|
To
The Esteemed Members of
Trustedge Capital Limited (Formerly known as Adinath Exim Resources Limited),
Your directors have the privilege of presenting their 32nd (Thirty- second) Annual
Report and the Audited Statements of Accounts for the Financial Year ended March 31, 2026,
of your Company.
1. FINANCIAL HIGHLIGHTS:
|
|
(Rs. In Lakhs) |
| Particulars |
For the year ended on March 31, 2026 |
For the year ended on March 31, 2025 |
| Revenue from Operations (Net) |
522.33 |
109.32 |
| Other Income |
14.76 |
-- |
| Total Income |
537.09 |
109.32 |
| Total Expenditure |
500.81 |
87.28 |
| Profit / (Loss) before Tax |
36.28 |
22.04 |
| (Less) : Tax expense |
(18.32) |
5.55 |
| Profit/Loss for the year |
54.60 |
16.49 |
| Total Comprehensive Income |
46.66 |
51.73 |
| Earnings Per Share(Basic) |
0.72 |
0.31 |
| Earnings Per Share(Diluted) |
0.69 |
0.31 |
2. STATE OF COMPANYS AFFAIRS AND FINANCIAL PERFORMANCE:
The Company delivered strong financial performance in FY 2025-26, with total revenue
from operations growing 377.80% year-on-year to Rs.522.33 lakh (up from Rs.109.32 lakh).
This top-line expansion drove net profit to Rs.54.60 lakh, compared to Rs.16.49 lakh in FY
202425. Your directors remain confident in achieving even higher growth milestones ahead.
3. CHANGE OF NAME OF THE COMPANY:
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 and the Company,
being an NBFC registered with Reserve Bank of India ("RBI"), received
certificate of registration from RBI with the new name of the Company on July 22,2025.
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:
Under Section 45-IC (1) of Reserve Bank of India (RBI') Act, 1934, non-banking
financial companies (NBFCs') are required to transfer a sum not less than 20% of its
net profit every year to reserve fund before declaration of any dividend.
Your Company has transferred an amount of Rs.10.92 lakhs to Statutory Reserve Fund
under Section 45-IC of the RBI Act, 1934.
The Company has an amount of Rs. 1406.40 Lakh retained as surplus in the Statement of
Profit and Loss of Standalone financials.
7. SHARE CAPITAL:
As on March 31, 2026, the Share Capital structure of the Company stands as under:
| Particulars |
No of Shares |
Amount |
Authorized Share Capital |
|
|
| Equity Shares of Rs. 10/- each |
1,50,00,000 |
15,00,00,000 |
Total |
1,50,00,000 |
15,00,00,000 |
Issued and Subscribed Capital |
|
|
| 92,28,028 Equity shares of par value of Rs. 10/- each |
92,28,028 |
9,22,80,280 |
Total |
92,28,028 |
9,22,80,280 |
Paid up Share Capital |
|
|
| 92,28,028 Equity shares of par value of Rs. 10/- each |
92,28,028 |
9,22,80,280 |
Total |
92,28,028 |
9,22,80,280 |
Changes in share capital in the F.Y.2025-26
1. Authorized Share Capital:
During the financial year, the Members approved two successive increases in the
Authorized Share Capital of the Company, along with the consequential amendments to Clause
V (Capital Clause) of the Memorandum of Association of the Company, as detailed below:
At the Extra-Ordinary General Meeting held on May 9, 2025 through Video Conferencing
(VC)/Other Audio-Visual Means (OAVM), the Authorized Share Capital of the Company was
increased from Rs.5,50,00,000 divided into 55,00,000 equity shares of Rs.10 each to
Rs.7,00,00,000 divided into 70,00,000 equity shares of Rs.10 each.
At the 31st Annual General Meeting held on August 19, 2025 through VC/OAVM, the
Authorized Share Capital of the Company was further increased from Rs.7,00,00,000 divided
into 70,00,000 equity shares of Rs.10 each to Rs.15,00,00,000 divided into 1,50,00,000
equity shares of Rs.10 each.
Accordingly, Clause V of the Memorandum of Association of the Company was amended on
both occasions to reflect the revised Authorized Share Capital
2. Preferential Issue of Equity Shares:
The Board of Directors at its meeting held on April 10, 2025 approved the issue and
allotment of up to 8,85,000 equity shares of the Company on a preferential basis to
persons belonging to the Promoter Group, subject to the approval of the Members and other
applicable statutory and regulatory approvals.
