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Director's Report

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DIRECTORS' REPORT

Trustedge Capital Ltd.

GO
Market Cap. ( ₹ in Cr. ) 64.65 P/BV 3.12 Book Value ( ₹ ) 35.41
52 Week High/Low ( ₹ ) 150/23 FV/ML 10/1 P/E(X) 393.06
Book Closure 30/09/2024 EPS ( ₹ ) 0.28 Div Yield (%) 0.00
Year End :2025-03 

Your directors have the privilege of presenting their 31st (Thirty-
first) Annual Report and the Audited Statements of Accounts for
the Financial Year ended March 31,2025, of your Company.

1. FINANCIAL HIGHLIGHTS:

Particulars

For the
year ended
on March
31, 2025

For the
year ended
on March
31, 2024

Revenue from Operations
(Net)

109.32

103.46

Other Income

--

--

Total Income

109.32

103.46

Total Expenditure

87.28

29.37

Profit / (Loss) before Tax

22.04

74.09

(Less) : Tax expense

5.55

18.52

Profit/Loss for the year

16.49

55.57

Total Comprehensive Income

51.73

228.74

Earnings Per Share

0.37

1.29

*The financial statements comply in all the material aspects with
the Indian Accounting Standards (IND AS) notified under Section
133 of the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015 and other relevant provisions of
the Companies Act, 2013.

2. STATE OF COMPANY'S AFFAIRS AND FINANCIAL
PERFORMANCE:

The Company's revenues from operations increased to
' 109.32 Lakh in the year 2024-25 from ' 103.46 Lakh in the
year 2023-24 showing growth of 5.66 % compared to the
previous year, impacting to the profit of
' 16.49 Lakh in the
present fiscal year in comparison to profit of
' 55.57 Lakh in
the financial year 2023-24.

However, your directors are expecting to achieve better
results in the coming years.

3. CHANGE OF NAME OF THE COMPANY:

In order to align objects, brand and business activities of
the Company, the board of directors through passing of
board resolution dated April 10, 2025 approved to change
the name of the company from "Adinath Exim Resources
Limited" to "Trustedge Capital Limited".

Further, by passing of Special Resolution in the 01/2025-26
Extra Ordinary General Meeting of the shareholders of the
Company held on May 09, 2025, the shareholders approved
the change in the name of the Company.

Thereafter post filing of necessary e-forms, the name of
the Company was changed from "Adinath Exim Resources
Limited" to "Trustedge Capital Limited" consequent upon
receipt of Certificate of Incorporation issued by Ministry of
Corporate Affairs dated June 02, 2025.

The Company, being an NBFC registered with Reserve Bank
of India ("RBI"), the Company has received No Objection from
RBI for change of name of the Company to Trustedge Capital
Limited on June 3,2025 post which the application for
getting fresh Certificate of Registration was also submitted
by the Company and the said fresh Certificate of Registration
from RBI is awaited as on the date of signing of this Report.

The Company, being listed on Bombay Stock Exchange
("BSE"), received notice from BSE dated June 20, 2025 for
changing the name of the company on BSE along with
change in scrip ID: TRUSTEDGE with effect from June 26, 2025.

4. RECOMMENDATION OF DIVIDEND:

In order to conserve and plough back the resources, your
directors have not recommended any dividend for the year
on equity shares of the company.

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Year under review, your Company has not
changed its nature of business.

6. TRANSFER TO RESERVES:

The Board has recommended transferring ' 3.30 Lakhs
to Statutory Reserves and an amount of
' 1360.84 Lakh is
retained as surplus in the Statement of Profit and Loss of
Standalone financials.

7. SHARE CAPITAL:

As on March 31, 2025, the Share Capital structure of the Company stands as under:

Particulars

No of Shares

Amount

Authorized Share Capital

Equity Shares of ' 10/- each

55,00,000

5,50,00,000

Total

55,00,000

5,50,00,000

Issued and Subscribed Capital

Equity Shares of ' 10/- each

52,15,400 (As at 31st March, 2024: 52,15,400); Ordinary Equity shares of par value of
' 10/- each

52,15,400

52,154,000

Cancellation of originally 8,96,300 Forfeited Equity Shares in FY 1999-00*

8,96,300

(89,63,000)

Preferential allotment of 6,49,500 Equity shares of ' 10/- each fully paid up (refer
note below)**

6,49,500

64,95,000

Total

49,68,600

4,96,86,000

Paid up Share Capital

43,19,100 (As at 31st March, 2024: 43,19,100); Ordinary Equity shares of par value of
' 10/- each

43,19,100

4,31,91,000

Preferential allotment of 6,49,500 Equity shares of ' 10/- each fully paid up (refer
note below)**

6,49,500

64,95,000

Total

49,68,600

4,96,86,000

*The Board of Directors on recommendation of Stakeholder Relationship Committee at its meeting held on January 2, 2025 approved the transfer of
' 44,81,500 (Rupees Forty Four Lakhs Eighty One Thousand Five Hundred) lying in the Share Forfeiture Account to the Capital Reserve Account and
necessary entries in the Books of Accounts of the Company were passed.

