Dear Shareholders,
ADON AGRO COMMODITIES LIMITED ("Company")
The Board is delighted to present the 04th Annual Report on the business and
operations of ("the Company") along with the summary of the financial statements
for the year ended 31st March, 2025
In compliance with the applicable provisions of the Companies Act, 2013, ("the
Act"), this Directors' Report is prepared based on the financial statements of the
Company for the year under review.
> FINANCIAL RESULTS/ STATE OF THE COMPANY'S AFFAIRS / OPERATION REVIEW/FUTURE
OUTLOOK:
Key highlights of standalone financial performance of the Company for the year ended
31st March, 2025, is as summarized below:
| Particulars |
Financial Year ended 31st March 2025 |
Financial Year ended 31st March 2024 |
| Revenue from Operations |
10,303.56 |
7,256.71 |
| Other Income |
0.47 |
34.89 |
| Total Income |
10,304.03 |
7,291.60 |
| Less: Expenditure |
9,314.30 |
7,030.21 |
| Profit / (Loss) before taxation |
989.73 |
261.39 |
| Less: Tax expenses |
|
|
| a) Current Tax |
278.92 |
72.75 |
| b) Deferred tax |
1.70 |
(2.75) |
| Profit for the Year after tax |
709.11 |
191.39 |
> FINANCIAL PERFORMANCE REVIEW FOR F.Y. 2024-25::
S Revenue from Operations stood at 10,303.56 Lakhs as compared to 7,256.71 Lakhs in FY
2023-2024
Net Profit before taxation stood at 989.73 Lakhs as compared to 261.39 Lakhs
inJ3fc2Q23-
2024
S Net Profit after tax stood at 709.11 Lakhs as compared to 191.39 Lakhs in FY
2023-2024
PROPOSAL FOR INITIAL PUBLIC OFFERING (IPO):
The Board of Directors is pleased to inform the members that the Company is actively
preparing to undertake an Initial Public Offering (IPO) on the SME Platform of a
recognized stock exchange. This strategic move is aimed at enhancing the Company's capital
base, supporting its future business expansion plans, and improving overall corporate
visibility and credibility in the market.
In pursuit of this objective, the Company has taken the necessary steps to initiate the
IPO process and as part of the preparatory process, the Company has commenced engagement
with key intermediaries, including merchant bankers, legal advisors, auditors, and other
professionals, to ensure smooth execution of the IPO in compliance with regulatory
requirements prescribed by the Securities and Exchange Board of India (SEBI) and the
respective stock exchange.
The proposed SME IPO is expected to provide the Company with improved access to capital
markets, increased brand recognition, and enhanced governance standards. The Board assures
all stakeholders that the process will be undertaken with utmost transparency and in the
best interest of the Company and its shareholders. Further, updates will be shared as the
IPO process progresses.
> SHARE CAPITAL:
Authorized Share Capital:
The Authorized Share Capital of the Company as on 31st March 2024 is INR
3,00,00,000.00/- (Rupees Three Crore only) divided into 30,00,000 (Thirty Lakhs) Equity
Shares of Rs. 10.00 (Rupees Ten only) each.
In the Extraordinary General Meeting held on 04th March 2025, the Authorized
Share Capital of the Company was increased from Rs. 3,00,00,000/- (Rupees Three Crores
only) divided into 30,00,000 (Thirty Lakhs) Equity Shares of 10/- (Rupees Ten Only) each
to Rs 8,50,00,000/- (Rupees Eight Crores Fifty Lakhs only) divided into 85,00,000 (Eighty
Five Lakhs) Equity Shares of 10/- (Rupees Ten Only) each by the creation of additional
55,00,000 (Fifty Five Lakhs) Equity Shares of 10/- (Rupees Ten Only) aggregating
5,50,00,000 (Five Crore Fifty Lakhs only) each ranking pari passu in all respect with the
existing Equity shares of the Company.