The Members approved the said preferential issue by way of a Special Resolution passed
at the 01/2025-26 Extra-Ordinary General Meeting of the Company held on May 9, 2025
through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM"),
in accordance with the provisions of the Companies Act, 2013 and Chapter V of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended ("SEBI ICDR Regulations").
Pursuant to the aforesaid approvals, the Company allotted 8,85,000 equity shares of
face value Rs.10 each at an issue price of Rs.57 per equity share (including a premium of
Rs.47 per equity share) on June 3, 2025. The Company subsequently received the necessary
listing and trading approvals from BSE Limited for the said equity shares, and the shares
were listed and admitted to trading in accordance with the applicable regulatory
requirements.
3. Right Issue of Shares:
During the financial year, the Company undertook a Rights Issue of equity shares in
accordance with the provisions of the Companies Act, 2013, the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended, and other applicable laws.
The Company received the in-principle approval from BSE Limited on September 24, 2025.
Thereafter, the Rights Issue Committee, at its meeting held on September 25, 2025,
approved the offer and issue of up to 33,74,428 fully paid-up equity shares of face value
Rs.10 each for cash at an issue price of Rs.80 per equity share (including a premium of
Rs.70 per equity share), aggregating up to Rs.2,699.54 lakh, on a rights basis to the
eligible equity shareholders of the Company in the ratio of 49 (Forty-Nine) Rights Equity
Shares for every 85 (Eighty-Five) fully paid-up equity shares held as on the Record Date,
October 1, 2025.
Rights Issue Committee, at its meeting held on October 17, 2025, approved the allotment
of 33,74,428 fully paid-up Rights Equity Shares at the aforesaid issue price.
Subsequently, the Company received the requisite listing and trading approvals from BSE
Limited on October 20, 2025, and the said Rights Equity Shares were listed and admitted to
trading on the Exchange.
4. Adoption Trustedge Employee Stock Option Scheme 2025
The Members of the Company approved the adoption of the Trustedge Employee Stock Option
Scheme, 2025 ("TEDGE ESOS 2025" or the "Scheme") by way of a Special
Resolution passed at the 01/2025-26 Extra-Ordinary General Meeting held on May 9, 2025
through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM"),
in accordance with the provisions of the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE
Regulations"), subject to such statutory and regulatory approvals as may be required.
The Company received the in-principle approval from BSE Limited for the Scheme on July 23,
2025.
During the year under review, the Company granted employee stock options under TEDGE
ESOS 2025 to eligible employees based on the recommendations of the Nomination and
Remuneration Committee. The Scheme has been introduced with the objective of attracting,
retaining, motivating and rewarding employees, while aligning their interests with the
long-term growth and value creation objectives of the Company.
Pursuant to Regulation 13 of the SEBI SBEB & SE Regulations, the Secretarial
Auditor of the Company has certified that TEDGE ESOS 2025 has been implemented in
accordance with the applicable provisions of the said Regulations and the Special
Resolution passed by the Members on May 9, 2025. The certificate is available for
inspection by the Members at the Registered Office of the Company during business hours on
all working days and is also available on the Company's website up to the conclusion of
the 32nd Annual General Meeting.
The information pertaining to ESOS in terms of Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014 is given in [Annexure A].
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, 2026, 89.34% of the Company's total paid-up equity
capital representing 82,44,628 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:
| Date of Meeting |
Name of Directors |
|
Manoj Shantilal Savla |
Vidhi Shail Savla |
Ketan Harsukhlal Sanghvi |
Shaily Jatin Dedhia |
| April 10, 2025 |
? |
? |
? |
? |
| May 26, 2025 |
? |
? |
? |
? |
| June 3, 2025 |
? |
? |
? |
? |
| July 16, 2025 |
? |
? |
? |
? |
| August 11, 2025 |
? |
? |
? |
? |
| Septembe r 2, 2025 |
? |
? |
? |
? |
| October 30, 2025 |
? |
? |
? |
? |
| October 31, 2025 |
? |
? |
? |
? |
| January 28,2026 |
? |
? |
? |
? |
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013.
During the year under review, the Board of Directors of the Company, by way of a
resolution passed by circulation on July 4, 2025, approved the shifting of the Registered
Office of the Company within the local limits of the city, town or village where the
existing Registered Office is situated, in accordance with the applicable provisions of
the Companies Act, 2013 and the rules made thereunder.
