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Adjia Technologies Ltd.

BSE: 543269 Sector: IT
NSE: N.A. ISIN Code: INE0G0V01018
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VOLUME 1600
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Adjia Technologies Ltd. (ADJIATECH) - Director Report

Company director report

Dear Shareholders

The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company") along with the Audited Financial Statements for theFinancial Year ended on March 31 2021.

FINANCIAL PERFORMANCE

The Company's financial performance for the year ended on March 31 2021 is summarizedbelow:

(Amount in Rs.)

Particulars

Financial Year ended

March 31 2021 March 31 2020
Revenue from Operations 2158736 1045343
Other Income 682 -
Total Income 2159418 1045343
Total Expenses 4005692 799670
Profit/(loss) before Tax (EBT) (1846274) 245673
Provision for Income Tax
(i) Current Tax
92928 (92928)
(ii) Deferred Tax
(iii) Tax of Earlier Year
Net Profit/(Loss) After Tax (1939202) 338601

STATE OF THE COMPANY'S AFFAIRS

The Company has earned a total income of Rs. 2159418 as compared to Rs. 1045343 ofthe previous year.

Total expenditure for the period ended as at March 31 2021 amounted to Rs. 4005692as compared to Rs.799670 of the previous year. The loss after tax for the year endedMarch 31 2021 amounted to Rs. 1939202 against the profit of Rs. Rs. 338601 in theprevious Year.

Your Directors are hopeful to exploit the present resources in an efficient manner andachieve better results in the future through better planning and efficient managementtechniques.

DIVIDEND:

During the year under review your directors have not recommended any dividend.

RESERVES

No amount has been transferred to Reserves and Surplus Account of the Company.

COMPANY BACKGROUND:

The Company was incorporated as "Adjia Technologies Private Limited" underthe provisions of the Companies Act 2013 vide Certificate of Incorporation dated December22 2015 bearing Registration No. 085465 issued by the Registrar of Companies AhmedabadGujarat. Further the Company was converted into a Public Limited Company and the name ofthe Company was changed to "Adjia Technologies Limited" vide special resolutiondated December 04 2020. A fresh certificate of incorporation consequent to conversioninto public limited Company was issued to the Company by the Registrar of CompaniesAhmedabad Gujarat on December 09 2020. The Company was recognized as a startup pursuantto the Certificate of Recognition number DIPP71883 dated December 10 2020 issuedDepartment for Promotion of Industry and Internal Trade. Further the Company came up withthe Initial Public Offer and got listed on Startup Platform of BSE Limited on March 152021.

BUSINESS DESCRIPTION:

The Company is engaged in the business of offering augmented reality and virtualreality related services to various customers electronically. The Company has builttechnology and solutions for multiple areas of the business which enables one Company toincrease efficiency. The Company also provides dynamic pricing and sector specificapproach. The Company is also engaged in Software Consultancy services.

CHANGE IN NATURE OF BUSINESS:

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company

CHANGE IN THE REGISTERED OFFICE:

During the year under review the registered office of the Company has been shiftedfrom Block No. 5 Room No. 97 GHB Colony Meghaninagar Ahmedabad Gujarat – 380016to 102 Fairdeal House Opp. Xaviers Ladies Hostel Swastik Char Rasta NavrangpuraAhmedabad Gujarat – 380 009 w.e.f. November 05 2020.

SHARE CAPITAL:

During the year under review the following changes have taken place in the authorizedand paid-up share capital of the Company:

? AUTHORIZED CAPITAL:

The authorized share capital of the Company of Rs. 720000 (Rupees Seven Lakhs TwentyThousands) divided into 72000 (Seventy Two Thousands) Equity Shares of Rs. 10/- each wasincreased to Rs. 9000000/- (Rupees Ninety Lakhs) divided into 900000 (Nine Lakhs)Equity shares of Rs. 10/- each pursuant to Resolution of shareholders passed at the EGMheld on December 07 2020.