**The Board of Directors of the Company in their meeting held on December 10, 2024 approved issue and allotment of up to 6,49,500 Equity Shares
on a preferential basis in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement)
Regulations, 2018 ("SEBI ICDR Regulations”), as amended, and other applicable laws, at an issue price of ' 40/- per share (Including premium of ' 30/-
per share), subject to the approval of regulatory/ statutory authorities and the shareholders of the Company. The Shareholders of the Company have
approved the said Issue and Allotment vide Postal Ballot dated January 9, 2025. Further, the Company had received In-Principal approval from BSE
Limited for the Issue of Equity Shares vide their letter dated January 20, 2025 and upon receipt of the Share Application money from the proposed
Allottees, the Board of Directors at their meeting held on January 30, 2025 had allotted the said Equity Shares. The newly issued Equity Shares shall
rank pari passu with the existing Equity Shares of the Company.

Changes in share capital after the closure of
F.Y. 2024-25 upto the date of signing of this report:

1. Authorized Share Capital:

The members of the Company had approved to increase
in the Authorized Share Capital of the Company from
' 5,50,00,000/- (Rupees Five Crores Fifty Lakhs Only) divided
into 55,00,000 (Fifty-Five Lakhs) Equity Shares of' 10/- (Rupees
Ten Only) each to ' 7,00,00,000/- (Rupees Seven Crores Only)
divided into 70,00,000 (Seventy Lakhs) Equity Shares of ' 10/-
(Rupees Ten Only) each and thereby consequent alteration to
the existing Clause V of the Memorandum of Association of
the Company, subject to such regulatory/statutory approvals
as may be required by passing of resolution at the 01/2025-
26 Extra Ordinary General Meeting of the Company held on
May 9, 2025 through VC/OAVM.

In the ensuing Annual General Meeting, it is proposed to
increase the authorized share capital from ' 7,00,00,000/-
(Rupees Seven Crores Only) divided into 70,00,000 (Seventy
Lakhs) Equity Shares of ' 10/- (Rupees Ten Only) each to
' 15,00,00,000/-(Rupees Fifteen Crores Only) divided into

1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of ' 10/-
(Rupees Ten Only) each and thereby consequent alteration to
the existing Clause V of the Memorandum of Association of
the Company, subject to such regulatory/statutory approvals
as may be required.

2. Preferential issue of shares

The Board of Directors of the Company in their meeting
held on April 10, 2025 approved issue and allotment of up to
8,85,000 Equity Shares on a preferential basis to the Allottees
belonging to Promoters Group in accordance with Chapter V
of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirement) Regulations, 2018 ("SEBI ICDR
Regulations”), as amended, and other applicable laws, at an
issue price of ' 57/- per share (Including premium of ' 47/- per
share),which was subsequently approved by the members of
the company by passing of resolution at the 01/2025-26 Extra
Ordinary General Meeting of the Company held on May 9,
2025 through VC/OAVM post which the promoters group
was allotted shares on June 3, 2025 and requisite listing and
trading approval of the shares allotted were received from
the Bombay Stock Exchange("BSE”).

3. Adoption Trustedge Employee Stock Option Scheme
2025

The members of the Company had approved to adopt
"Trustedge Employee Stock Option Scheme 2025' ("TEDGE
ESOS 2025"/ "Scheme"), which is in accordance with the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
("SBEB Regulations"), subject to such regulatory/statutory
approvals as may be required, by passing of resolution at the
01/2025-26 Extra Ordinary General Meeting of the Company
held on May 9, 2025 through VC/OAVM. In-principle approval
from BSE is awaited.

During the year under review, except as mentioned above
the Company has neither issued shares with differential
rights as to dividend, voting or otherwise nor issued shares
(including sweat equity shares) to the employees or Directors
of the Company, under any Scheme. The Company has not
issued any convertible instrument during the year.