Further, in the Extraordinary General Meeting held on 15th May 2025, the
Authorized Share Capital of the Company was increased from Rs 8,50,00,000/- (Rupees Eight
Crores Fifty Lakhs only) divided into 85,00,000 (Eighty Five Lakhs) Equity Shares of 10/-
(Rupees Ten Only) each to Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into
1,00,00,000 (One Crore) Equity Shares of 10/- (Rupees Ten Only) each by the creation of
additional 15,00,000 (Fifteen Lakhs) Equity Shares of 10/- (Rupees Ten Only) aggregating
1,50,00,000 (One Crore Fifty Lakhs only) each ranking pari passu in all respect with the
existing Equity shares of the Company.
Paid Up Capital
The Paid up Share Capital of the Company as on 31st March 2024 is INR
3,00,00,000.00/- (Rupees Three Crore only) divided into 30,00,000 (Thirty Lakhs) Equity
Shares of Rs. 10.00 (Rupees Ten only) each.
During the period under review there were no changes in the capital structure of the
Company.
However, in the board meeting held on 19th May 2025, 30,00,000 equity shares
of face value Rs. 10/- each as fully paid-up bonus shares, in the ratio of 1:1, was
allotted to the eligible shareholders whose names appeared in the Register of Members /
list of Beneficial Owners maintained by company/RTA as on the Record Date, i.e., 19th
May 2025, by capitalizing a sum of Rs. 3,00,00,000/- (Rupees Three Crores only) from the
free reserves / securities premium account / capital redemption reserve of the Company.
> REGISTERED OFFICE AND CORPORATE OFFICE REGISTERED OFFICE
1-3029,1 Wing, 3rd Floor, Akshar Business Park, Sector 25, Plot No. 3, Janta
Market Road, Vashi, Navi Mumbai, Sanpada, Thane - 400703, Maharashtra
CORPORATE OFFICE
Office No. Z-2123, Akshar Business Park, Sector 25, Plot No. 3, Janta Market Road,
Vashi, Navi Mumbai, Sanpada, Thane, Maharashtra - 400703
> CONVERSION FROM PRIVATE TO PUBLIC
During the year under review, the Company has been converted from a private limited
company to a public limited company and the approval of the Central Processing Centre has
been obtained. Accordingly, the name of the Company has been changed from "ADON AGRO
COMMODITIES PRIVATE LIMITED" to AGRO COMMODITIES LIMITED w.e.f 19* January 2025.
> ISIN
During the year under review, the Company obtained an International Securities
Identification Number (ISIN) INE1SME01017 for its equity shares from the depository.
Pursuant to the allotment of ISIN, all the shareholders of the Company have dematerialised
their equity shareholdings simultaneously.
> DIVIDEND:
The Board of Directors has not recommended any dividend for the financial year under
review. The decision has been taken with a view to conserve resources and retain the
profits for future business expansion and growth opportunities. The Board believes that
the retained earnings will strengthen the Company's financial position and support its
long-term strategic objectives,
including the proposed SME Initial Public Offering (IPO).
> TRANSFER TO RESERVES:
No amount has been transferred to any reserve. The company transferred profit of Rs.
708.68/- Lakhs to Statement of Profit and Loss Account under the heading "Reserves
& Surplus" for the financial year 31-03-2025.
> DETAILS OF MATERIAL CHANGES AND COMMITMENT OCCURRED DURING PERIOD AFFECTING
FINANCIAL POSITION OF COMPANY
Except as disclosed in other sections of this Annual Report, there have been no
material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year and the date of this Report. The
Company continues to operate in the normal course of business, and no significant events
have transpired that would materially impact its financial standing during the year under
review.
> MATERIAL CHANGES OCCURRED POST-CLOSING OF FINANCIAL YEAR TILL DATE OF THIS REPORT:
Except as disclosed in other sections of this Annual Report, there have been no
material changes or commitments affecting the financial position of the Company that have
occurred between the end of the financial year ended 31st March 2025 and the date of this
Report.
> CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of Business of the Company during the year under
consideration.