? ISSUED SUBSCRIBED & PAID-UP CAPITAL:

The Company has allotted 50000 Equity Shares through Preferential Allotment onDecember 10 2020 at price of Rs. 110 per equity share and also the Company has allotted488000 Bonus Equity Shares on December 12 2020 Pursuant to the Initial Public Offer ofEquity Shares by the Company the Board of Directors in their meeting held on March 082021 has allotted total 270400 Equity Shares Rs. 10 each at price of Rs. [•] perEquity Share to the successful allottees whose list have been finalized by the Companythe Registrar to the issue and merchant banker in consultation with BSE Limited. Thepresent paid-up capital of the Company is Rs. 8804000 divided into 880400 EquityShares of Rs. 10 each.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

The Board of Directors had in its meeting held on December 10 2020 proposed theInitial Public Offer not exceeding 270400 equity shares at such price as may be decidedby the Board of Directors in consultation with the Merchant Banker. The Members of theCompany had also approved the proposal of the Board of Directors in their Annual GeneralMeeting held on December 10 2020. Pursuant to the authority granted by the Members of theCompany the Board of Directors appointed Shreni Shares Private Limited as Lead Managerand KFin Technologies Private Limited as Registrar to the Issue and Share Transfer Agentfor the proposed Public Issue. The Company applied to BSE Limited for in-principleapproval for listing its equity shares on the Startup Platform of the BSE. BSE Limitedhas vide its letter dated February 16 2021 granted its InPrinciple Approval to theCompany. The Company had filed Prospectus to the Registrar of the Company Ahmedabad onFebruary 24 2021. The Public Issue was opened on Tuesday March 02 2021 and closed onThursday March 04 2021. The Basis of Allotment was finalized by Company Registrar tothe issue and merchant banker in consultation with the BSE on March 08 2021. The Companyhas applied for listing of its total equity shares to BSE and it has granted its approvalvide its letter dated March 10 2021. The trading of equity shares of the Companycommenced on March 15 2021 at Startup Platform of BSE. The Equity Shares of the Companyare listed on the Startup Platform of BSE. The Company confirms that the annual listingfees to the stock exchange for the Financial Year 2020-21 has been paid.

UTILISATION OF IPO PROCEEDS:

The Company raised funds of Rs. 158.60 lakhs through Initial Public Offering (IPO). Thegross proceeds of IPO has been utilized in the manner as proposed in the Offer Documentthe details of which are hereunder:

 

(Rs. In lakhs)

Sr. No. Original Object Original Allocation Funds Utilized
1. Funding purchase of equipment 100.99 100.99
2. Marketing Initiatives 27.61 27.61
3. General Corporate Purposes 30.00 30.00
4. To meet issue expenses 41.50 34.36*

*The deviation of Rs. 7.14 lakhs is due to underwriting commission not payable as IPOfully subscribed and hence utilized the balance proceeds towards purchase of equipment.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report the Board comprises of following Directors;

No. of Committee1
Name of Director Designation Date of Original Appointment Date of Appointment at current Term & designation Total Directorship2 in which Director is Member in which Director is Chairperson No. of Shares held as on March 31 2021
Mr. Roshan Kumar Rawal Managing Director and Chairman January 10 2020 December 10 2020 2 1 - 574000 Equity Shares
Mr. Mudit Agarwal3 Non- Executive Director September 2 2019 September 2 2019 3 - - 35975 Equity Shares
Ms. Priti Jadav Non- Executive Director November 26 2020 December 10 2020 5 - 1 5 Equity Shares
Mr. Ashish Agarwal Independent Director December 10 2020 December 10 2020 3 3 1 5 Equity Shares
Mr. Rajnish Pathak Independent Director December 10 2020 December 10 2020 2 2 2 5 Equity Shares
Mr. Tulsiram Rawal4 Additional Director (Non- Executive – Non Independent) August 25 2021 August 25 2021 2 - - -

1Committee includes Audit Committee and Stakeholder's Relationship Committee across allPublic Companies. 2Excluding LLPs Section 8 Company & Struck Off Companies. 3Mr.Mudit Agrawal has resigned as Non Executive Director w.e.f. July 12 2021 4Mr. TulsiramRawal is appointed as Additional Director w.e.f. August 25 2021.