Depository System:

As the members are aware, the Company's Equity shares
are compulsorily tradable in electronic form. As on
March 31, 2025, 78.34% of the Company's total paid-up
equity capital representing 38,92,300 Equity shares is in
dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 mandate that the transfer, except
transmission and transposition, of securities shall be carried
out in dematerialized form only with effect from April 01,
2019. In view of the numerous advantages offered by the
Depository system as well as to avoid frauds, members
holding shares in physical mode are advised to avail of the
facility of dematerialization from either of the depositories.
The Company has, directly as well as through its RTA, sent
intimation to shareholders who are holding shares in physical
form, advising them to get the shares dematerialized.

During the year, Company has not issued any equity shares
with differential rights or any sweat equity shares.

8. DETAILS OF MEETINGS OF THE BOARD AND ITS
COMMITTEES:

Board Meetings:

The Board of Directors met Nine (09) times during the
financial year, and the details of the meeting are as follows:

Sr.

No.

Date of Meeting

Attendance of Directors

1.

May 06, 2024

All directors were present

2.

July 11,2024

All directors were present

3.

August 09, 2024

All directors were present

4.

October 25, 2024

All directors were present

5.

December 10, 2024

All directors were present

6.

January 02, 2025

All directors were present

7.

January 30, 2025

All directors were present

8.

February 03, 2025

All directors were present

9.

March 31,2025

All directors were present

The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013.

Further, during the year, the Board of the Directors of the
Company had passed resolutions by way of passing of
resolution by Circulation dated February 12, 2025.

As per Schedule IV of the Companies Act, 2013, a
separate meeting of Independent Directors without the
attendance of Non- Independent Directors was held on
February 3, 2025 to discuss the agenda items as required
under the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
Independent Directors reviewed the performance of non¬
independent directors and the Board as whole, reviewed the
performance of the Chairperson of the Company taking into
account the views of executive and non-executive directors
and assessed 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. The Independent Directors
expressed their satisfaction with overall functioning and
implementations of their suggestions.

Committees' Meetings:

The Audit Committee met Six (06) times during the financial
year, and the details of the meeting are as follows:

Sr.

No.

Date of Committee
Meeting

Attendance of Chairman/
Member

1.

May 06, 2024

Chairman & all other
Members were present.

2.

August 09, 2024

Chairman & all other
Members were present.

3.

October 25, 2024

Chairman & all other
Members were present.

4.

December 10, 2024

Chairman & all other
Members were present.

5

February 03, 2025

Chairman & all other
Members were present.

The Nomination & Remuneration Committee met Five (05)
times during the financial year, and the details of the meeting
are as follows:

Sr.

No.

Date of Committee
Meeting

Attendance of Chairman/
Member

1.

July 11,2024

Chairman & all other
Members were present.

2.

August 09, 2024

Chairman & all other
Members were present.

3.

October 25, 2024

Chairman & all other
Members were present.

4.

February 03, 2025

Chairman & all other
Members were present.

5.

March 31,2025

Chairman & all other
Members were present.

The Stakeholder Relationship Committee met Four (4) times
during the financial year, and the details of the meeting
are as follows:

Sr.

No.

Date of Committee
Meeting

Attendance of Chairman/
Member

1.

May 06, 2024

Chairman & all other
Members were present

2.

June 17, 2024

Chairman & all other
Members were present.

3.

September 27, 2024

Chairman & all other
Members were present.

4

January 02, 2025

Chairman & all other
Members were present

Committees' Composition:

The composition of Audit Committee, Nomination &
Remuneration Committee and Stakeholder Relationship
Committee as on March 31, 2025, are as follows:

Name

Chairman/Member

Mr. Ketanbhai Harsukhlal Sanghvi

Chairman

Ms. Shaily Jatin Dedhia

Member

Mr. Manoj Shantilal Savla

Member

9. RBI GUIDELINES:

Your Company has complied with the various requirements
prescribed under the Master Direction - Reserve Bank of India
(Non-Banking Financial Company - Scale Based Regulation)
Directions, 2023 and the Company is categorised as a Base-
layer NBFC, considering it does not avail public funds.

The Company continues to comply with the Master Direction

- Reserve Bank of India (Non-Banking Financial Company

- Scale Based Regulation) Directions, 2023 and all the
applicable laws, regulations, guidelines, etc. prescribed by
RBI from time to time.

10. CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION AND ANALYSIS REPORT:

Corporate Governance:

Pursuant to Regulation 15 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ['SEBI (LODR)'], Corporate Governance
provisions as specified is not applicable to the Company,
since the paid-up share capital of the company and the net
worth is below the threshold limits prescribed under SEBI
(LODR) Regulations, 2015, amended from time to time, i.e. 10
crore and 25 crore respectively as on March 31, 2025.