> DIRECTORS AND KEY MANAGERIAL PERSONAL:
I. Board's Composition as on 31st March 2025 as mentioned below -
| DIN |
Directors |
Designation |
| 03505998 |
Mr. Narayanswamy Venkitkrishnan |
Managing Director |
| 09654409 |
Mr. Shubham Ratan Sharma |
Executive Director |
| 10947384 |
Ms. Jigisha Narayanswamy |
Executive Director |
| 08257931 |
Ms. Shilpa Bung |
Independent Director |
| 10240789 |
Mr. Shubham Jain |
Independent Director |
| 08528588 |
Mr. Gaurav Joshi |
Independent Director |
During the financial year under review and till the date of approval of this Directors'
Report:
a) After considering their knowledge, acumen, expertise and experience, Mr. Shubham
Jain (DIN: 10240789) and Mr. Gaurav Joshi (DIN: 08528588) were appointed as Additional
Director(s) (Category: Non-Executive, Independent) of the Company by the Board vide a
resolution passed in the board meeting held on 24th February 2025 to hold
office for first term of five consecutive years w.e.f. 24th February 2025 to 23rd
February, 2030, subject to approval and regularization by members of the Company in the
ensuing Annual General Meeting as Independent Directors. Further, as per the
recommendation of the Nomination and Remuneration Committee, the board of directors is of
the opinion that they fulfill the skills and capabilities as required in the Companies Act
2013 and therefore consider it desirable and in the interest of the company to have them
on the board as an Independent Non-Executive Directors of the company Thus, in terms of
the provisions of Sections 149,150,152 read with Schedule IV and any other applicable
provisions of the Act and other regulations, as applicable from time to time, Mr. Shubham
Jain (DIN: 10240789 and Mr. Gaurav Joshi (DIN: 08528588), being eligible for
regularization and appointment as Independent Directors and offering themselves for
appointment, are proposed by Board to be regularized and appointed as Independent
Directors for the first term of five consecutive years w.e.f. 24th February
2025 and to hold office up to to 23rd February, 2030. Accordingly, the Board
has recommended the said resolutions for approval of the members in the ensuing Annual
General Meeting.
b) After considering the knowledge, acumen, expertise and experience, Ms. Jigisha
Narayanswamy (DIN: 10947384) was appointed as an Additional Director(s) (Category:
Executive, Promoter) of the Company by the Board vide a resolution passed in the board
meeting held on 24th February 2025 to hold office for first term of five
consecutive years w.e.f. 24th February 2025 to 23rd February, 2030,
subject to approval and regularization by members of the Company in the ensuing Annual
General Meeting as Executive Promoter Director. Further, the Board of Directors of the
Company, in its meeting held on 21st March 2025 and the members in the
extraordinary General meeting held on 29th March 2025 has discussed and
approved the remuneration payable to Ms. Jigisha Narayanswamy for the period of 3 years
w.e.f 01.04.2025. Further, Further, as per the recommendation of the Nomination and
Remuneration Committee, the board of directors is of the opinion that she fulfills the
skills and capabilities as required in the Act and therefore considers it desirable and in
the interest of the company to have her on the board as an Executive Promoter Director of
the company. Thus, in terms of the provisions of Sections 149,152,161,196,197,198 read
with Schedule V and any other applicable provisions of the Act and other regulations, as
applicable from time to time, Ms. Jigisha Narayanswamy (DIN: 10947384), being eligible for
regularization and appointment as Executive Director, is proposed by Board to be
regularized and appointed as Executive Promoter Director w.e.f. 24th February
2025. Accordingly, the Board has recommended the said resolution for approval of the
members in the ensuing Annual General Meeting
c) The Board of Directors of the Company at its meeting held on 14th June
2024, approved the appointment of Mr. Shubham Ratan Sharma (DIN 09654409) as an Additional
Director (Category: Executive, Promoter) of the Company w.e.f 14th June 2024,
liable to retire by rotation, subject to approval and regularization by members of the
Company in the Annual General Meeting as Promoter Executive Director. Further, the board
of directors was of the opinion that he fulfills the skills and capabilities as required
in the Companies Act, 2013 and therefore considered it desirable and in the interest of
the company to have him on the board as an Promoter Executive Director of the company.
