 2024-25.

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:

During the period under review, it has been noted that the company was suspended from trading by
Bombay Stock Exchange ("BSE") from 13th December, 2023 to 20th January, 2025 due to multiple non¬
compliance, particularly regarding the submission of financial results and other disclosures. The said
suspension was revoked by BSE vide letter dated LIST/COMP/SK/1534/2024-25 dated 06.01.2025.

Further, to regularize the said non-compliances, the Company paid a Standard Operating Procedure
(SOP) fine of ^23,15,160 on 2nd December, 2024, as imposed by the Exchange. The Company also filed
revised submissions with BSE in respect of the non-compliant filings, which are summarized as under:

a. The outcome of the Board Meeting held on 21st December, 2023, which included the revised unaudited
financial results for the quarter ended 30th June, 2023 along with the Special Independent Audit Report
certified by the Company's Auditor, was uploaded on 11th August, 2024.

Subsequently, a Board Meeting was held on 13th August, 2024, wherein the revised standalone and
consolidated unaudited financial results for the quarter ended 30th June, 2023 were considered and
approved, along with the Special Independent Audit Report.

b. A Board Meeting was held on 14th August, 2024, to consider and approve the revised standalone and
consolidated unaudited financial results for the quarter ended 30th September, 2023, along with the
Special Independent Audit Report.

c. The revised outcome of the Board Meeting held on 6th February, 2024, which included the standalone
and consolidated unaudited financial results for the quarter ended 31st December, 2023 along with the
Special Independent Audit Report, was uploaded on 11th August, 2024.

Further, a Board Meeting was held on 15th August, 2024 to consider and approve the revised standalone
and consolidated unaudited financial results for the quarter ended 31st December, 2023 along with the
Special Independent Audit Report in lieu of the Limited Review Report.

d. A Board Meeting was held on 16th August, 2024 to consider and approve the standalone and consolidated
audited financial results for the quarter and year ended 31st March, 2024, along with the Independent

Audit Report.

During the period under review, the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc., as mentioned above, to the extent applicable, except for the
following deviations:

Non-intimation of Board Meeting: The Company did not provide prior intimation to BSE regarding the
Board Meetings held for the approval of financial results for the quarters ended March 2024 and June
2024.

Delay in Filing Financial Results: There was a delay of 6 days in filing the financial results for the quarter
ended June 2024, which were approved by the Board on 21st August, 2024.

Non-publication in Newspapers: The Company did not publish the financial results for the quarters and
year ended March 2024, June 2024, and September 2024 in newspapers, as required under Regulation
47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Delayed Filing of Shareholding Pattern:

• The shareholding pattern for the quarter ended June 2024 was filed on 22nd July, 2024, resulting in a
delay of 1 day.

• The shareholding pattern for the quarter ended September 2024 was filed on 26th October, 2024,
resulting in a delay of 5 days.

Delay in submission of Annual Disclosure under SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011:

The annual disclosure under Regulation 31(4) of SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 is to be filed with 7 (Seven) days from the end of each financial year. The annual
disclosure as stated above was filed by the Company on 10^th May, 2024 resulting in delay of 32 days.

Delay in submission of Annual Report to the Stock Exchange:

The annual report should be submitted by the Company to stock exchange before it is dispatched to the
Shareholders as stated in Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. The Annual General Meeting of the Company was to be held on 28^th September, 2024.
The annual report submitted was submitted on 12^th September, 2024.

Delay in submission of Compliance Certificate as per Regulation 40(9) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015:

The Compliance Certificate from Practicing Company Secretary under Regulation 40 (9), of SEBI (Listing
Obligation & Disclosure Requirement), Regulations 2015 for the year ended on 31^st March, 2024 was
submitted on 24^th August, 2024. Hence, a delay of 145 days.

Non-maintenance of Website Disclosures: 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.

Non-maintenance of Structured Digital Database (SDD): The Company has not maintained a Structured
Digital Database as required under Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations,
2015. Consequently, the Company is reflected as SDD non-compliant on the BSE portal.

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

17. 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.

18. 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.

19. 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 2024-25. Data
Point Impex Pvt. Ltd. An associate company. 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;

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.

20. 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.

21. 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.

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

During the year under review there were no related parties transaction pursuant to Section 188 of the
Companies Act, 2013.

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:

23. 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.

24. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES BY THE COMPANY:

The loans and advances made during the year was in compliance with the provision of section 186 of
Companies Act, 2013. Further the Company has not made any Investment or given guarantee and
securities during the year under review.

25. ANNUAL RETURN

The Annual Return for the financial year 2024-25 is placed on the Company's website www.agivavit.com
under the "Investors" Tab.

26. 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.

27. 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.

28. 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.

29. 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.

30. 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.

Risk management policy

The company does not envisage any risk, which may threaten the existence of the company. The company
takes all necessary steps to identify measures & manage risk effectively.

31. 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.

32. 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

Place: Mumbai Mr. Lalit L. Chouhan Mr. Ranjan Chona

Managing Director Director

Date: 12^th July, 2025 DIN: 00081816 02652208