Management Discussion and Analysis Report:

In terms of Regulation 34(e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Management
Discussion and Analysis is set out in the Annual Report
as
[Annexure- A].

11. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

During the year under review, the Company does not have
any Subsidiaries, Joint Venture and Associates.

12. DEPOSITS:

In terms of Sections 73 and 74 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules,
2014, during the financial year, your Company has not
accepted any public deposits, or no amount of principal or
interest was outstanding as on date of the Balance Sheet.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments, affecting
the financial position of the company which have been
occurred between the end of the financial year i.e. March
31, 2025 and till the date of signing of the directors' report
except as stated specifically in this Report.

14. COMPLIANCE:

The Compliance function of the Company is responsible for
independently ensuring that operating and business units
comply with the regulatory and internal guidelines. The
Compliance Department of the Company continues to play
a pivotal role in ensuring the implementation of compliance
functions in accordance with the directives issued by the
Regulators, the Board of Directors and the Company's
Compliance Policy.

The Audit Committee reviews the performance of the
Compliance Department and the status of compliance with
the regulatory or internal guidelines on a periodic basis.
New instructions and guidelines issued by the regulatory
authorities were disseminated across the Company to ensure
that the business and functional units functions with the
boundaries set up by the regulators and that the compliance
risks are suitably monitored and mitigated in course of their
activities and processes.

15. POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT OF THE COMPANY:

The current policy is to have an appropriate mix of executive
and independent directors to maintain the independence
of the Board and separate its functions of governance and
management. As on March 31, 2025, the Board consists
of Four (4) members, of whom (1) one is the Whole Time
Director, (1) one is the Executive Director and (2) Two are
Independent Directors. The Board periodically evaluates the
need for a change in its composition and size.

The policy of the Company on directors' appointment
and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director
and other matters provided under Sub Section (3) of Section
178 of the Companies Act, 2013, adopted by the Board, is
available on our website. We affirm that the remuneration
paid to the directors is as per the terms laid out in the
nomination and remuneration policy of the Company.

16. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as
required under section 197(12) of the Companies Act, 2013

read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given
in an Annexure and forms part of this report. In terms of
Section 136(1) of the Companies Act, 2013, the Report and
Audited Accounts are being sent to the members excluding
the aforesaid Annexure. Any member interested in obtaining
a copy of the Annexure may write to the Company Secretary
at the registered office of the Company for a copy of it.

17. HUMAN RESOURCES:

The well-disciplined workforce which has served the
company for more than three decades lies at the very
foundation of the company's major achievements and shall
well continue for the years to come. The management has
always carried out systematic appraisal of performance and
imparted training at periodic intervals. The company has
always recognized talent and has judiciously followed the
principle of rewarding performance.

18. LISTING OF SHARES:

The Equity Shares of the Company are listed on BSE Limited
(formerly the Bombay Stock Exchange Limited) with scrip
code 532056. The Company confirms that the annual listing
fees to the stock exchanges for the financial year 2024-25
have been paid.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Managing Director and Whole Time Director:

Mr. Manoj Shantilal Savla was re-appointed as Managing
Director of the Company in the board meeting dated August

9, 2024 post which special resolution for his re-appointment
was placed in the 30th Annual General Meeting held on
September 30, 2024. Pursuant to the Voting Results along with
Scrutinizer's Report submitted by the Company on October
3, 2024, wherein the Resolution Number 03 (Re-appointment
of Mr. Manoj Shantilal Savla (DIN: 01529306), as the Managing
Director (Promoter and Executive) of the Company) of the
Notice of 30th Annual General Meeting was not passed
and not declared as approved by the Shareholders. Due to
which Mr. Manoj Shantilal Savla (DIN - 01529306) ceased to
be Managing Director of the Company w.e.f September 30,
2024 (date of 30th Annual General Meeting) and he continued
as a Director (Promoter) and Chairman of the Board of the
Company w.e.f September 30, 2024.

Mr. Manoj Savla was further re-designated as Managing
Director for a period of 3 (Three) years with effect from April

10, 2025 in the board meeting held on April 10, 2025 post
which approval of shareholders for his re-designation as a
Managing Director was received by way of passing Special
Resolution in the 01/2025-26 Extra Ordinary General Meeting
held on May 9, 2025.