Thus, in terms of the provisions of Sections 149, 150, 152 read with Schedule V and any
other applicable provisions of the Act ^d=^Jher
regulations, as applicable from time to time, and the appointment was subsequently
approved and regularized by the members of the Company by passing the required resolution
with requisite majority at the 03rd Annual General Meeting held on 30th
September, 2024.
d) Mr. Anil Jain (DIN: 07392707) resigned as director w.e.f 14th June 2024
due to his preoccupation. The board noted the same in the board meeting held on 14th
June 2024.
e) The Board of Directors of the Company at its meeting held on 18th
September 2024, approved the appointment of Ms. Shilpa BungJDIN 08257931) as an Additional
Director(s) (Category: Non-Executive, Independent) of the Company to hold office for first
term of five consecutive years w.e.f. 18th September 2024 to 17th
September 2029, subject to approval and regularization by members of the Company in the
ensuing Annual General Meeting. Her appointment was subsequently approved and regularized
by the members of the Company by passing the required resolution with requisite majority
at the 03rd Annual General Meeting held on 30th September, 2024.
f) Mr. Narayanswamy Venkitkrishnan was appointed as a Director of the Company w.e.f 29th
March 2023. However, considering his knowledge, vast experience and responsibilities which
he shoulders, the board had decided to appointment him as Managing director of the Company
and accordingly he was appointed as Chairperson and Managing Director of the Company w.e.f
16th November 2024.
g) In accordance with the provisions of Section 152 of the Act, Mr. Shubham Ratan
Sharma (DIN: 09654409), Director of the Company, is retiring by rotation at the ensuing
Annual General Meeting and being eligible offers himself for re-appointment.
h) In the board meeting held on 29th January 2025, Ms. Manisha Agrawal was
appointed as Chief Financial Officer of the Company with effect from 01st
February 2025.
i) In the board meeting held on 29th January 2025, Ms. Snehal Gajanan
Mhatre, an Associate Member of the Institute of Company Secretaries of India holding
Membership No. A52522, as a Company Secretary of the Company with effect from 01st
February 2025
Except above, there are no changes in the constitution of the Board of Directors/ Key
Managerial Personnel during the year under review.
Based on the confirmations received, none of the Directors are disqualified for being
appointed/re-appointed as directors in terms of the Companies Act, 2013, or under the
regulation as applicable from the Company time to time.
INDEPENDENT DIRECTORS' DECLARATION
Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with relevant
rules, the Independent Directors of the Company have submitted declarations that each of
them meets the criteria of independence as provided in Section 149(6) of the Act read
along with Rules framed thereunder, the Independent Directors have confirmed that they are
not aware of any circumstance or situation which exists or may be reasonably anticipated
to impair or impact their ability to discharge their duties with an objective independent
judgment and without any
external influence.
Further, all the Independent Directors of your Company have been registered and are
members of Independent Directors' Databank maintained by the Indian Institute of Corporate
Affairs (IIC A).
BOARD'S OPINION OF INDEPENDENT DIRECTOR(S) APPOINTED DURING THE YEAR
As per Rule 8 (5) of Companies (Accounts) Rules, 2014, it is in the opinion of the
Board that integrity, expertise and experience of the independent director appointed
during the year has been fulfilled.
MEETINGS HELD DURING THE FINANCIAL YEAR Board Meetings
The Board of the Company is comprised of eminent persons of proven competence and
integrity. Besides the experience, strong financial acumen, strategic astuteness, and
leadership qualities, they have a significant degree of commitment towards the Company and
devote adequate time to the meetings and preparation.
The Board meets at regular intervals to discuss and decide on the Company/business
policy and strategy apart from other Board business.
