Equity Analysis

To,

The Members,

G.D TRADING AND AGENCIES LIMITED

Your Directors have pleasure in presenting their Forty Third Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.

FINANCIAL RESULTS: (In Lacs)

OPERATIONAL REVIEW:

The Company has generated an NIL Income for the Financial Year 2022-2023, whereas the loss after tax for the year 2022-23 is 7.22 Lacs as compared to previous year loss of Rs. 6.57 Lacs.

DIVIDEND:

In view of accumulated losses, your Directors do not recommend any Dividend for the Financial Year ended on 31^st March, 2023.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company as per the provisions of Companies Act, 2013.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 75,00,000 (Rupees Seventy Five Lakhs Only) divided into Equity share capital of Rs. 25,00,000 (Rupees Twenty Five lakhs only) and 11% Preference share capital of Rs. 50,00,000 (Rupees Fifty Lakhs Only).

The paid up capital of the Company is Rs. 60,00,000 (Rupees Sixty lakhs only) including 1, 00,000 Equity shares of Rs. 10/- each aggregating to Rs. 10,00,000 (Rupees Ten Lakhs) and 11%, 50,000 Preference share of Rs. 100/- each aggregating to Rs. 50,00,000 (Rupees Fifty Lakhs).

During the year, there was no change in Share capital of the Company.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date by or of this report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases against the company, sale or purchase of capital assets or destruction of any assets etc.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Complete details of Loan, Guarantee, Investment, Security covered under section 186 of The Companies Act, 2013 as disclosed in the financial statement and notes there under.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information required under the provisions of Companies Act, 2013 and Rules made there under relating to the technology absorption and Research & Development are not applicable to the Company, since the Company is not engaged in any manufacturing activity. But the Company has taken necessary steps to conserve energy wherever possible.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the Financial Year 2022-2023, under review there were no Foreign Exchange Earnings or Outflows.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made thereunder, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

Therefore, Company is not liable to contribute towards Corporate Social Responsibility.

EMPLOYEES RELATIONS:

During the year under review, your company enjoyed cordial relationship with employees at all levels.

I. Cessation/ Disqualification:

None of the Director resigned from the Company and no Director of the Company is being disqualified to act as Director of the Company.

II. Retirement by Rotation:

Pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bharat Somani (DIN: 00286793) Director of the Company, retires by rotation at this Annual General Meeting, and being eligible to offer himself for re-appointment.

III. Appointment:

Ms. Sejal Yerapale (DIN: 08544413) was appointed as an Additional Independent Director of the Company on 03^rd September, 2022 and was regularized at Annual General Meeting held on 30^th September, 2022.

Mrs. Shilpa Parab (DIN: 08338221) resigned from Directorship on 30^th September, 2022.

B) Declaration by an Independent Director(s) and Re- appointment:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's Report.

The Directors Disqualification Certificate is annexed hereto as "Annexure A".

C) Formal Annual Evaluation:

In terms of the provisions of the Act, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee (NRC).

D) Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3) (c) of the Companies Act,

2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for the year under review;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The Directors had laid down internal financial controls to be followed by

Company and that such internal financial controls are adequate and were operating effectively.

V. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

MEETINGS OF THE BOARD:

The Board of Directors met 05 (Five) times during the Financial Year 2022-23 on the below mentioned dates:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in the Form AOC 2 Annexed herewith as "Annexure B" to this Report.

STATUTORY AUDITORS:

M/s Maheshwari & Associates, Chartered Accountant (FRN: 311008E) was appointed as Statutory Auditor of the Company on 30^th September, 2023 for period of 5 Years i.e. until the Annual General Meeting to be held in the year 2027.

They have confirmed that they are not disqualified to act as Statutory Auditor of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 with the Stock Exchange is provided as separate section and forms a part of this Annual Report.

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the Financial Year ended March 31, 2023 is available on the website of the Company.

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance Practices as prevalent globally.

The Report on Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to the Company as it not covered under the prescribed limit as specified under the Regulation.