During the year under review, based on the recommendation
of Nomination and Remuneration Committee and post
getting approval of shareholders by passing Special
Resolution by way of postal ballot having notice dated
December 10, 2024, Mrs. Vidhi Shail Savla was appointed
as Whole time Director-Key Managerial Personnel of the
Company with effect from October 25, 2024.

Further, based on the resignation letter received from
Mrs. Vidhi Shail Savla (DIN: 09107866) from the office of
Whole Time Director-Key Managerial Personnel with effect
from the close of business hours on May 26, 2025 she ceased
to be whole time Director of the Company.

Currently, She is continuing as a Director (Promoter and
Non-Executive), liable to retire by rotation, with effect
from May 27, 2025.

Independent Director:

During the year under review, Ms. Shivangi Irfanali Vakil
(DIN - 07074084), Non-Executive Independent Director
of the Company cease to be the Independent Director
on the Board of the Company with effect from closing
business hours of February 12, 2025 due to completion of
her second consecutive term as an Independent Director of
the Company. The Board recorded its appreciation for her
valuable guidance given during her tenure.

Further, based on the recommendation of Nomination and
Remuneration Committee), and in terms of the provisions
of the Act, the Board of Directors had appointed Ms. Shaily
Jatin Dedhia (DIN: 08853685) as an Additional Director (Non¬
Executive- Independent) of the Company effective from
March 31, 2025. Her appointment was further regularized
and she was appointed as the Independent Director (Non¬
Executive) by the Shareholders of the Company at the
01/2025-26 Extra-Ordinary General Meeting held on May 09,
2025 for a period of 5 consecutive years.

Pursuant to the recommendation of the Nomination and
Remuneration Committee, the Board at its meeting held on
July 16, 2025 has approved the re-appointment of Mr. Ketan
Harsukhlal Sanghvi (DIN: 06531676) as a Non-Executive
Independent Director of the Company for a second term of
five years from November 04, 2025 to November 03, 2030,
subject to the approval of shareholders at the ensuing 31st
Annual General Meeting of the Company to be held on
Tuesday, August 19, 2025.

The brief resume of Mr. Ketan Harsukhlal Sanghvi ((DIN:
06531676) together with other related information has
been detailed in the Notice of AGM which is forming part of
the Annual Report.

Pursuant to the provisions of Section 152 of the Companies
Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles of
Association of your Company, Mr. Manoj Shantilal Savla
(DIN: 01529306), Director of the Company is liable to retire
by rotation at the ensuing AGM and being eligible offered
himself for reappointment.

An appropriate resolution for his re-appointment is being
placed for your approval at the ensuing AGM. The brief
resume of Mr. Manoj Shantilal Savla (DIN: 01529306), together
with other related information has been detailed in the
Notice of AGM which is forming part of the Annual Report.

Your directors recommend his re-appointment on the board
of your Company.

Chief Executive Officer:

During the year under review, and based on the
recommendation of the Nomination and Remuneration
Committee, the Board of Directors had appointed Mr. Deepak
Kabra as the Chief Executive Officer (CEO) - Key Managerial
Personnel of the Company w.e.f February 03, 2025.

Company Secretary & Compliance Officer:

During the year under review, Ms. Anjali Vipulkumar
Barot resigned from the office of Company Secretary
and Compliance officer of the Company with effect from
closure of business hours on April 10, 2024, on account of
medical reasons.

To fill the vacancy, the Board of Directors on recommendation
of the Nomination and Remuneration Committee appointed
Ms. Foram Sagar Bhuva as whole time Company Secretary
and Compliance Officer of the company w.e.f July 11, 2024.

However, during the current financial year, Ms. Foram Sagar
Bhuva has resigned from the post of Company Secretary &
Compliance Officer of the Company with effect from closure
of business hours on April 30, 2025, to pursue alternate
career outside the Company.

During the current financial year, the Board of Directors,
on recommendation of the Nomination and Remuneration
Committee, had appointed Ms. Pinkal Mehta as the
Company Secretary and Compliance Officer of the company
w.e.f. May 26, 2025.

Chief Financial Officer:

During the current financial year, Mr. Bharat Jethalal Suthar
has resigned from the position of Chief Financial Officer
and Key Managerial Personnel of the Company with effect
from the close of business hours of May 26, 2025 due to
health reasons.

Further, the Board of Directors of the Company, after
considering the recommendations of the Nomination &
Remuneration Committee and the Audit Committee, had
appointed Mr. Jayprakash Labhshankar Raval as the Chief
Financial Officer ("CFO") with effect from May 27, 2025.

Independent Directors Declaration:

The terms and conditions of appointment of Independent
Director are in accordance with the applicable Regulations of
the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and also as per the provisions of the
Companies Act, 2013 ("Act") read with Schedule IV to the Act.

Your Company has received annual declarations from all
the Independent Director of the Company under sub -
section (7) of section 149 confirming that they meet with
the criteria of Independence as provided in Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and there has been no change in the
circumstances which may affect their status as Independent
Director during the year.

In the opinion of the Board, all the Independent Directors
are persons of integrity and possess relevant expertise and
experience including proficiency.

Familiarization Program for Independent Directors:

At the time of the appointment of an Independent Director,
the Company issues a formal letter of appointment outlining
his/her role, function, duties and responsibilities. Further,
the Independent Directors are introduced to the corporate
affairs, new developments and business of the Company from
time to time. The Familiarization program is also available on
the website of the Company
www.trustedgecapital.in.

20. KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Sections 2(51), 203 of the
Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014:

Mrs. Vidhi Shail Savla, Whole-Time Director, Mr. Bharat
Jethalal Suthar, Chief Financial Officer, Mr. Deepak Kabra,

Chief Executive Officer and Ms. Foram Sagar Bhuva, Company
Secretary and Compliance officer are the Key Managerial
Personnel of your Company as on the financial year ended
March 31,2025.

However, during the current financial year, Mr. Manoj Shantilal
Savla, Managing Director, Mr. Jayprakash Labhshankar Raval,

Chief Financial Officer, Mr. Deepak Kabra, Chief Executive
Officer and Ms. Pinkal Mehta, Company Secretary and
Compliance officer are the Key Managerial Personnel of your
Company as on the date of signing of this report. z

LU

During the year under review and the current financial year
2025-26 till the date of signing of this report, the changes

LO

related to Key Managerial Personnel are as below:

<

u

z

Sr.

Name

Designation

Date of

Status of

Remarks, If any

No.

Appointment/

Resignation

Change

1

Anjali Vipulkumar

Company Secretary and

April 10, 2024

Resignation

On account of medical

Barot

Compliance Officer

reasons.

2

Foram Sagar Bhuva

Company Secretary and

July 11,2024

Appointment

--

Compliance Officer

April 30, 2025

Resignation

To pursue alternative
career outside the

company

3

Deepak Kabra

Chief Executive Officer

February 03, 2025

Appointment

--

4

Manoj Shantilal Savla

Managing Director

April 10, 2025

Appointment

--

5

Pinkal Mehta

Company Secretary and
Compliance Officer

May 26, 2025

Appointment

-

6

Bharat Jethalal Suthar

Chief Financial officer

May 26, 2025

Resignation

Due to health reasons.

7

Vidhi Shail Savla

Whole-Time Director

May 26, 2025

Resignation

Continuation as the

from the post

Director (Promoter and

of Whole time

Non-Executive) of the

director

Company with effect
from May 27, 2025

21. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of section 134[3][c] of the Companies Act, 2013, in
relation to the financial statements of the Company for the
year ended March 31,2025, the Board of Directors state that:

a) In the preparation of the Annual Accounts, the
applicable accounting standards had been followed
and there are no material departures;

b) They have selected such accounting policies and
applied them consistently and 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 financial year and of the profit of the
Company for the financial year ended March 31,2025;

c) They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of Companies Act, 2013
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) They have prepared the Annual Accounts on a
going concern basis;

e) They have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

f) They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

22. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025
is available on the website of the Company i.e.
www.
trustedgecapital.in
pursuant to the provisions of Section 92

read with Section 134 of the Companies Act, 2013 and rules
made there under.

23. CODE OF CONDUCT FOR PREVENTION OF INSIDER
TRADING:

The Board of Directors has adopted the Insider Trading
Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The Insider
Trading policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while
dealing with shares of the Company as well as consequences
of violation. The Policy has been formulated to regulate,
monitor and ensure reporting of deals by the employees and
to maintain the highest ethical standards of dealing in the
Company's Shares. The code is also available on the website
of the Company -
www.trustedgecapital.in

The Company has adopted the amended Code of Practices
and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information in terms of the SEBI (Prohibition of
Insider Trading) Regulation, 2015 (as amended). The same
has been filed with the BSE Limited and also uploaded on
the website of the Company.

24. RELATED PARTY TRANSACTIONS:

All contracts/arrangement/transactions entered into by the
Company during the Financial Year with related parties were
on an arm's length basis and were in the ordinary course of
business and were placed before the audit committee for
their approval, wherever applicable.

