Directors Report of SG Mart Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Fortieth (40^th) Annual Report on the business and operations of your company together
with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31,2025.

1. Financial summary/state of affairs:

The Company''s financial performance for the year under review along with the previous year''s figures is given hereunder:

Particulars	Consolidated		Standalone
Particulars	FY 2024-25	FY-2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	5856.17	2682.90	5511.59	2682.90
Add : Other income	80.20	31.63	84.04	31.63
Total revenue	5936.37	2714.53	5595.63	2714.53
Profit before Depreciation, Finance Costs and Tax Expense	183.29	93.45	172.37	93.55
Less : Finance cost	43.89	11.63	43.77	11.63
Less : Depreciation and amortization	2.08	0.51	2.01	0.51
Profit before tax (PBT)	137.32	81.31	126.59	81.41
Less : Tax expense	33.89	20.37	32.69	20.37
Profit after tax for the year (PAT)	103.43	60.94	93.90	61.04

The Company''s consolidated gross turnover in the financial year
2024-25 increased significantly by 118% from C2,682.90 crores
to C5856.17 crores. The EBIDTA (excluding other income) has
increased by 67% from C61.82 crores to C103.09 crores in the year
under review. The consolidated net profit of the Company has also
increased by 70% from C60.94 crores to C103.43 crores during the
year under review.

2. Dividend

Your Board of Directors has decided not to recommend any
dividend for the financial year 2024-25 in order to conserve
resources for future business requirements and growth initiatives.

In terms of Regulation 43A of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), your Board of Directors formulated and adopted
Dividend Distribution Policy. During the year, there have been no
changes to the said Policy.

The Dividend Distribution Policy is available on the website of the
Company at https://sgmart.co.in/investor-relations/

3. Transfer to Reserves

The Board of Directors of your Company, has decided not to
transfer any amount to the Reserves for the year under review.

4. Overview

India''s economy grew 6.5% in FY25, powered by strong consumer
demand, rising rural consumption, and robust services and
high-value manufacturing exports. Inflation moderated to 4.6%
(from 5.4% in FY24), prompting a 50 bps repo rate cut and
supporting a pro-growth monetary stance. The PMI hit 58.1 in
March, signalling sustained private sector momentum.

Investment activity remained buoyant, with GST collections up
nearly 10%, reflecting healthy demand and improved compliance.
The external sector strengthened, led by 11.6% growth in
service exports and an 18% rise in FDI, deepening India''s global
integration.

FY26 growth is projected to be 6.3%-6.8%, although geopolitical
risks, trade disruptions, and domestic challenges, such as soft
urban demand and inflationary pressures, warrant a measured
outlook.

4.1 Business Performance

In its second year of operations, SG Mart achieved robust financial
performance, showcasing the Company''s strong market presence
and operational efficiency. The Company generated ?58.6 Bn in
revenue, reflecting significant market demand and effective
business strategies. The EBITDA, excluding other income, stood at

C1.03 Bn, translating to an EBITDA margin of 1.76%. This efficiency
is further highlighted by a net profit of ?1.03 Bn and a net margin
of 1.76%.

The Company''s cash profit was a healthy ?1.06 Bn, and they closed
the financial year with a net cash position of ?4.6 Bn. The Company
closed FY25 with a net working capital cycle of 30 days, which
was elevated primarily due to advances extended to steel
suppliers towards the end of March 2025. The Company remains
focused on improving working capital efficiency and expects a
more optimal position to be reflected within the first quarter of
FY26. The Company''s Return on Capital Employed (ROCE) was an
impressive 22%, while the Return on Equity (ROE) was 9%, despite
the equity infusion during the year.

The year also saw a significant expansion in their customer, vendor
base and SKU''s. By the end of FY25, the Company had successfully
onboarded over 2,257 customers and 225 vendors and had 3,500
SKUs. This reflected their growing market influence and ability to
foster strong business relationships.

4.2 Possibilities and Prospects

India''s infrastructure and construction sectors are experiencing
strong, sustained growth, unlocking major opportunities for SG
Mart.

The infrastructure market is projected to reach US$280.6 billion by
2030, growing at a CAGR of 8.0%. In the 2024-25 Union Budget,
the government raised its infrastructure capital outlay to ?11.11
lakh crore (3.4% of GDP), with a sharp focus on transport and
logistics.

Meanwhile, the construction sector is accelerating, driven by
affordable housing initiatives and increased support for small
builders. India is on track to become the world''s third-largest
construction market, with an expected value of US$1.21 trillion
by 2025.

This momentum is fueling demand for construction materials,
positioning SG Mart to expand its footprint and capture greater
market share in the years ahead.

5. Material Events

5.1 Change of Registered Office

During the year under review, the registered office of the Company
was shifted from ''Unit No. 705, GDITL Tower Plot No. B-8, Netaji
Subhash Place, Pitampura, Shakur Pur I Block, North West Delhi,
Delhi, India - 110 034'' to ''House No. 37, Ground Floor, Hargovind
Enclave, Vikas Marg, East Delhi, Delhi - 110092.''

5.2 Change in Nature of Business: Alteration of Memorandum
of Articles

The Company is engaged in the business of trading and
distribution of building material products, as set out in Clauses 3
and 4 of the Main Objects under Clause III(A) of its Memorandum
of Association. However, Clauses 1 and 2 of the Main Objects
reflected activities related to power generation and distribution,
which are no longer pursued by the Company.

In line with the evolving business landscape and the Company''s
long-term strategic vision, the Board of Directors, at its meeting
held on January 23, 2025, approved the proposal to substitute
the Clauses 1 and 2 of the Main Object Clause with new objects.
These new business activities include metal processing and
manufacturing, specializing in the heat and cold treatment of
metals, production of metal components and products, and the
manufacturing of solar mounting structures. The said alteration
was approved by the Members vide postal ballot on February 27,
2025.

The decision to expand into these sectors has been made with the
intent to diversify the Company''s revenue streams and position
it in high-growth industries such as construction, automotive,
manufacturing, and particularly renewable energyâone of the
fastest growing sectors in the country. The new business lines are
expected to enhance market presence, improve margins through
customized and value-added offerings, and unlock long-term
growth opportunities, including potential expansion into global
markets.

It is important to note that the Company shall continue to pursue
its existing business of trading and distribution of building material
products alongside the new business activities. The alteration of
the Memorandum of Association aligns with the Company''s vision
to capitalize on emerging opportunities and deliver sustainable
value to all stakeholders.

6. Internal Financial Control

The Company has in place adequate internal financial controls
as referred in Section 134(5)(e) of the Companies Act, 2013 ("the
Act"). For the financial year ended March 31, 2025 the Board is
of the opinion that the Company had sound Internal Financial
Controls commensurate with the size and nature of its operations
and are operating effectively and no reportable material weakness
was observed in the system during the year.

Based on annual Internal Audit programme as approved by Audit
Committee of the Board, regular internal audits are conducted
covering all offices and key areas of the business. The findings of
the internal auditors are placed before Audit Committee, which
reviews and discusses the actions taken with the management.
The Audit Committee also reviews the effectiveness of company''s
internal controls and regularly monitors implementation of audit
recommendations.

There are existing internal policies and procedures for ensuring
the orderly and efficient conduct of business, including adherence
to the Company''s policies, safeguarding of its assets, prevention
and detection of frauds and errors, accuracy and completeness of
the accounting records and timely preparation of reliable financial
disclosures.

7. Annual Return

In accordance with the provisions of Section 134(3)(a) of the
Companies Act, 2013, the Annual Return, as required under
Section 92 of the Act for the financial year ended March 31,2025,
is available on the Company''s website of the Company and can be
accessed at https://sgmart.co.in/investor-relations/.

8. Subsidiary Companies, Joint Ventures and Associates

The Company have two wholly-owned subsidiaries as on
March 31, 2025, namely SG Marts FZE (incorporated in Dubai,
UAE). Further during the year under review, the Company has
incorporated a wholly owned subsidiary, namely SG Super 101
Private Limited on August 6, 2024 to engage in metal processing
and manufacturing, specializing in the heat and cold treatment
of metals, production of metal components and products.
The subsidiaries are fully held by the Company and aligns with its
long-term strategic objectives.

As per the provisions of Section 129(3) of the Companies Act,
2013, a statement containing the salient features of the financial
statements of the Company''s subsidiaries in Form AOC-1 is
attached to the financial statements of the Company.

In accordance with the provisions of Section 136 of the Companies
Act, 2013, the audited financial statements and related information
of the subsidiaries, where applicable, will be available for inspection
during regular business hours at the Company''s registered office
at House No. 37, Ground Floor, Hargovind Enclave, Vikas Marg, East
Delhi, Delhi - 110092 and the same are also available at its website
i.e. https://sgmart.co.in/investor-relations/ .

Further, your Company has no associate companies or joint
venture companies.

Key updates on subsidiaries of the Company

During the year under review, SG Marts FZE, a wholly owned
subsidiary of the Company, commenced its operations and
generated revenue from operations amounting to C473.84 crore.
Furthermore, the paid-up capital of the subsidiary was increased
from C11 lakhs to C167.16 crore.

9. Deposits

Your Company neither accepted nor renewed and/or was not
having any outstanding public deposits within the meaning of
Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014, during the year under report.

10. Share Capital

As on March 31,2025, the authorized share capital of the Company
stood at C15 crore divided into 15 crore equity shares of face value
of C1 each.

Your Company on November 23, 2023 allotted 7,23,000 Fully
Convertible warrants of face value of C10/- each pursuant to
members'' approval dated October 24, 2023, the said warrants
were convertible into equivalent number of equity shares of face
value of C10/-each, but after sub-division of the face value of
equity shares from C10/- to C1/- and issuance of Bonus shares in
the ratio 1:1 after the sub-division, the conversion ratio changed
from 1:1 to 20:1. Subsequently during the financial year under
review, your Company allotted:

a. 5,15,000 equity shares of face value of C1 each on July 11,
2024 pursuant to conversion of 25,750 convertible warrants;

b. 2,00,000 equity shares of face value of C1 each on November 4,
2024 pursuant to conversion of 10,000 convertible warrants;

c. 1,27,000 equity shares of face value of C1 each on March 15,
2025 pursuant to conversion of 6,350 convertible warrants.
Consequent to which, the issued and paid-up share capital of the
Company stands at C11,23,82,000 (Rupees Eleven Crores Twenty
Three Lakhs Eighty Two Thousand only) divided into 11,23,82,000
(Eleven Crores Twenty Three Lakhs Eighty Two Thousand only)
equity shares of face value of ?1 each.

Post closure of the financial years 2024-25, on May 26, 2025 the
entire unconverted warrants i.e. 6,80,900 were converted into

I, 36,18,000 equity shares of face value of C1 each.

Consequent to which, the issued and paid-up share capital of the
Company stands at ?12,60,00,000 (Rupees Twelve Crores Sixty
Lakhs only) divided into 12,60,00,000 (Twelve Crores Sixty Lakhs
only) equity shares of face value of C1 each.

The Company has neither issued shares with differential voting
rights nor has issued any sweat equity shares.

II. Board of Directors and Key Managerial Personnel
(KMP)

In accordance with the provisions of Section 152 of the Companies
Act, 2013 and in terms of Articles of Association of the Company,
Shri Amit Thakur (DIN: 10732682) will retire at the ensuing Annual
General Meeting ("AGM") and being eligible, offer himself for
reappointment.

The Company has a balanced and diverse mix of Executive and
Non-Executive Directors and the composition is in conformity
with requirements under the Act and the Listing Regulations.
As on March 31,2025, the Board of Directors consists 7 (Seven)
directors of which 2 (Two) are Executive Directors and 5 (Five) are
Non-Executive Independent Directors.

Based on the recommendation of Nomination & Remuneration
Committee, the Board of Directors in its meeting held on
April 16, 2024 appointed Shri Dukhabandhu Rath (DIN: 08965826)
& Ms. Neeru Abrol (DIN: 01279485) as Additional Director
(Non-executive Independent Director) with effect from April 16,
2024. Their appointments were subsequently approved by the
Members of the Company through Postal Ballot on July 13, 2024.

Further, based on the recommendation of Nomination &
Remuneration Committee, the Board of Directors in its meeting
held on August 9, 2024 appointed Shri Amit Thakur (DIN: 10732682)
as Additional Director (Whole Time Director) and Shri Anil Kumar
Bansal (DIN: 06752578) as Additional Director (Non-executive
Independent Director). Their appointments were subsequently
approved by the Members of the Company in the 39^th AGM held
on September 28, 2024.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board in its meeting held on
July 25, 2025 had appointed Shri Arun Agarwal (DIN: 10067312) as
Additional Director in the capacity of Non- Executive Director of the
Company. The Board has now recommended their appointment
as Non-Executive Director with effect from July 25, 2025, liable
to retire by rotation, for the approval of the shareholders at the
said AGM.

The Company has received consent and requisite disclosures, etc.
All the details required to be disclosed in connection with the
appointment/re-appointment of Directors as above, are appearing
in the Notice of AGM.

Shri Shiv Kumar Bansal (DIN: 09736916) Executive Director (Joint
MD), resigned from the Board with effect from closure of business
hours July 31,2025, due to personal reasons. The Board places on
record deep appreciation for his valuable advice and exceptional
guidance.

Smt Meenakshi Gupta (DIN: 01158825), Non-Executive Director,
resigned from the Board with effect from the closure of business
hours on August 9, 2024, due to personal reasons. The Board
places on record deep appreciation for her valuable advice and
exceptional guidance.

Further, post closure of the financial year, the tenure of
Mr. Arihant Chopra (DIN: 09436637) was completed on May 25,
2025, and accordingly, he ceased to be a Director of the Company
with effect from May 25, 2025. The Board places on record deep
appreciation for his valuable advice and exceptional guidance.

The Company has received declaration from all the existing
Independent Directors confirming that they meet the criteria of
independence as prescribed under Section 149 of the Act and
Regulation 16 of SEBI Listing Regulations. In the opinion of the
Board, the Independent Directors of the Company possess the
requisite expertise skill and experience (including the proficiency)
and are persons of high integrity and repute as well as are
independent of the management.

Further, in pursuance of Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, all Independent
Directors of the Company have duly confirmed validity of their
respective registration with the Indian Institute of Corporate
Affairs (IICA) database.

The Board of Directors of the Company convened and held 4 (Four)
meetings during the financial year ended March 31,2025.

For detailed information on the Board of Directors and KMPs,
please refer the ''Report on Corporate Governance''.

12. Particulars of Remuneration

The statement of remuneration under Section 197 of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is attached to this report as
''Annexure A''.

The Non-Executive Directors, including Independent Directors,
are remunerated through sitting fees. These fees are based on
the number of meetings attended by the directors, including
meetings of the Board, Audit Committee, Nomination and
Remuneration Committee, Stakeholder Relationship Committee,
Risk Management Committee, and Corporate Social Responsibility
Committee. Additionally, sitting fees are also paid for separate
meetings of Independent Directors. The details of sitting fees
paid during the period under review are provided in the Report
on Corporate Governance, which is annexed as Annexure E to
the Boards'' Report.