As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent
Directors without the attendance of NonIndependent Directors was held on January 28, 2026
to discuss the agenda items as required under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Committees Meetings:
The Audit Committee met Five (05) times during the financial year, and the details of
the meeting are as follows:
| Date of Meeting |
Name of Chairman/member |
|
Ketan Harsukhlal Sanghvi (Chairman) |
Shaily Jatin Dedhia (Member) |
Manoj Shantilal Savla (Member) |
| May 26, 2025 |
? |
? |
? |
| July 16, 2025 |
? |
? |
? |
| August 11, 2025 |
? |
? |
? |
| October 31, 2025 |
? |
? |
? |
| January 28,2026 |
? |
? |
? |
The Nomination & Remuneration Committee met Four (04) times during the financial
year, and the details of the meeting are as follows:
| Date of Meeting |
Name of Chairman/member |
|
Ketan Harsukhlal Sanghvi (Chairman) |
Shaily Jatin Dedhia (Member) |
Manoj Shantilal Savla (Member) |
| April 10, 2025 |
? |
? |
? |
| May 26, 2025 |
? |
? |
? |
| July 16, 2025 |
? |
? |
? |
| January 28,2026 |
? |
? |
? |
| April 10, 2025 |
? |
? |
? |
The Stakeholder Relationship Committee met One (1) time during the financial year, and
the details of the meeting are as follows:
| Date of Meeting |
Name of Chairman/member |
|
Ketan Harsukhlal Sanghvi (Chairman) |
Shaily Jatin Dedhia (Member) |
Manoj Shantilal Savla (Member) |
| January 28,2026 |
? |
? |
? |
Committees Composition:
The composition of Audit Committee, Nomination & Remuneration Committee and
Stakeholder Relationship Committee as on March 31, 2026, are as follows:
| Name |
Chairman/Member |
| *Mr. Ketan Harsukhlal Sanghvi |
Chairman |
| Ms. Shaily Jatin Dedhia |
Member |
| Mr. Manoj Shantilal Savla |
Member |
* Mr. Ketan Harsukhlal Sanghvi resigned from the post of Independent Director of the
Company with effect from May 12, 2026.Subsequently to his resignation Ms. Shaily Jatin
Dedhia was appointed as the Chairperson of the respective committees.
9. RBI GUIDELINES:
The Company operates as a registered Non-Banking Financial Company - Investment and
Credit Company (NBFC-ICC), bearing Reserve Bank of India (RBI) registration number
01.00025. The Company is classified under the Base Layer category and does not accept
public funds.
In terms of regulatory compliance, the Company maintained adherence to the Master
Direction - Reserve Bank of India (NonBanking Financial Company - Scale Based Regulation)
Directions, 2023 until its official withdrawal on November 28, 2025. Following this
withdrawal, the Company seamlessly transitioned to comply with the newly superseded and
updated Reserve Bank of India (NonBanking Financial Companies - Registration, Exemptions
and Framework for Scale Based Regulation) Directions, 2025, which came into effect on that
same date. The Company remains fully committed to continuous compliance with all
applicable laws, statutory frameworks, and guidelines prescribed by the RBI from time to
time.
10. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Corporate Governance:
Pursuant to Regulation 15(2) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), the provisions relating to Corporate Governance specified under
Regulations 17 to 27 and Clauses (b) to (i) and (t) of Regulation 46(2) are not applicable
to the Company, if its paid-up equity share capital does not exceed Rs.10 crore and its
net worth does not exceed Rs.25 crore as on the last day of the previous financial year.
Further, As on March 31, 2026, although the net worth of the Company exceeded Rs.25
crore, its paid-up equity share capital continued to remain below the prescribed threshold
of Rs.10 crore. Accordingly, the Corporate Governance provisions under the SEBI Listing
Regulations continue to remain inapplicable to the Company for the financial year under
review.
The Company shall continue to monitor the applicability of the aforesaid provisions and
shall ensure compliance with the Corporate Governance requirements under the SEBI Listing
Regulations as and when they become applicable.
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-
B].
11. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:
During the year under review, the Company does not have any Subsidiaries, Joint Venture
and Associates.
12. DEPOSITS:
The Company has neither accepted nor renewed any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 during the financial year under review.
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, 2026
and till the date of signing of the directors' report except as stated specifically in
this Report.
14. 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, 2026, the Board consists of Four (4) members, of whom (1) one
is the Managing Director, (1) one is the Non-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 at www.trustedgecapital.in 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.
15. 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.
16. 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.
17. 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 2025-26 have been paid.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Managing Director and Whole Time Director:
During the year under review, Mr. Manoj Savla was re-designated as the Managing
Director for a period of 3 (Three) years pursuant to the approval of the Board of
Directors at its meeting held on April 10, 2025. The Members of the Company subsequently
approved his re-designation by way of a Special Resolution passed at the 01/2025-26
Extra-Ordinary General Meeting held on May 9, 2025.