Your Company had entered into transactions with related
parties which could be considered material in terms of
Section 188 of the Companies Act, 2013. Accordingly, the
disclosure of related party transactions as required under
Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2
is as attached in
[Annexure-B].

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company being a registered NBFC under Section 45IA of
the Reserve Bank of India Act, 1934, the Company has given
loan as per RBI norms. The Company has not provided any
guarantees as laid under Companies Act, 2013. The Company
has made investment under the provisions of Section 186 of
Companies Act, 2013 and RBI Regulations. The said details
are given in the notes to the Financial Statements.

26. RISK MANAGEMENT:

The Company manages and monitors the principal risks
and uncertainties that can impact its ability to achieve its
objectives. Pursuant to section 134 (3) (n) of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015. The company has framed
a Risk Management Policy. At present the company has
not identified any element of risk which may threaten the
existence of the company.

A well-defined risk management mechanism covering the
risk mapping and trend analysis, risk exposure, potential
impact and risk mitigation process is in place. The objective
of the mechanism is to minimize the impact of risks identified
and taking advance actions to mitigate it. The mechanism
works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out
to identify, evaluate, monitor and manage both business
and non-business risks. The Company has formally framed
a Risk Management Policy to identify and assess the key risk
areas, monitor and report compliance and effectiveness of
the policy and procedure.

Discussion on risks and concerns are covered in the
Management Discussion and Analysis Report, which forms
part of this Annual Report.

27. BOARD EVALUATION:

The Company has devised a formal process for annual
evaluation of performance of the Board, its Committees
and Individual Directors ("Performance Evaluation") which
include criteria for performance evaluation of non-executive
directors and executive directors as laid down by the
Nomination and Remuneration Committee and the Board
of Directors of the Company. It covers the areas relevant to
the functioning as Independent Directors or other directors,
member of the Board or Committee of the Board. The
Independent Directors carried out annual performance
evaluation of the Chairman and Executive Directors. The
Board carried out annual performance evaluation of its
own performance. The performance of each Committee
was evaluated by the Board, based on report on evaluation
received from respective Committees.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to give information relating
Corporate Social Responsibility as the Company does not
fall under the applicable threshold limit mentioned under
section 135 of the Companies Act, 2013.

The Company is striving to make good profit in the coming
years and the Board of Directors of the Company assures to
contribute funds in future.

29. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors and their Report:

M/s Mahendra N. Shah & Co., Chartered Accountants,
Ahmedabad [Firm Registration No. 105775W] were
appointed as Statutory Auditors of the Company, for a term
of 5 (five) consecutive years, at the Annual General Meeting
held on September 30, 2022.

The Ministry of Corporate Affairs vide its Notification
dated May 7, 2018, had dispensed with the requirement
of ratification of appointment of Statutory Auditors by the
Shareholders at every Annual General Meeting. Hence, the
resolution relating to ratification of appointment of Statutory
Auditors is not included in the Notice of the ensuing 31st
Annual General Meeting of the Company to be held on
Tuesday, August 19, 2025.

The Statutory Auditors have confirmed that they are eligible
to continue with their appointment and have not been
disqualified in any manner from continuing as Statutory
Auditor. The remuneration payable to the Statutory Auditor
shall be determined by the Board of Directors based on the
recommendation of the Audit Committee.

The Notes on financial statement 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, adverse remark or disclaimer.

Secretarial Auditors and their Report:

Pursuant to provisions of section 204 of the Act and the
Companies [Appointment and Remuneration of Managerial
Personnel] Rules, 2014, the Board has appointed CS Aishwarya
Parekh, Practicing Company Secretary (M. No: F13318 and CP:
22505) to undertake the Secretarial Audit of the Company for
the financial year 2024-25. The Secretarial Audit Report in the
form "MR-3" is annexed herewith as
[Annexure- C].

The auditor report does not contain any reservations,
adverse remarks or disclaimers.

It is proposed to the members of the Company to appoint
CS Aishwarya Parekh, Practicing Company Secretary (M. No:
F13318 and CP: 22505) as the Secretarial Auditor for a term of
5 years as mentioned in the notice of ensuing Annual General
Meeting which is forming part of the Annual Report 2024-25.

Internal Auditors:

The board has appointed M/S MGP & Associates, Chartered
Accountants as Internal Auditor (Firm Registration
No. 140164W) as Internal Auditors of the Company for
the F.Y 2024-25.

Cost Auditors:

The appointment of Cost Auditor for the Company is not
applicable to the Company.