AUDIT COMMITTEE:

The Company has a qualified and independent Audit Committee which has been formed in pursuance of Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Section 177 of the Companies Act, 2013.

The Primary objective of the committee is to monitor and provide effective supervision of the management's financial reporting process to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of Financial reporting.

Terms of Reference:

1. Approving and implementing the audit procedures and techniques.

2. Reviewing audit reports of both statutory and internal auditors with auditors and management.

3. Reviewing financial reporting systems, internal control systems and control procedures. 4. Ensuring compliance with regulatory guidelines. 5. The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

6. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

7. Examination of the financial statement and the auditors' report thereon;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Monitoring the end use of funds raised through public offers and related matters.

13. Establishment and monitoring of the Vigil Mechanism/Whistle Blower Policy.

Any other duties/terms of reference for the Audit Committee which are incidental/necessary for the fulfillment of the above mentioned terms of reference would be deemed to be under the purview of the Audit Committee.

? Details of the composition and attendance of Members of the Audit Committee during the year 2022-2023 are as follows:

Four Audit Committee Meetings were held during the year on 30^th May, 2022, 12^th August, 2022, 14^th November, 2022, 14^th February, 2023.

NOMINATION AND REMUNERATION COMMITTEE:

The purpose of this Committee of the Board of Directors (‘The Board') shall be to discharge the Board's responsibilities related to nomination and remuneration of the Company's Executive/ Non-Executive Directors.

The Committee has the overall responsibility of approving and evaluating the nomination and remuneration plans, policies and programs for executive /non-executive directors.

The broad terms of reference of the Nomination and Remuneration Committee are as under:

1) The Committee shall 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 directors performance.

2) The Committee shall formulate the criteria for determining qualification, positive attributes and independence of a director and recommend to the Board, policy relating to the remuneration for the directors, key managerial personnel and other employees.

3) Devise a policy on Board Diversity.

4) Formulate criteria for evaluation of Independent Directors and the Board.

One Nomination and Remuneration Committee meetings were held during the year on 03.09.2022.

Composition of Nomination and Remuneration Committee is as under:

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee has the mandate to review and redress shareholder grievances including complaints related to non-receipt of Securities/ Share certificates, non-receipt of balance sheet, non-receipt of declared dividends etc.

The committee reviews shareholders complaints and resolution thereof. The

Committee expresses satisfaction with the Company's performance in dealing with investor grievances and its share transfer system.

Four Stakeholder Relationship Committee Meetings were held during the year on 30^th May, 2022, 12^th August, 2022, 14^th November, 2022, 14^th February, 2023.

Composition of Stakeholders Relationship Committee is as under:

MANAGERIAL REMUNERATION:

A) The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of Managerial Personnel) 2014 is as follows: NOT Applicable.

The Independent Directors do not receive any remuneration or sitting fees.

2. There was no remuneration paid to Key managerial Personnel or Director.

B) None of the employee of the Company was in receipt of the remuneration (throughout the financial year or part thereof) as per Rule 5(2) of the Companies (Appointment of Managerial Personnel) 2014.

C) The Company does not have any Holding or Subsidiary Company and none of the Directors of the Company are the Managing Director or Whole Time Director in the Associate Company.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

BUSINESS RISK MANAGEMENT:

The Company believes that risk should be managed and monitored on a continuous basis. As a result, the Company has designed a dynamic risk management framework to allow managing risks effectively and efficiently, enabling both short term and long term strategic and business objectives to be met.

SECRETARIAL AUDIT:

The provision of section 204 read with section 134(3) of the companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company has appointed M/s SG & Associates, Practicing Company Secretary, as the Secretarial Auditor of the Company for the year 2022-2023. The Secretarial Audit report is annexed herewith as "Annexure C".

Director's clarification on the Observations to Secretarial Audit Report:

i) The company is under the process for appointment of Internal Auditor of the Company.

ii) The Promoter has converted half of the shares in demat and is under the process of getting remaining half Shares in Demat.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the

Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the

Company's shares and prohibits the purchase or sale of Company shares by the

Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.