During the Financial Year 2024-2025, following Board meetings were held with below
mentioned attendance of the Directors
| Date of Board meeting |
Attendance |
| Name of the Director |
Narayanswam y Venkitkrishna n |
Shubha m Ratan Sharma |
Jigisha Narayanswam y |
Shilp a Bung |
Shubha m Jain |
Gaura v Joshi |
Ani 1 Jain |
| 10-04-2024 |
P |
NA |
NA |
NA |
NA |
NA |
P |
| 14-06-2024 |
P |
P |
NA |
NA |
NA |
NA |
P |
| 27-06-2024 |
P |
P |
NA |
NA |
NA |
NA |
NA |
| 18-09-2024 |
P |
P |
NA |
P |
NA |
NA |
NA |
| 25-09-2024 |
P |
P |
NA |
P |
NA |
NA |
NA |
| 16-10-2024 |
P |
P |
NA |
P |
NA |
NA |
NA |
| 16-11-2024 |
P |
P |
NA |
P |
NA |
NA |
NA |
| 09-12-2024 |
P |
P |
NA |
P |
NA |
NA |
NA |
| 12-12-2024 |
P |
P |
NA |
P |
NA |
NA |
NA |
| 16-12-2024 |
P |
P |
NA |
P |
NA |
NA |
NA |
| 23-12-2024 |
P |
P |
NA |
P |
NA |
NA |
NA |
| 30-12-2024 |
P |
P |
NA |
P |
NA |
NA |
NA |
| 20-01-2025 |
P |
P |
NA |
P |
NA |
NA |
NA |
| 27-01-2025 |
P |
P |
NA |
P |
NA |
NA |
NA |
| 29-01-2025 |
P |
P |
NA |
P |
NA |
NA |
NA |
| 03-02-2025 |
P |
P |
NA |
P |
NA |
NA |
NA |
| 24-02-2025 |
P |
P |
P |
P |
P |
P |
NA |
| 27-02-2025 |
P |
P |
P |
P |
P |
P |
NA |
| 17-03-2025 |
P |
P |
P |
P |
P |
P |
NA |
| 21-03-2025 |
P |
P |
P |
P |
P |
P |
NA |
| 27-03-2025 |
P |
P |
P |
P |
P |
P |
NA |
The Board exhibits strong operational oversight with regular presentations in quarterly
meetings. The Board meetings are pre-scheduled, and a tentative annual calendar of the
Board meetings is circulated to the Directors well in advance to help them plan their
sch^;5Jf?td
ensure meaningful participation in the meetings. Only in case of special and urgent
business, if the need arises, the Board's approval is taken by passing resolutions through
circulation or by calling the Board meetings at short notice, as permitted by law. The
agenda for the Board meetings includes detailed notes on the items to be discussed to
enable the Directors to make an informed decision.
The meetings of the Board have been duly convened on the aforesaid dates and the notice
of the Board Meetings were duly sent and the intervening gap between two consecutive Board
Meetings has not exceeded 120 days in accordance with Section 173 of the Companies Act,
2013 and Secretarial Standards on Meetings of the Board of Directors.
General Meeting:
The Third Annual General Meeting of members of the Company was held on 30th
September 2024. Extraordinary General Meeting of members of the Company were held on 21st
December 2024, 04th March 2025 and 29* March 2025.
> SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
Your Directors confirm that the during the year, the Company does not have any
subsidiary, joint venture or associate companies, and has not formed any Joint Ventures or
Joint venture Company.
> DEPOSITS:
During the year under review, the Company has not accepted any deposits within the
meaning of Section 2 (31) of the Companies Act, 2013, hence disclosure requirements
covered under Chapter V of the Companies Act, 2013 and Companies (Acceptance of Deposits)
Rules, 2014 is not applicable to the Company.
> BORROWING FROM THE DIRECTORS/RELATIVES OF DIRECTORS
The company during its status as Private Limited Company has received unsecured loan
from directors of the company/relative of the directors of the company.
Post Conversion the status to "Public Limited Company", the company has
received unsecured loan from directors of the company only.
Further, the Company has also received the declaration in writing from them to the
effect that the amount is not being given out of funds acquired by them by borrowing or
accepting loans or deposits from others.