30. EXPLANATIONS OR COMMENTS BY THE BOARD ON
QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS
OR DISCLAIMERS:

The Notes on financial statements referred to in the Auditors'
Report read together with relevant notes thereon are self¬
explanatory and hence, do not call for any further comments
under Section 134 of the Companies Act, 2013.

31. FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors and the
Secretarial Auditor have not reported any instances of fraud
committed in the Company by its Officers or Employees
to the Audit Committee under section 143(12) of the
Companies Act, 2013.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134 of the
Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 with respect to the information on conservation
of energy, technology absorption and foreign exchange
earnings and outgo are set out herewith as
[Annexure-D]
and form an integral part to this Report.

33. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company promotes ethical behavior in all its business
activities and has established a vigil mechanism for its
Directors, Employees and Stakeholders associated with
the Company to report their genuine concerns. The Vigil
Mechanism as envisaged in Section 177 of the Companies
Act, 2013 is implemented through the Whistle Blower Policy,
to provide for adequate safeguards against victimization of
persons who use such mechanism and make provision for
direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy has been appropriately
communicated within the Company and has also been
posted on the Website of our Company.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The Company believes that the women employees should
have the opportunity to work in an environment free from
any conduct which can be considered as a Sexual Harassment.
The Company is committed to treating every employee with
dignity and respect, fosters to create a workplace which is
safe and free from any act of Sexual Harassment.

The Company has a policy on 'Prevention of Sexual
Harassment at the Workplace' as per the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and Rules made thereunder
('POSH Act & Rules').

The following is a summary of sexual harassment complaints
received and disposed of during the financial year 2024-25.

• No. of complaints received in the year - NIL

• No. of complaints disposed off during the year - NIL

• No. of complaints pending for more than ninety
days:- NIL

35. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance with the provisions of the
Maternity Benefit Act, 1961.

36. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks
commensurate with its activities. The details in respect
of internal control and their adequacy are included in the
Management and Discussion and Analysis, which forms
integral part of this report.

The Report on the Internal Financial Control under Clause
(i) of sub section 3 of Section 143 of the Companies Act,
2013 is forming part of the financial statement for the
year under review.

37. CREDIT RATING:

The Company has not issued any debt instruments and does
not have any Fixed Deposit Programme or any scheme or
proposal involving mobilization of funds in India or abroad
during the financial year ended March 31,2025. Hence during
the financial year, there was no requirement to obtain such
Credit Ratings.

38. DISCLOSURES WITH RESPECT TO DEMAT SUSUPENSE
ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

During the year under review, no shares were held in the
demat suspense account or unclaimed suspense account
of the Company.

39. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS INPACTING THE
GOING CONCERN STATUTS OF THE COMPANY:

There are no significant/material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status of your Company and its operations in future.

40. OTHER DISCLOSURES:

• Maintenance of cost records and requirement of cost
Audit as prescribed under the provisions of Section
148(1) of the Companies Act, 2013 are not applicable to
the business activities carried out by the Company.

• There are no proceedings initiated/pending against
your Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the business
of the Company.

• There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and the Company's operations in future.

• During the Year under the review, Company has not
taken loan from the Banks or Financial Institutions.

Hence, the details of difference between amount of the
valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or
Financial Institutions is not applicable.

• The equity shares of the Company were not suspended
from trading during the year on account of corporate
actions or otherwise.

• Disclosures pursuant to RBI Master Directions, unless
provided in the Directors' Report form part of the notes
to the standalone financial statements.

41. ANNEXURES:

The lists of annexures forming part of the Board Report

are as follows:

Name of the Annexure

Annexure No.

Management Discussion and Analysis

A

Report

Related Party Transactions (AOC-2)

B

Secretarial Audit Report

C

Conservation of Energy, Technology

D

Absorption And Foreign Exchange

Earnings And Outgo

42. APPRECIATION:

The Board of Directors would like to place on record their
gratitude for the guidance and cooperation extended by
Reserve Bank of India and the other regulatory authorities.
The Board takes this opportunity to express its sincere
appreciation for the excellent patronage received from
the Banks and Financial Institutions and for the continued
enthusiasm, total commitment, dedicated efforts of the
executives and employees of the Company at all levels. We
are also deeply grateful for the continued confidence and
faith reposed on us by all the Stakeholders.

By order of the Board of Directors
Trustedge Capital Limited

(Formerly known as Adinath Exim Resources Limited)

sd/-

(Manoj S. Savla)

Chairman & Managing Director
DIN - 01529306

Date : July 16, 2025
Place : Ahmedabad