Further, Mrs. Vidhi Shail Savla (DIN: 09107866) resigned from the office of Whole-time
Director and Key Managerial Personnel of the Company with effect from the close of
business hours on May 26, 2025. Consequently, she ceased to be the Whole-time Director and
Key Managerial Personnel of the Company with effect from the said date.
Thereafter, Mrs. Vidhi Shail Savla (DIN: 09107866) continued to serve on the Board as a
Non-Executive Director (Promoter), liable to retire by rotation, with effect from May 27,
2025.
Subsequently, Mrs. Vidhi Shail Savla (DIN: 09107866) tendered her resignation from the
office of Non-Executive Director (Promoter) vide her letter dated July 7, 2026, and
accordingly ceased to be a Director of the Company with effect from July 7, 2026. The
Board places on record its sincere appreciation for her valuable guidance, leadership and
contribution during her association with the Company and wishes her success in her future
endeavours.
Director (Promoter, Non- Executive):
On the recommendation of the Nomination and Remuneration Committee, the Board of
Directors has appointed Mr. Shail Manoj Savla (DIN: 08763064) as an Additional Director
(Promoter and NonExecutive), liable to retire by rotation, with effect from July 7, 2026
pursuant to Section 161(1) of the Companies Act, 2013, read with the Articles of
Association of the Company, to hold office up to the date of this Annual General Meeting.
The Board of Directors has recommended the appointment and regularisation of Mr. Shail
Manoj Savla (DIN: 08763064) as a Director (Promoter and Non-Executive) of the Company,
liable to retire by rotation, and the necessary resolution seeking the approval of the
Members forms part of the Notice convening the ensuing Annual General Meeting.
The brief resume of Mr. Shail Manoj Savla (DIN: 08763064) together with other related
information has been detailed in this Notice of AGM which is forming part of the Annual
Report.
Independent Directors:
During the year under review, Ms. Shaily Jatin Dedhia (DIN: 08853685) who was appointed
as an Additional Director (NonExecutive- Independent) of the Company effective from March
31, 2025, was regularized and 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.
Further, 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, which
was subsequently approved by the shareholders of the Company at the 31st Annual General
Meeting of the Company held on Tuesday, August 19, 2025.
Mr. Ketan Harsukhlal Sanghvi (DIN: 06531676) resigned as a NonExecutive Independent
Director of the Company with effect from closing business hours of May 12, 2026 due to his
health reasons.
Subsequent to the cessation of Mr. Ketan Harsukhlal Sanghvi, the Board of Directors, on
the recommendation of the Nomination and Remuneration Committee, appointed Mr. Narayanan
Sadanandan (DIN: 07263104) as an Additional Director (Independent) of the Company with
effect from July 7, 2026, pursuant to Section 161(1) of the Companies Act, 2013, read with
the Articles of Association of the Company, to hold office up to the date of the ensuing
Annual General Meeting.
The Board is of the opinion that Mr. Narayanan Sadanandan is a person of integrity and
possesses the relevant expertise and experience to be appointed as an Independent Director
of the Company, and he meets the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, to the extent applicable. Hence, the Board
of Directors has recommended to the shareholders of the Company for their approval to
appoint Mr. Narayanan Sadanandan (DIN: 07263104) as an Independent Director (Professional
and NonExecutive) of the Company, not liable to retire by rotation, for a term of five
consecutive years, with effect from July 7,2026, in terms of Section 149 read with
Schedule IV and other applicable provisions of the Companies Act, 2013, at the ensuing
Annual General Meeting.
The brief resume of Mr. Narayanan Sadanandan (DIN: 07263104) together with other
related information has been detailed in this Notice of AGM which is forming part of the
Annual Report.
Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI
Listing Regulations, the Independent Directors have submitted declarations stating that
each of them fulfill the criteria of independence as provided in Section 149(6) of the Act
along with rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing
Regulations. There has been no change in the circumstances affecting their status as
Independent Directors of the Company. In the opinion of the Board, the Independent
Directors are competent, experienced, proficient and possess necessary expertise and
integrity to discharge their duties and functions as Independent Directors. The
Independent Directors of the Company have undertaken requisite steps towards the inclusion
of their names in the data bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs.
None of the Company's directors are disqualified from being appointed as a director as
specified in Section 164 of the Act. All directors have further confirmed that they are
not debarred from holding the office of a director under any order from SEBI or any other
authority.
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.
Company Secretary & Compliance Officer:
During the year under review, Ms. Foram Sagar Bhuva resigned from the post of Company
Secretary & Compliance Officer of the Company with effect from closure of business
hours on April 30, 2025.
During the year under review, 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 year under review, 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 under review.
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.
19. 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:
Mr. Manoj Shantilal Savla, Managing Director, Mr. Deepak Kabra, Chief Executive
Officer, Mr. Jayprakash Labhshankar Raval, Chief Financial Officer, and Ms. Pinkal Mehta,
Company Secretary and Compliance officer are the Key Managerial Personnel of your Company
as on the financial year ended March 31, 2026.
Except as stated in this Board Report, there is no other changes in the Key Managerial
Personnel ('KMP') of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company are:
| Sr. No. Name |
Designation |
Date of Appointment/ Resignation |
Status of Change |
Remarks, If any |
| 1 Manoj Shantilal Savla |
Managing Director |
April 10, 2025 |
Appointment |
-- |
| 2 Vidhi Shail Savla* |
Whole-Time Director |
May 26, 2025 |
Resignation from the post of Whole time director |
Continuation as the Director (Promoter and Non-Executive) of the Company
with effect from May 27, 2025 |
| 3 Foram Sagar Bhuva |
Company Secretary and Compliance Officer |
April 30, 2025 |
Resignation |
To pursue alternative career outside the company |
| 4 Bharat Jethalal Suthar |
Chief Financial officer |
May 26, 2025 |
Resignation |
Due to health reasons. |
| 5 Pinkal Mehta |
Company Secretary and Compliance Officer |
May 26, 2025 |
Appointment |
- |
| 6 Jayprakash Raval |
Chief Financial officer |
May 27, 2025 |
Appointment |
- |
*Ms. Vidhi Shail Savla resigned as a Non-Executive Director of the Company w.e.f.
closing business hours of July 7, 2026 due to paucity of time.
20. 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, 2026, 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) The Directors 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, 2026;
c) The Directors 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) The Directors have prepared the Annual Accounts on a going concern basis;
e) The Directors 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) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
21. EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2026 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.
22. 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.
23. 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-C].
24. 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.
25. 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.
26. 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.
The Independent Directors reviewed the performance of nonindependent directors and the
Board as whole, reviewed the performance of the Chairman 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.
27. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social
Responsibility (CSR) are not applicable to the Company for the current financial year, as
it does not meet the prescribed threshold limits. Consequently, the Company is not
required to provide a statutory report on CSR activities.
However, the management remains committed to sustainable and socially responsible
growth. As the Company strengthens its financial performance and profitability in the
coming years, the Board of Directors shall initiate and contribute to meaningful social
development initiatives in the future.
28. 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 Auditors' Report for financial year 2025-26 forms part of this Annual Report and
does not contain any qualification, reservation or adverse remark or disclaimer which
requires the clarification of the Management of the Company.
The Statutory Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Act, for the year under review.
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 shareholders of the Company in the
31st Annual General Meeting held on August 19, 2025 had appointed CS Aishwarya Parekh,
Practicing Company Secretary (M. No: F13318 and CP: 22505) to undertake the Secretarial
Audit of the Company from the financial year 2025-26 to F.Y. 2029-30 . The Secretarial
Audit Report in the form "MR-3" is annexed herewith as [Annexure- D].
The auditor report does not contain any reservations, adverse remarks or disclaimers.
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
2025-26.
Cost Auditors:
In terms of the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of
Cost Auditors is not applicable to the Company.
29. 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-E] and form an integral part to this Report.
30. 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.
31. 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 2025-26.
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
32. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961:
Your Company is fully committed to complying with the Maternity Benefit Act, 1961. We
recognize and uphold the rights of our women employees to maternity benefits as enshrined
under the Act.
33. 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.
34. 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, 2026. Hence during the financial year, there was
no requirement to obtain such Credit Ratings.
35. 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.
36. 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.
37. OTHER DISCLOSURES:
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 has been no instance of valuation done for settlement or for taking loan
from the Banks or Financial Institutions .
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.
The Company has devised proper systems to ensure compliance with the provisions
of all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and such systems are adequate and operating effectively
38. ANNEXURES:
The lists of annexures forming part of the Board Report are as follows:
| Name of the Annexure |
Annexure No. |
| Details of Employees' Stock Option Scheme pursuant to the provisions of
Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 |
A |
| Management Discussion and Analysis Report |
B |
| Related Party Transactions (AOC-2) |
C |
| Secretarial Audit Report |
D |
| Conservation of Energy, Technology Absorption And Foreign Exchange
Earnings And Outgo |
E |
39. 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 29, 2026 |
|
Place : Ahmedabad |
|
|