Notes to Accounts of SG Mart Ltd.

Mar 31, 2025

(c) Provisions

Provisions are recognised when the Company has a
present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be
required to settle the obligation and the amount can be
reliably estimated. Provisions are not recognised for future
operating losses.

Provisions are measured at the present value of
management''s best estimate of the expenditure required to
settle the present obligation at the end of the reporting year.

(d) Contingent liabilities

A contingent liability is a possible obligation that arises
from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain
future events beyond the control of the Company or a
present obligation that is not recognised because it is not
probable that an outflow of resources will be required to
settle the obligation. A contingent liability also arises in
extremely rare cases where there is a liability that cannot
be recognized because it cannot be measured reliably. The
Company does not recognize a contingent liability but
discloses its existence in the standalone financial statements.

Contingent liabilities, contingent assets and commitments
are reviewed at each Balance Sheet date.

(e) Segment information

Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision maker, who is responsible for allocating resources
and assessing performance of the operating segments. The
Company is in the business of Trading of Building Material
Products and hence there is only one reportable operating
segment as per ''Ind-AS 108 : Operating Segments''

1(iv) Recent Accounting Developments

Ministry of Corporate Affairs (""MCA") notifies new standards
or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to
time. The Company applied following amendments for the
first-time during the current year which are effective from
April 01,2024:

1. Amendments to Ind AS 116 - Lease liability in a sale
and leaseback

The amendments require an entity to recognise lease
liability including variable lease payments which are
not linked to index or a rate in a way it does not result
into gain on Right of Use asset it retains.

2. Introduction of Ind AS 117

MCA notified Ind AS 117, a comprehensive standard
that prescribe, recognition, measurement and
disclosure requirements, to avoid diversities in practice
for accounting insurance contracts and it applies to all
companies i.e., to all "insurance contracts" regardless
of the issuer. However, Ind AS 117 is not applicable to
the entities which are insurance companies registered
with IRDAI.

The Company has reviewed the new pronouncements
and based on its evaluation has determined that these
amendments do not have a significant impact on the
Company''s standalone Financial Statements.

On May 9, 2025, MCA notifies the amendments to Ind
AS 21 - Effects of Changes in Foreign Exchange Rates.
These amendments aim to provide clearer guidance
on assessing currency exchangeability and estimating
exchange rates when currencies are not readily
exchangeable. The amendments are effective for
annual periods beginning on or after April 1,2025. The
Company is currently assessing the probable impact
of these amendments on its financial statements."

(viii) Refer note 28 and 29 for interest expense and depreciation charged in Standalone statement of profit and loss. The total cash
outflow for the year ended March 31,2025 is ? 0.20 crores (March 31,2024: 0.17 crores)

(ix) Lease deeds of all right-of-use assets are held in the name of the Company.

(x) Company does not have any leases with variable lease payments.

(xi) Property leases contain extension options exercisable by the Company post mutual discussion for specified number of years after
the end of the non-cancellable contract period. Where practicable the extension options held are exercisable only by the Company,
the Company seeks to include extension options in new leases to provide operational flexibility. The Company assesses at lease
commencement date whether it is reasonably certain to exercise the extension options. The Company reassesses whether it is
reasonably certain to exercise the options if there is a significant event or significant changes in circumstances within its control.
Where the extension options held are exercisable by mutual discussion between the Company and the lessors, the extension
period is not included in lease term.

(xii) Company does not provide any residual value guarantee in relation to its leases.

(xiii) Company does not have any sublease and assignment rights as per the lease agreements.

Notes

(i) During the year, the Company has given a loan amounting to ? 162.21 crores (March 31,2024 : ? 46.56 crores), to a wholly owned
subsidiary viz. SG Marts FZE for the purpose of meeting its operational requirements. The loans carried an interest rate of 8.50%
per annum and were repayable within a period of up to five years from the respective dates of agreement.

(ii) The loans granted were tested for impairment in accordance with Ind AS 109 concluding no impairment to the carrying values.

(iii) There are no loans and advances in the nature of loans granted to promoters, directors, key managerial personnel and related
parties (as defined under Companies Act, 2013) that are either repayable on demand or without specifying any terms or period
of repayment.

(iv) There are no loans due by directors or other officers of the Company either severally or jointly with any other persons or amounts
due by firms or private companies in which any director is a partner or a director or a member.

(v) Refer note 40 for Disclosure as per Regulations 34(3) and 53(f) of Securities Exchange Board of India - Listing Obligations and
Disclosure Requirements (LODR) and Section 186(4) of the Companies Act, 2013.

(ii) Rights, preferential and restrictions attached to equity shares

(a) The Company has one class of equity shares having a par value of ? 1 each (March 31,2024 : ? 1 each). Each shareholder is
eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining
assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(b) "The Company has allotted 3,000,000 equity shares of face Value of ?10/- each, at an issue price of '' 450/- per equity share,
which included a premium of '' 440 per equity share, on July 10, 2023 through preferential issue approved by the Board of
Directors on April 3, 2023 and further approved by the shareholders on May 5, 2023. Out of 3,000,000 equity shares 800,000
shares were locked in upto February 17, 2025.

Further allotted 1,577,000 equity shares of face Value of ?10/- each, at an issue price of '' 5,000/- per equity share, which
included a premium of '' 4,990 per equity share, on November 28, 2023 through preferential issue approved by the Board of
Directors on September 23, 2023 and further approved by the shareholders on October 24, 2023 and were locked-in upto
July 14, 2024.

(iii) Board of Directors in its Meeting held on January 8, 2024, had approved a proposal of the sub-division of one equity share of face
value ? 10 each into 10 equity share of face value ?1 each, which is approved by shareholders of the Company through postal
ballot and e-voting. The record date for the said sub-division was set at February 22, 2024.

(iv) Board of Directors in its Meeting held on January 8, 2024, had approved a proposal of issue of Bonus equity shares to the equity
shareholders of the Company in the ratio of 1:1 i.e. 1 (One) Equity Shares for every 1 (One) Equity Shares having a face value of ?
1/- (considering the post sub-division/split of face value of equity shares) held by the Eligible equity shareholders of the Company
as on the record date, which is approved by shareholders of the Company through postal ballot and e-voting. The record date for
the said sub-division was set at February 22, 2024.

The Company allotted 55,770,000 equity shares as fully paid bonus shares by capitalisation of profit transferred from retained
earnings amounting to ? 5.58 crores.

14 Equity share capital (Contd.)

(v) The Nomination and Remuneration Committee of the Company at its meeting held on April 16, 2024 granted 300,500 stock
options to its eligible employees under the Kintech Renewables Limited Employees Stock Option Scheme - 2023. The stock
options will vest over a period of 5 years. (Refer note 34)

(vi) For the period of five years immediately preceding the date of the Balance Sheet, The Company has neither bought
back any class of equity shares nor issued shares pursuant to contract(s) without payment being received in cash.
However, the Board of Directors, in its Meeting held on January 8, 2024, had approved a proposal of issue of Bonus equity shares
to the equity shareholders of the Company in the ratio of 1:1 i.e. 1 (One) Equity Shares for every 1 (One) Equity Shares having a
face value of ? 1/- (considering the post sub-division/split of face value of equity shares) held by the Eligible equity shareholders
of the Company as on the record date, which is approved by shareholders of the Company through postal ballot and e-voting. The
record date for the said sub-division was set at February 22, 2024.

The Company allotted 55,770,000 equity shares as fully paid bonus shares by capitalisation of profit transferred from retained
earnings amounting to ? 5.58 crores.

(vii) During the current year ended March 31, 2025, the Company has received balance 75% money amounting to ? 15.79 crores
against conversion of 42,100 warrants. The Company has issued and allotted 842,000 equity shares during the current year ended
March 31,2025 respectively at effective price of ? 250 each (Face value of ? 1 each, including a premium of ? 249 per equity share)
to the respective applicants, in the ratio of 20 (twenty) equity shares for each warrant after giving effect of sub-division/split and
bonus issue as referred to in note (vi).

(viii) Net proceeds of ? 1,029.66 crores were received from the issue of equity shares referred in (ii)(b) and (vii) above and convertible
warrants referred in note 12(a)(i), out of which ? 1,012.13 crores were utilised for working capital requirements and general
corporate purposes (? 996.35 crores were used indirectly by way of repayment of credit facilities). The balance amount of ? 17.53

rivM-ac ic i ini i ilicaH sac at l\/lorrh

(ix) Expected contribution during the next annual reporting period:

The Company''s best estimate of contribution during the next financial year approximates to ? 0.49 crores (March 31,2024:
? 0.32 crores).

(c) Other long term benefits:

The leave obligations cover the Company''s liability for earned leave. The liability towards compensated absences based on the

actuarial valuation carried out by using projected accrued benefit method resulted in a net liability of ? 0.58 crores as on March 31,

2025 (net liability of ? 0.12 crores as on March 31,2024) which have been shown under provisions in note 15.

34 Share Based Payments

(a) Employee Share Option Plan :

(i) The ESOS scheme titled "Kintech Renewables Limited Employees Stock Option Scheme - 2023" (ESOS 2023) was approved by
the shareholders in the annual general meeting held on September 30, 2023 and have approved the pool of 2,00,000 equity
shares of face value of ? 10/- each. Subsequently, the Company undertook a sub-division of equity shares, reducing the
face value from ?10 to ?1 per share. As a result, the original pool of 2,00,000 equity shares of ?10 each was proportionately
adjusted to 20,00,000 equity shares of ?1 each under the ESOS 2023.

(ii) In the financial year 2024-25, the Nomination and Remuneration Committee, at its meeting held on April 16, 2024, granted
3,00,500 stock options to eligible employees under the ESOS 2023. Each option entitles the grantee to acquire one equity
share of the Company. The options shall vest over a period of five years from the date of grant, in equal annual tranches of
20%. The exercise period for the options is six years from the date of grant.

(iii) The measure of volatility used in the Option-Pricing Model is the annualised standard deviation of the continuous rates of
return on the stock over a period of time.

(iv) The fair values are measured based on the Black-Scholes-model. The fair value of the options and inputs used in the
measurement of the grant date fair values of the equity-settled share based payments are mentioned below.

Valuation technique:

Inputs other than quoted prices included within level 1 that are observable for asset or liability, either directly (i.e. as prices) or
indirectly (derived from prices). The fair value is determined using quoted forward exchange rates at the reporting date"

- The Company''s finance team performs valuations of financial items for financial reporting purposes, including Level 3 fair values,
in consultation with third party valuation specialists for complex valuations. Valuation techniques are selected based on the
characteristics of each instrument, with the overall objective of maximising the use of market-based information. The finance
team reports directly to the chief financial officer (CFO) and to the audit committee.

- Fair value of loan given and security deposits approximate their carrying amounts due to the fact that the interest rate is equal
to the market interest rate as at the reporting date and the fair values are computed using Discounted cash flow (DCF) method.

There were no transfers between Level 1 and Level 2 during the year ended March 31,2025 and March 31,2024

(b) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a)
recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial
statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified
its financial instruments into the three levels prescribed under the accounting standard.

36 Fair value measurements (Contd.)

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments
that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing
price as at the reporting period.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques
which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This
is the case for unlisted equity securities, security deposits included in level 3.

(c) Assets and liabilities which are measured at amortised cost for which fair values are disclosed

All the financial asset and financial liabilities measured at amortised cost, carrying value is an approximation of their respective
fair value.

37 Financial risk management objectives

The Company''s activities expose it to market risk (including foreign currency risk and interest rate risk), liquidity risk and credit risk.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk :

The Company''s risk management is carried out by a treasury department under policies approved by the Board of Directors, The
Company treasury department identifies, evaluates and hedges financial risks in close co-operation with the Company''s operating
units. The Board provides principles for overall risk management, as well as policies covering specific areas, such as hedging of
foreign currency transactions, foreign exchange risk etc.

(a) Market risk

Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change
in the price of a financial instrument. The value of a financial instrument may change as result of changes in interest rates, foreign
currency exchange rates, liquidity and other market changes. Future specific market movements can not be normally predicted
with reasonable accuracy.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign
exchange rates. The Company''s functional currency is Indian Rupees (?). Most of the Company''s transactions are carried out in Indian
Rupees. Exposures to currency exchange rates mainly arise from the Company''s overseas sales and purchases, forward contracts
, lending to overseas subsidiary company etc. which are primarily denominated in Emirati Dirham (''AED'') and US Dollar (""USD"").
The Company has limited exposure to foreign currency risk and thereby it mainly relies on natural hedge. To further mitigate the
Company''s exposure to foreign currency risk, non-INR cash flows are continuously monitored and derivative contracts are entered
into wherever considered necessary.

Sensitivity

The following table illustrates the sensitivity of profit and equity in relation to the Company''s financial assets and financial liabilities
and the INR/AED exchange rate, with all other variables held constant. It assumes a /- 2.5% change of the INR/AED exchange
rate for the year ended 31 March 2025 (31 March 2024: 2.5%). This percentage has been determined based on the average market
volatility in exchange rates in the previous twelve months. Based on the movements in the foreign exchange rates historically and
the prevailing market conditions as at the reporting date, the Company''s management has concluded that the above mentioned
rates used for sensitivity are reasonable benchmarks. The sensitivity analysis is based on the Company''s foreign currency financial
instruments held at each reporting date and also takes into account forward exchange contracts that offset effects from changes
in currency exchange rates.

(b) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company.
The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where
appropriate, as a means of mitigating the risk of financial loss from defaults. The Company is exposed to credit risk for trade
receivables, cash and cash equivalents, investments, other bank balances, loans, other financial assets, financial guarantees and
derivative financial instruments.

Company''s trade receivables are generally categories into following categories:

1. Institutional customers

2. Dealers

In case of sale to institutional customers, certain credit period is allowed. In order to mitigate credit risk, generally of the sales are
secured by letter of credit, bank guarantee, post dated cheques, etc.

In case of sale to dealers certain, credit period is allowed. In order to mitigate credit risk, generally the sales made to dealers are
secured by way of post dated cheques (PDC). Further, Company has an ongoing credit evaluation process in respect of customers
who are allowed credit period.

The credit risk for cash and cash equivalents and bank deposits including interest accrued thereon is considered negligible, since
the counterparties are reputable banks with high quality external credit ratings. The credit risk for loans advanced to related
companies including interest accrued thereon is also considered negligible since operations of these entities are regularly
monitored by the Company and these companies have shown considerable growth. Further, the Company has assessed the
recoverability of other financial assets including security deposit and concluded that no expected credit allowance is required to
be created.

39 Capital management
(a) Risk management

The Company being in a capital intensive industry, its objective is to maintain a strong credit rating, healthy capital ratios and
establish a capital structure that would maximise the return to stakeholders through optimum mix of debt and equity.

The Company''s capital requirement is mainly to fund its business expansion, repayment of principal and interest on its borrowings
and strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cash
generated from its operations supplemented by funding from bank borrowings and the capital markets. The Company is not
subject to any externally imposed capital requirements.

The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost
and elongate the maturity of its debt portfolio, and closely monitors its judicious allocation amongst competing capital expansion
projects and strategic acquisitions, to capture market opportunities at minimum risk.

(c) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous
financial year.

(d) Utilisation of borrowed funds and share premium

No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies),
including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the intermediary
shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

No funds (which are material either individually or in the aggregate) have been received by the Company from any persons or
entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the
Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

The borrowings obtained by the company from banks have been applied for the purposes for which such loans were taken.

(e) Wilful defaulter

The Company has not been declared a wilful defaulter by any bank or financial institution or consortium thereof in accordance
with the guidelines on wilful defaulters issued by the RBI.

(f) Details of benami property held

There are no proceedings initiated or pending against the Company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(g) Details of crypto currency or virtual currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the reporting years.

(h) Valuation of Property, plant & equipment and intangible asset

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets during the
current or previous year.

(i) Registration of charges or satisfaction with Registrar of Companies

There is no charge or satisfaction of charge which is yet to be registered with ROC beyond the statutory period.

(j) Undisclosed income

The Company do not have any transaction not recorded in the books of accounts that has been surrendered or not disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961.

(k) Maintenance of Audit Trail log

The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which
uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of
recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with
the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company, in respect of financial year commencing on April 01, 2024, has used accounting softwares for maintaining its
books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout
the year for all relevant transactions recorded in the software, except for instances mentioned below. The Company did not come
across any instance of audit trail feature being tampered with, other than the consequential impact of the exceptions given
below. Furthermore, except for matters mentioned below the audit trail has been preserved by the Company as per the statutory
requirements for record retention.

1. The audit trail feature was not enabled at the database level for accounting software to log any direct data changes, used
for maintenance of accounting records, other than payroll records, by the Company for the period April 01 2024 to August
27, 2024. The said software did not capture the details of what data was changed while recording audit trail (edit log) at the
application level for the period April 01 2024 to August 27, 2024.

2. The audit trail pertaining to financial years from April 01,2023 to August 27, 2024 have not been preserved by the Company
as per the statutory requirements for record retention.

3. The accounting software used for maintenance of accounting records, other than payroll records, is operated by a third-
party software service provider for the period August 28, 2024 to March 31,2025 and in the absence of any information on
existence of audit trail (edit logs) for any direct changes made at the database level in the ''Independent Service Auditor''s
Assurance Report on the Description of Controls, their Design and Operating Effectiveness'' (''Type 2 report'' issued in
accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), we are unable to demonstrate whether
audit trail feature with respect to the database of the said software was enabled and operated throughout the year. It was
also validated that Company''s users did not have access to the said software''s database, to make any direct changes to the
database in the said period.

45 The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits
received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which
the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect
and will record any related impact in the period the Code becomes effective.

46 There are no other subsequent events that occurred after the reporting date.

47 In alignment with the new line of business i.e. trading and processing of Building Material Products, the name of the Company
has been changed from "Kintech Renewables Limited" to "SG Mart Limited" w.e.f. October 06, 2023. The net sales or income,
expenditure and net profit after tax for the year referred to in these standalone statement of profit and loss account pertain to the
aforesaid new line of business.

49 Amounts below the rounding off norms adopted by the Company are presented as "0.00".

As per our report of even date attached.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants SG MART LIMITED

Firm''s Registration No. 001076N/N500013

Ashish Gera Shiv Kumar Bansal Amit Thakur

Partner Whole Time Director Whole Time Director

Membership No. 508685 DIN : 09736916 DIN : 10732682

Place: Noida Suraj Kumar Sachin Kumar

Date: May 16, 2025 Chief Financial Officer Company Secretary

ICSI M.No. : A61525

---

Mar 31, 2024

During the year, the Company has given a loan amounting to C46.56 crore (March 31, 2023 : NIL) carrying interest 8.50 % p.a. to a wholly owned subsidiary viz. SG Marts FZE for the purpose of meeting its operational and capital requirements. The loan was repayable upto 5 years in tranches as and when funds are available with SG Marts FZE. The maximum amount outstanding during the year ended March 31,2024 was C46.56 crore.

There are no loans and advances in the nature of loans granted to promoters, directors, key managerial personnel and related parties (as defined under Companies Act, 2013) that are either repayable on demand or without specifying any terms or period of repayment.

(ii) Rights, preferences and restrictions attached to equity shares

(a) The Company has one class of equity shares having a par value of each (March 31, 2023 : C10 each). Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(b) The Company has alloted 30,00,000 equity shares of face Value of C10/- each, at an issue price of C450/- per equity share, which included a premium of C440 per equity share, on July 10, 2023 through preferential issue approved by the Board of Directors on April 3, 2023 and further approved by the shareholders on May 5, 2023. Out of 30,00,000 equity shares 8,00,000 shares shall be locked in upto February 17, 2025.

Further alloted 15,77,000 equity shares of face Value of C10/- each, at an issue price of C5,000/- per equity share, which included a premium of C4,990 per equity share, on November 28, 2023 through preferential issue approved by the Board of Directors on September 23, 2023 and further approved by the shareholders on October 24, 2023 and shall be locked-in upto July 14, 2024.

(iii) Board of Directors in its Meeting held on January 8, 2024, had approved a proposal of the sub-division of one equity share of face value C10 each into 10 equity share of face value C1 each, which is approved by shareholders of the Company through postal ballot and e-voting. The record date for the said sub-division was set at February 22, 2024.

(iv) Board of Directors in its Meeting held on January8, 2024, had approveda proposal ofissue ofBonus equity sharesto the equity shareholders ofthe Company inthe ratio of1:1 i.e.1 (One) Equity Shares for every1 (One) Equity Shares having a face value ofC1/- (considering the post sub-division/split offace value ofequity shares) held by the Eligible equity shareholders ofthe Company as on the record date, which is approved by shareholders ofthe Company through postal ballot and e-voting. The record date for the said sub-division was set at February 22, 2024. The Company allotted 5,57,70,000 equity shares as fully paid bonus shares by capitalisation of profit transferred from retained earings amounting to C5.58 crores.

The Company has alloted 7,23,000 convertible warrants of C10 each, at a price of C5,000 each, which included a premium of C4,990 per warrant on November 28, 2023 through preferential issue approved by the Board of Directors on September 23, 2023 and further approved by the shareholders on October 24, 2023 which shall be locked-in upto November 27, 2024.As ofnow the Company has received subscription amount of 25% of issue price i.e. C 1,250 per warrant in accordance with the provisions of SEBI (ICDR) Regulations, 2018. Further the aforesaid warrant shall be convertible in to 1,44,60,000 equity shares in ratio of 20:1 of face value of C1 each within 18 months from the date of allotment.

Nature and purpose of Reserves

(i) Securities premium : Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Indian Companies Act, 2013 (the Companies Act).

(ii) General reserve : The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. There is no policy of regular transfer. General reserves represents the free profits of the Company available for distribution. As per the Companies Act, certain amount was required to be transferred to General Reserve every time Company distribute dividend. General reserve is not an item of OCI, items included in the general reserve will not be reclassified to profit or loss.

(iii) Retained earnings : It represents unallocated/un-distributed profits of the Company. The amount that can be distributed as dividend by the Company to its equity shareholders is determined based on the separate financial statements of the Company and also considering the requirements of the Companies Act, 2013. Thus amount reported above are not distributable in entirety.

The basic and diluted EPS for the year ended March 31,2023 have been restated considering the face value of C1/- each on account of sub-division of the Ordinary (equity) Shares of face value C10/- each into Ordinary (equity) Shares of face value of C1/- each and bonus issue in accordance with Ind AS 33 - Earnings per Share .Also see note 14(a)(iii), (iv)

32	Contingent liabilities and commitments (to the extent not provided for)		(C in crore)
	Particulars	Year ended March 31, 2024	Year ended March 31, 2023
(a)	Contingent liabilities (for pending litigations)	-	-
	Total	-	-

(i) Based upon the legal opinion obtained by the management, there are various interpretation issues and thus management is in the process of evaluating the impact of the recent Supreme Court Judgement in relation to non-exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purpose of determining contribution to provident fund under the Employees Provident Fund & Miscellaneous provisions Act, 1952. Pending issuance of guidelines by the regulatory authorities on the application of this ruling, the impact on the Company, if any, can not be ascertained.

(b)	Commitments (1) Estimated amount of contracts remaining to be executed provided for	on capital account and not	(C in crore)
	Particulars	As at March 31, 2024	As at March 31, 2023
	(i) Property, plant and equipments (net of advances)	22.96	-

(2) The Company has other commitments, for purchase orders which are issued after considering requirements per operating cycle for purchase of services, employee''s benefits. The Company does not have any other long term commitments or material non-cancellable contractual commitments /contracts, including derivative contracts for which there were any material foreseeable losses.

(c) There has been no delays in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

33 Employee benefit obligations

(a) Defined contribution plans

The Company makes Provident Fund contributions which are defined contribution plans, for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised C 0.15 crore (Year ended March 31, 2023 C NIL ) for Provident Fund contributions in the statement of profit and loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation.

(b) Defined benefit plans Gratuity

The Company has an unfunded defined benefit gratuity plan. The gratuity scheme provides for lump sum payment to vested employees at retirement/death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of 6 months subject to a limit of C 0.20 crore. Vesting occurs upon completion of 5 years of service.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method i.e. projected unit credit method has been applied as that used for calculating the defined benefit liability recognised in the balance sheet.

(vi) Risk exposure

The defined benefit obligations have the undermentioned risk exposures :

Interest rate risk : The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

Salary inflation risk : Higher than expected increases in salary will increase the defined benefit obligation.

Demographic risk : This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria.

(vii) Defined benefit liability and employer contributions

The weighted average duration of the defined benefit obligation is 16.66 years (March 2023 : NA ).

(b) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, security deposits included in level 3.

(c) Assets and liabilities which are measured at amortised cost for which fair values are disclosed

All the financial asset and financial liabilities measured at amortised cost, carrying value is an approximation of their respective fair value.

The Company''s activities expose it to market risk (including foreign currency risk and interest rate risk), liquidity risk and credit risk. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk :

The Company''s risk management is carried out by a treasury department under policies approved by the Board of Directors, The Company treasury department identifies, evaluates and hedges financial risks in close co-operation with the Company''s operating units. The Board provides principles for overall risk management, as well as policies covering specific areas, such as hedging of foreign currency transactions, foreign exchange risk etc.

(a) Market risk

Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as result of changes in interest rates, foreign currency exchange rates, liquidity and other market changes. Future specific market movements can not be normally predicted with reasonable accuracy.

(i) Foreign currency risk

The Company''s functional currency is Indian Rupees (C). The Company undertakes transactions denominated in the foreign currencies; consequently, exposure to exchange rate fluctuations arise. Volatility in exchange rates affects the Company''s costs of imports, primarily in relation to import of capital goods. The Company is exposed to exchange rate risk under its trade and debt portfolio.

Adverse movements in the exchange rate between the Rupee and any relevant foreign currency result''s in the increase in the Company''s overall debt positions in Rupee terms without the Company having incurred additional debt and favourable movements in the exchange rates will conversely result in reduction in the Company''s receivable in foreign currency. In order to hedge exchange rate risk, the Company has a policy to hedge cash flows up to a specific tenure using forward exchange contracts and options. At any point in time, the Company hedges its estimated foreign currency exposure in respect of forecast sales over the following 6 months or as deemed appropriate based on market conditions. In respect of imports and other payables, the Company hedges its payable as and when the exposure arises.

(b) Credit risk

Credit risk arises when a counter party defaults on contractual obligations resulting in financial loss to the Company.

Company''s trade receivables are generally categories into following categories:

1. Institutional customers

2. Dealers

In case of sale to institutional customers, certain credit period is allowed. In order to mitigate credit risk, majority of the sales are secured by letter of credit, bank guarantee, post dated cheques, etc.

In case of sale to dealers certain, credit period is allowed. In order to mitigate credit risk, majority of the sales made to dealers are secured by way of post dated cheques (PDC).

Further, Company has an ongoing credit evaluation process in respect of customers who are allowed credit period.

In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than 30 days past due.

(c) Liquidity risk

The Company has a liquidity risk management framework for managing its short term, medium term and long term sources of funding vis-a-vis short term and long term utilization requirement. This is monitored through a rolling forecast showing the expected net cash flow, likely availability of cash and cash equivalents, and available undrawn borrowing facilities.

i) Maturities of financial liabilities

The table below analyses the Company''s all non-derivative financial liabilities into relevant maturity based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows.

(a) Risk management

The Company being in a capital intensive industry, its objective is to maintain a strong credit rating, healthy capital ratios and establish a capital structure that would maximise the return to stakeholders through optimum mix of debt and equity.

The Company''s capital requirement is mainly to fund its business expansion, repayment of principal and interest on its borrowings and strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings and the capital markets. The Company is not subject to any externally imposed capital requirements.

The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and elongate the maturity of its debt portfolio, and closely monitors its judicious allocation amongst competing capital expansion projects and strategic acquisitions, to capture market opportunities at minimum risk.

The Company monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes, interest bearing loans and borrowings less cash and cash equivalents, bank balances other than cash and cash equivalents.

Explanation of formulas used in calculating ratios :

(1) Net debt includes borrowings (long term and short term) net of cash & cash equivalents and bank balances.

(2) Earnings available for debt service includes profit after tax, finance costs, depreciation and other non cash expense.

(3) Debt service includes finance costs paid and principal repayment of borrowings (long term and short term).

(4) Earning before interest and taxes includes Profit before tax plus depreciation

(5) Capital employed includes Tangible net worth (Total assets - total liability - intangible assets), net debt and deferred tax liability.

Note :

* Debt to Equity ratio is not applicable as Net debts is negative.

This is the first year of the Company in the new business segment after taking over by the new management.

Accordingly, revenue growth resulting in increase in profits along with higher efficiency on working capital improvement has resulted major change in the ratios.

(d) Relationship with struck off companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

(e) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013

(f) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(g) Utilisation of borrowed funds and share premium

No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

No funds (which are material either individually or in the aggregate) have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

The borrowings obtained by the company from banks have been applied for the purposes for which such loans were taken.

(h) Wilful defaulter

The Company has not been declared a wilful defaulter by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters issued by the RBI.

(i) Details of benami property held

There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(j) Details of crypto currency or virtual currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the reporting years.

(k) Valuation of Property, plant & equipment and intangible asset

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(l) Registration of charges or satisfaction with Registrar of Companies

There is no charge or satisfaction of charge which is yet to be registered with ROC beyond the statutory period.

(m) Undisclosed income

The Company do not have any transaction not recorded in the books of accounts that has been surrendered or not disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

40 During the year, in alignment with the new business activity, name of the Company has been changed from ""Kintech Renewables Limited"" to ""SG Mart Limited"" w.e.f. October 6, 2023.

Further its registered office has been shifted from Gujarat state to NCT of Delhi w.e.f. February 12, 2024.

41 Previous year''s figure have been regrouped / reclassified wherever necessary to correspond with the current year''s figures.

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Mar 31, 2023

Provisions and Contingent liabilities

A provision is recognized when the Company has a present obligation as a result of past event. It is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not
discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These
estimates are reviewed at each reporting date and adjusted to reflect the current best estimate.

Where no reliable estimate can be made, a disclosure is made as a contingent liability. A disclosure for a contingent liability is also made when there
is a possible obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in
respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

n) Dividend

The final dividend is recognized in the financial statements as and when declared in AGM and payment made.

o) Cash & Cash equivalents

Cash and cash equivalents comprise cash and cash on deposit with banks and corporations. The company considers all highly liquid investments with
a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash
equivalents.

p) Merger and Acquisition

# The Company Divine Windfarm Private Limited (DWPL) (Wholly Owned Subsidiary) (Transferor Company) was merged with Kintech Renewables
Limited (KRL) (Parent Company) (Trnasferee Company) vide order of National Company Law Tribunal dated:30,January 2020 effective from 01,April
2019.

The Company has given effect of merger in accordance with common control merger of accounting as prescribed under Indian Accounting Standard
103 - "Business Combination" as notified under section 133 pf the Companies Act,2013 read with the Companies (Indian Accounting Standards)

Rules,2015 and other applicable accounting standards and rules prescribed under the Act.

q) A. Optional exemptions availed :

1 Property, Plant and Equipment

On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recognised as at 1
April 2016, measured as per the previous GAAP, and use that carrying value as the deemed cost of such property, plant and equipment.The same
election has been made in respect of intangible assets.

B. Mandatory Exceptions :

1 Estimates

As per Ind AS 101 , an entity''s estimates in accordance with Ind AS at the date of transition to Ind AS at the end of the comparative period
presented in the entity''s first Ind AS financial statements as the case may be, should be consistent with estimates made for the same date in
accordance with the previous GAAP unless there is objective evidence that those estimates were in error. However the estimates should be adjusted
to reflect any differences in accounting policies.

As per Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under previous GAAP, those
estimates should be made to reflect conditions that existed at the date of transition (for preparing opening Ind AS balance sheet) or at the end of the
comparative period (for presenting comparative information as per Ind AS)

The Company''s estimates under Ind AS are consistent with the above requirements.

2 Derecognition of financial assets and liabilities

As per Ind AS 101, an entity should apply the derecognition requirements in Ind AS 101, Financial Instruments, prospectively for transactions
occurring on or after the date of transition to Ind AS. However, an entity may apply the derecognition requirements retrospectively from a date
chosen by it if the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions
was obtained at the time of initially accounting for those transactions.

The Company has elected to apply the derecognition principles of Ind AS 109 prospectively.

3 Classifications and Measurement of Financial Assets

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of
transition.Further, the standard permits measurement of financial assets accounted at amortized cost based on facts and circumstances existing at
the date of transition if retrospective application is impracticable.

r) Recent Accounting Developments

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting
Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules,

2022, as below.

Ind AS 16 - Property Plant and equipment - The amendment clarifies that excess of net sale proceeds of items produced over the cost of testing, if
any, shall not be recognised in the profit or loss but deducted from the directly attributable costs considered as part of cost of an item of property,
plant, and equipment. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2022. The Company has
evaluated the amendment and there is no impact on its financial statements.

Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets - The amendment specifies that the ''cost of fulfilling'' a contract comprises the
''costs that relate directly to the contract''. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples
would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the
depreciation charge for an item of property, plant and equipment used in fulfilling the contract). The effective date for adoption of this amendment is
annual periods beginning on or after April 1, 2022, although early adoption is permitted. The Company has evaluated the amendment and the
impact is not expected to be material.

The accompanying Notes 1 to 24 are integral part of these Financial Statements.

For Ashok Kumar Goyal & Co For and on behalf of the Board of Directors of

Chartered Accountants KINTECH RENEWABLES LIMITED

Firm''s Registration No. 002777N

Shivkumar Niranjanlal Bansal Khushboo Singhal

Whole Time Director Director

Amit Bansal DIN : 09736916 DIN : 09420048

Partner

Membership No. 506269
UDIN :

Somya Gupta Sachin Kumar

Place: New Delhi Chief Financial Officer Company Secretary

Date: April 17, 2023 ICSI M.No. : A61525

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Mar 31, 2015

Notes

1. There are No (Previous year - No) rights, preference and restriction attaching to each class of shares including restriction on the distribution of dividend and the repayment of capital.

2. There are nil number of shares (Previous year Nil) in respect of each class in the company held by its holding company or its ultimate holding company including shares held by or by subsidiary or associates of the holding company or the ultimate holding company in aggregate.

3. There are NIL number of shares (Previous year Nil) reserved for issue under option and contracts/commitment for the sale of shares/disinvetment including the terms and amounts.

4. For the period of five years immediately preceding the date as at which the balance sheet is prepared :

Aggregate number and class of shares allotted as fully paid-up pursuant to contract(s) without payment being received in cash - Nil

Aggregate number and class of shares allotted as fully paid-up - Nil

Aggregate number and class of shares bought back - Nil

5. There are NO securities (Previous year No) convertible into Equity/Preferential Shares

6. There are NO calls unpaid (Previous year No) including calls unpaid by Directors and Officers as on balance sheet date or any forfeited shares.

7. The Company has no suppliers which constitutes small scale Industrial undertaking.

8. The Company principally engaged in the business of Textiles. Accordingly there are no reportable segments as per Accounting Standard No.17 issued by the Institute of Chartered Accountants of India on 'