Directors Report of Equilateral Enterprises Ltd.

Mar 31, 2025

Your Board of Directors are pleased to present the Companies 38^th Annual Report and the Company''s Audited Financial Statements or the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS- AT A GLANCE

Overall Performance of your Company:

The Financial Year 2024-25 had been fortunate for the Company as your Company has shown an exceptional performance during the year under review.

The Net Profit of your Company has increased to Rs.18.22 Lakhs in the Financial Year 2024-25 as compared to a net profit of Rs. 2.32 Lakhs in the Financial Year 2023-24.

The financial summary, performance highlights operations/state of affair of your Company for the years are summarized below:

(In Lakhs)
PARTICULARS	Standalone
	For the Financial year ended March 31, 2025	For the Financial yearended March 31, 2024
Income from Business Operations	1512.74	1143.30
Other Income	127.27	122.93
Total Income	1640.01	1266.23
Less: Expenditure except Depreciation	1621.89	1263.91
Profit/Loss before Depreciation and Tax	18.34	2.32
Less: Depreciation	0.11	-
Profit/Loss before Tax	18.23	2.32
Less: Tax Expense	-	-
Add: Deferred Tax Asset	0.01	-
Add: MAT Credit Entitlement	-	-
Less: Prior Period Taxes	-	-
Net Profit/Loss after tax	18.22	2.32
Add: Other Comprehensive Income	-	-
Net Profit/Loss for the period	18.22	2.32
Earnings per share:
Basic	0.15	0.02
Diluted	0.15	0.02

1. RESULTS OF OPERATIONS & STATE OF COMPANY''S AFFAIRS UNDER SECTION 134f3)fi) OF THE COMPANIES ACT, 2013

During the year under review, the revenue from operations was Rs 1512.74 Lakhs on standalone basis as compared to Rs. 1143.30 lakhs of last financial year on standalone basis. However, due to increase in costs, Earning before Tax (EBT) for the period stood at Rs. 18.23 Lakhs as compared to Rs. 2.32 Lakhs of last fiscal. Earning after Tax (PAT) also increase to Rs. 18.23 Lakhs per share as compared to Rs. 2.32 Lakhs of last fiscal and Earning per Share (EPS) also increase to Rs. 0.15 per share as compared to Rs. 0.02 per share of last financial year.

2. DIVIDEND UNDER SECTION 134f3)fk) OF THE COMPANIES ACT, 2013

Your company has reported losses for the year under review; hence the Board of Directors of the Company have not recommended any Dividend on Equity Shares for the year under review.

3. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone Financial Statements of the Company for the Financial Year 2024-25 have been prepared as per Indian Accounting Standard (IND-AS) specified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions of the Act.

4. TRANSFER TO RESERVE UNDER SECTION 134mm OF THE COMPANIES ACT, 2013

The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus.

5. SHARE CAPITAL

There was no change under the Share Capital as the Company has not issued any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during the year 202425.

As on 31^st March, 2025, paid-up share capital of the Company stood at Rs. 12,33,17,000/- consisting of 1,23,31,700 Equity Shares of Rs. 10/- each.

6. FINANCE

Cash and cash equivalent as at March 31, 2025 was Rs. 28.05/- Lacs. against Rs. 9.08/- Lacs last year.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply on the Company.

8. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits in terms of Section 73 of the Companies Act, 2013. There were no unclaimed deposits at the end of the Financial Year i.e. 31^st March 202 5.

9. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year ended 2024-25 the Company has no Subsidiary Company''s within the meaning of Section 2(87) of the Companies Act, 2013 (“Act”) and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). Pursuant to the provisions of Section 129(3) ofthe Act, a statement containing the salient feature of financial statements of the Company''s subsidiary required to be mentioned in Form AOC-1 is not applicable.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Annual Report.

11. CHANGE IN DIRECTORfS) /KEY MANAGERIAL PERSONNELfS) DURING THE YEAR

During the Financial year ended 2024-2025 under review, there is change in Director and KMP of the Company.

1. During the year under review, on recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Kartik Sharadkumar Mehta DIN: 10690916) as an Additional Director (Category: Non- Executive Non-Independent Director) w.e.f. 10.07.2024 and regularized as Non- Executive Non-Independent Director in previous Annual General Meeting held on 30th September, 2024.

2. Ms. Khyati Mishra was appointed as Company Secretary & Compliance officer w.e.f. 10.07.2024, later resigned w.e.f. 30th September, 2024.

The Board of Directors in their meeting, approved and appointed Ms. Alpi Jain as Company Secretary & Compliance Officer ofthe company w.e.f. 04^th January, 2025.

3. During the year under review, the Board on recommendation of Nomination and Remuneration Committee accepted and appointed Ms. Payal Mukeshbhai Jani as the CFO of the Company w.e.f. 26^th August, 2024.

4. Ms. Honey Agarwal (DIN: 10401335) appointed as Additional (Category: Non-Executive Independent Director) w.e.f. 02.09.2024 and regularized as Non- Executive Independent Director in previous Annual General Meeting held on 30th September, 2024.

Mr. Tanay Ojha (DIN:07187696) appointed as Additional (Category: Non-Executive Independent Director) w.e.f. 02.09.2024 and regularized as Non- Executive Independent Director in previous Annual General Meeting held on 30th September, 2024.

Mrs. Bhavi Jitendra Sanghavi (DIN: 02680612) resigned from the post of Independent Director w.e.f. 02.09.2024

During the year under review, no other changes took place in the composition of the Board of Directors of the Company. The composition of the Board of Directors of the Company is in compliance with the applicable norms.

RETIREMENT BY ROTATION

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General Meeting of the company.

During the year under review, No Director''s are liable to retire by rotation.

12. SECRETARIAL STANDARDS

The Board of Directors of the company states that, during the year under review the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Board Meetings and General Meetings respectively have been duly followed by the Company.

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

All Independent Directors have given declarations under section 149(6) that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

14. ANNUAL RETURN UNDER SECTION 134f31fa! OF THE COMPANIES ACT.2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2025 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Company''s website and can be accessed at https://equilateral.in/annual-report/

15. NUMBER OF MEETINGS OF THE BOARD& COMMITTEES Meetings of Board of Directors

During the financial year ended on March 31, 2025, 12 (twelve) Board Meetings were duly held. The maximum interval between any two meetings didn''t exceed 120 days, as prescribed in the Companies Act, 2013.Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report. Further, during the year, a separate meeting of the Independent Directors of the Company was held on 20^th March, 2025 to discuss and review the performance of all other non- independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Audit Committee of the Company comprises of Mr. Tanay Ojha (Chairperson), Mr. Pratikkumar Sharadkumar Mehta and Mr. Anant Chourasia as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report. Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation &Disclosure Requirement) Regulation, 2015. The Nomination and Remuneration Committee ofthe Company comprises of Mr. Tanay Ojha, (Chairperson), Mr. Anant Chourasia and Ms. Honey Agrawal as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

Stakeholders’ Relationship Committee

The Stakeholders'' Relationship Committee ofthe Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders'' Relationship Committee of the Company comprises of Mr. Tanay Ojha, (Chairperson), Mr. Pratikkumar Sharadkumar Mehta and Mr. Anant Chourasia as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report. VIGIL MECHANISM

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 &22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

16. BOARD ANNUAL EVALUATION UNDER SECTION 134f3)fp) OF THE COMPANIES ACT, 2013

The provisions of section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated.

The Board carried out a formal annual performance evaluation as per the criteria/ framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairperson of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest ofthe Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

17. STATUTORY AUDITOR& SECRETARIAL AUDITOR WITH THEIR QUALIFICATION. RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORSA. STATUTORY AUDITORS

M/s. SSRV& Associates, Chartered Accountants (Firm Registration No. 135901W) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years at the 34^thAnnual General Meeting held on September 29, 2021 till the conclusion of 39th Annual General Meeting ofthe Company. They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors of the Company. Thus, M/s. SSRV& Associates, Chartered Accountants shall continue to act as Statutory Auditor of the Company for the financial year 2025-26.

Qualificationfs) and Directors’ comments on the report of Statutory Auditor:

The Notes on Accounts and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarification(s). Also, the report submitted by the Auditor is unqualified.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 2 04 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Abhilasha Chaudhary and Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to conduct the secretarial audit of the Company for the Financial Year 2024-2025.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2024-25 as submitted by Secretarial Auditor in Form MR-3 is annexed as "Annexure - I" and forms part of this Report''.

Directors’ comments on the report of Secretarial Auditor under section 134f31ffifi0 of the Companies Act, 2013

a) Observation: The securities of the Company were suspended due to Surveillance measures as per the (Bombay Stock Exchange) BSE Ltd. Order Number L/DOSS/KM/INV/COM/531262/1 dated August 25, 2015, suspension of trading in the Securities of the Company w.e.f. August 28, 2015.

Directors'' Comment:

The management is of the view that the surveillance measures referenced in the suspension order are not applicable in this case. The Company had issued 78,65,000 equity shares on a preferential basis at a price of Rs. 12.50 per share on October 20, 2015. These shares were subject to a lock-in period as per applicable regulations at the time of issuance.

Given that the allotted shares were locked in and not freely tradable during the relevant period, management believes that there was no scope for any irregular trading activity or price manipulation linked to these shares. Accordingly, the basis for the stated allegations in the suspension order does not appear to be valid or factually accurate in this context.

The Management informed that, during the year 2024-25 the company has filed Revocation of Suspension for Trading and Complied with all the Quarterly / Half yearly/ Annually filing and paid the re-instatement / Revocation penalty fees to the BSE.

The BSE Ltd vide their Notice No. 20250311-2 dated 11th March, 2025 has revoked Suspension of trading in the securities of Equilateral Enterprises Limited (formerly Surya Industrial Corporation Ltd.)

b) Observation: following are the other: -

i. Closure of trading Window is not uploaded by the Company for the quarter of June, 2024, and September, 2024.

ii. The Company had delayed the filing of the Investor Grievance Report for the quarter ended June 2024. The report was filed 8 days delay after the prescribed due date

iii. The Company had delayed the filing of the Corporate Governance Report for the quarter ended June 2024. The report was filed 31 days delay after the prescribed due date.

iv. The Company have delayed filed Shareholding Pattern of the quarter ended June, 2024. The report was filed 36 days delay after the prescribed due date.

v. The Company had filed 96 days delayed the Financial Results for the year ended 30th June, 2024.

vi. The Company have not placed advertisement of the Financial Results in the Newspapers

vii. The Company have delayed filed Regulation 74(5) of SEBI (PIT) Regulation, 2018 of the quarter ended June, 2024. The report was filed 8 days delay after the prescribed due date.

viii. The Company have delayed filed Reconciliation of Share Capital for the quarter ended June 2024, The report was filed 11 days delay after the prescribed due date

ix. The company have delayed filed by name change application for BSE.

x. The company received the approval from BSE for revocation of suspension of trading in securities on 17/03/2025

xi The Company has not maintained the necessary records of sharing UPSI details in SDD software and made entries in the Structured Digital Database Software, and the company is non-complied with the 3(5) & 3(6) of Securities and Exchange Board of India (Prohibition of insider Trading) Regulations, 2015.

Directors'' Comment:

The management is of the view that the securities of the Company were suspended of the Company''s securities on BSE Ltd. since 2015, however the company was making compliance up to the best level, somewhere in some cases the company could not comply the regulations of SEBI LODR, during the year company complied with all pending compliances and completed the process of revocation of suspension on BSE LTD., the company has made the payment of reinstatement fee for revocation of Trading suspension Fees amount has been paid, and the securities of the company started trading on the BSE Ltd. after completion of all pending compliances and payment of all due SOP fines and listing Fees.

C. COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service. Therefore, no requirement of Appointment of Cost Auditor arises.

18. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section143 (12) of Companies Act, 2013 and Rules framed thereunder.

19. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan(s) or guarantee(s) and has not made any investment(s) covered under the provision of the Section 186 of the Companies Act, 2013 during the year under review.

20. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year 2024-25, Your Company has not made any contracts or arrangements with related Parties which could be considered material in accordance with the Company''s Policy on Materiality of Related Party Transactions. All the transactions made on arm''s length basis are being reported in Form No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as "Annexure II" and forms part of this Report.

21. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT, IF ANY UNDER SECTION 134(3) fl) OF THE COMPANIES ACT, 2013

There is no material changes and commitments affecting the financial position of the Company which have been occurred between the end of the financial year of the Company to which this financial statement relates and on the date of this report.

22. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

23. EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has not allotted any Equity Shares to any employees of the Company under ESOP.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

To the best of the Management''s knowledge, there has been no material order passed by any regulator or Court or Tribunal impacting the Going Concern status of the Company''s operations.

25. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2024-25, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

26. 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

During the year under review, there were no loans taken from Bank & Financial Institution. Hence this clause is not applicable on the Company.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO UNDER SECTION 134f3)fm) OF THE COMPANIES ACT, 2013

The requisite information about conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

Sl. No.	Conservation of energy	Remarks
1.	the steps taken or impact on conservation of energy	NIL
2.	the steps taken by the company for utilizing alternate sources of energy	NIL
3.	the capital investment on energy conservation equipment	NIL

	Sl. No.	Technology absorption	Remarks
	1.	the efforts made towards technology absorption	NIL
	2.	the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
	3.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NIL
	4.	the details of technology imported	NIL
	5.	the year of import	NIL
	6.	whether the technology been fully absorbed	NIL
	7.	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
	8.	the expenditure incurred on Research and Development	NIL
	Sl. No.	Foreign exchange earnings and Outgo	Remarks
	1.	The Foreign Exchange earned in terms of actual inflows during the year	NIL
	2.	The Foreign Exchange outgo during the year in terms of actual outflows	NIL
Further, there were no foreign exchange earnings and outgo during the year under review.

28. RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in the normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.

29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES UNDER SECTION 134f3)fo) OF THE COMPANIES ACT, 2013

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable to the company for the period under review.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at https://eauilateral.in/wp-content/uploads/2023/12/Whistle-Blower-Policy.pdf

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

31. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment ofWomen at Workplace (Prevention, Prohibition &Redressal) Act, 2013” and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.