Further, as per second proviso to Section 136(1) of the Act read
with Rule 5(2) and 5(3) of the aforesaid Rules, the Board''s Report
and Financial Statements are being sent to the Members of the
Company excluding the statement of particulars of employees as
required under Rule 5(2) of the aforesaid Rules.

Any member interested in obtaining such particulars may write
to the Company Secretary. The said information is available for
inspection at the registered office of the Company during working
days of the Company up to the date of the ensuing annual general
meeting.

13. Auditors and Auditors'' Report

13.1 Statutory Auditors

M/s. Ashok Kumar Goyal & Co., Chartered Accountants (Firm
Registration number: 002777N) tendered their resignation from
the office of Statutory Auditors of the Company effective from
April 16, 2024.

On April 16, 2024 the Company appointed M/s Walker Chandiok &
Co LLP, Chartered Accountants, (Firm Registration No: 001076N/
N500013) as Statutory Auditors'' of the Company on April 16, 2024,
to fill the casual vacancy in the office of the Statutory Auditors to
hold office till the conclusion of the 39^th Annual General Meeting.
This appointment was approved by the Members through Postal
Ballot on July 13, 2024.

Further the Members in the AGM held on September 28, 2024
appointed M/s Walker Chandiok & Co LLP, Chartered Accountants,
(Firm Registration No: 001076N/N500013) as Statutory Auditors of
the Company to hold office from the conclusion of the 39^th annual
general meeting till the conclusion of the 44^th Annual General
Meeting to be held in the year 2029.

The Auditors'' Report on the standalone and consolidated financial
statements for the FY 2024-25 do not contain any qualification,
reservation or adverse remark requiring any explanation on the
part of the Board. The observations given therein read with the
relevant notes are self-explanatory. There are no frauds reported
by the Auditors under section 143(12) of the Act.

13.2 Cost Auditors

During the financial year 2024-25, the provisions related to
maintenance of cost accounts and records under Section 148 of
the Companies Act, 2013 were not applicable to the Company.

13.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies
Act, 2013, the Board of Directors in its meeting held on April 16,
2024 had appointed Parikh & Associates, Company Secretaries in
practice as Secretarial Auditors to carry out the Secretarial Audit
of the Company for the financial year 2024-25.

The report given by them for the said financial year in the
prescribed format is annexed to this report as ''Annexure B''.
The Secretarial Audit Report is self- explanatory and does not
contain any qualification, reservation or adverse remark.

Further, pursuant to the amended provisions of Regulation 24A
of the SEBI Listing Regulations and Section 204 of the Act read

with Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Audit Committee and
the Board of Directors have approved and recommended the
appointment of M/s. Parikh & Associates, Peer Reviewed Firm
of Company Secretaries in Practice (FRN: P1988MH009800) as
Secretarial Auditors of the Company for a term of upto 5 (Five)
consecutive years to hold office from the conclusion of ensuing
AGM till the conclusion of 45^th (Forty Fifth) AGM of the Company to
be held in the Year 2030, for approval of the Members at ensuing
AGM of the Company. Brief resume and other details of M/s Parikh
& Associates, Company Secretaries in Practice, are separately
disclosed in the Notice of ensuing AGM.

M/s Parikh & Associates, Company Secretaries in Practice, have
given their consent to act as Secretarial Auditors of the Company
and confirmed that their aforesaid appointment (if made) would
be within the prescribed limits under the Act & Rules made
thereunder and SEBI Listing Regulations. They have also confirmed
that they are not disqualified to be appointed as Secretarial
Auditors in terms of provisions of the Act & Rules made thereunder
and SEBI Listing Regulations.

13.4 Internal Auditors

Pursuant to the provisions of Section 138 of the Act, the Board
of Directors had appointed M/s Protiviti India Member Private
Limited, Chartered Accountants as Internal Auditor''s to carry out
the Internal Audit of the Company.

14. Related Party Transactions

During the financial year ended March 31, 2025, all contracts,
arrangements, or transactions entered into by the Company
with related parties were undertaken in the ordinary course of
business and on an arm''s length basis. These transactions were
in compliance with the applicable provisions of the Act, read with
Regulation 23 of the Listing Regulations.

Furthermore, the Company did not enter into any related party
transactions that were not on an arm''s length basis or that could
be classified as material in accordance with the Act, Listing
Regulations and Company''s policy on materiality of related party
transactions.

Accordingly, disclosure in Form AOC-2 is not applicable for the
financial year under review.

The Company has also formulated a policy on dealing with
Materiality of Related Party Transactions. This Policy is available
on the website of the Company and the weblink for the same is
https://sgmart.co.in/investor-relations/.

Suitable disclosure as required by the Indian Accounting Standard
(IND-AS) 24 has been made in the Note No. 35 to the Standalone
Financial Statements and Note No. 33 to the Consolidated
Financial Statements.

15. Employee Stock Option Scheme

During FY2023-24, Your Company launched "Kintech Renewables
Limited Employee Stock Option Scheme, 2023" ("ESOS-2023")
with the approval of the members. In principle approval for shares
to be issued under the scheme was also obtained from BSE Limited.

During the Financial Year 2024-25, the Nomination and
Remuneration Committee in its meeting held on April 16, 2024
granted 3,00,500 options. Further, post closure of the FY 2024-25
the Nomination and Remuneration Committee in its meeting held
on July 25, 2025 has granted 3,90,000 options.

The grant of Options is based upon the eligibility criteria as
mentioned in the Scheme. The granted Options, once vested shall
entitle the Option holder to acquire equivalent number of Equity
shares of face value of ?!/- each, upon payment of exercise price
and applicable taxes in accordance with terms and conditions of
the Scheme.

A statement giving complete details under Regulation 14 of
the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 is available on the website of the Company
at https://sgmart.co.in/investor-relations/. There is no material
change in the said scheme during the year.

The scheme is in compliance with SEBI (Share Based Employee
Benefits & Sweat Equity) Regulations, 2021. The Certificate from the
Secretarial Auditors of the Company certifying that the ESOS-2023
is being implemented in accordance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 and the
resolution passed by the Members, would be placed at the Annual
General Meeting for inspection by Members.

16. Directors'' Responsibility Statement

Pursuant to provisions of clause (c) of sub-section 3 and
sub-section 5 of Section 134 of the Act, your Directors to the best
of their knowledge hereby state and confirm that:

a. in the preparation of the annual accounts for the year ended
March 31,2025, the applicable accounting standards have
been followed along with proper explanations relating to
material departures;

b. such accounting policies have been selected and applied
consistently and judgments and estimates have been made
that are reasonable and prudent to give a true and fair view
of the Company''s state of affairs as at March 31,2025 and of
the Company''s profit for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance
of adequate accounting records, in accordance with the
provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;

d. the annual financial statements have been prepared on a
going concern basis;

e. the internal financial controls are laid down to be followed
that and such internal financial controls are adequate and are
operating effectively; and

f. proper systems are devised to ensure compliance with the
provisions of all applicable laws and that such systems are
adequate and operating effectively.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with the provisions of Section 135 read with Schedule VII
of the Act and Companies (Corporate Social Responsibility Policy)

Rules, 2014, your Company has framed its Corporate Social
Responsibility ("CSR") policy for development of programmes
and projects for the benefit of weaker sections of the society and
the same has been approved by Corporate Social Responsibility
Committee ("CSR Committee") and the Board of Directors of the
Company. The CSR policy of the Company provides a road map
for its CSR activities.

During the year under review, the Company was required to
spend 52.80 lakhs towards CSR in accordance with the provisions
of Section 135 of the Act read with rules made thereunder.
The Company has spent all money towards CSR and there was no
unspent amount during the year.

The Annual Report on CSR activities for the financial year 2024-25
containing salient features of CSR Policy and other relevant
details is annexed herewith as ''Annexure C''. The CSR Policy of
the Company is available on the Company''s website and may be
accessed at the link: https://sgmart.co.in/investor-relations/.

18. Particulars of Loans, Guarantees or Investments
Under Section 186

In terms of Section 186 of the Companies Act, 2013 and rules
framed thereunder, details of Loans, Guarantees given and
Investments made have been disclosed in the Note no. 40 to the
standalone financial statements for the year ended March 31,2025.

19. Energy conservation, technology absorption and
foreign exchange earnings and outgo:

Information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required
under Section 134 (3)(m) of the Act read with the Rule 8 (3) of the
Companies (Accounts) Rules, 2014, is furnished as ''Annexure D'',
forming part of this Report.

20. Management discussion and analysis report

Management discussion and analysis report for the year under
review, as stipulated under Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 is
presented in a separate section forming part of the Annual Report.

21. Corporate Governance

Your Company complies with the governance requirements
provided under SEBI Listing Regulations. Pursuant to Regulation
34 read with Schedule V of the SEBI Listing Regulations, a
separate section on the Corporate Governance Report annexed
as ''Annexure E'' to the Board Report which forms an integral
part of the Annual Report. A certificate from Practicing Company
Secretary confirming compliance with corporate governance
norms, as stipulated under the Listing Regulations, is annexed to
the Corporate Governance Report.

The Corporate Governance Report which forms part of this annual
report, also covers the following:

a) Composition of Board and statutory committees of the
Board.

b) Particulars of the Board & Committee Meetings held during
the financial year under review.

c) Policy on Nomination and Remuneration of Directors, Key
Managerial Personnel and Senior Management including,
inter alia, the criteria for performance evaluation of Directors.

d) The manner in which formal annual evaluation has been
made by the Board of its own performance and that of its
Committees and individual Directors.

e) The details with respect to composition of Audit Committee
and establishment of Vigil Mechanism.

f) Details regarding Risk Management.

22. Compliance with Secretarial Standards on Board
and Annual General Meetings

During the period under review, the Company has duly complied
with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

23. Prevention of Sexual Harassment of Women at
Workplace

The Company has complied with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and has in place a Policy on Prevention of
Sexual Harassment at the Workplace in line with the provisions
of the said Act and an Internal Complaints Committee has also
been set up to redress complaints received regarding sexual
harassment. During the period under review, Company did not
receive any complaint relating to sexual harassment.

Details of Sexual Harassment Complaints for the Financial Year
2024-25

Number of complaints of sexual harassment received during the year	0
Number of complaints disposed of during the year	NA
Number of cases pending for more than ninety days	NA

Compliance with the Maternity Benefit Act, 1961

The Company complies with all provisions of the Maternity Benefit
Act, 1961, and ensures that eligible female employees receive
the maternity benefits, including paid leave, as per the statutory
requirements.

24. Other Disclosures and Reporting

Your Directors state that no disclosure or reporting is required
with respect to the following items as there were no transactions
/ instances on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend,
voting or otherwise.

(b) Any remuneration or commission received by Managing
Director of the Company, from any of its subsidiary.

(c) Issue of shares (including sweat equity shares) to employees
of the Company under any scheme save and except ESOS
referred to in this report.

(d) Significant or material orders passed by the regulators or
courts or tribunal which impacts the going concern status
and company''s operations in future.

(e) Material changes affecting the financial position of the
Company which have occurred between the end of the
financial year of the Company and the date of the Report.

(f) The details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as at the end of the
financial year.

(g) The details of difference between amount of the valuation
done at the time of onetime settlement and the valuation
done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.

25. Appreciation

Your Directors would like to express its sincere appreciation
to all employees, management, and stakeholders for their
unwavering commitment, dedication, and hard work throughout
the year. Their continued support and valuable contributions
have played an instrumental role in the growth and success of
the Company. We also extend our gratitude to our customers,
partners, shareholders, and regulatory authorities for their trust,
collaboration, and encouragement. We are confident that with
the continued support of all our stakeholders, the Company will
continue to scale new heights and achieve greater milestones in
the coming years.

For and on behalf of the Board of Directors of
SG MART LIMITED

Sd/- Sd/-

Amit Thakur Shiv Kumar Bansal

Place: Noida Whole Time Director Whole Time Director

Date: July 25, 2025 (DIN: 10732682) (DIN: 09736916)

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty Ninth (39^th) Annual Report on the business and operations of your company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31,2024.

1. Financial summary/state of affairs:

The Company''s financial performance for the year under review along with the previous year''s figures is given hereunder:

(C In crore)
Particulars	Consolidated	Standalone
	FY-2023-24	FY 2023-24	FY 2022-23
Revenue from Operations	2682.90	2682.90	1.56
Add : Other income	31.63	31.63	1.02
Total revenue	2714.53	2714.53	2.58
Profit before Depreciation, Finance Costs and Tax Expense	93.45	93.55	0.27
Less : Finance cost	11.63	11.63	0.00
Less : Depreciation and amortization	0.51	0.51	0.00
Profit before tax (PBT)	81.31	81.41	0.27
Less : Tax expense	20.37	20.37	0.07
Profit after tax for the year (PAT)	60.94	61.04	0.20

The Company''s standalone turnover in the financial year 2023-24 stood at C2682.90 crores. The standalone EBIDTA stood C61.92 crores for the year under review. The standalone net profit of the Company stood at C61.04 crores during the year under review.

Further the Company incorporated wholly owned subsidiary in the fourth quarter of the FY 2023-24 and there was no comparison available on consolidation basis, hence the consolidated turnover in the financial year 2023-24 was C2682.90 crores. The consolidated EBIDTA was C61.82 crores for the year under review. The consolidated net profit of the Company was C60.94 crores during the year under review.

2. Dividend

Keeping in view the need to augment the resources of the Company for future, your directors do not recommend the payment of dividend for the FY 2023-24.

3. Transfer to Reserves

The Board of Directors of your Company, has decided not to transfer any amount to the Reserves for the year under review.

4. Overview

The financial year 2023-24 was a period of significant growth for India despite global economic slowdowns. The Indian economy grew by an impressive 8.2%, surpassing projections.

Key sectors like manufacturing and construction grew by 9.9%, while overall investments increased by 9%, reinforcing India''s position as the fastest-growing global economy. The Purchasing Manager''s Index (PMI) stood at 61.8 in March 2024, marking 32 months of continuous private sector expansion. Inflation eased to 4.85% by the end of FY24, with expectations of further reduction and potential interest rate cuts.

Credible estimates suggest India will sustain a 7% plus growth over the coming years. Despite the positive outlook, India remains cautious of volatile geopolitical conditions and fluctuating crude oil prices that could impact future growth.

4.1 Business Performance

In its first year of operations, SG Mart achieved robust financial performance, showcasing the Company''s strong market presence and operational efficiency. The Company generated C27 billion in revenue, reflecting significant market demand and effective business strategies. Their EBITDA, excluding other income, stood at C619 million, translating to an EBITDA margin of 2.3%. This efficiency is further highlighted by a net profit of C610 million and a net margin of 2.3%.

The Company''s cash profit was a healthy C615 million, and they closed the financial year with a net cash position of C9.4 billion. Additionally, they achieved a negative net working capital (WC) of 5 days as of March 31, 2024, indicating efficient management of their receivables and payables. The Company''s Return on Capital Employed (ROCE) was an impressive 43%, while the Return on Equity (ROE) was 6%, despite the substantial equity infusion during the year.

The year also saw a significant expansion in their customer, vendor base and SKU''s. By the end of FY24, the Company had successfully onboarded over 650 customers and 75 vendors and had 1,750 SKUs. This reflected their growing market influence and ability to foster strong business relationships.

4.2 Possibilities and Prospects

India''s infrastructure and construction sector is experiencing robust growth, presenting significant opportunities for SG Mart. The infrastructure sector is projected to grow at a CAGR of 9.57% by 2029. The government is heavily investing in infrastructure by allocating 3.3% of India''s GDP to infrastructure in FY24. Transport and logistics have been given importance.

Alongside infrastructure, the construction sector is also on the rise. The Government is boosting small builders for affordable housing projects. So, along with big builders, small builders are also on the rise. With robust growth in this sector, India is set to become the 3rd largest construction market. The Indian construction market is projected to reach US$1.4 trillion by 2025.

Hence, the construction material industry in India is projected to rise in the coming years. This presents an immense opportunity for SG Mart. Currently valued at C6 trillion in 2024, the market is projected to grow to C8 trillion by 2027.

5. Internal Financial Control

The Company has in place adequate internal financial controls as referred in Section 134(5)(e) of the Companies Act, 2013. For the year ended March 31,2024 the Board is of the opinion that the Company had sound Internal Financial Controls commensurate with the size and nature of its operations and are operating effectively and no

reportable material weakness was observed in the system during the year.

Based on annual Internal Audit programme as approved by Audit Committee of the Board, regular internal audits are conducted covering all offices and key areas of the business. The findings of the internal auditors are placed before Audit Committee, which reviews and discusses the actions taken with the management. The Audit Committee also reviews the effectiveness of company''s internal controls and regularly monitors implementation of audit recommendations.

There are existing internal policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

6. Annual Return

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return, as required under Section 92 of the Act for the financial year 2023-24, is available on the Company''s website at https://sgmart.co.in/investor-relations/

7. Subsidiary Companies, Joint Ventures and Associates

The Company had one wholly-owned subsidiary as on March 31, 2024, namely SG Marts FZE (incorporated in Dubai, UAE).

A report on the performance and financial position of the subsidiary in form AOC-1 is annexed hereto as Annexure ''A'' and forms part of this report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiary, wherever applicable, will be available for inspection during regular business hours at the Company''s corporate office at A-127, Sector-136, Gautam Buddha Nagar, Noida, Uttar Pradesh-201305 and the same are also available at its website i.e. www.sgmart.co.in.

The Company has no associate companies or joint venture companies.

8. Deposits

Your Company neither accepted nor renewed and/or was not having any outstanding public deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under report.

9. Listing of Shares and Listing Fees

The equity shares of the Company are listed on BSE Limited vide Scrip Code 512329. The Company confirms that it has paid the annual listing fees for the Financial Year 2023-24 to BSE Limited, Mumbai, within the prescribed timelines.

10.1 Statutory Auditors

In terms of provisions of the Companies Act, 2013, M/s. Ashok Kumar Goyal & Co., Chartered Accountants, Gurugram, (Firm Registration No. 002777N), had been appointed as Statutory Auditors of the Company in the 37^th Annual General Meeting held on September 29, 2022 to hold the office from the conclusion of the said Annual General Meeting until the conclusion of the 42^nd Annual General Meeting to be held in year 2027.

The reports the Auditors on the standalone and consolidated financial statements for the FY 2023-24 do not contain any qualification, reservation or adverse remark requiring any explanation on the part of the Board. The observations given therein read with the relevant notes are self-explanatory.

There are no frauds reported by the Auditors under section 143(12) of the Act.

Post closure of the financial year 2023-24, M/s. Ashok Kumar Goyal & Co., Chartered Accountants (Firm Registration number: 002777N) tendered their resignation from the office of Statutory Auditors of the Company effective from April 16, 2024.

On April 16, 2024 the Company appointed M/s Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No: 001076N/ N500013) as Statutory Auditors of the Company on April 16, 2024, to fill the casual vacancy in the office of the Statutory Auditors to hold office till the conclusion of the ensuing annual general meeting. This appointment would be subject to approval of members. The Board has also recommended their further appointment to the members to hold office from the conclusion of the ensuing 39^th annual general meeting till the conclusion of the 44^th Annual General Meeting to be held in the year 2029.

10.2 Cost Auditors

During the financial year 2023-24, the provisions related to maintenance of cost accounts and records under Section 148 (1) of the Companies Act, 2013 were not applicable to the Company.

10.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s Kuldeep Dahiya & Associates, Company Secretaries in practice as Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial year 2023-24. The report given by them for the said financial year in the prescribed format is annexed to this report as Annexure ''B''. The Secretarial Audit Report is self- explanatory and does not contain any qualification, reservation or adverse remark.

Further, the Board in its meeting held on April 16, 2024 has appointed M/s Parikh & Associates, Company Secretaries in practice as Secretarial Auditors of the Company for conducting the secretarial audit for the financial year 2024-25.

Pursuant to the provisions of Section 138 of the Act, the Board of Directors had appointed M/s Protiviti India Member Private Limited, Chartered Accountants as Internal Auditor''s to carry out the Internal Audit of the Company.

11. Share Capital

As on March 31,2024 the authorized capital of the Company stood at C 15,00,00,000 divided into 150000000 equity shares of C1 each.

On April 3, 2023 the Board of Directors approved issuance of 30,00,000 equity shares of face value of C10/- each on preferential basis, at an issue price of C450 each, which was approved by the shareholders on May 5, 2023.

Upon receipt of in-principle approval dated June 26, 2023 from BSE Limited the Company on on July 10, 2023 allotted 30,00,000 equity shares on preferential basis, at an issue price of C450/- each. Pursuant to the said allotment, the paid-up share capital of the Company increased to C4,00,00,000/- comprising 40,00,000 equity shares of face value C10/- each.

Further, on September 23, 2023 the Board of Directors approved issuance of 1,577,000 equity shares and 723,000 fully convertible warrants on preferential basis to persons belonging to "NonPromoter" Category, at an issue price of C5,000 each, which was approved by the shareholders on October 24, 2023.

Upon receipt of in-principle approval dated November 20, 2023 from BSE Limited, on November 28, 2023 1,577,000 equity shares and 723,000 fully convertible warrants were allotted on preferential basis to "Non-Promoter" category, at an issue price of C5,000 each. Pursuant to the said allotment of equity shares, the paid-up share capital of the Company increased to C55,770,000 comprising 5,577,000 equity shares of face value C10 each.

During the financial year under review, the face value of Equity Shares of the Company was sub-divided from 1 (One) Equity Share of nominal value of C10/- (Rupees Ten) each fully paid-up into 10 (Ten) Equity Shares of nominal value of C1/- (Rupee One) each fully paid-up pursuant to the approval granted by the shareholders on February 9, 2024. Consequently, the number of shares of the Company increased to 5,57,70,000 equity shares of face value C1/- each.

During the financial year under review, the Company issued Bonus Equity Shares in the ratio of 1:1 i.e., 1 (One) Equity Shares for every 1 (One) Equity Shares having a face value of C1/- (considering the post sub-division of face value of equity shares) pursuant to the approval granted by the shareholders on February 9, 2024. As a result, the paid-up share capital of the Company increased to C 11,15,40,000 comprising 11,15,40,000 equity shares of face value C1/- each.

As on March 31, 2024 there were 7,23,000 outstanding warrants which are convertible into 1,44,60,000 (in the ratio 20:1) equity shares of face value of C1/- each.

The Company has neither issued shares with differential voting rights nor has issued any sweat equity shares.

12. Corporate Governance

As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year (March 31,2023). Therefore, the Company is not falling under aforesaid applicability criteria, prescribed in the Listing regulations and is not required to prepare and attach the report on Corporate Governance and Certificate from the Company''s auditors/practicing company secretary regarding compliance of condition of Corporate Governance with this Annual Report.

13. Board of Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Articles of Association of the Company, Shri Shivkumar Niranjanlal Bansal will retire at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for reappointment.

The Company has a balanced and diverse mix of Executive and Non-Executive Directors and the composition is in conformity with requirements under the Companies Act, 2013 ("the Act") and the Listing Regulations.

During the year under review, the Board met Eight times i.e. on 3rd April 2023, 17th April 2023, 10th July 2023, 23rd September 2023, 3rd October 2023, 12th October 2023, 8th January 2024 and 10th February 2024.

As on March 31, 2024, the Board of Directors comprised 4 (Four) directors of which 1 (One) is Executive Directors and 3 (Three) are Nonexecutive Directors. Out of 3 (Three) Non-executive Directors, 2 (Two) are Independent Directors. Details are as given hereunder:
Name of Director	Category	No. of Board Meetings attended during FY 2023-24	Attendance in last AGM No. of shares held on 9 September, 2023 held
AShri Shivkumar Niranjanlal Bansal (DIN: 09736916)	ED	8	Yes -
*Mrs Khushboo Singhal (DIN: 01158825)	ED	3	No -
>Shri Gaurank Singhal (DlN: 09081559)	NED	1	NA
	NED	2	NA -
Shri Prakash Kumar Singh (DIN: 06398868)	ID	8	Yes -
Shri Arihant Chopra (DIN: 09436637)	ID	8	Yes -
#Ms. Neeru Abrol (DIN: 01279485)	ID	NA	NA -
#Shri Dukhabandhu Rath (DIN: 08965826)	ID	NA	NA -

NED= Non-Executive Director, ID= Independent Director and ED= Executive Director

# The Board of Directors, upon recommendations of Nomination and Remuneration Committee, appointed Shri Dukhabandhu Rath (DIN: 08965826) and Ms Neeru Abrol (DIN: 01279485) as Additional Independent Directors on the Board of the Company w.e.f. April 16, 2024, subject to approval of members of the Company at the general meeting/ postal ballot.

^AShri Shivkumar Niranjanlal Bansal (DIN: 09736916) was appointed as Whole-time Director, designated as Joint MD of the Company w.e.f. 3^rd April, 2023 for a period of three years and the requisite resolution in this regard was passed by the Shareholders on 5^th May, 2023 through Postal Ballot (through remote e-voting only).

rd October, 2023 and the requisite resolution in this regard was passed by the Shareholders on February 9, 2024 through Postal Ballot (through remote e-voting only).

>Shri Gaurank Singhal (DlN: 09081559) resigned from the position of Non-Executive Director of the Company w.e.f. April 3, 2023 due to his personal preoccupations. The Board places on record its appreciation and gratitude for the contributions made by him during his tenure.

*Ms Khushboo Singhal (DlN: 09420048) was re-designated as Non-Executive Director w.e.f. April 3, 2023. She resigned from the position of Directorship w.e.f. October 3, 2023 citing personal pre-occupations and the recent changes within the Company, specifically the successful takeover activity that had led to a transition in the management. The Board places on record its appreciation and gratitude for the contributions made by her during her tenure.

During the year under review, Shri Sanjay Kumar was appointed as Chief Financial Officer (KMP), of the Company w.e.f. September 23, 2023 as Ms. Somya Gupta had resigned from the position of Chief Financial Officer (KMP), of the Company w.e.f. September 23, 2023.

Further, Shri Suraj Kumar was appointed as Chief Financial Officer (KMP), of the Company w.e.f. March 1, 2024 as Shri Sanjay Kumar had resigned from the position of Chief Financial Officer (KMP), of the Company w.e.f. February 28, 2024.

During the year under review, Shri Sachin Kumar was appointed as Company Secretary, of the Company w.e.f. April 3, 2023 consequent upon the resignation of Ms. Richa Srivastava from the position of Company Secretary, of the Company w.e.f. April 3, 2023.

Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed validity of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.

Independent Directors of the Company are required to comply with the requirements of the "Code of Conduct for the Board members and Senior Management Personnel", "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" and the Code for Independent directors (Schedule IV of Companies Act, 2013).

The appointment of Independent Directors is in accordance with the provisions of the Companies Act, 2013 and the Securities

and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and they fulfill the conditions specified in the Listing Regulations and are independent of the management of the Company.

A formal letter of appointment to Independent Directors as provided in Act has been issued and the draft of the same is available in Investors Relations section on website of the Company viz. www. sgmart.co.in .

13.1 Familiarization Programme for Independent Directors

In accordance with the provisions of Regulation 25(7) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, as amended from time to time ("Listing Regulations"), the Company has been conducting various familiarization programmes for Independent Directors. The details of such familiarization programmes for Independent Directors have been disclosed on the website of the Company, the web link for which is https://sgmart. co.in/wp-content/uploads/2023/12/Familiarisation-Programme. pdf.

13.2 Board Skills, Expertise or Competence

The Board of Directors possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales & marketing, operations, research, corporate governance, education, community service or other disciplines.

Names of directors having the above skills, expertise and competence:
Skill/expertise/competence	Names(s) of directors having the respective skill/ expertise/ competence
Finance	Ms. Neeru Abrol, Shri Arihant Chopra and Shri Dukhabandhu Rath
Law	Shri Arihant Chopra and Ms. Neeru Abrol
Sales & Marketing	Shri Shivkumar Niranjanlal Bansal, Shri Prakash Kumar Singh and Mrs. Meenakshi Gupta
Operations	Shri Shivkumar Niranjanlal Bansal and Shri Prakash Kumar Singh
Research	Shri Arihant Chopra and Shri Prakash Kumar Singh
Corporate Governance	Shri Shivkumar Niranjanlal Bansal, Shri Arihant Chopra, Shri Prakash Kumar Singh, Shri Dukhabandhu Rath, Ms. Neeru Abrol and Mrs. Meenakshi Gupta
Education	Shri Dukhabandhu Rath, Ms. Neeru Abrol and Shri Arihant Chopra
Community Service	Mrs. Meenakshi Gupta and Ms. Neeru Abrol

13.3 Performance Evaluation

The Board of Directors has made formal annual evaluation of its own performance, and that of its committees and Individual Directors pursuant to the provisions of the Companies Act, 2013.

Performance of the Board was evaluated after seeking inputs from all the Directors on the basis of the criteria such as adequacy of its composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as composition of committees, terms of reference of committees, effectiveness of the committee meetings, participation of the members of the committee in the meetings, etc.

The Board also carried out evaluation of the performance of Individual Directors on the basis of criteria such as attendance and effective participation and contributions at the meetings of the Board and its committees, exercise of his/her duties with due and reasonable care, skill and diligence, etc. Further the independent directors evaluated the performance of all non-independent directors and executive and non-executive Directors.

In accordance with the provisions of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on January 8, 2024. Shri Prakash Kumar Singh was unanimously elected as Chairman of the meeting and all the Independent Directors were present at the said Meeting.

After such evaluation, the Board expressed its satisfaction over its own performance and that of its committees and the Directors.

14. Committees of the Board

The Company has over the years maintained the highest standards of corporate governance processes and has had the foresight to set up corporate governance practices in line with the requirements of Companies Act, 2013 and listing Regulations, as applicable.

The constitution, terms of reference and the functioning of the existing Committees of the Board is explained hereunder. Each Committee demonstrates the highest level of governance standards and has the requisite expertise to handle issues relevant to its field. These Committees spend considerable time and provide focused attention to various issues placed before them and the guidance provided by these Committees lend immense value and support, thus enhancing the quality of the decision-making process of the Board. The Board reviews the functioning of these Committees from time to time.

The recommendations of the Committees are submitted to the Board for approval. During the year, all the recommendations of the Committees were accepted by the Board.

The Company had constituted 3 (Three) main committees i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

Further on April 16, 2024 Company had constituted two more committees i.e. Corporate Social Responsibility Committee and Risk Management Committee.

14.1 Audit Committee

The Audit Committee has been formed as per Section 177 of the Companies Act, 2013. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Section 177 of the Companies Act, 2013, as applicable, besides other terms as referred to by the Board of Directors.

The Audit Committee, inter-alia, oversees the financial reporting besides reviewing the quarterly, half-yearly, annual financial results of the Company, the Company''s financial and risk management policies and the internal control systems, internal audit systems, etc. through discussions with internal/external auditors and management.

Following are the key roles of the Audit Committee:

a. Reviewing with the Management the financial statements and auditors'' report before submission to the Board:

b. Recommendation to the Board regarding appointment, remuneration and terms of appointment of auditors of the company.

c. To review and monitor the auditor''s independence and performance, and effectiveness of audit process;

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

e. Review with the management, the statement of uses / application of funds.

f. Approval or any subsequent modification of transactions with related parties of the Company.

g. changes, if any, in accounting policies and practices and reasons for the same;

h. scrutiny of inter-corporate loans and investments;

i. discussion with internal auditors of any significant findings and follow up there on;

During the year under review, 8 (Eight) meetings of the Audit Committee of the Board were held.

The composition of the Audit Committee as on March 31, 2024 and the meetings attended by its members are as under:
S. No	Name of Director	Status	Category	No. of meetings attended
1	Shri Prakash Kumar Singh	Chairperson	Non-Executive Independent Director	8
2	Shri Arihant Chopra	Member	Non-Executive Independent Director	8
3	Mrs Meenakshi Gupta	Member	Non-Executive Director	3

Date of the meetings and the number of the Members attended are:
S. No	Dates of meetings	No. of Members attended
1	April 3, 2023	3
2	April 17, 2023	3
3	July 10, 2023	2
4	September 23, 2023	2
5	October 12, 2023	2
6	November 13, 2023	3
7	January 8, 2024	3
8	February 10, 2024	3

The Committee Meetings were attended by the Chief Financial Officer, the Company Secretary and the representatives of Statutory Auditors.

14.2 Nomination and Remuneration Committee (NRC)

The Nomination and Remuneration Committee is instrumental in identifying persons qualified to become Directors or be part of senior management in accordance with the criteria laid down by the Board, to carry out evaluation of every Director''s performance, to recommend to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees and Board Diversity etc. The powers, role and terms of reference

of the Nomination and Remuneration Committee covers the areas as contemplated under Section 178 of the Companies Act, 2013, besides other terms as referred by the Board of Directors. Pursuant to the terms of reference, the said Committee deals with matter of the appointment / reappointment of Directors and their remuneration etc. and submits its recommendations to the Board for approval.

Following are the key roles of the Nomination and Remuneration Committee:

a. Identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director and recommend to the Board his / her appointment.

b. Formulate the criteria for evaluation of performance of the Independent Directors and the Board of Directors.

c. Recommend to the Board, all remuneration, in whatever form, payable to senior management.

d. Recommend to the Board on the appointment and the terms & conditions of appointment of Managing Director(s) and the Whole-time Director(s);

e. devising a policy on diversity of board of directors;

During the year, 6(Six) meetings of the Nomination and

Remuneration Committee were held.

The composition of the Nomination and Remuneration Committee as on March 31, 2024 and the particulars of attendance of members were as under:
S. No	Name of Director	Status	Category	No. of meetings attended
1	Shri Prakash Kumar Singh	Chairperson	Non-Executive Independent Director	8
2	Shri Arihant Chopra	Member	Non-Executive Independent Director	8
3	Mrs Meenakshi Gupta	Member	Non-Executive Director	2
Dates of the meetings and the number of the Members attended are:
S. No	Dates of meetings		No. of Members attended
1	April 3, 2023			3
2	July 10, 2023			2
3	September 23, 2023			2
4	October 3, 2023			2
5	January 8, 2024			3
6	February 10, 2024			3
Shri Sachin Kumar, Company Secreta		ry acts as the Secretai	Â¦y to the Committee.

14.2.1 Nomination and Remuneration Policy

The Company has in place Nomination & Remuneration Policy. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board ofDirectors ofthe Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under subsection (3) of Section 178 of the Act (including any statutory modification(s) or reenactments) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual Directors including the chairperson and the Independent Directors. The Policy encourages

the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent.

The Policy is available on the website of the Company at https:// sgmart.co.in/investor-relations/# During the financial year, no changes were made in the Policy.

14.3 Stakeholders Relationship Committee

In compliance with the provisions of Section 178 of Act, the Company has a Stakeholders'' Relationship Committee of the Board.

During the year, one meeting of the Stakeholders Relationship committee was held.

The composition of the Stakeholders Relationship Committee as on March 31, 2024 is as under:
S. No	Name of Director	Status	Category No. of meetings attended
1	Shri Prakash Kumar Singh	Chairperson	Non-Executive Independent Director 1
2	Shri Arihant Chopra	Member	Non-Executive Independent Director 1
3	Mrs Meenakshi Gupta	Member	Non-Executive Director 1
Dates of the meetings and the number of the Members attended are:
S. No		Dates of meetings	No. of Members attended
1		January 8, 2024	3
Shri Sachin Kumar, Company Secrets		iry acts as the Secretan	to the Committee.

Terms of Reference- The Stakeholders Relationship Committee shall, interalia, consider and resolve the grievance of various security holders of the Company including complaints/ requests related to transfer of shares. It shall specifically look into the redressal of stakeholders/ investors complaints in a timely and proper manner.

The role of the Stakeholder Relationship Committee is:

a. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, nonreceipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

b. Review of measures taken for effective exercise of voting rights by shareholders.

c. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the company.

Nil complaint was received from the shareholders'' during the year under review. As on March 31, 2024, no investor grievance was pending to be resolved.

14.4 Corporate Social Responsibility (CSR) Committee:

The Company has not implemented any Corporate Social Responsibility initiative as the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company and consequently, the reporting requirements thereunder do not at present apply to your Company.

However, on April 16, 2024 the Board of Directors of the Company has constituted Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 and Corporate Social Responsibility (CSR) Rules, 2014. (as amended from time to time).

The role and responsibilities of the CSR Committee includes the following:

a. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be

undertaken by the company as specified in Schedule VII of the Companies Act 2013;

b. To recommend the amount of expenditure to be incurred on the activities referred to in clause (a) in a financial year;

c. To monitor this Policy from time to time.

d. Any other matter/thing as may be considered expedient by the members in furtherance of and to comply with the CSR Policy of the Company.

14.5 Risk Management

The Company has approved Risk Management Policy and constituted a Risk Management Committee on April 16, 2024 as required under SEBI Listing Regulations. The Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management.

The role of Risk Management Committee includes:

a. To formulate a detailed risk management policy

b. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

c. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

d. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

This Policy is available on the website of the Company and the weblink for the same is https://sgmart.co.in/investor-relations/ .

During the financial year 2023-24, attendance of Directors/ Members of the Committees in Board/Committee meetings includes participation through Video Conferencing or Other Audio Visual Means. The Company Secretary acts as the Secretary of all the Committees of the Board

15. Remuneration to the Directors

Non- Executive Directors:

The Non-Executive Directors are paid remuneration by way of Sitting Fees for each Meeting of the Board or Committee of Directors attended by them. However, the sitting fees are subject to ceiling/limits as provided under the Act and rules made thereunder or any other enactment for the time being in force. The total amount of sitting fees paid to Non-Executive Directors during the Financial Year 2023-24 was C0.04 Crore. The details of the remuneration of Directors during the financial year 2023-24 are given below:

S. No.	Particulars of Remuneration Name of Directors	Total Amount (H crore)
1	Independent Directors Shri Prakash Kumar Singh Shri Arihant Chopra
	â¢ Fee for attending Board/ Commit- 0.03 0.01 tee Meetings	0.04
	â¢ Commission/ Others - -	-
	Total (1) 0.03 0.01	0.04
2	Other Non - Executive Directors Shri Gaurank Singhal Ms Khushboo Mrs. Meenakshi Singhal Gupta
	â¢ Fee for attending Board /Commit- - - -tee Meetings	-
	â¢ Commission/ Others - - -	-
	Total (2) ...	.
Apart from the sitting fees and reimbursement of expenses, there were no other pecuniary relationship or transactions of the non-executive directors vis-a-vis the Company.
Executive Director:
The terms of remuneration of Joint Managing Director/Executive Director/Whole-time Director is approved by the Shareholders of the Company. The details of remuneration paid to the WTD/ED/Joint Managing Director in the financial year 2023-24 are as under:
		(H in crores)
S. No.	Particulars of Remuneration Shri Shivkumar Ms. Khushboo Niranjanlal Bansal Singhal	Total
1.	Gross salary 1.20 -	1.20
	(a)Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961.	-
	(b)Value of perquisites u/s17(2) Income -tax Act,1961 - -	-
	(c)Profits in lieu of salary under section 17(3)Income- tax Act, 1961 - -	-
2.	Commission - -	-
3.	Stock Option - -	-
4.	Others, please specify - -	-
	Total 1.20 -	1.20
Service contracts, notice period, severance fee

The Executive Director(s) are generally appointed for a period of five/three years. There is no severance fee or notice period for the Executive Director(s).

The contracts with the Executive Directors may be terminated by either party giving the other party requisite notice or the Company paying requisite salary in lieu thereof as mutually agreed.

15.1 Particulars of Remuneration

Disclosure of ratio of the remuneration of the Executive Directors to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as Annexure ''C''. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary. The said information is available for inspection at the corporate office of the Company during working days of the Company up to the date of the ensuing annual general meeting.

16. Annual General Meetings The details of last three Annual General Meetings are as under:
Financial Year	Venue	Date and Time	Special Resolution Passed
2022-23	Through Video Conferencing (VC)/ Other Audio Visual Means (OAVM)	September 30, 2023 1:00 P.M.	1. Approval for change of name of the Company and consequential amendment to Memorandum and Articles of Association of the Company 2. Approval of Kintech Renewables Limited Employees Stock Option Scheme - 2023 ("Scheme")
2021-22	Through Video Conferencing (VC)/ Other Audio Visual Means (OAVM)	September 29, 2022 11:00 A.M	No special resolution was there in the Notice
2020-21	Through Video Conferencing (VC)/ Other Audio Visual Means (OAVM)	September 28, 2021 11:00 A.M	No special resolution was there in the Notice

17. Disclosures

a) Related Party Disclosure:

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business, on arm''s length pricing basis and not material in nature.

Besides this, the Company had no material significant transaction with the related parties viz. promoters, directors of the Company, their relatives, subsidiary of the Company, person or entity belonging to the promoter/promoter group etc. that may have a potential conflict with the interest of the Company at large

The Company has also formulated a policy on dealing with Materiality of Related Party Transactions. This Policy is available on the website of the Company and the weblink for the same is https:// sgmart.co.in/investor-relations/ .

Suitable disclosure as required by the Indian Accounting Standard (IND-AS) 24 has been made in the Note no. 34 to the Financial Statements.

b) Management discussion and analysis report

Management discussion and analysis report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in a separate section forming part of the Annual Report.

c) Business responsibility and sustainability report

Business Responsibility and sustainability Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in a separate section forming part of the Annual Report.

d) Adoption of discretionary requirements specified in Part E of Schedule II of the Listing Regulations:

In addition to the compliance with mandatory requirements, the Company has also adopted and complied with the following non-mandatory requirements in terms of the SEBI Listing Regulations:

(a) The Company''s financial statements are with unmodified audit opinion. A declaration to this effect, duly signed by the Chief Financial Officer has also been furnished. There are no audit qualifications for the financial year 2023-24

(b) The internal auditors submit their report directly to the Audit Committee of the Board.

e) Detail of non-compliance, penalties, strictures imposed on the Company by the Stock Exchanges, SEBI or any Statutory Authority on any matters related to Capital Markets:

The Company has complied with all the requirements of the Listing Agreement with the Stock Exchanges as well as regulations and guidelines of SEBI. No penalties or strictures were imposed by SEBI, Stock Exchanges or any statutory authority on matters relating to Capital Markets during the last three years.

f) Prevention of Sexual Harassment of Women at Workplace:

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act and an Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During the period under review, Company did not receive any complaint relating to sexual harassment.

Particular	Remark
Number of Complaints filed during the financial year	0
Number of complaints disposed of during the financial year	0
Number of complaints pending as on end of the financial year	0

g) Vigil Mechanism / Whistle Blower policy:

In compliance with provisions of Section 177 (9) of the Companies Act, 2013 the Company has framed a Vigil Mechanism / Whistle Blower Policy and the same has also been placed on the website of the Company. None of the employees of the Company has been denied access to the Chairman of the Audit Committee.

This Policy is available on the website of the Company and the weblink for the same is https://sgmart.co.in/investor-relations/

h) Subsidiary Companies:

The financial statements, in particular, the investments made by the unlisted subsidiary company are reviewed by the Audit Committee of the Company.

i) Disclosures with respect to demat suspense account/ unclaimed suspense account

There were no shares in the demat suspense account or unclaimed suspense account during the financial year 2023-24.

j) Disclosure on loans and advances:

The Company has not provided any loans and advances in the nature of loans to firms/ companies in which the directors are interested during the financial year 2023-24, except as disclosed in the financial statement.

18. Means of communication:

i. Publication of quarterly/half yearly/nine monthly/annual results:

Quarterly/ half yearly/ nine monthly and annual financial results are normally published in Financial express and Jansatta etc. and are promptly furnished to the Stock Exchange. The results are also displayed on the web-site of the Company www.sgmart. co.in.

The quarterly results, shareholding pattern, quarterly compliances and all other corporate communication to BSE

Limited (BSE) are filed electronically. The Company has complied with filing submissions through BSE Listing Centre.

A separate dedicated section under "Investors Relations", on the Company''s website gives information on unclaimed dividends, shareholding pattern, quarterly/half yearly results and other relevant information of interest to the investors / public.

ii. Press release:

To provide information to investors, quarterly production figures and other press releases are sent to the stock exchanges as well as are displayed on the Company''s website i.e. https://sgmart. co.in/investor-relations/disclosures-regulation-30/ before it is release to the media.

iii. Presentations to analysts:

Four presentations were made to analysts/investors during the financial year 2023-24. The same are available on the Company''s website i.e. https://sgmart.co.in/investor-relations/disclosures-regulation-30/ . The presentations broadly covered operational and financial performance of the Company and industry outlook.

19. General Shareholders'' Information:19.1 Share transfer system

The Company has a Board-level Stakeholders'' Relationship Committee to redress investors'' complaints and the status on complaints and share transfers is regularly reported to the Board.

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 08, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018 requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 01, 2019 unless the securities are held in dematerialized form with the depositories. Further, SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/8 dated January 25, 2022, mandated all listed companies to issue securities in dematerialized form only, while processing the service request of issue of duplicate securities certificate, claim from Unclaimed Suspense Account, renewal/ exchange of securities certificate, endorsement, sub-division/splitting of securities certificate, consolidation of securities certificates/ folios, transmission and transposition.

In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form.

Demat/Remat and related operations for SG Mart Limited are also handled by M/s MCS Share Transfer Agent Limited.

19.2 Unclaimed Dividends:

Pursuant to provisions of Section 125 of the Companies Act, 2013 the dividends which have remained unpaid / unclaimed for a period of seven years from the date of transfer the unpaid dividend amount is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The status of remaining unclaimed dividend is given hereunder:
Financial year	Dividend Per Share (D)	Unclaimed Dividend amount as on March 31, 2024	Date of Declaration	Due date for transfer to IEPF
2016-2017 (Final Dividend)	1.00	13,780	September 20, 2017	October 27, 2024
2017-2018 (Final Dividend)	1.00	11,230	September 18, 2018	October 25, 2025
2018-2019 (Final Dividend)	1.00	3,350	September 24, 2019	October 31,2026
2019-2020 (Interim Dividend)	1.00	3,850	March 2, 2020	April 8, 2027
2020-2021 (Final Dividend)	1.00	3,729	September 28, 2021	November 4, 2028

Name, designation and address of Compliance Officer and Nodal officer:

Mr. Sachin Kumar

Company Secretary SG Mart Limited

Registered Office: H No. 37, Ground Floor, Hargovind Enclave, Vikas Marg, East Delhi, Delhi-110092 Corporate Office:- A-127, Sector-136, Gautam Buddha Nagar, Noida, Uttar Pradesh-201305 Telephone: 9205556113 Email: [email protected]

19.3 Dematerialization of shares

The Company''s shares are compulsorily traded in dematerialized form and are available for trading on both the Depositories in India -National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on March 31, 2024 99.97% of the Company''s total Equity Shares representing 11,15,10,000 shares were held in dematerialized form and 30,000 shares representing 0.03% of paid-up share capital were held in physical form.

19.4 Outstanding ADRs/ GDRs

There were no outstanding GDRs/ ADRs, as on March 31,2024.

19.5 Warrants and other convertible instruments:
723000 warrants convertible into 1,44,60,000 equity shares of face value C1/- each were outstanding for conversion as on March 31,2024.
19.6 Investors Correspondence can be made on Registered Office of the Company as given under:	SG Mart Limited CIN: L46102DL1985PLC426661 37, Hargobind Enclave, Vikas Marg, Delhi - 110092. Phone: 011- 22373437 Mail: [email protected]
19.7 Registrar and Share Transfer Agent:	M/s. MCS Share Transfer Agent Limited 101, Shatdal Complex, Opp: Bata Show Room, Ashram Road, Ahmedabad-380009 Phone: (079)26580461 / 62 / 63, Fax: 011-2721 5530 Mail: [email protected]
19.8 Stock Exchange:	BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai, Maharashtra - 400 001 Phone: 91 22 2272 1233, Fax: 91 22 2272 1919 Website: www.bseindia.com
19.9 Depositories:	National Securities Depository Limited Central Depository Services (India) Limited Trade World, A Wing, 4th & 5th Floors, Kamala Phiroze Jeejeebhoy Towers, 17th Floor, Dalal Mills Compound, Lower Parel, Street, Mumbai, Maharashtra - 400 001 Mumbai, Maharashtra - 400 013 Phone: 91 22 2272 3333; Phone: 91 22 2499 4200; Toll free: 1800-200-5533 Fax: 91 22 2497 6351 Fax: 91 22 2272 3199 E-mail: [email protected] E-mail: [email protected] Website: www.nsdl.co.in Website: www.cdslindia.com

19.10 Financial Year

The Company''s current financial year comprises of 12 months period from April 1 to March 31.

20. Code of Conduct:

The Board of Directors has laid down a Code of Conduct for all Board members and senior management personnel which is available on the website of the Company i.e. www.sgmart.co.in .

21. Code for prevention of insider trading:

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has adopted (i) the code of practices and procedures for fair disclosure of unpublished price sensitive information and (ii) the code of conduct to regulate, monitor and report trading by insiders, in terms of the said Regulations.

22. Disclosure in accordance with Regulation 30A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

No such agreements as specified under clause 5A to para A of part A of schedule II, are required to be disclosed in accordance with Regulation 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in the FY 2023-2024.

23. Discretionary Disclosures:

The status of compliance with non-mandatory recommendations of the Listing Regulations is as follows:

1. Shareholders'' Rights: As the quarterly and half yearly financial results are published in the newspapers and are also posted on the Company''s website, the same are not being sent separately to the shareholders.

2. Audit Qualifications: The Company''s financial statements for the year 2023-24 do not contain any audit qualification.

3. Reporting of Internal Auditor: The Internal Auditors of the Company directly report to Chairperson of the Audit Committee.

24. Directors'' Responsibility Statement

Pursuant to provisions of Section 134 sub-section 3(c) and subsection 5 of the Companies Act, 2013, your Directors to the best of their knowledge hereby state and confirm that:

a. In the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanations relating to material departures.

b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as at March 31, 2024 and of the Company''s profit for the year ended on that date.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual financial statements have been prepared on a going concern basis.

e. The internal financial controls are laid down to be followed that and such internal financial controls are adequate and are operating effectively.

f. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

25. Employee Stock Option Scheme

During FY2023-24, Company launched "Kintech Renewables Limited Employee Stock Option Scheme, 2023" (ESOP-2023) with the approval of the members. Listing approval for the issue of shares under the scheme was also obtained from BSE Limited.

The scheme is in compliance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021.

The Certificate from the Secretarial Auditors of the Company certifying that the ESOP-2023 is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members, would be placed at the Annual General Meeting for inspection by Members.

During the Financial Year 2023-24 the Company did not grant any Stock Options under the Scheme. However subsequent to the close of the financial year, 300500 options were granted on April 16, 2024 by the Nomination and Remuneration Committee.

A statement giving complete details under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31,2024 is available on the website of the Company at www.sgmart.co.in. There is no material change in the said scheme during the year.

26. Particulars of Loans, Guarantees or Investments Under Section 186

In terms of Section 186 of the Companies Act, 2013 and rules framed thereunder, details of Loans, Guarantees given and Investments made have been disclosed in the Notes to the financial statements for the year ended March 31,2024.

27. Energy conservation, technology absorption and foreign exchange earnings and outgo:

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as Annexure ''D'', forming part of this Report.

28. Compliance with Secretarial Standards on Board and Annual General Meetings

During the period under review, the Company has duly complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

29. Green Initiative

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email address is available with Company. Your Company would encourage other Members also to register themselves for receiving Annual Report in the electronic Report form.

30. Other Disclosures and Reporting

1. Change in the nature of business of the Company-The

Company has altered its Object Clause of the Memorandum of Association and add clause 3 and 4 related to the business of trading of Building Material Products etc. and now the Company is fully engaged in the said activity.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise-During the Financial Year under review, the Company has not issued shares with differential voting rights as to dividend, voting or otherwise.

3. Any remuneration or commission received by Joint Managing Director of the Company, from any of its

subsidiary-There is no disclosure required as to receipt of remuneration or commission by the Managing Director(s) / Whole Time Director(s) from a subsidiary of the Company.

4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme-None

5. Significant or material orders passed by the regulators or courts or tribunal which impacts the going concern status and company''s operations in future-There have been no any other significant and material orders passed by Regulators or Courts or Tribunals impacting the going concern status and the future operations of the Company.

6. Material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report-

None

7. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year-There were no application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code, 2016, nor the Company has done any one time settlement with any Bank or Financial institutions.

8. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof-Not Applicable

9. Change in Registered office of the Company: The registered office of the Company was changed from the state of Gujarat to NCT of Delhi, upon receipt of the approval from the office of Regional Director (North-Western Region), Ministry of Corporate Affairs, Ahmedabad vide its letter RD/(NWR)Section13/91/2023/ SRN AA4503043/3663 dated December 20, 2023.

10. Change in Name of the Company-The Board of Directors in its meeting held on July 10, 2023, proposed change in name of the Company to âSG Mart Limited", which was subject to the approval of the Registrar of Companies, BSE Limited and the shareholders of the Company.

Company received the approval letter from ROC for change in name of the Company from Kintech Renewables Limited to SG Mart Limited on October 6, 2023 and the name was subsequently also approved by BSE Limited.

11. Change in management and control of Company- The Board of Directors in their meeting held on April 3, 2023 had approved preferential issue of 22,50,000 equity shares to Mr. Dhruv Gupta.

Mrs. Meenakshi Gupta had entered into a Share Purchase Agreement (''SPA'') dated April 03, 2023 with the existing member of promoter and promoter group of the Company, to acquire 7,50,000 Fully Paid-up Equity Shares.

The preferential issue and SPA triggered the requirement to make an open offer under Regulation 3(1) and Regulation 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Upon completion of open offer on September 26, 2023, the SPA got executed and thereafter Mrs. Meenakshi Gupta and Mr. Dhruv Gupta was reclassified as the Promoters of the Company.

31. Appreciation

Yours Directors take this opportunity to express their appreciation for the co-operation received from the customers, vendors, bankers, stock exchanges, depositories, auditors, legal advisors, consultants, stakeholders, business associates, Government of India, State Governments, Regulators and local bodies during the period under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by the employees of the Company.

Mar 31, 2023

BOARD''S REPORT

To the members of
Kintech Renewables Limited,

Your Directors are pleased to present the 38^th Annual Report on the business and operations of your Company
along with the Audited Financial Statement for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE:

The Company''s financial performance for the year under review along with the previous year''s figures is given
hereunder:

Particulars	FY 2022-23	FY 2021-22
Revenue from Operations	155.88	3.74
Add : Other income	102.47	57.86
Total revenue	258.35	61.60
Operating expenses	231.64	20.30
EBITDA	26.71	41.30
Less : Finance cost	-	0.43
Less : Depreciation and amortization	0.02	0.02
Profit before tax (PBT)	26.69	40.85
Less : Tax expense	6.98	10.78
Profit after tax for the year (PAT)	19.71	30.07

The Company''s gross revenue in financial year 2022-23 increased significantly by 319% from ^61.60 lakhs to
^258.35 lakhs. The EBITDA decreased by 35% from ^41.30 lakhs to ^26.71 lakhs for the year under review. The
net profit of the Company also decreased by 34% from ^30.07 lakhs to ^19.71 lakhs during the year under review.

DIVIDEND

In order to augment the resources, the Board of Directors has deemed it prudent not to recommend dividend to
the shareholders of the Company for the year ended March 31, 2023.

TRANSFER TO RESERVES

The Board of Directors of your Company, has decided not to transfer any amount to the Reserves for the year
under review.

OVERVIEW

India displayed resilience in an otherwise dull economic environment registering strong GDP growth. This growth
was underpinned by Government thrust on capital expenditure and robust private consumption.

While inflation remained elevated throughout the year, RBI''s interventions helped scale inflation below the upper
tolerance levels towards the close of the fiscal. Despite a dismal global economic environment, India recorded its
highest export numbers. The Government''s revenue collection also scaled new heights.

Optimism in India soared with the announcement of the Union Budget 2023-24, which allocated a massive amount
to world-class infrastructure creation, the benefit of which is expected to cascade to multiple sectors.

India is likely to retain its spot among the fastest-growing major economies in the world in FY24, although
estimates suggest a dip in GDP. This conservative assessment is due to global risks that could impact India''s
progressive journey.

BUSINESS PERFORMANCE

Your Company was an Independent Power Producer Company engaged in the business of power generation,
electric power, light and supply and to generate and accumulate electric power and renewable energy i.e. wind,
solar. Further, the company is also Engineering, Procurement and Construction (EPC) Company which is in the
business of turnkey wind / solar power solutions like wind farm / solar rooftop development, wind power
generation and wind turbine installation and maintenance services.

However, post closure of the financial year your Company had altered its main objects and diversify the business
activity into trading and initiated activities relating to B2B trading of building material products. The Company was
also in the process of appointing channel partners to penetrate the construction sector.

Branding initiatives continued throughout the year through social media campaigns and other electronic media to
enhance product and brand visibility.

PROSPECTS

Resurgence in the real estate sector provides considerable promise for improved business performance. Further
reduced inflationary pressures and stability in input prices suggest improved profitability going forward. The
Company''s focus on strengthening its presence further in the building products segment should improve margins.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls within the meaning of Section 134(5)(e) of the
Companies Act, 2013 (the "Act"). For the financial year ended March 31, 2023, the Board is of the opinion that
the Company had sound Internal Financial Controls commensurate with the size and nature of its operations and
are operating effectively and no reportable material weakness was observed in the system during the year.

Based on annual Internal Audit programme as approved by Audit Committee of the Board, regular internal audits
are conducted covering all offices and key areas of the business. Findings are placed before Audit Committee,
which reviews and discusses the actions taken with the management. The Audit Committee also reviews the
effectiveness of Company''s internal controls and regularly monitors implementation of audit recommendations.

There are existing internal policies and procedures for ensuring the orderly and efficient conduct of business,
including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of reliable financial
disclosures.

ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Act, the Annual Return as required under Section 92
of the Act for the financial year 2022-23, is available on the Company''s website at https://kintechrenewables.com.

SUBSIDIARIES COMPANIES, JOINT VENTURES AND ASSOCIATES

During the year under review, the Company had no subsidiary, joint venture(s) or associate(s) companies. Hence,
disclosure in form AOC-1 is not applicable to the Company.

DEPOSITS

Your Company has neither accepted nor renewed any public deposits within the meaning of Section 73 of the Act
read with Companies (Acceptance of Deposits) Rules, 2014, during the year under report.

LISTING OF SHARES AND LISTING FEES

The equity shares of the Company are listed on BSE Limited vide Scrip Code 512329. The Company confirms that
it has paid the annual listing fees for the Financial Year 2023-24 to BSE Limited, Mumbai.

SHARE CAPITAL

As on March 31, 2023, the authorized share capital of the Company stood at ^6,00,00,000/- (Rupees Six Crore
only) divided into 60,00,000 (Sixty Lakh) equity shares of ^10/- (Rupees Ten only) each.

The paid up Equity Share capital of the Company as on March 31, 2023 was ^1,00,00,000/- (Rupees One Crore
Only) divided into 10,00,000 (Ten Lakh Only) equity shares of ^10/- (Rupees Ten only) each.

Post closure to the year under review, the Company had allotted 30,00,000 (Thirty Lakh) equity shares on
preferential basis, on July 10, 2023, to persons belonging to ''Non-Promoter category'' of face value of Rs. 10/-
each at an issue price of Rs. 450/- per equity share aggregating upto Rs. 135,00,00,000/- (Rupees One Hundred
Thirty Five Crore Only) in accordance with provisions of Chapter V of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018.

Consequent to the said allotment, the Paid-up Equity Share Capital of the Company stand increased to Rs.
4,00,00,000 (Four Crore Only) divided into 40,00,000 (Forty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only)

each.

The Company has neither issued shares with differential voting rights nor has issued any sweat equity shares.
DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the
Company, Ms. Khushboo Singhal will retire at the ensuing Annual General Meeting (AGM) and being eligible,
offers herself for reappointment.

The Company has received declaration from all the Independent Directors of the Company, confirming that they
meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "Listing Regulations").

In the opinion of the Board all the Independent Directors are person of integrity and having requisite expertise,
skills and experience (including the proficiency) required for their role and are independent of the management.

Composition of the Board of Directors of the Company as on 31.03.2023:

1. Ms. Khushboo Singhal (DIN: 09420048) - Managing Director (Executive)

2. Mr. Gaurank Singhal (DIN: 09081559) - Director (Non-Executive and Non-Independent)

3. Mr. Prakash Kumar Singh (DIN: 06398868) - Director (Non-Executive and Independent)

4. *Mr. Arihant Chopra (DIN: 09436637) - Director (Non-Executive and Independent)

*Mr. Arihant Chopra (DIN: 09436637) was appointed as Non-Executive and Independent Director of the Company
w.e.f. May 26, 2022.

Note: Post closure of the financial year 2022-23 there were following changes in the Composition of the Board and
KMPs:

1. Ms. Khushboo Singhal was re-designated as Non-Executive Director of the Company w.e.f. April 3, 2023;

2. Mr. Gaurank Singhal resigned from the position of the Director of the Company w.e.f. April 3, 2023;

3. Mr. Shivkumar Niranjanlal Bansal was appointed as additional and whole time director (Joint MD) of the
Company w.e.f. April 3, 2023;

4. Mr. Sachin Kumar (M. No. A61525) was appointed as the Company Secretary & Compliance Officer w.e.f.
April 3, 2023; and

5. Ms. Richa Srivastava resigned from the position of Company Secretary & Compliance Officer w.e.f. April 3,
2023.

EVALUATION OF BOARD

The Evaluation of the Board of Directors, its committee, individual Directors (Independent and Non-independent
Directors) was carried out as per the process and criteria laid down by the Board of Directors based on the
recommendation of the Nomination and Remuneration Committee.

During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its
Committees and individual Directors. The exercise was carried out through a structured evaluation process
covering various aspects of the Boards functioning such as composition of the Board and Committees, experience
and competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was
carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as
attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority
shareholders interest, ability to guide the Company in key matters, knowledge, and understanding of relevant
areas, and responsibility towards stakeholders etc. The feedback on the evaluation of Individual Directors were
discussed individually with them. During the year under review, in line with the requirements under the Act, the
Independent Directors had a separate Meeting on February 13, 2023 without the presence of the Management
team and the Non-Independent Directors of the Company to review the matters as required by Schedule IV of the
Act and the Listing Regulations. The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole, taking into account the views of Executive Directors and Non-Executive
Directors and assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTOR

The Board has adopted Nomination and Remuneration Policy to align with the requirement of Companies Act,
2013 and SEBI (LODR) Regulations and formulated Nomination Remuneration and Evaluation Policy as under:

POLICY ON DIRECTORS'' APPOINTMENT

The Nomination and Remuneration Committee (NRC) has approved the criteria and process for identification
/appointment of Directors which are as under:

A. Appointment Criteria and Qualifications:

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person

for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her

appointment.

i. A person should possess adequate qualification, expertise and experience for the position he / she is
considered for appointment. The Committee has discretion to decide whether qualification, expertise
and experience possessed by a person is sufficient / satisfactory for the concerned position.

ii. The Company shall not appoint or continue the employment of any person as Whole-time Director
who has attained the age of seventy years. Provided that the term of the person holding this position
may be extended beyond the age of seventy years with the approval of shareholders by passing a
special resolution based on the explanatory statement annexed to the notice for such motion
indicating the justification for extension of appointment beyond seventy years.

iii. The Committee has discretion to consider and fix the criteria for appointment / selection of the most
suitable candidates for the Company.

B. Recommendation of appointment for approval of Board:

If the candidate is able to satisfy the criteria laid down by the Committee, the Committee shall recommend

appointment of such person for approval of the Board, after completion of the selection process.

The Committee may recommend the candidates to the Board when:

i. any vacancy in the Board is required to be filled due to resignation or retirement of any Board
Member, or

ii. any vacancy arisen out of annual performance evaluation of the Board, or

iii. any vacancy as a result of end of tenure in accordance with the Act, Rules made thereunder and in
terms of applicable regulations of LODR, or

iv. any change required in the Board on account of its diversity policy, or

v. any change required by the law.

C. Positive attributes of Directors / Independent Directors:

Directors to:

i. Demonstrate integrity, trustworthiness and ability to handle situations of conflict

ii. Update their knowledge and skills with the latest developments in legal provisions, in the renewable

energy industry and also in the market conditions in which the Company operates;

iii. Devote sufficient time and attention to the business and to address issues proactively;

iv. Take independent judgment on issues of business strategy, risk management, key appointments and
code of conduct;

v. Develop an effective relationship with Board Members and the senior management;

vi. Protect the interests of the Company, its stakeholders and employees; Independent Directors of the
Company shall also meet the requirements of the Act read with the Rules made thereunder and
provisions of the relevant regulations of LODR, as in force and as amended from time to time.

Independent Directors of the Company shall also meet the requirements of the Act read with the Rules made
thereunder and provisions of the relevant regulations of LODR, as in force and as amended from time to time.

D. Standards of Independence:

The Committee shall lay down criteria to evaluate the independence of Directors for recommending to the
Board for appointment / reappointment. A Director is independent if he /she does not have a direct or indirect
material pecuniary relationship with the Company, including its affiliates or any member of senior
management. Also, the candidate shall be evaluated based on the criteria provided under the applicable
provisions of the Act read with Rules thereon and LODR. In addition to applying these guidelines, the Board
will consider all other relevant facts and circumstances in making its determination relating to an
independence of a Director.

E. Evaluation of performance and Independence Review Procedures:

The Committee shall determine a process for evaluating the performance of every Board Member, the
Committees of the Board and the Board on an annual basis. The Committee shall also review its own
performance on an annual basis. The Committee may also take the support of external experts for this

pu rpose.

i. Annual Evaluation: The Board will determine the independence for the independent director on an
annual basis upon the declaration made by such independent director.

ii. Determination of Director''s Independence: The Board shall determine independence of candidate to
the position of independent director prior to appointment in case his/her appointment is considered
between two Annual General Meetings of the Company.

iii. Change of Independent Status: Each director shall inform the Board with respect to any change in his /
her independent status.

F. Evaluation of performance of executive directors and determination of remuneration:

The Committee shall evaluate the performance of the managing director/s by setting key result areas and
performance parameters at the beginning of each financial year and it shall ensure that the said performance
objectives are aligned with the present and future goals of the Company. The Committee shall consider and
recommend the remuneration of the managing director or whole-time director for approval of the Board and
Members of the Company. The remuneration may include basic salary, benefits, allowances, perquisites,
commission, etc. The Committee shall also ensure that the remuneration is in accordance with applicable law
and has an adequate balance between fixed and variable component.

G. Criteria for appointment of KMP/Senior Management:

The Committee shall lay down criteria like qualifications, expertise and experience required for senior
management positions like Managing Director & CEO, CFO and Company Secretary of the Company. The
Committee may make recommendation to the Board for the appointment/ reappointment and any change
required to the senior management positions of the Company. Key Managerial Personnel / Senior
Management shall:

i. Possess the requisite qualifications, expertise and experience to effectively discharge assigned
responsibilities;

ii. Comply with the provisions of the Code of Conduct & Ethics

iii. Practice professionalism

iv. Encourage transparent working environment; and

v. Establish an effective leadership, build teams and include team members to achieving targets of the
Company;

On an annual basis, the Committee shall evaluate the performance of the senior management of the Company.
The Committee shall also ensure that the remuneration to the key managerial persons and senior management
involves a balance between fixed and variable/ incentive pay reflecting short term and long term performance
objectives.

H. Criteria for making payments to Non-Executive Directors:

The Committee may determine a commission payable to the non-executive directors after taking into their
contribution to the decision making at Board / Committee Meetings, active participation and time spent as well as
providing strategic inputs and supporting highest level of Corporate Governance and Board effectiveness.
Commission, if decided to be paid, shall be within the overall limits prescribed in the Act and as may be fixed by
the Members of the Company.

The payment of commission to the Non-Executive Directors of the Company who are neither in the whole time
employment nor managing directors shall be approved by the shareholders of the Company. The Committee and
the Board shall, in accordance with the approval of the shareholders of the Company, determine the manner and
extent upto which the commission shall be paid to the Non-Executive Directors. Further, the following is the
criteria for remuneration:

i. Independent Directors ("ID") being paid sitting fees for attending the meetings of the Board and of
committees of which they are members. Quantum of sitting fees may be subject to review on a
periodic basis, as required.

ii. Commission, if approved by the Board and the shareholders of the Company to be paid to the NonÂ¬
Executive Directors, on the basis of participation in the meetings of Board and Audit Committee at the
rate within the prescribed limits of the Act and the Rules made thereunder.

iii. Payment of Commission, if payable, to be made annually on determination of profits of the Company
for particular financial year.

iv. Directors may be reimbursed for the expenses incurred for attending any meeting of the Board or
Committees thereof, and which may arise from performance of any special assignments given by the
Board.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

As on date of this report, the Company has Two Independent Directors. The Company has familiarized the
Independent Directors with the Company, their roles and responsibilities in the Company, nature of industry in
which the Company operates, business model of the Company, etc. The Independent Directors have been updated
with their roles, rights and responsibilities in the Company by specifying them in their appointment letter
alongwith necessary documents, reports and internal policies to enable them to familiarise with the Company''s
procedures and practices. The Company endeavors, through presentations at regular intervals, to familiarise the
Independent Directors with the strategy, operations and functioning of the Company and also with changes in the
regulatory environment having a significant impact on the operations of the Company and the building materials

industry as a whole. Details of familiarization programs extended to the Non-executive and Independent Directors
are also disclosed on the Company website from time to time and can be accessed on the Company''s website at:
http://kintechrenewables.com.

PARTICULARS OF REMUNERATION

Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees
of the Company and other requisite details pursuant to Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to
this report as Annexure ''1''. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules
form part of this report. However, in terms of provisions of section 136 of the said Act, the report and accounts
are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of
employees. Any member interested in obtaining such particulars may write to the Company Secretary at email-
[email protected]. The said information is available for inspection at the Corporate Office of the
Company during working days of the Company up to the date of the ensuing Annual General Meeting.

AUDITORS AND AUDITORS'' REPORT

A. Statutory Auditors

In terms of Section 139 of Companies Act, 2013 ("the Act"), M/s. Ashok Kumar Goyal & Co., Chartered
Accountants, (Firm Registration No. 002777N) had been appointed as Statutory Auditors of the Company in the
37^th Annual General Meeting held on September 29, 2022 to hold the office from the conclusion of the said
Annual General Meeting till the conclusion of the 42^nd Annual General Meeting to be held in year 2027.

The report of Statutory Auditor on the financial statements for the financial year ended on March 31, 2023, is
self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

B. Cost Auditors

During the financial year 2022-23, the provisions related to maintenance of cost accounts and records under
Section 148 (1) of the Companies Act, 2013 are not applicable to the Company.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board of Directors had appointed M/s Kuldeep Dahiya &
Associates, Company Secretaries in practice as Secretarial Auditor''s to carry out the Secretarial Audit of the
Company for the financial year 2022-23. The report given by them for the said financial year in the prescribed
format is annexed to this report as Annexure ''2''. The Secretarial Audit Report is self-explanatory and does not
contain any qualification, reservation or adverse remark etc.

D. Internal Auditors

Pursuant to the provisions of Section 138 of the Act, the Board of Directors had appointed M/s Nilesh Desai &
Co., Chartered Accountants as Internal Auditor''s to carry out the Internal Audit of the Company for the financial
year 2022-23.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2023, the Company has not entered into any contract or arrangement
or transaction with the related parties.

Further, the Company has not entered into any contract or arrangement or transaction with the related parties
which were not on ''arm''s length'' basis or which could be considered material in accordance with the policy of the
Company on materiality of related party transactions. In view of the above, it is not required to provide the
specific disclosure of related party transactions in form AOC-2.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 sub-section 3(c) and sub-section 5 of the Act, your Directors to the best of
their knowledge hereby state and confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting
standards have been followed along with proper explanations relating to material departures.

b. Such accounting policies have been selected and applied consistently and judgments and estimates have
been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as
at March 31, 2023 and of the Company''s profit for the year ended on that date.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.

d. The annual financial statements have been prepared on a going concern basis.

e. The internal financial controls were laid down to be followed that and such internal financial controls were
adequate and were operating effectively.

f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has devised a Vigil Mechanism as envisaged under section 177(9) and (10) of the Companies Act,
2013 and rules made thereunder and Regulation 9A of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 for Directors and employees through the adoption of Whistle Blower Policy.
The Whistle Blower Policy is available on the website of the Company to report any genuine concerns about
unethical behavior, any actual or suspected fraud or violation of Company''s Code of Conduct. This Policy provides
for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct
access to the Chairperson of the Audit Committee. As such the Whistle Blower Policy provides for protected
disclosure and protection to the Whistle Blower. Under the Vigil Mechanism, all Stakeholders have been provided
access to the Audit Committee through the Chairperson. No personnel have been denied access to the Audit
Committee.

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company has framed formulated and adopted
Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risks in the
organization. The details of the policy are as updated on website of the company. At present the company has not
identified any element of risk which may threaten the existence of the company.

MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Board is in conformity with the provisions of Section 149 of the Companies Act, 2013 (''the Act'') and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"). The Company

has received necessary declaration from the Independent Directors as required under Section 149(7) of the Act
and LODR Regulations confirming that they meet the criteria of independence as laid down in Section 149(6) of
the Act and that of LODR Regulations.

The Board of Directors met Four (4) times during the year 2022-23 viz., May 27, 2022; August 13, 2022; November
12, 2022; and February 13, 2023. The intervening gap between two consecutive meetings was not more than one
hundred and twenty days. The names and categories of Directors on the Board, their attendance at Board
Meetings; Committee Meetings and at the last Annual General Meeting ("AGM") as well as their shareholding as
on March 31, 2023 are given below:

Name of Directors	No. of Board Meetings during the year 2022Â¬ 23		Attendanc e at the last AGM held on 29/09/202 2	No. of Audit Committee during the year 2022-23		No. of Nomination & Remuneration Committee during the year 2022-23		No. of Stakeholders Relationship Committee during the year 2022-23		No. of equity shares held on March 31, 2023
Name of Directors	Hel d	Attende d	Attendanc e at the last AGM held on 29/09/202 2	Hel d	Attende d	Hel d	Attende d	Hel d	Attende d	No. of equity shares held on March 31, 2023
Khushbo o Singhal	4	4	Yes	NA	NA	NA	NA	1	1	-
Gaurank Singhal	4	4	Yes	4	4	3	3	1	1	37500 0
Prakash Kumar Singh	4	4	Yes	4	4	3	3	1	1
Arihant Chopra	4	4	Yes	4	4	3	3	NA	NA	-

Note: A separate meeting of Independent Directors was held on February 13, 2023.

AUDIT COMMITTEE:

COMPOSITION OF AUDIT COMMITTEE:

PK SINGH -Chairman and Independent Director
ARIHANT CHOPRA - Independent Director
KHUSHBOO SINGHAL - Non Executive Director

Terms of Reference

> Review of Company''s financial reporting process and disclosure of its financial information

> Discuss and review, with the management and auditors, the annual/ quarterly financial statements before
submission to the Board with particular reference to:

Â¦ Matters required to be included in the Directors Responsibility Statement to be included in the Board''s
report in terms of sub-section (2) of section 164 of the Companies Act, 2013.

Â¦ Disclosure under ''Management Discussion and Analysis of Financial Condition and Results of Operations.''

Â¦ Any changes in accounting policies and practices and reasons for the same.

Â¦ Major accounting entities involving estimates based on exercise of judgement by management.

Â¦ Compliance with listing and other legal requirements relating to financial statements.

Â¦ Disclosure of any related party transaction.

Â¦ Disclosure of contingent liabilities.

Â¦ Scrutinize inter corporate loans and investments.

Â¦ To approve the appointment of CFO (i.e. the whole-time Finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate.

> Hold timely discussions with external auditors.

> Recommend the Board, the appointment, re-appointment, removal of the external auditors, fixation of audit
fee and also approval for payment for any other services rendered by the external auditors

> Evaluate auditor''s performance, qualification and independence

> Review on a regular basis the adequacy of internal audit function

> Review the appointment, removal, performance and terms of remuneration of the Chief internal Auditor

> Review the regular internal reports to management prepared by the internal audit department, as well as
management''s response thereto

> Review the findings of any internal investigation by the internal auditors into the matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board

> Discuss with internal auditors any significant findings and follow-up thereon

> Review internal audit reports relating to the internal control weaknesses

> Recommend to the Board, the appointment, re-appointment, removal of the cost auditors, fixation of the
audit fee, nature and scope of cost audit and also approve rendering of any other services by the cost
auditors and fees pertaining thereto

> Review the Company''s arrangements for its directors and employees to raise concerns, in confidence, about
possible wrongdoing in financial reporting, accounting, auditing or other related matters

> Evaluate Risk Management System

> Discuss with the management, the Company''s policies with respect to risk assessment and risk management,
including appropriate guidelines to govern the process, as well as the Company''s major financial risk

> Review the statement of significant related party transactions submitted by the management, including the
''significant criteria / thresholds decided by the management''

> Periodically verification of related party transactions

> reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including
existing loans / advances / investments.

> The Company Secretary acts as Secretary to the Audit Committee and no personnel has been denied access
to the audit committee.

NOMINATION & REMUNERATION COMMITTEE:COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

PK SINGH -Chairman and Independent Director
ARIHANT CHOPRA - Independent Director
KHUSHBOO SINGHAL - Non Executive Director

Terms of Reference

(a) Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the Directors, Key
Managerial Personnel and other employees;

(b) Formulation of criteria for evaluation of performance of Independent Directors and the Board;

(d) Identifying persons who are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the Board their appointment
and removal and evaluation of Director''s performance;

(e) Determining whether to extend or continue the term of appointment of the Independent Director, on the
basis of the report of performance evaluation of Independent Directors;

(f) Fixing and revision of remuneration payable to the Managing and Whole-time Directors of the Company
from time to time;

(g) recommend to the board, all remuneration, in whatever form, payable to senior management.

(h) To study the best practices and benchmarks of leading Indian corporates as well as international best
practices.

(i) To make recommendations to the Board on any matter within its purview, by passing appropriate
resolutions.

Name, designation and address of Compliance Officer:Mr. Sachin Kumar
Company Secretary

Kintech Renewables Limited

Corporate Office:- Unit No. 705 GDITL Tower,

Plot No. B-8, Netaji Subhash Place, Pitampura, Delhi -110034

Telephone: 9891694420

Email: [email protected]

Details of investor complaints received and redressed during the year 2022-23 are as follows:

PARTICULARS	STATUS OF COMPLAINTS
No. of complaints Pending at the beginning of the year	NIL
No .of complaints Received during the year	NIL
No. of complaints Resolved during the year	NIL
No. of complaints Remaining unresolved at the end of the year	NIL

There were no instances of non-compliance by the Company on any matters related to the capital markets, nor
have any penalty / strictures been imposed on the Company by the Stock Exchange or SEBI or any other statutory
authority on such matters except as mentioned below:

A penalty of Rs. 1,77,000 has been levied by the BSE Limited and paid by the Company for Non-compliance with
the Minimum Public Shareholding (MPS) Requirements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not implemented any Corporate Social Responsibility initiative as the provisions of Section 135
of the Companies Act, 2013 and rules made thereunder are not applicable to the Company and consequently, the
reporting requirements thereunder do not at present apply to your Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 186 of the Act and rules framed thereunder, details of Loans (including purpose thereof),
Guarantees given and Investments made have been disclosed in the Notes to the financial statements for the
year ended March 31, 2023.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO(A) CONSERVATIONOF ENERGY -i. Steps taken or impact on conservation of energy;

As the Company is not engaged in any manufacturing activities, it does not use energy. The Company
provides the services of installation and commissioning of Renewable Energy Equipments at the sites of their
customers. We will continue to focus on the new technologies to reduce the cost and increase generation.

ii. Steps taken by the Company for utilizing alternate sources of energy;

Your Company is already engaged in the business of generation of energy using solar energy and thereby
using eco-friendly source of generation of energy. Further, the Company is aggressively pursuing cost
reduction avenues which will make the sector more cost efficient going forward.

iii. Capital investment on energy conservation equipment: NIL(B) TECHNOLOGY ABSORPTION -i. Efforts made towards technology absorption;

The Company has conducted a detailed study on the technology absorption and experimenting with our
value engineering approach to make our projects more economically viable to improve efficiency, plant
availability and output and, as a result, profitability.

ii. Benefits derived as a result of the above efforts:

Product improvement, cost reduction, product development, optimization of power generation and System
reliability improvement

iii. Information regarding technology imported, during the last 3 years: N.A.

iv. Expenditure incurred on Research and Development: N.A.

i. Foreign Exchange Earnings: Nil

ii. Foreign Exchange Outgo: Nil
CORPORATE GOVERNANCE

As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23,
24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of
Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees
ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.
Therefore, the Company is not falling under aforesaid applicability criteria, prescribed in the Listing regulations
and does not required to prepare and attach the report on Corporate Governance and Certificate from the
Company''s auditors/practicing company secretary regarding compliance of condition of Corporate Governance
with this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the requirement of Regulation 34(2) (e) and Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report forms part of the
Annual Report of the Company as Annexure ''3''.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

During the period under review, the Company has duly complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1)
and General Meetings (SS-2).

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the
Workplace in line with the provisions of the said Act and an Internal Complaints Committee has also been set up to
redress complaints received regarding Sexual Harassment.

No complaint of sexual harassment was received during the financial year 2022-23.

OTHER DISCLOSURES AND REPORTING

1. Public Deposits (Deposit from the public falling within the ambit of section 73 of the Act and the Rules

made thereof):

The Company has not accepted any deposits from public and as such, no amount on account of principal
or interest on public deposits was outstanding as on the date of the balance sheet.

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

During the Financial Year under review, the Company has not issued shares with differential voting
rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme:

Your Company has not issued any shares including sweat equity shares to employees of the company
under any scheme during the Financial Year under review.

4. Neither the Managing Director(s) nor the Whole-time Director(s) of the Company receive any
remuneration or commission from its subsidiary:

There is no disclosure required as to receipt of remuneration or commission by the Managing Director(s)
/ Whole Time Director(s) from a subsidiary of the Company.

5. Disclosure under section 67(3) of the Companies Act, 2013:

The Company does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees. No disclosure is required under section 67(3)(c) of
the Companies Act, 2013 read with Rule 16(4)of Companies (Share Capital and Debentures) Rules, 2014,
in respect of voting rights not exercised directly by the employees of the Company as the provisions of
the said section are not applicable during the period under review.

6. Significant and Material Orders Passed by the Regulators or Courts:

There have been no any other significant and material orders passed by Regulators or Courts or
Tribunals impacting the going concern status and the future operations of the Company.

7. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code,
2016:

There were no application against the Company has been filed or is pending under the Insolvency and
Bankruptcy Code, 2016, nor the Company has done any one time settlement with any Bank or Financial
institutions.

8. 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 this report:

The Company has altered its Object Clause of the Memorandum of Association and add clause 3 and 4
related to the business of trading of Building Material Products etc. and now the Company is fully
engaged in the aforesaid activity.

9. Appointment of Monitoring Agency:

In terms of Regulation 162A of the SEBI (ICDR) Regulations, the Company has appointed Care Ratings
Limited as the Monitoring Agency vide agreement dated April 3, 2023 for monitoring the use of the net
proceeds of preferential issue of equity shares.

10. Recommendation of Audit Committee:

During the year under review, all recommendation of Audit Committee was accepted by the Board.

APPRECIATION

Yours Directors take this opportunity to express their appreciation for the co-operation received from the
customers, vendors, bankers, BSE Limited, depositories, auditors, legal advisors, consultants, stakeholders,
business associates, Government of India, State Government and Local Bodies during the period under review. The
Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by the
employees of the Company.

For and on behalf of Board of Directors of
Kintech Renewables Limited

Place: Delhi

Date: July 10, 2023 Sd/-

Shivkumar Nimjanlal Bansal
Whole Time Director (Joint MD)
(DIN: 09736916)

Mar 31, 2015

Dear members,

The Directors present the Thirtieth Annual Report together with the Audited Statements of Account of the Company for the financial year ended 31st March, 2015.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars 2014-15 2013-14

Total Income 4.55 2.78

Profit (Loss) before Depreciation and Income Tax (2.57) (1.09)

Less: Depreciation 0.00 0.00

Profit (Loss) before Tax (2.57) (1.09)

Less: Short provisions for tax of earlier years 0.34 0.00

Profit (Loss) after Tax (2.91) (1.09)

OPERATIONS :

The Company has registered total income of Rs. 4.55 Lacs during the year under review against Rs. 2.78 Lacs during the previous year. After meeting the expenses, the Company has incurred loss of Rs. 2.91 Lacs during the year under review against the loss of Rs. 1.09 Lacs in the previous year.

CHANGE IN MANAGEMENT :

Mr. Jigar Shah and Mr. Ambalal Patel have acquired 986,620 equity shares from the former promoters vide open offer opened on March 31, 2015 and closed on April 17, 2015. Consequently Mr. Jigar Shah and Mr. Ambalal Patel have been appointed as Directors of the Company and they have taken over the management of the Company w.e.f. 5th May, 2015. They are promoters of the companies which are engaged in the business of operation and maintenance of Independent Power Projects (IPPs), generation of renewable energy. The object relating to setting up Independent Power Project (IPPs) and generation of bio-energy, renewable energy viz. solar energy, wind energy, etc. has been inserted in the main object of Memorandum of Association by passing Special Resolution through Postal Ballot on 2nd July, 2015. The Company has obtained the name availability letter dated 15th July, 2015 for changing the name of the Company from "Jarigold Textiles Limited" to "Kintech Renewables Limited". The Company is now seeking an approval from members for changing the name at the thirtieth Annual General Meeting (AGM). The Registered office of the Company has been shifted from Surat to Ahmedabad by passing Special Resolution through Postal Ballot on 2nd July, 2015.

DIVIDEND :

Your directors regret their inability to recommend any dividend on the equity shares in view of the losses suffered by your company during the year under review.

FIXED DEPOSITS :

Your Company has not accepted or invited any Deposits and consequently no Deposits have matured/become due for re-payment as on 31st March, 2015.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND :

During the year under review, the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125(e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date it became due for repayment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mr. Jigar Shah has been appointed as Additional Director with effect from 5th May, 2015 and he holds office upto the date of ensuing Annual General Meeting of the Company. Mr. Jigar Shah, being eligible, offers himself for appointment as Director at the AGM.

Mr. Ambalal Patel has been appointed as Additional Director with effect from 5th May, 2015 and he holds office upto the date of ensuing Annual General Meeting of the Company. Mr. Ambalal Patel, being eligible, offers himself for appointment as Director at the AGM.

The Board of Directors appointed Mr. Manoj Jain and Ms. Rashmi Aahuja as Additional Directors of the Company w.e.f. 16th May, 2015, being treated as Independent Directors of the Company and who being eligible for appointment as Independent Directors in the forthcoming Annual General Meeting upon consent of the members.

Both the Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

None of the Directors of the Company is disqualified from being appointed as a Director as specified under Section 164 of the Companies Act, 2013.

Mrs. Deepika Shah, Whole Time Director and Mr. Suhail Shah, Director of the Company resigned w.e.f. 5th May, 2015, in view of their commitments abroad.

Mr. Harishchandra Bharucha and Mr. Harjibhai Dhaduk, Independent Directors of the Company resigned on 18th May, 2015 and 5th May, 2015 respectively.

The Board has appointed Mr. Daxesh Kapadia, Chief Financial Officer with effect from 16th May, 2015 and Mr. Parth Shah, Company Secretary & Compliance Officer with effect from 22nd June, 2015 designated Whole-time Key Managerial Personnel (KMP) of the Company.

Mr. Hareshchandra Bhavsar resigned on 5th May, 2015 as Chief Financial Officer (CFO) designated as Key Managerial Personnel of the Company.

For your perusal, a brief resume and other relevant details of Mr. Jigar Shah, Mr. Ambalal Patel, Mr. Manoj Jain and Ms. Rashmi Aahuja are available on the website of the Company i.e. www.jarigold.com

NUMBER OF MEETINGS OF THE BOARD :

The Board meets at regular interval with gap between two meetings not exceeding 120 days. Additional meetings are held as and when necessary. The Directors are also being provided with an option to participate in meeting through video conferencing or other audio visual technologies, keeping in view the applicable provisions of the Companies Act, 2013 and Listing Agreement. During the year under the review, the Board met eleven times.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 :

There were no loans given, guarantees given or investments made by the company under Section 186 of the Companies Act, 2013 during the year and hence the said provision is not applicable.

CORPORATE SOCIAL RESPONSIBILITY :

The Company is not falling under purview of applicable provisions of Section 135 of the Companies Act, 2013 and hence, the said provisions of Corporate Social Responsibility is not applicable.

AUDIT COMMITTEE :

During the year under review the Board has re-constituted the Audit Committee in accordance with the applicable provisions of the Companies Act, 2013 and Equity Listing Agreement. The composition and terms of reference of the Audit Committee is as under:

Name of the Director Category of No. of meetings attended Directorship

Mr. Harishchandra Non Executive & Bharucha* Independent Director 4

Mr. Harjibhai Dhaduk# Non-Executive & Independent Director 4

Mr. Suhail Shah# Non-Executive & Non-Independent Director 4

Mrs. Deepika Shah# Executive & Non- Independent Director 4

* Resigned from the Company w.e.f 18th May, 2015 and accordingly ceased to be member of the Committee.

# Resigned from the Company w.e.f. 5th May, 2015 and accordingly ceased to be member of the Committee.

There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Terms of reference of Audit Committee :

* Review of Company's financial reporting process and disclosure of its financial information

0 Discuss and review, with the management and auditors, the annual/ quarterly financial statements before submission to the Board with particular reference to:

* Matters required to be included in the Directors Responsibility Statement to be included in the Board's report in terms of sub-section (2) of section 164 of the Companies Act, 2013.

* Disclosure under 'Management Discussion and Analysis of Financial Condition and Results of Operations.'

* Any changes in accounting policies and practices and reasons for the same.

* Major accounting entities involving estimates based on exercise of judgement by management.

* Compliance with listing and other legal requirements relating to financial statements.

* Disclosure of any related party transaction.

* Disclosure of contingent liabilities.

* Scrutinise inter corporate loans and investments.

* To approve the appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

* Hold timely discussions with external auditors.

0 Recommend the Board, the appointment, re-appointment, removal of the external auditors, fixation of audit fee and also approval for payment for any other services rendered by the external auditors

* Evaluate auditor's performance, qualification and independence

* Review on a regular basis the adequacy of internal audit function

* Review the appointment, removal, performance and terms of remuneration of the Chief internal Auditor

* Review the regular internal reports to management prepared by the internal audit department, as well as management's response thereto

* Review the findings of any internal investigation by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board

* Discuss with internal auditors any significant findings and follow-up thereon

* Review internal audit reports relating to the internal control weaknesses

* Recommend to the Board, the appointment, re-appointment, removal of the cost auditors, fixation of the audit fee, nature and scope of cost audit and also approve rendering of any other services by the cost auditors and fees pertaining thereto

* Review and recommended the Cost Audit Report to the Board

* review the Company's arrangements for its directors and employees to raise concerns, in confidence, about possible wrongdoing in financial reporting, accounting, auditing or other related matters

* Evaluate Risk Management System

* Discuss with the management, the Company's policies with respect to risk assessment and risk management, including appropriate guidelines to govern the process, as well as the Company's major financial risk

* Review the statement of significant related party transactions submitted by the management, including the 'significant criteria / thresholds decided by the management'

* Periodically verification of related party transactions

VIGIL MECHANISM/WHISTLE BLOWER POLICY :

The Company has established the vigil mechanism through Whistle Blower Policy for all the stakeholders of the Company which also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases as per the Policy.

The Whistle Blower Policy will be applicable to all the stakeholder of the Company, which is an extension of the Code of Business Conduct through which the Company seeks to provide a mechanism for the Stakeholders to disclose their concerns and grievances on Unethical Behavior and Improper/Illegal Practices and Wrongful Conduct taking place in the

Company for appropriate action. The Company shall oversee the vigil mechanism only through the Audit Committee. If any of the members of the Audit Committee have a conflict of interest in a given case, they should refuse themselves and the others in the Committee would deal with the matter on hand.

The Policy provides necessary safeguards to all Whistle Blowers for making Protected Disclosures in Good Faith and any Stakeholder assisting the investigation. It also provides the detailed scope and role of Whistle Blower and the manner in which concern can be raised. Further, the Policy contains provisions relating to investigation of the protected disclosures, protection to the whistle blower, decision by CFO, CEO or Audit Committee and reporting & monitoring by the Company.

The policy has been placed on the website of the company www.jarigold.com

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 AND PERFORMANCE EVALUATION :

In view of the lower business operations and loss during the year under review, none of the directors have been paid any remuneration during the year under review. However, during the year the company has appointed Key Managerial Personnel in compliance of the section 203 of the Companies Act, 2013 and they are being remunerated in accordance with their terms of appointment.

Considering the above facts, during the year under review the Company has not formulated Remuneration Policy, Criteria for determining/appointing directors and senior management, Evaluation Criteria. However the Company shall formulate suitable remuneration policy and such criteria in due course.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS :

During the year under Report, the Board of Directors has adopted the Familiarization Programme for Independent Directors of the Company and posted the same on the website of the Company viz. www.jarigold.com. The Programme aims to provide insights into the Company to enable the Independent Directors to understand and significantly contribute to its business.

AUDITORS' REPORT :

Notes on accounts are self-explanatory and do not require any further explanations on the Auditors' qualifications. STATUTORY AUDITORS :

M/s. Bipinchandra J. Modi & Co., Chartered Accountants, reappointed as Statutory Auditors of the Company at the Annual General Meeting held on 3rd July, 2014, to hold office from the conclusion of that Annual General Meeting to the conclusion of next Annual General Meeting. But due to other pre-occupation, they have resigned as Statutory Auditors of the Company w.e.f. 6th May, 2015.

In place of them, M/s. DJNV & Co., Chartered Accountant having their ICAI Firm Registration Number (FRN) 115145W, were appointed through Postal Ballot, result of which was declared on 2nd July, 2015 to fill the casual vacancy to hold the office till the conclusion of the ensuing AGM.

They have furnished a certificate regarding their eligibility for re-appointment as Statutory Auditors of the Company, pursuant to Section 139(1) of the Companies Act, 2013 read with applicable rules. The Board of Directors recommends their re-appointment for one year until the conclusion of next AGM.

SECRETARIAL AUDIT REPORT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Jigar K. Vyas, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure A".

DIRECTORS' RESPONSIBILITY STATEMENT :

In terms of section 134(3)(c) of the Companies Act, 2013 in relation to the financial statements for the year 2014-15, the Board of Directors state that

a) in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended on 31st March, 2015 and of the loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 :

Mr. Manoj Jain and Ms. Rashmi Aahuja, Independent Directors of the Company have given their declarations to the Board that they meet the criteria of Independence as provided under the applicable provisions of the Companies Act, 2013 and Listing Agreement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES :

During the year under review, the Company has not entered in any contract or arrangements with the related parties. However, the particulars of contracts or arrangements entered by the Company with related parties which are subsisting during the year under Report are provided under "Annexure C" in Form AOC-2. The Company has framed a 'Policy on Related Party Transactions' for determining related parties, determining the transactions on arm's length basis and procedures to be followed for obtaining various approvals, etc. The policy is available on the website of the company www.jarigold.com.

INTERNAL FINANCIAL CONTROLS :

The Company has its internal financial control systems commensurate with operations of the company. The management regularly monitors and controls to address safeguarding of its assets, prevention and detection of frauds and errors, controls to monitor accuracy and completeness of the accounting records including timely preparation of reliable financial information.

RISK MANAGEMENT POLICY :

The Company has framed the 'Risk Management Policy'. The policy is available on the website of the company www.jarigold.com

PARTICULARS OF EMPLOYEES :

The Details as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are more particularly described in "Annexure B" to this Report.

EXTRACT OF ANNUAL RETURN :

The extract of the Annual Return in Form MGT 9 is provided in "Annexure D" to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO :

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014:

(a) The Company is engaged in the business of trading of textiles products and hence the Company does not require to furnish any details with respect to conservation of energy or technology absorption.

(b) The Company does not have any Foreign Exchange Earnings.

(c) The Company does not have any Foreign Exchange outgo.

ACKNOWLEDGMENTS :

Your Directors are grateful to various government authorities and bankers for their continued guidance and support to the Company. The Board would also like to express great appreciation for the understanding and support extended by the employees and Shareholders of the company.

For and on behalf of the Board JARIGOLD TEXTILES LIMITED

JIGAR SHAH Place : Ahmedabad Chairman & Managing Director Date : 25th July, 2015 DIN 00385460

Mar 31, 2013

To The Members of Jarigold Textiles Limited

The Directors of your Company have pleasure in presenting the TWENTY EIGHT Annual Report of the Company together with the audited accounts for the financial year ended on March 31st, 2013.

1. FINANCIAL RESULTS

2012-13 2011-12 (Rs.) (Rs.)

Profit before Interest, Depreciation & Tax (2,688) (18,254)

Less : Depreciation 0 0

Provision for taxation 0 0

Net Profit (2,688) (18,254)

Add : Prior year adjustments 0 0

Excess/(Short) provision for tax of earlier years 0 0

Balance brought forward 4,65,20,645 4,66,55,122

Profit available for appropriation 4,65,17,957 4,66,36,868

Appropriations

Proposed Dividend 1,00,000 1,00,000

Tax on proposed dividend 16,990 16,223

Balance carried to Balance Sheet 4,64,00,967 4,65,20,645

Total 4,65,17,957 4,66,36,868

2. DIVIDEND

The Directors have recommending a dividend at the rate of 1 % on the Equity Shares of the Company which will result in an outflow of Rs. 1,16,990/-(including dividend tax of Rs. 16,990). The dividend, if approved by the members at the meeting, will be paid to such share holders whose names appear on the Register of Members on the date of the Annual General Meeting.

3. DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review.

4. COMPLIANCE CERTIFICATE

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001 the certificate issued by a Company Secretary in Whole-time Practice certifying that the Company has complied with all the provisions of the Companies Act, 1956 is annexed to the Report.

5. DETAILS OF EMPLOYEES UNDER SECTION 217(2A) AND 217 (1) (e) OF THE COMPANIES ACT, 1956

There are no employees drawing a salary of more than Rs. 5,00,000 per month, if employed for part of the year or more than Rs. 50,00,000 per annum if employed for the entire year, hence the details as required by Section 217(2A) of the Companies Act, 1956 are not furnished.

The Company has not carried on any manufacturing activity during the year, neither has it dealt with foreign exchange for the year under review and hence the particulars under Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not furnished.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

- We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended March 31, 2013.

- We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

- We had prepared the annual accounts on a going concern basis.

7. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Company''s Articles of Association, Mr. Praful A. Shah is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

8. AUDITORS

The term of the existing Statutory Auditors of the Company expires at the forthcoming Annual General Meeting. A certificate stating that the appointment as Statutory Auditors, if made, will be within the limits prescribed under Section 224(1B) has been received from Bipinchandra J. Modi & Co., Chartered Accountants, from the existing auditors. Members are requested to appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and also to fix their remuneration.

9. COMMENTS ON THE AUDITOR''S REPORT

The observations made in the Auditor''s Report are self explanatory and do not call for any further comments.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE.

Prescribed information requiring compliance with the rules relating to conservation of energy and technology absorption and Foreign Exchange pertaining to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

Date : May 24th , 2013 For and on behalf of the Board

Place : Surat Suhail P. Shah Director

Mar 31, 2012

The Directors of your Company have pleasure in presenting the TWENTY SEVENTH Annual Report of the Company together with the audited accounts for the financial year ended on March 31st, 2012.

1. FINANCIAL RESULTS

2011-12 2010-11

(Rs.) (Rs.)

Profit before Interest, Depreciation & Tax (18,254) 32,61,358

Less : Depreciation 0 0

Provision for taxation 0 0

Net Profit (18,254) 32,61,358

Add : Prior year adjustments 0 0

Excess/(Short) provision for tax of earlier years 0 (1,25,084)

Balance brought forward 4,66,55,122 4,36,35,071

Profit available for appropriation 4,66,36,868 4,67,71,345

Appropriations

Proposed Dividend 1,00,000 1,00,000

Tax on proposed dividend 16,223 16,223

Balance carried to Balance Sheet 4,65,20,645 4,66,55,122

Total 4,66,36,868 4,67,71,345

2. DIVIDEND

The Directors have recommending a dividend at the rate of 1 % on the Equity Shares of the Company which will result in an outflow of Rs. 1,16,223/-(including dividend tax of Rs. 16,223). The dividend, if approved by the members at the meeting, will be paid to such share holders whose names appear on the Register of Members on the date of the Annual General Meeting.

3. DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review.

4. COMPLIANCE CERTIFICATE

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001 the certificate issued by a Company Secretary in Whole-time Practice certifying that the Company has complied with all the provisions of the Companies Act, 1956 is annexed to the Report.

5. DETAILS OF EMPLOYEES UNDER SECTION 217(2A) AND 217 (1) (e) OF THE COMPANIES ACT, 1956

There are no employees drawing a salary of more than Rs. 5,00,000 per month, if employed for part of the year or more than Rs. 50,00,000 per annum if employed for the entire year, hence the details as required by Section 217(2A) of the Companies Act, 1956 are not furnished.

The Company has not carried on any manufacturing activity during the year, neither has it dealt with foreign exchange for the year under review and hence the particulars under Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not furnished.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

- We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended March 31, 2012.

- We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

- We had prepared the annual accounts on a going concern basis.

7. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Company''s Articles of Association, Mr. Alok P. Shah is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

8. AUDITORS

The term of the existing Statutory Auditors of the Company expires at the forthcoming Annual General Meeting. A certificate stating that the appointment as Statutory Auditors, if made, will be within the limits prescribed under Section 224(1B) has been received from Bipinchandra J. Modi & Co., Chartered Accountants, from the existing auditors. Members are requested to appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and also to fix their remuneration.

9. COMMENTS ON THE AUDITOR''S REPORT

The observations made in the Auditor''s Report are self explanatory and do not call for any further comments.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE.

Prescribed information requiring compliance with the rules relating to conservation of energy and technology absorption and Foreign Exchange pertaining to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

Date : July 19th , 2012 For and on behalf of the Board

Place : Surat Suhail P. Shah

Director

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