Borrowings as covered above are provided in the notes to the financial statements.
> SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the
Institute of
Company Secretaries of India.
> LOANS, GUARANTEES/SECURITY GIVEN OR INVESTMENT MADE DURING
THE REPORTING YEAR:
The details of Loans, Guarantees, Securities and Investments made during the financial
year ended 31st March, 2025, are given in the notes to the Financial Statements in
compliance with the provisions of Section 186 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules, 2014.
> PARTICULARS OF KEY-EMPLOYEES:
The Company being a Public Limited (Non-Listed Company, disclosure requirements under
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is not applicable.
> STATUTORY AUDITORS
M/s. Jain Abhishek P & Co., (Firm Registration No. 143492W) were acting as the
Statutory Auditors of the Company who hold the office up to the conclusion of 4th
Annual General Meeting of the Company. Accordingly, M/s. Jain Abhishek P & Co., (Firm
Registration No. 143492W) is completing their term at the conclusion of ensuing Annual
general meeting.
In this regard, as per the recommendation of the Audit Committee, the Board of
Directors of the Company, after evaluating and considering various parameters viz.,
capability, team size, experience, clientele served, technical knowledge and independence,
approved and hereby recommends to the members the appointment of M/s. Kheria &
Company., (Firm Registration No. 144903W) as the Statutory Auditors of the Company for the
another term of 5(five) consecutive years to hold office from the conclusion of 04th
Annual General Meeting until the conclusion of the 09th Annual General Meeting.
Further, the firm have consented to the appointment as the Statutory Auditors and have
confirmed that the appointment, if made, would be within the limits specified under
Section 141 (3) (g) of the Act and that they are not disqualified to be appointed as the
Statutory Auditors in terms of the provisions of Section 139 and 141 of the Act and the
Rules framed thereunder.
Pursuant to Section 134(3)(f) of the Companies Act, 2013 there are no Qualification /
Reservation or Adverse Remarks or Disclaimers made by M/s. Jain Abhishek P & Co.,
(Firm Registration No. 143492W) Auditors in Audit Report for the year 2023-2024.
> MAINTENANCE OF COST RECORDS
The Central Government has not prescribed the maintenance of cost records under sub
section (1) of section 148 of the Companies Act, 2013 for the products/ services of the
company.
> DETAIL OF FRAUD REPORTED BY THE AUDITORS
In the terms of provision of Section 134(3) (ca) of the Companies Act 2013, during the
year under review, there was no case of offense of fraud detected by the Auditors under
sub section(12) of section 143.
> INTERNAL AUDITOR
The Board of Directors has appointed M/s. Amit Verma & Co (FRN: 143975W) Chartered
Accountants as the Internal Auditors of the Company. The Internal Auditors are submitting
their reports on quarterly basis to the Board of Directors of the Company
> DETAILS OF INTERNAL FINANCIAL CONTROLS:
The internal control systems are aimed at promoting operational efficiencies. The
Company is always keen in making necessary arrangements for advancement and improvement of
internal control system relating to rendering of services.
However, the controls are adequate for ensuring the orderly and efficient control of
the business, including adherence to the Company's policies, the safeguarding of assets,
the prevention and detention of frauds and errors, the accuracy and completeness of
accounting records and timely preparation of reliable financial information.
> DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS / COURTS
/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No significant and material orders have been passed by any Regulators or Courts or
Tribunals against the Company during the year.
> RISK MANAGEMENT OF THE COMPANY:
The Company recognizes that effective risk management is fundamental to achieving its
strategic objectives and sustaining long-term performance. The Board of Directors has put
in place a robust Risk Management framework to identify, assess, monitor, and mitigate
various types of risks associated with the business environment in which the Company
operates.
During the year under review, the Company continued to strengthen its internal control
systems and adopted a proactive approach to risk management.
> CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The policy aims to provide
protection to employees at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure. The Company has also
constituted anipgBfel
Complaints Committee, to inquire into complaints of sexual harassment and recommend
appropriate action. In the Financial year 2024-2025, the Company has not received any
complaints which fall within the scope of this policy. The policy is also available on the
website of the company
> PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year under review, the Company has entered into transactions with
related parties in accordance with the provisions of Section 188 of the Companies Act,
2013 and the applicable Rules made thereunder. All such transactions were conducted in the
ordinary course of business and on an arm's length basis.
The details of related party transactions undertaken during the year have been
disclosed in the Notes to the Financial Statements, forming part of this Annual Report.
Further, all related party transactions were placed before the Board of Directors from
time to time for their review and noting, in compliance with the applicable regulatory
requirement
> WEB LINK OF ANNUAL RETURN, IF ANY
The copy of Annual Return (e-form MGT-7) will be uploaded on the website of the company
on https://adonagrocommodities.com/ and the same is being placed at registered office of
the Company and is being filed on MCA site with Registrar of Companies and which will be
further available for public inspection at www.mca.gov.in.
> CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year under review, your Company is not coming under the purview of
eligibility criteria under section 135 of the Companies Act, 2013 and hence the
requirements under CSR provisions are not applicable to the Company.
However, based on the audited financial statements for the financial year ended March
31, 2025, the Company meets the criteria laid down under Section 135(1) of the Act, and
accordingly, the provisions relating to CSR have become applicable from the financial year
2025-26. In this regard, the board in the meeting held on 15th April 2024 has
constituted the Corporate Social Responsibility.
> SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is not
required to appoint Secretarial Auditor for financial year 2024-2025.
> CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUT-GOINGS:
I. Conservation of Energy
Since the Company is not an energy intensive industry, the particulars as prescribed
under section 134(3) (m) read with sub-Rule 3 or Rule 8 of Companies (Accounts) Rules,
2014, are not set out in this Report of Board of Directors, Nevertheless, the Company is
taking adequate steps to conserve and minimize the use of energy, avoid wastage and
conserve energy wherever it is possible.
II. Technology Absorption
a. The efforts made towards technology absorption: Not applicable in view of the nature
of activities carried on by the Company
b. Benefits derived like product improvement, cost reduction, product development or
import substitution: Not applicable
c. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year): The Company has not imported any technology during
the last three years.
d. Expenditure incurred on Research and Development: The Company has not obtained any
technology from outside parties and not entered into any technical collaboration agreement
with any party from abroad. Company has not incurred any expenditure on research and
development.
III. Foreign Exchange Earnings and Outgo: NIL
> DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors confirm and state that:
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The Directors had 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 the Financial Year and of
the profit and loss of the Company for that Period;
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis; and
e) 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.
> BOARD EVALUATION
The provision of section 134(3) (p) relating to board evaluation is not applicable on
the company during the year under review.
> TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provision of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid.
> VIGIL MECHANISM:
During the year under review, the Company has adopted the whistle blower policy and
established a mechanism for employees to report concerns about unethical behavior, actual
or suspected fraud, or violation of code of conduct. It also provides adequate safeguards
against the victimization of employees who avail of the mechanism, and allows direct
access to Mr. Shubham Ratan Sharma, Director of the company. No employee has been denied
access to Mr. Shubham Ratan Sharma, Director of the company during the year.
Henceforth, following the constitution of the audit committee, the Company has updated
the mechanism to allow employees direct access to the Chairperson of the Audit Committee,
in accordance with the applicable provisions of the Companies Act, 2013.
> THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
Not Applicable
> 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 ALONG WITH THE REASONS THEREOF
Not Applicable
ACKNOWLEDGEMENT:
Your Directors acknowledge with thanks the support and valuable co-operation extended
by the bankers and shareholders of the Company. Your Directors also sincerely acknowledge
the significant contributions made by the employees for their dedicated services to the
Company.
| SHUBHAM RAT AN SHARMA^ |
^NAKAYANSWAMY VENKITKRISHNAN |
| DIRECTOR |
MANAGING DIRECTOR |
| DIN: 09654409 |
DIN: 03505998 |
| Date:19/05/2025 |
| Place: Thane |