Number of complaints received	umber of complaints disposed of	Number of complaints pending more than ninety days	Number of workshops or awareness programme against sexual harassment
0	0	0	0

32. CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI (LODR) Regulation, 2015 to be read with Part A of Schedule V ofthe said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Company''s Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31^stMarch, 2025 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the company''s policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization''s risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

34. ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)

The Ministry of Corporate Affairs vide notification dated 16 February 2015 made it mandatory in a phased manner for adoption and applicability of Indian Accounting Standards (Ind AS) for companies other than Banking, Insurance and Non-Banking Finance Companies. Rule 4 of the Companies (Indian Accounting Standards) Rules 2015 specifies the classes of companies which shall comply with the Ind AS in preparation of the financial statements. In accordance with clause (iii) of sub rule (1) of the Rule 4 of the companies (Indian Accounting Standards) Rules 2015, the compliance of Indian Accounting Standards was applicable and mandatory to the company for the accounting period beginning from 1 April 2017.

The financial statements for the year under review have been prepared in accordance with the Ind AS including the comparative information for the year ended 31 March 2025 as well as the financial statements on the date of transition i.e. 1 April 2016

35. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

36. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Particulars of remuneration of Employees during the year 2023-24 pursuant to the provisions of Section 197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an "Annexure-III" and forms part of this Report.

Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Nil

(i) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary

or Manager, if any, in the financial year; Nil

(ii) the percentage increase in the median remuneration of employees in the financial year; Nil

(iii) the number of permanent employees on the rolls of company; 5

(iv) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Nil

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in "Annexure-III" and forms part of this Report.

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company.

37. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc.

38. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of SEBI (LODR)Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors of the Company.

39. ANNUAL LISTING FEES/CHARGES

The equity shares of the Company are presently listed at BSE Limited. Annual Listing Fees for the Financial 2025-26 has been paid by the Company.

40. CODE OF CONDUCT AS PER SEBI fLODR) REGULATIONS. 2015

The Board of Directors has framed a Code of Conduct for all Board Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

41. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS. 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015&Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

42. DISCLOSURE OF STATEMENT OF DEVIATIONS) OR VARIATIONS) UNDER REGULATION 32 OFSEBIfLISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS). REGULATIONS. 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

43. DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134f3)fc) OF THE COMPANIES ACT.2013

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors hereby state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have 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 & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the Company for that period;

(c) The Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets ofthe company and for preventing & detecting fraud & other irregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by the Company and such controls are adequate and are operating effectively;

(f) 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.

44. PERSONNEL & INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the management appreciates the employees of all cadres for their dedicated services to the Company and expects continued support, higher level of productivity for achieving the targets set for the future.

45. DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year under review.

46. GENERAL

The Board of Directors states that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

I. Issue of equity shares with differential rights as to dividend, voting or otherwise.

II. Issue of shares (including sweat equity shares and Employees'' Stock Options Schemes) to employees of the Company under any scheme.

III. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

IV. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

V. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

47. MATERNITY BENEFIT COMPLIANCE.

The Company hereby confirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, including the provision of maternity leave and benefits to eligible women employees, as applicable during the financial year 2024-25.

48. ACKNOWLEDGEMENT AND APPRECIATIONS

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including Financial Institutions, Banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Company''s performance and for enhancing its inherent strength.

Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.

---

Mar 31, 2024

Your Board of Directors are pleased to present the Companies 37^th Annual Report and the Company’s Audited
Financial Statements or the financial year ended March 31,2024.

FINANCIAL HIGHLIGHTS- AT A GLANCE

Overall Performance of your Company:

The Financial Year 2023-24 had been fortunate for the Company as your Company has shown an exceptional
performance during the year under review.

The Net Profit of your Company has increased toRs.2.32 Lakhs in the Financial Year 2023-24 as compared to a net
profit of Rs. 1.96 Lakhs in the Financial Year 2022-23.

The financial summary, performance highlights operations/state of affair of your Company for the years
are summarized below:

(In Lakhs)

PARTICULARS	Standalone
	For the Financial year ended March 31, 2024	For the Financial year ended March 31, 2023
Income from Business Operations	1143.30	172.13
Other Income	122.93	116.21
Total Income	1266.23	288.34
Less: Expenditure except Depreciation	1263.91	286.38
Profit/Loss before Depreciation and Tax	2.32	1.96
Less: Depreciation	-	-
Profit/Loss before Tax	2.32	1.96
Less: Tax Expense	-	-
Add: Deferred Tax Asset	-	-
Add: MAT Credit Entitlement	-	-
Less: Prior Period Taxes	-	-
Net Profit/Loss after tax	2.32	1.96
Add: Other Comprehensive Income	-	-
Net Profit/Loss for the period	2.32	1.96
Earnings per share:
Basic	0.0188	0.0159
Diluted	0.0188	0.0159

1. RESULTS OF OPERATIONS & STATE OF COMPANY’S AFFAIRSUNDER SECTION 134(3)(i) OF THE
COMPANIES ACT. 2013

During the year under review, the revenue from operations was Rs 1143.30 Lakhson standalone basis as
compared to Rs. 172.13 lakhs of last financial year on standalone basis. However, due to increase in costs,
Earning before Tax (EBT) for the period stood at Rs.2.32 Lakhsas compared to Rs.1.96 Lakhsof last fiscal.
Earning after Tax (PAT) also increase to Rs.2.32 Lakhs per share as compared to Rs. 1.96 Lakhsof last
fiscal and Earning per Share (EPS) also increase to Rs. 0.0188per share as compared to Rs. 0.0159 per
share of last financial year

2. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT. 2013

Your company has reported losses for the year under review; hence the Board of Directors of the Company
have not recommended any Dividend on Equity Shares for the year under review.

3. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs
(MCA), Standalone Financial Statements of the Company for the Financial Year 2023-24 have been prepared
as per Indian Accounting Standard (IND-AS) specified under Section 133 of the Companies Act, 2013 (the
Act), Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions of the Act.

4. TRANSFER TO RESERVE UNDER SECTION 134(3)(i) OF THE COMPANIES ACT. 2013

The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in
surplus.

5. SHARE CAPITAL

There was no change under the Share Capital as the Company has not issued any shares including Equity
Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not
bought back any equity shares during the year 2023-24.

As on 31^st March, 2024, paid-up share capital of the Company stood at Rs. 12,33,17,000/- consisting of
1,23,31,700 Equity Shares of Rs. 10/- each.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section
125 of the Companies Act, 2013 do not apply on the Company.

7. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits in terms of Section 73 of the
Companies Act, 2013. There were no unclaimed deposits at the end of the Financial Year i.e. 31^stMarch 2024.

8. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year ended 2023-24 the Company has no Subsidiary Company’s within the meaning of
Section 2(87) of the Companies Act, 2013 (“Act”) and there are no associates or joint venture companies
within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). Pursuant to the provisions of Section
129(3) of the Act, a statement containing the salient feature of financial statements of the Company’s subsidiary
required to be mentioned in Form AOC-1 is not applicable.

9. REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements of the Companyfor the year under review.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section
of this Annual Report.

11. CHANGE IN DIRECTOR(S) /KEY MANAGERIAL PERSONNEL(S) DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way of Appointment,Re-appointment,
Re - designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

Sl No.	Name	Designation	Date of Appointment	Date of Cessation
1.	Mr. Anant Chourasia	Independent Director (Non-Executive)	Appointed w.e.f. 23rd March, 2023 & regularized at AGM held on 30.09.2023

Note:

* Ms. Khyati Mishra was appointed as Company Secretary & Compliance officer w.e.f. 10.07.2024.