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from the requirement of having composition of Board as per Regulation17 of Listing Regulations. None of the Directors of Board is a member of more than tenCommittees or Chairman of more than five committees across all the Public companies inwhich they are Director. The necessary disclosures regarding Committee positions have beenmade by all the Directors. None of the Director of the Company is serving as a Whole-TimeDirector / Managing Director in any Listed Company and is holding position of IndependentDirector in more than 3 Listed Company. Neither any of the Director of the Company isholding position as Director in more than 7 listed entities nor any of the Director of theCompany serve as an Independent Director in more than 7 listed entities.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP 1 intimation under Section 164(2) i.e. in Form DIR 8 and declaration as tocompliance with the Code of Conduct of the Company.

BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Boardmeetings are convened as and when require to discuss and decide on various businesspolicies strategies and other businesses. The Board meetings are generally held at theregistered office of the Company. During the year under the review 12 (Twelve) BoardMeetings were held on June 15 2020 September 09 2020 November 05 2020 November 152020 November 26 2020 December 07 2020 December 10 2020 December 12 2020 December19 2020 January 19 2021 February 24 2021 and March 08 2021. The Board Meetings wereheld with gap not exceeding the period prescribed under Companies Act 2013 and Rules madethereunder. Board meeting dates are finalized in consultation with all Directors andagenda papers backed up by comprehensive notes and detailed background information arecirculated well in advance before the date of the meeting thereby enabling the Board totake informed decisions. The intervening gap between the Board Meetings was within theperiod prescribed under the Companies Act 2013. The details of attendance of eachDirector at the Board Meetings and Annual General Meeting are given below:

Name of Director Mr. Roshan Kumar Rawal Mr. Mudit Agarwal Ms. Priti Jadav Mr. Ashish Agarwal Mr. Rajnish Pathak Mr. Tulsiram Rawal
Number of Board Meeting held 12 12 12 12 12 NA
Number of Board Meetings Eligible to attend 12 12 7 5 5 NA
Number of Board Meeting attended 12 12 7 5 5 NA
Presence at the previous AGM of F.Y. 19-20 Yes Yes Yes NA NA NA

GENERAL MEETINGS:

During the year under review the following General Meetings were held the details ofwhich are given as under:

Sr. No. Type of General Meeting Date of General Meeting
1. Extra Ordinary General Meeting December 04 2020
2. Extra Ordinary General Meeting December 07 2020
3. Annual General Meeting December 10 2020
4. Extra Ordinary General Meeting January 19 2021

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Act. Further all the Independent Directors of theCompany have registered themselves in the Independent Director Data Bank. A separatemeeting of Independent Directors was held on December 12 2020 to review the performanceof Non-Independent Directors and Board as whole and performance of Chairperson of theCompany including assessment of quality quantity and timeliness of flow of informationbetween Company management and Board. The terms and conditions of appointment ofIndependent Directors and Code for Independent Director are incorporated on the website ofthe Company at www.adjiatechnologies.com.

INFORMATION ON DIRECTORATE:

During the year under review Mr. Roshan Kumar Rawal was appointed as Managing Directorof the Company w.e.f. December 10 2020 vide resolution passed at the Annual GeneralMeeting held on December 10 2020. He has been appointed as Managing Director for a periodof five years i.e. till December 09 2020 on the terms and conditions as approved by theBoard of Directors and Members. The Board of Directors appointed Mr. Mudit Agrawal asNon-Executive Director w.e.f. September 02 2019 and has been regularized vide resolutionpassed at the Annual General Meeting held on December 10 2020. He has resigned w.e.f.July 12 2021. Also the Board of Directors appointed Ms. Priti Jadav as AdditionalDirector w.e.f. November 26 2020 she has been appointed as Non-Executive Director w.e.f.December 10 2020 vide resolution passed at the Annual General Meeting held on December10 2020. The Board of Directors also appointed Mr. Ashish Agrawal and Mr. Rajnish Pathakas Independent Directors w.e.f. December 10 2020 vide resolution passed at the AnnualGeneral Meeting held on December 10 2020 for a period of five years till December 092025. The Board of Directors have recommended the appointment of Mr. Tulsiram Rawal at theensuing Annual General Meeting. In accordance with the provisions of the Articles ofAssociation and Section 152 of the Companies Act 2013 Ms. Priti Jadav Non-ExecutiveDirector of the Company retires by rotation at the ensuing annual general meeting. Shebeing eligible has offered herself for re-appointment as such and seeks re-appointment.The Nomination and Remuneration Committee and Board of Directors recommends herre-appointment on the Board. The relevant details as required under Regulation 36 (3) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations") of the person seeking appointment / re-appointment as Directoris annexed to the Notice convening the 6th Annual General Meeting.

DETAILS OF KEY MANAGERIAL PERSONNEL:

During the year under review and in terms of Section 203 of the Companies Act 2013the Company has appointed Mr. Roshan Kumar Rawal Managing Director & Chief FinancialOfficer w.e.f. December 10 2020 as Key Managerial Personnel of the Company. Moreover Mr.Harsh Singrodia was appointed as Company Secretary & Compliance Officer of the Companyw.e.f. December 10 2020.

PERFORMANCE EVALUATION:

The shares of the Company were listed on Startups platform of BSE on March 15 2021.Accordingly provisions of section 134(3)(p) of the Act were not applicable to the Companyuntil the listing of shares in the last week of the March 2021 and hence the BoardEvaluation was not carried out during the year under review. Your Company has formulated aformal policy on Board Evaluation and the same has been placed on the website of theCompany- www.adjiatechnologies.com.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that: a. in the preparation of the annualaccounts for the financial year ended March 31 2021 the applicable accounting standardshave been followed and no material departures have been made from the accountingstandards; b. the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at March 31 2021 andof the profit/loss of the company for that period; c. the directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities; d. the directors had prepared theannual accounts on a going concern basis; and e. the directors have laid down internalfinancial controls as stated in explanation to section 134(5)(e) of the

Companies Act 2013 to be followed by the company and that such internal financialcontrols are adequate commensurate with the nature and size of its business and areoperating effectively; f. The directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate andoperating effectively.

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the Companies Act 2013 hasformed various committees details of which are given hereunder:

A. AUDIT COMMITTEE:

The Board of Directors in their meeting held on December 10 2020 had formed AuditCommittee in line with the provisions of Section 177 of the Companies Act 2013. Thedetailed terms of reference of the Committee is as per Section 177 of the Companies Act2013. During the year under review the Audit Committee met 2 (Two) times during theFinancial Year 2020-21 on December 12 2020 and February 24 2021. The composition of theCommittee during the year and the details of meetings attended by its members are givenbelow:

Name of the Directors Category Designation

Number of meetings during the F.Y. 2020-21

Held Eligible to attend Attended
Mr. Ashish Agrawal Independent Director Chairman 2 2 2
Mr. Rajnish Pathak Independent Director Member 2 2 2
Mr. Roshan Rawal Executive Director Member 2 2 2

The Statutory Auditors and Chief Financial Officer of the Company are invited in themeeting of the Committee wherever requires. Further the Company Secretary of the Companyis acting as Secretary to the Audit Committee. Recommendations of Audit Committeewherever/whenever given have been accepted by the Board.

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company atwww.adjiatechnologies.com.

B. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Board of Directors in their meeting held on December 10 2020 has formedStakeholder's Relationship Committee mainly to focus on the redressal of Shareholders' /Investors' Grievances if any like Transfer / Transmission / Demat of Shares; Loss of ShareCertificates; Non-receipt of Annual Report; Dividend Warrants; etc. The StakeholdersRelationship Committee shall report to the Board on a quarterly basis regarding the statusof redressal of complaints received from the shareholders of the Company. The detailedterms of reference of the Committee is as per Section 178 of the Companies Act 2013.During the year under review Stakeholder's Relationship Committee met 1 (One) time viz onDecember 12 2020.The composition of the Committee and the details of meetings attended byits members are given below:

Name of the Directors Category Designation

Number of meetings during the F.Y. 2020-21

Held Eligible to attend Attended
Ms. Priti Jadav Non Executive Director Chairman 1 1 1
Mr. Ashish Agrawal Independent Director Member 1 1 1
Mr. Rajnish Pathak Independent Director Member 1 1 1

During the year under review the Company had received one complaint from theShareholder which was resolved within the prescribed time. There was no complaintunresolved as on March 31 2021. There were no pending requests for sharetransfer/dematerialization of shares as of March 31 2021

C. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors in their meeting held on December 10 2020 has formed Nominationand Remuneration committee in line with the provisions of Section 178 of the Companies Act2013. The detailed terms of reference of the Committee is as per Section 178 of theCompanies Act 2013. During the year under review Nomination and Remuneration Committeemet 1 (One) time viz on December 12 2020. The composition of the Committee and thedetails of meetings attended by its members are given below:

Name of the Directors Category Designation

Number of meetings during the F.Y. 2020-21

Held Eligible to attend Attended
Mr. Rajnish Pathak Independent Director Chairman 1 1 1
Mr. Ashish Agrawal Independent Director Member 1 1 1
Ms. Priti Jadav Non Executive Director Member 1 1 1

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create ahigh-performance culture. It enables the Company to attract motivated and retainedmanpower in competitive market and to harmonize the aspirations of human resourcesconsistent with the goals of the Company. The Company pays remuneration by way of salarybenefits perquisites and allowances to its Executive Directors and Key ManagerialPersonnel. The Nomination and Remuneration Policy as adopted by the Board of Directorsis placed on the website of the Company at www.adjiatechnologies.com and is annexed tothis Report as Annexure – A.

REMUNERATION OF DIRECTORS:

Details of Remuneration: a. Non-Executive Directors:

No sitting fees commission is paid/payable to Non-Executive Directors during theFinancial Year 2020-21. There are no pecuniary relationships or transactions by theCompany with any of the Non-Executive Independent Directors of the Company. b. ExecutiveDirectors:

No remuneration is paid to Managing Director / Executive Director during the FinancialYear 2020-21.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.

ANNUAL RETURN:

The Annual Return of the Company as on March 31 2021 is available on the website ofthe Company at https://www.adjiatechnologies.com.

DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES:

The Company does not have any Holding Subsidiary Joint Venture or Associate Companyat the beginning of the year during the year or at the end of the year.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed to this Report asAnnexure – B.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as Annexure – C. The statement containing names of top ten employees interms of remuneration drawn and the particulars of employees as required under Section197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate annexureforming part of this report. Further the report and the accounts are being sent to theMembers excluding the aforesaid annexure. In terms of Section 136 of the Act the saidannexure is open for inspection at the Registered Office of the Company. Any Memberinterested in obtaining a copy of the same may write to the Company Secretary.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of Financial Year of the Company i.e. March 312021 to the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts ortribunals which impact the going concern status and the Company's operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveframed Prevention of Sexual Harassment Policy through which we address complaints ofsexual harassment at all workplaces of the Company. Our policy assures discretion andguarantees non-retaliation to complainants. We follow a gender- neutral approach inhandling complaints of sexual harassment and we are compliant with the law of the landwhere we operate. During the year under review there were no incidences of sexualharassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 as amended from time to time is annexed to this Report asAnnexure - D.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the Central Government.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence and impactif triggered. A detailed exercise is being carried out to identify evaluate monitor andmanage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system whichprovides protection to all its assets against loss from unauthorized use and ensurescorrect reporting of transactions. The internal control systems are further supplementedby internal audits carried out by the respective Internal Auditors of the Company andPeriodical review by the management. The Company has put in place proper controls whichare reviewed at regular intervals to ensure that transactions are properly authorisedcorrectly reported and assets are safeguarded.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices toensure that we achieve and will retain the trust of our stakeholders at all times.Corporate governance is about maximizing shareholder value legally ethically andsustainably. Our Board exercises its fiduciary responsibilities in the widest sense of theterm. Our disclosures seek to attain the best practices in international corporategovernance. We also endeavor to enhance long-term shareholder value and respect minorityrights in all our business decisions. As our company has been listed on Startups Platformof BSE Limited by virtue of Regulation 15 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the compliance with the corporate Governance provisions asspecified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation46 and Para C D and E of Schedule V are not applicable to the company. Hence CorporateGovernance Report does not form a part of this Board Report though we are committed forthe best corporate governance practices.

STATUTORY AUDITOR AND THEIR REPORT:

M/s. Goyal Goyal & CO Chartered Accountants (Firm Registration No. 015069C) wereappointed as Statutory Auditors of the Company from the conclusion of Extra OrdinaryGeneral Meeting held on January 19 2021 till the conclusion of ensuing Annual GeneralMeeting on a remuneration mutually agreed upon by the Board of Directors and theStatutory Auditors. The Notes to the Financial Statements referred in the Auditors Reportare self-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report does not contain any qualification reservation oradverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report. Since Goyal Goyal & CO Chartered Accountants (Firm Registration No.015069C) were appointed from the conclusion of Extra Ordinary General Meeting held onJanuary 19 2021 till the conclusion of ensuing Annual General Meeting the Company hadreceived letter from M/s. Goyal Goyal & CO Chartered Accountants (Firm RegistrationNo. 015069C) intending their unwillingness to be re-appointed as Statutory Auditors ofthe Company at the ensuing 6th Annual General Meeting.

Further the Company received notice proposing appointment of M/s. M/s. Piyush Kothari& Associates Chartered Accountants (Firm Registration Number: 140711W) as StatutoryAuditors of the Company for a term of 5 (five) consecutive years i.e. from the conclusionof 6th (Sixth) Annual General Meeting of the Company till the conclusion of 10th (Tenth)Annual General Meeting of the Company at such remuneration as may be fixed by the Board ofDirectors / Members. The Company has received consent letter and eligibility certificateunder Sections 139 and 141 of the Act from M/s. M/s. Piyush Kothari & AssociatesChartered Accountants (Firm Registration Number: 140711W). As required under Regulation 33of SEBI Listing Regulations 2015 they have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia. The Board of Directors on the proposal of audit committee recommends theirappointment as Statutory Auditor of the Company to hold office for a period of fiveconsecutive years i.e. from the conclusion of the 6th (Sixth) Annual General Meeting ofthe Company till the conclusion of 10th (Tenth) Annual General Meeting.

COST AUDITORS

Provisions for Cost Auditor is not applicable to your company.

SECRETARIAL AUDITOR

The Company has appointed M/s. SSN & Associates Practicing Company Secretaries toconduct the secretarial audit of the Company for the Financial Year 2020-21 as requiredunder Section 204 of the Companies Act 2013 and Rules thereunder. The SecretarialAuditors' Report contains qualification reservation as mentioned below. The SecretarialAudit Report for the Financial Year 2020-21is annexed to this report as an Annexure –E.

1. Disclosure as required to be made to Stock Exchange under regulation 30(3) ofSecurities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations 2011 for the year ended March 2021 is not made by the Company.

2. Disclosure as required to be made to Stock Exchange under regulation 31(4) ofSecurities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations 2011 for the year ended March 2021 is not made by the Company. TheManagement confirms to comply with the said qualifications in due course and assure thatsaid delay in filing is not intentional.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separate sectionwhich is annexed to this Report as Annexure - F.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has maintained a functional website namely"www.adjiatechnologies.com" containing basic information about the Company. Thewebsite of the Company is containing information like Policies Shareholding PatternFinancial and information of the designated officials of the Company who are responsiblefor assisting and handling investor grievances for the benefit of all stakeholders of theCompany etc.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review: i. Details relating to depositscovered under Chapter V of the Act; ii. Issue of Equity Shares with differential rights asto dividend voting or otherwise; iii. Issue of shares (including sweat equity shares) toemployees of the Company under any scheme save and ESOS; iv. Annual Report and othercompliances on Corporate Social Responsibility; v. There is no revision in the BoardReport or Financial Statement;

vi. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future. vii.There is no application made neither any proceeding pending under the Insolvency andBankruptcy Code 2016

(31 of 2016) as at the end of the financial year. ACKNOWLEDGEMENT:

Your Directors acknowledge the dedicated service of the employees of the Company duringthe year. They would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the year from bankers financialinstitutions business partners and other stakeholders.

Registered office: For and on behalf of Board of Directors
102 Fairdeal House Opp. Xaviers Ladies Hostel Adjia Technologies Limited
Swastik Char Rasta Navrangpura Ahmedabad 380009

(Formerly known as Adjia Technologies Private Limited) CIN: U74140GJ2015PLC085465

Sd/- Sd/-
Roshan Kumar Rawal Priti Jadav
Chairman & Managing Non-Executive
Date: September 03 2021 Director Director
Place: Ahmedabad DIN: 08658054 DIN: 08832116

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