**Mr.Kartik Sharadkumar Mehta DIN: 10690916) appointed as an Additional Director (Category: Non-
ExecutiveNon-Independent Director) w. e. f. 10.07.2024 subject to shareholders ’ approval at the ensuing Annual
General Meeting of the Company.

***Ms. Payal MJani appointed as theChief Financial Officer (CFO) of the Company w.e.f 26.08.2024.

**** Ms. Honey Agarwal (DIN: 10401335) s appointed as Additional (Category: Non-Executive Independent
Director) w.e. f. 02.09.2024 subject to shareholders’ approval at the ensuing Annual General Meeting of the
Company.

***** Mrs. Bhavi Jitendra Sanghavi (DIN: 02680612) resigned from the post of Independent Director w.e.f.

02.09.2024

****** Mr. Tanay Ojha (DIN:07187696) appointed as Additional (Category: Non-Executive Independent Director)
w.e.f. 02.09.2024 subject to shareholders’ approval at the ensuing Annual General Meeting of the Company.

During the year under review, no other changes took place in the composition of the Board of Directors of the
Company. The composition of the Board of Directors of the Company is in compliance with the applicable
norms.

OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE AND EXPERIENCE (INCLUDING
THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

No Independent Directors have been appointed on the Board of Directors during the financial year 2023-24.
However, Mr. Anant Chourasia was appointed as Independent Director on March 23, 2023 and was regularized
in preceding Annual General Meeting held on September 30,2023, who hold high degree of integrity, acumen
& expertise in the Corporate Law.

RETIREMENT BY ROTATION

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by
rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors
of the public company should be liable to retire by rotation and out of such directors, 1 /3rd should retire by
rotation at every Annual General Meeting of the company.

Mr. Partikkumar Sharadkumar Mehta (DIN: 06902637) Director will be retiring by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re¬
appointment to the Board of Directors of the Company at the ensuing Annual General Meeting (AGM).

The details of Directors being recommended for appointment / re-appointment as required under Regulation
36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the
accompanying Notice convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s)
seeking shareholders’ approval are also included in the Notice.

12. SECRETARIAL STANDARDS

The Board of Directors of the company states that, during the year under review the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to Board Meetings and General Meetings respectively have been duly
followed by the Company.

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
COMPANIES ACT. 2013

All Independent Directors have given declarations under section 149(6) that they meet the criteria of
Independence as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to
be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

14. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT.2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31 st March
2024 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014 is put on the Company’s website and can be accessed athttps:/
/equilateral.in/annual-report/

15. NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
Meetings of Board of Directors

During the financial year ended on March 31,2024, 04 (Four) Board Meetings were duly held. The dates on
which the Board meetings were held 30.05.2023, 14.08.2023, 14.11.2023, 14.02.2024.The maximum interval
between any two meetings didn’t exceed 120 days, as prescribed in the Companies Act, 2013.Further, details
of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms
part of the Annual Report. Further, during the year, a separate meeting of the Independent Directors of the
Company was held on March 11,2024 to discuss and review the performance of all other non- independent
Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters
as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015

Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies
Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation,
2015. The Audit Committee of the Company comprises of Mr. Anant Chourasia(Chairperson), Mr. Pratikkumar
Sharadkumar Mehta and Mr. Tanay Ojha as Members. During the year, all the recommendations made by the
Audit Committee were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral
part of this Annual Report.

Note:

*Mrs. Bhavi Jitendra Sanghavi (DIN:02680612) resigned from the post of chairperson of Audit Committee on.

31.08.2024

** Mr. Anant Chourasia (DIN: 0930566) appointed as Member of of the Audit Committee of the Company
w.e.f. 23.03.2023 and is re-categorized as Chairperson of the Audit Committee w.e.f. 02.09.2024

*** Mr. Tanay Ojha (DIN: 07187696) appointed as member of the Audit Committee w.e.f. 02.09.2024

Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of
section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation &Disclosure
Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of
Mr. Anant Chourasia (Chairperson), Mr. Pratikkumar Sharadkumar Mehta and Mr. Tanay Ojha as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part
of this Annual Report.

Note:

*Mrs. Bhavi Jitendra Sanghavi (DIN:02680612) resigned from the post of Chairperson of Nomination &
Remuneration Committee on. 02.09.2024

** Mr. Anant Chourasia (DIN: 0930566) appointed as Member of Nomination & Remuneration Committee of
the Company w.e.f. 23.03.2023 and is re-categorizedas Chairperson of the Nomination & Remuneration
Committee w.e.f. 02.09.2024

*** Mr. Tanay Ojha (DIN: 07187696) appointed as member of the Nomination & Remuneration committee
w.e.f. 02.09.2024

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee of the Company is constituted in line with the provisions of section
178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015. The Stakeholders’ Relationship Committeeof the Company comprises of Mr.
Anant Chourasia (Chairperson), Mr. Pratikkumar Sharadkumar Mehta and Mr. Tanay Ojha as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part
of this Annual Report.

Note:

*Mrs. Bhavi Jitendra Sanghavi (DIN:02680612) resigned from the post of Chairperson of Stakeholders’
Relationship Committee on. 02.09..2024

** Mr. Anant Chourasia (DIN: 0930566) appointed as Member of Stakeholders’ Relationship Committee w.e.f.
23.03.2023 and is re-categorizedas Chairperson of the Stakeholders’ Relationship Committee w.e.f.02.09.2024

*** Mr. Tanay Ojha (DIN: 07187696) appointed as member of the Stakeholders’ Relationship Committee
w.e.f. 02.09.2024

VIGIL MECHANISM

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions
of section 177 of the Companies Act, 2013 to be read with Regulation 18 &22 of the SEBI (Listing Obligation
& Disclosure Requirement) Regulation, 2015.

16. BOARDANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT. 2013

The provisionsofsection 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own
performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013
states that performance evaluation of the Independent Director shall be done by Directors excluding the
Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/
framework laid down by the Nomination & Remuneration Committee of the company and adopted by the
Board. The evaluation was carried out through a structured evaluation process to judge the performance of
individual Directors including the Chairperson of the Board. They were evaluated on parameters such as their
education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement &
contribution, independence of judgment, decision making ability for safeguarding the interest of the Company,
stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the
participation of concerned Independent Director whose evaluation was to be done. The performance evaluation
of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board
was satisfied with the evaluation process and approved the evaluation results thereof.

17. STATUTORY AUDITOR& SECRETARIAL AUDITOR WITH THEIR QUALIFICATION. RESERVATION
ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITORS

M/s. SSRV& Associates, Chartered Accountants (Firm Registration No. 135901W) were appointed as
Statutory Auditors of the Company for a term of 5 (five) consecutive years at the 34^thAnnual General
Meeting held on September 29, 2021 till the conclusion of 39th Annual General Meeting of the Company.
They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory
Auditors of the Company. Thus, M/s. SSRV& Associates, Chartered Accountants shall continue to act
as Statutory Auditor of the Company for the financial year 2024-25.

Qualification(s) and Directors’ comments on the report of Statutory Auditor:

The Notes on Accounts and observations of the Auditors in their Report on the Accounts of the Company
are self-explanatory and in the opinion of the Directors, do not call for any further clarification(s). Also,
the report submitted by the Auditor is unqualified.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s
Abhilasha Chaudhary and Associates, Practicing Company Secretaries as Secretarial Auditor of
the Company to conduct the secretarial audit of the Company for the Financial Year 2023-24.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2023-24 as submitted by Secretarial Auditor in Form MR-3 is
annexed as “Annexure -1” and forms part of this Report’.

Directors’ comments on the report of Secretarial Auditor under section 134(3)(f)(ii) of the
Companies Act, 2013

a) Observation: The Company has been suspended from BSE Ltd. on the basis of Surveillance
Measure Basis and the company has not complied with various regulations of SEBI(LODR)
Regulations 2015

Directors’ Comment:

Company is complying with all the pending Compliances and filing them with the Stock
Exchange on continuous basis and has completed most of the pending compliances
barring few of them and making all efforts to comply with the pending compliances at the
earliest.

b) Observation: The composition, chairmanship and quorum of meetings of Audit Committee
& Nomination & Remuneration Committee and composition of Stakeholders Relationship
Committee were not in compliance with section 177 & 178 of the Companies Act, 2013
read with regulation 18, 19 & 20 of SEBI (LODR) Regulations 2015

Directors’ Comment:

Company has appointed Mr.Kartik Sharadkumar Mehta as Additional (Category: Non
Executive) Director on 10.07.2024, subject to shareholders’ approval at the ensuing Annual
General Meeting of the Company. Further, Company has appointed Ms. Honey Agarwal
(DIN: 10401335) & Mr. Tanay Ojha (DIN:07187696) as Additional (Category: Non-Executive
Independent) Director w.e.f. 02.09.2024, subject to shareholders’ approval at the ensuing
Annual General Meeting of the Company. After the appointment of hereinabove mentioned
Directors, Board and committees (Audit, Nomination & Remuneration and Stakeholders
Relationship) are duly constituted, as enumerated herein above, in compliance of section
177 & 178 of the Companies Act, 2013 read with regulation 18, 19 & 20 of SEBI (LODR)
Regulations 2015.

c) Observation: As the company’s Security was suspend since 2015 and the company has
received Show Cause Notice as well as News Paper publication for delisting of its securities
from BSE Ltd, and the management of the company submitted its reply on Show Cause
Notice also appeared before the De-Listing Committee of BSE Ltd. and confirmed that the
company is going to Complete formalities of revocation of suspension, and as on date
the company is under process of revocation of suspension.

Directors’ Comment: Above observation is self-explanatory and we affirm that we are
Complying with formalities of revocation of suspension and as on date the company is
under process of completing formalities , as required by the exchange, for revocation of
suspension in trading of Company’s Securities .

d) Observation: During the year, the Company has filed certain forms on a delayed basis.
Additionally, the Company has not appointed Whole Time Key Managerial Personnel
(Company Secretary) as required under the provisions of the Companies Act, 2013. The
Board is aware of these compliance matters and is taking necessary steps to address
them in the coming period.

Directors’ Comment: As explained in above comments that Company is in process of
completing all the pending compliances, as per the requirement of SEBI Law, Company
Law. Ms. Khyati Mishra was appointed as Company Secretary & Compliance Officer w.e.f.

10.07.2024 in compliance of Section 203 of the Companies Act,2013 & Regulation 6 of
SEBI(LODR)Regulations,2015.

e) Observation: During the year the company has filed Quarterly, Half Yearly, Yearly
compliances on delay basis under SEBI (LODR) Regulation 2015, and some compliances
are pending as on date.

Directors’ Comment: Company is filing all the pending compliances, as required by the
exchange under SEBI (LODR) Regulation 2015 and all these pending compliances will be
completed by September 30,2024.

f) Observation: The Company has not maintained a functional website in terms of SEBI
(LODR) Regulation 2015.

Directors’ Comment: Company is now maintaining functional website and Domain name
is www.equilateral.in. in compliance of Regulation 46 of SEBI (LODR) Regulation 2015.

g) Observation: During the year the company has not appointed Chief Financial Officer
however the management explain that the company has received consent letter of
appointee to be as Chief Financial Officer of the company.

Directors’ Comment: Ms. Payal M Jani was appointed as the Chief Financial Officer (CFO)
of the Company w.e.f. 26.08.2024 in compliance of Section 203 of Companies Act,2013.

C. COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under
Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for
maintenance of cost accounts. Therefore, the Company is not required to maintain the cost records in
respect of its products/service. Therefore, no requirement of Appointment of Cost Auditor arises.

18. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report
to the Audit Committee and/or Board under Section143 (12) of Companies Act, 2013 and Rules framed
thereunder.

19. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT. 2013

The Company has not given any loan(s) or guarantee(s) and has not made any investment(s) covered under
the provision of the Section 186 of the Companies Act, 2013 during the year under review.

20. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188
OF THE COMPANIES ACT. 2013

During the financial year 2023-24, Your Company has not made any contracts or arrangements with
relatedParties which could be considered material in accordance with the Company’s Policy on Materiality of
Related Party Transactions. All the transactions made on arm’s length basis are being reported in Form
No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 is annexed as “Annexure It’ and forms part of this Report.

21. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT. IF
ANY UNDER SECTION 134(31(1) OF THE COMPANIES ACT. 2013

There is no material changes and commitments affecting the financial position of the Company which have
been occurred between the end of the financial year of the Company to which this financial statement relates
and on the date of this report.

22. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

23. EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has not allotted any Equity Shares to any employees of the
Company under ESOP.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

To the best of the Management’s knowledge, there has been no material order passed by any regulator or
Court or Tribunal impacting the Going Concern status of the Company’s operations.

25. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR

During the Financial Year 2023-24, there was no application made and proceeding initiated /pending under
the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your
Company.

As on the date of this report, there is no application or proceeding pending against your company under the
Insolvency and Bankruptcy Code, 2016.

26. 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

During the year under review, there were no loans taken from Bank & Financial Institution. Hence this clause
is not applicable on the Company.

27. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUT-GO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT. 2013

The requisite information about conservation of energy, technology absorption and foreign exchange earnings

and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts)
Rules, 2014 is given below:

Sl.No.	Conservation of energy	Remarks
1.	the steps taken or impact on conservation of energy	NIL
2.	the steps taken by the company for utilizing alternate sources of energy	NIL
3.	the capital investment on energy conservation equipment	NIL

Sl. No.	Technology absorption	Remarks
1.	the efforts made towards technology absorption	NIL
2.	the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
3.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NIL
4.	the details of technology imported	NIL
5.	the year of import	NIL
6.	whether the technology been fully absorbed	NIL
7.	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
8.	the expenditure incurred on Research and Development	NIL

Sl. No.	Foreign exchange earnings and Outgo	Remarks
1.	The Foreign Exchange earned in terms of actual inflows during the year	NIL
2.	The Foreign Exchange outgo during the year in terms of actual outflows	NIL

28. RISK MANAGEMENT

Further, there were no foreign exchange earnings and outgo during the year under review.

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the
Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a
proper check in the normal course of its business regarding risk management. Currently, the company does
not identify any element of risk which may threaten the existence of the company.

29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES UNDER SECTION 134(3)(o) OF THE
COMPANIESACT, 2013

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social
Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not
applicable to the company for the period under review.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the
Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement)
Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the
Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be
made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the
Audit Committee. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism
or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the
Company and can be accessed at https://equilateral.in/wp-content/uploads/2023/12/Whistle-Blower-Policy.pdf

During the year under review, no protected disclosure concerning any reportable matter in accordance with
the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

31. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal)
Act, 2013” and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC)
at its workplaces. During the year, no complaints were filed with the Company.

Number of complaints received	Number of complaints disposed of	Number of complaints pending more than ninety days	Number of workshops or awareness programme against sexual harassment
0	0	0	0

32. CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI (LODR) Regulation, 2015 to be read with Part A of Schedule V of the said regulations,
a separate section on corporate governance practices followed by the company, together with the certificate
from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal FinancialControl system commensurate with the
size, scale and complexityof its operation. The system encompasses the major processes toensure reliability
of financial reporting, compliance with policies,procedures, laws, and regulations, safeguarding of assets
andeconomical and efficient use of resources.

The Company has performed an evaluation and made anassessment of the adequacy and the effectiveness
of the Company’sInternal Financial Control System. The Statutory Auditors of theCompany have also reviewed
the Internal Financial Control systemimplemented by the Company on the financial reporting and intheir opinion,
the Company has, in all material respects, adequateInternal Financial Control system over Financial Reporting
and suchControls over Financial Reporting were operatingeffectively as on 31^stMarch, 2024 based on the
internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensuresthe orderly and efficient conduct of its business
and adherenceto the company’s policies, prevention and detection of frauds and errors, accuracy &
completeness of the records and the timelypreparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the
Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the organization’s risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee
also meet the Company’s Statutory Auditors to ascertain their views on the financial statements, including the
financial reporting system and compliance to accounting policies and procedures followed by the Company.

34. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and
other workers of the Company for their hard work, dedication and commitment. During the year under review,
relations between the Employees and the Management continued to remain cordial.

35. PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES

The Particulars of remuneration of Employees during the year 2023-24 pursuant to the provisions of Section
197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
disclosed as an “Annexure-III” and forms part of this Report.

Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014) the ratio of the remuneration of each director to the median remuneration of the employees of
the company for the financial year; Nil

(i) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year; Nil

(ii) the percentage increase in the median remuneration of employees in the financial year; Nil

(iii) the number of permanent employees on the rolls of company; 4

(iv) average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for increase
in the managerial remuneration; Nil

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Disclosure of Top Ten Employees in terms of remuneration drawn and the name of
every employee is given in “Annexure-III” and forms part of this Report.

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as
adopted by the company.

36. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The
Policy contains, inter-alia, directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director, etc.

37. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of SEBI (LODR)Regulations, 2015, the Board has framed a
policy to familiarize the Independent Directors of the Company.

38. ANNUAL LISTING FEES/CHARGES

The equity shares of the Company are presently listed at BSELimited.Annual Listing Fees for the Financial
2024-25 has been paid by the Company.

39. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS. 2015

The Board of Directors has framed a Code of Conduct for all Board Members and Senior Management Personnel
as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as
set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

40. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS. 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished
Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations,
2015&Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation
9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance
with the Code of Conduct.

41. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF
SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS). REGULATIONS. 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to
the Company.

42. DIRECTOR’S RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(c) OF THE COMPANIES
ACT.2013

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors hereby state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have 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
& estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the
company at the end of the financial year and of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & 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
& detecting fraud & other irregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by the Company and such controls
are adequate and are operating effectively;

(f) 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.

43. PERSONNEL & INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the management
appreciates the employees of all cadres for their dedicated services to the Company and expects continued
support, higher level of productivity for achieving the targets set for the future.

44. DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year under review.

45. GENERAL

The Board of Directors states that no disclosure or reporting is required in respect of the following matters as
there were no transactions or applicability pertaining to these matters during the year under review:

I. Issue of equity shares with differential rights as to dividend, voting or otherwise.

II. Issue of shares (including sweat equity shares and Employees’ Stock Options Schemes) to employees
of the Company under any scheme.

III. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

IV. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the
benefit of employees.

V. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing
Director of the Company.

46. ACKNOWLEDGEMENT AND APPRECIATIONS

Your Directors would like to express their sincere appreciation for assistance and co-operation received from
the various stake holders including Financial Institutions, Banks, Governmental authorities and other business
associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services
rendered by the employees at all levels of the Company, who have contributed significantly towards Company’s
performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the
encouragement and support extended by our valued stakeholders.

For and on behalf of the Board
For Equilateral Enterprises Limited
(Formerly known as Surya Industrial Corporation Limited)

Kartik Sharadkumar Mehta Pratikkumar Sharadkumar Mehta
Additional Director Managing Director

Date: 02.09.2024 DIN: 10690916 DIN: 06902637

---

Mar 31, 2014

The Members

Surya Industrial Corporation Limited

Meerut

Ladies and gentlemen,

The Board of Directors of your Company has pleasure in presenting 27th Annual Report of the Company along with Audited Accounts and the Auditor''s Report for the Accounting Year ended 31st March, 2014.

1. FINANCIAL RESULT:

Comparative Figures are as under

Particulars 2013-14 2012-13

Sales & Job Work 0.00 445,000.00

Other Income 20,000.00 5,038,000.00

Profits on sale of Assets 0.00 0 Reduction in value of Investment 0.00 0

Profit (Loss) before Depreciation (-)155,000.00 2,340,000.00

Depreciation 0.00 1,504,000.00

Net Profit before tax (-)155,000.00 17,406,000.00

Net Profit after tax (-)197,000.00 17,406,000.00

Balance b/f from previous year (-)55,071,000 (-)72,477,000.00

2. OPERATIONS

As the members of the Company having knowledge that Company did not carrying any operations from last few years. Now the management of the Company has been planned to resume functioning of the Company for future growth of the Company.

3. DIVIDEND

In view of accumulated losses, your directors regret their inability to declare the dividend to shareholders.

4. DEPOSITS

During the year under review, the company has not invited or accepted any Deposits from the public.

5. DIRECTORS

No sitting fee has been paid to any of the directors.

Mr. Naitik Devendrakumar Shah who was appointed as an Additional Director of the Company w.e.f. 07-06-2014 and who holds office up to the date of the forthcoming Annual General Meeting of the Company has been proposed in writing by the shareholder for the office of the Director.

Further, Mr. Pratikkumar Mehta who was appointed as an Additional Director of the Company w.e.f. 07-06-2014, who holds office up to the date of the forthcoming Annual General Meeting of the Company has been proposed in writing by the shareholder for the office of the Director.

Your Directors recommend their appointment as the Director of the Company.

Mr. Vivek Jain, Mr. Pawankumar, Mr. Abhinav Sharma and Mr. Rahul Jain was appointed w.e.f. 13-12- 1988, 23-07-2013, 18-06-2012 and 01-01-2008 respectively, has resigned from the directorship of the company due to their personal reasons w.e.f. 06-07-2014, 11-06-2014, 23-04-2013 and 09-11-2013 respectively. The Board appreciates the contribution made by them during their tenure of Director of the Company.

Ms. Bhavi Sanghvi and Mr. Mukhtar Singh is Appoint as Independent Director not liable to retire by rotation.

Brief details of the Directors seeking appointment/re-appointment as stipulated under clause 49 of the listing Agreement with the Stock Exchange is enclosed with Notice.

6. OPEN OFFER TO THE PUBLICE SHAREHOLDERS OF THE COMPANY TO ACQUIRE 1161342 EQ. SHARE;

During the year an open offer was made by Mr. Pratik Sharadkumar Mehta along with Mrs. Aruna Naaresh Satunda, Mr. Kaushal D. Vadecha and Mr. Nikhil Champaklal Shah, pursuant to the relevant provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to the Public Shareholders of M/s Surya Industrial Corporation Limited to acquire up to 1,161,342 Equity Shares of the Company representing 26% of the total paid up capital at a price of Rs. 10/- per share..

7. AUDIT REPORT & ACCOUNTS

No qualification by the Auditor has been recommended.

8. PARTICULARS OF EMPLOYEE

Particulars of employees required to be furnished under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended in 2011 to this report are – Nil

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company.

The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2013-14.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) we state –

i) That in the preparation of the annual accounts the applicable accounting standards has been followed and there is no material departure:

ii) That your directors had selected such accounting policies and applied them consistently and made judgment 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 accounting year and of the profit or loss of the company for that year;

iii) That your directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguard the assets of the company and for preventing and detecting fraud and other irregularities and

iv) That your directors had prepared the annual accounts on a going concern basis.

11. AUDITORS

M/s Arpan Chudgar & Associates, (Firm Redg. No. 133877W) Chartered Accountants, appointed as a Statutory Auditor of the Company in place of M/s KKJ & Associates who will retire at ensuring annual general meeting.

The Company has received a confirmation from the Auditors to the effect that their appointment if made would be in the limits prescribed under the section 141(3) (g) of the Companies Act, 2013.

12. COMPLIANCE CERTIFICATE

Pursuant to requirement of section 383A(1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from Practicing Company Secretary, for the Accounting Year ended 31.03.2014. The same has been attached in Director''s Report.

13. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section title Corporate Governance Report and Management Discussion and Analysis Report is attached to this Report.

14. ACKNOWLDGEMENT

Your directors wish to convey their thanks to their Employees, Shareholders, Banker, financer and auditors for continuance of their support.

By Order of the Board of Directors For Surya Industrial Corporation Ltd.

Sd/-

(Pratikkumar Mehta) Bhavi Sanghavi Place: Surat Managing Director Director Date: 09-08-2014

Registered office: B-9, Industrial Estate, Partapur, Meerut, Uttar Pradesh – 250 103 CIN : L15311UP1988PLC010285

---

Jun 30, 2013

The Board of Directors of your Company has pleasure in presenting the 26th Annual Report of the Company along with Audited Accounts and the Auditor''s Report for the Accounting Year ended 30th June, 2013.

1. FINANCIAL RESULTS:

Comparative Figures are as under

Particulars 2012-13 2011-12

Sales & Job Work 445000.00 1194000.00

Other Income 5038000.00 5634000.00

Profit on sale of Assets 0.00 0.00

Reduction in value of Investment 0.00 0.00

Profit before depreciation 2340000.00 4526000.00

Depreciation 1504000.00 2493000.00

Net Profit before tax 17406000.00 718000.00

Net Profit after tax 17406000.00 718000.00

Balance b/f from previous year (-)72477000.00 (-)72477000.00

2. OPERATIONS

Company has come out of the purview of SICA. Board for Industrial and Financial Reconstruction (BIFR) Bench III, in its directions issued in January, 2013 decided to delist the Company from the purview of SICA.

Company is now optimistic towards its growth and smooth functioning of the Company has been resumed to give the momentum to the Company. Management is hopeful of Growth of the Company, now hereon, in the coming future for the Company. Looking into the future prospectus, the management considered and approved to Sell, lease or otherwise disposal and/or transfer/sale of land, building, machinery and any other assets of the Company situated at 37/4, Village Dungrawali, Meerut bypass Road, Meerut. The Board considered the matter in the Board Meeting of 17th August, 2012 and the matter was duly approved by the Board and subsequently by the shareholders by way of Postal ballot and the results for the same were declared by the Mr. Vivek Jain, Chairman and Managing Director, on 27th October, 2012.

3. DIRECTORS

No sitting fee has been paid to any of the directors.

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company, Mr. Rahul Jain, Director of the Company, retires by rotation and being eligible, seeks re-appointment. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the article of association of the Company, Mr. Mukhtar Singh was appointed as Additional Director of the Company and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notice in writing from the existing members proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257(1A) of the Companies Act, 1956. Your Directors recommends their appointment to the board of the company. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the article of association of the Company, Mr. Pawan Kumar was appointed as Additional Director of the Company and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notice in writing from the existing members proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257(1A) of the Companies Act, 1956. Your Directors recommends their appointment to the board of the company. Mr. Abhinav Sharma and Raman Sapra has been appointed as Additional Directors on 18/08/2012 and 17/09/ 2012 respectively and resigned on 20/06/2013 and 05/11/2012 respectively. Mr. Navdeep Gupta who was appointed on 01/01/2011 got resigned from the directorship of the Company on 10/09/2012. Mahender Singh, Laleswar Kumar Raut and Seema Jain, Directors of the Company resigned on 18/08/2012 from the directorship of the Company.

Brief details of the Directors seeking appointment/re-appointment as stipulated under clause 49 of the Listing Agreement with the Stock Exchange is enclosed with Notice.

4. DIVIDEND

In view of accumulated losses, your directors regret their inability to declare the dividend to shareholders.

5. AUDIT REPORT & ACCOUNTS

No Qualification by the Auditor has been recommended.

6. PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended in 2011 to this report are - NIL

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company. The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2012-13.

8. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuance to section 217(2AA) we state -

i) that in the preparation of the annual accounts the applicable accounting standards had been followed and there is no material departure;

ii) that your 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 accounting year and of the profit or loss of the company for that year;

iii) that your 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 and

iv) that your directors had prepared the annual accounts on a going concern basis.

9. AUDITORS

M/s KKJ & Associates., Chartered Accountants, Meerut, Auditor of the company retire at ensuing annual general meeting and being are eligible & willing for re-appointment.

The Company has received a confirmation from the Auditors to the effect that their re-appointment if made would be in the limits prescribed under the Section 224(1B) of the Companies Act, 1956.

10. COMPLIANCE CERTIFICATE

Pursuant to requirements of Section 383A(1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from Practicing Company Secretary, for the Accounting Year ended 30.06.2013. The same has been attached in Director''s Report.

11. ACKNOWLEDGEMENT

Your directors wish to convey their thanks to their Employees, Shareholders, Banker, financer and auditors for continuance of their support.

By Order of the Board of Directors

For Surya Industrial Corporation Ltd.

Sd/-

(Vivek Jain)

Chairman cum Managing Director

Date : 14.10.2013

Place : Meerut

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Jun 30, 2012

To The Members of Surya Industrial Corporation Limited Meerut

Ladies and Gentlemen,

The Board of Directors of your Company has pleasure in presenting the 25th Annual Report of the Company along with Audited Accounts and the Auditor''s Report for the Accounting Year ended 30th June, 2012.

1. FINANCIAL RESULTS:

Comparative Figures are as under

Particulars 2011-12 2010-11

Sales & Job Work 1194000.00 360000.00

Other Income 5634000.00 6245000.00

Profit on sale of Assets 0.00 97000.00

Reduction in value of Investment 0.00 0.00

Profit before depreciation 4526000.00 4865000.00

Depreciation 2493000.00 2868000.00

Net Profit before tax 718000.00 1997000.00

Net Profit after tax 718000.00 1997000.00

Balance b/f from previous year (-)72477000.00 (-)73195000.00

2. OPERATIONS

Company continues to be under the purview of BIFR for its financial reconstruction.Company has achieved sales of Rs.11.94 Lacs by selling electric laminations & partly job work of production of Tyres. Company is making all efforts to revive its operations.But due to lack of working capital, company could not make any headway in revival of operation of the company to any great extent. Land & Factory building, not in immediate use, have been leased out and earnings of Rent have been used for repayment of loan liabilities of UPFC and PICUP.

3. FUTURE OUTLOOK

Your directors have tried to give momentum to business of Manufacturing & Trading of Electric Lamination during the year and are very hopeful. Company is pursuing with UPFC and PICUP for One time Settlement of its outstanding dues.

4. DIRECTORS

No sitting fee has been paid to any of the directors.

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company, Mr. Vivek Jain, Director of the Company, retires by rotation and being eligible, seeks re-appointment. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the article of association of the Company, Mr. Abhinav Sharma was appointed as Additional Director of the Company and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notice in writing from the existing members proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257(1A) of the Companies Act, 1956. Your Directors recommends their appointment to the board of the company. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the article of association of the Company, Mr. Bhavi Jitendra Sanghavi was appointed as Additional Director of the Company and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notice in writing from the existing members proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257(1A) of the Companies Act, 1956. Your Directors recommends their appointment to the board of the company.

Brief details of the Directors seeking appointment/re-appointment as stipulated under clause 49 of the Listing Agreement with the Stock Exchange is enclosed with Notice.

6. DIVIDEND

In view of accumulated losses, your directors regret their inability to declare the dividend to shareholders.

7. AUDIT REPORT & ACCOUNTS

No Qualification of Auditor has been found.

8. PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended in 2011 to this report are - NIL

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company. The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2011-12

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuance to section 217(2AA) we state -

i) That in the preparation of the annual accounts the applicable accounting standards had been followed and there is no material departure;

ii) That your 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 accounting year and of the profit or loss of the company for that year;

iii) That your 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 and

iv) That your directors had prepared the annual accounts on a going concern basis.

11. AUDITORS

M/s KKJ & Associates., Chartered Accountants, Meerut, Auditor of the company retire at ensuing annual general meeting and being are eligible & willing for re-appointment.

The Company has received a confirmation from the Auditors to the effect that their re-appointment if made would be in the limits prescribed under the Section 224(1B) of the Companies Act, 1956.

12. COMPLIANCE CERTIFICATE

Pursuant to requirements of Section 383A(1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from Practicing Company Secretary, for the Accounting Year ended 30.06.2012. The same has been attached in Director''s Report.

13. ACKNOWLEDGEMENT

Your directors wish to convey their thanks to their Banker, financer and auditors for continuance of their support.

By Order of the Board of Directors

For Surya Industrial Corporation Ltd.

Sd/- Sd/-

(Vivek Jain) (Rahul Jain)

Chairman cum Managing Director Director

Date : 06.12.2012

Place : Meerut

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Jun 30, 2011

To The Members of Surya Industrial Corporation Limited

The Board of Directors of your Company has pleasure in presenting the 24th Annual Report of the Company along with Audited Accounts and the Auditor's Report for the Accounting Year ended 30th June, 2011.

1. FINANCIAL RESULTS:

Comparative Figures are as under

Particulars 2010-11 2009-10

Sales & Job Work 360300.00 1104089.00

Other Income 6147737.95 6132360.00

Profit on sale of Assets 97392.00 5320116.50

Reduction in value of Investment 0.00 5184000.00

Profit before depreciation 4864949.93 4312702.71

Depreciation 2868260.00 3629245.00

Net Profit before tax 1996689.93 690240.21

Net Profit after tax 1996689.93 690240.21

Balance b/f from previous year 73195197.90 (-)75191587.83

2. OPERATIONS

Due to lack of working capital, as company is already referred to BIFR, as sick company, company could not make any headway in revival of operation of the company to any great extent, though company is utilizing machinery to produce automotive tyres on job work basis. Part of few machineries have been sold during the year and sale proceeds have been used for repayment of liability of UPFC and PICUP. Land and Factory building not in immediate use have been leased out and earnings of Rent have been used for repayment of loan liabilities of UPFC and PICUP.

3. FUTURE OUTLOOK

Your directors have tried to give momentum to business of Manufacturing & Trading of Electric Lamination during the year and are very hopeful.

4. DIRECTORS

No sitting fee has been paid to any of the directors. During the year, Mr. Virjendra Kumar Singh resigned from the board of directors. Board of directors wish to place on record, appreciation of his contribution, made by him during his tenure.

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company, Mr. Rahul Jain, Director of the Company, retires by rotation and being eligible, seeks re-appointment. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the article of association of the Company, Ms. Seema Jain (Chairperson), Mr. Laleshwar Kumar Raut, Mr. Mahender Singh and Mr. Navdeep Gupta were appointed as Additional Directors of the Company and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notices in writing from the existing members proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257(1 A) of the Companies Act, 1956. Your Directors recommends their appointment to the board of the company. Brief details of the Directors seeking appointment/re-appointment as stipulated under clause 49 of the Listing Agreement with the Stock Exchange is enclosed with Notice.

6. DIVIDEND

In view of accumulated losses, your directors regret their inability to declare the dividend to shareholders.

7. AUDIT REPORT & ACCOUNTS

We clarify the qualification/observation here under -

Schedule of repayment of dues of UPFC & PICUP as per OTS could not be adhered. Amount paid to them have been deducted from their dues.

8. PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, to this report are - NIL

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies' (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company. The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2010-11

10. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuance to section 217(2AA) we state -

i) That in the preparation of the annual accounts the applicable accounting standards had been followed and there is no material departure;

ii) That your 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 accounting year and of the profit or loss of the company for that year;

iii) That your 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 and

iv) That your directors had prepared the annual accounts on a going concern basis.

11. AUDITORS

M/s KKJ & Associates., Chartered Accountants, Meerut, Auditor of the company retire at ensuing annual general meeting and being are eligible & willing for re-appointment.

The Company has received a confirmation from the Auditors to the effect that their re-appointment if made would be in the limits prescribed under the Section 224(1 B) of the Companies Act, 1956.

12. COMPLIANCE CERTIFICATE

Pursuant to requirements of Section 383A(1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from Practicing Company Secretary, for the Accounting Year ended 30.06.2011. The same has been attached in Director's Report.

13. ACKNOWLEDGEMENT

Your directors wish to convey their thanks to Banker, financer, workers and auditors for continuance of their support.

By Order of the Board of Directors

For Surya Industrial Corporation Ltd.

Sd/- Sd/-

(Vivek Jain) (Rahul Jain)

Managing Director Director

Date : 10.11.2011

Place : Meerut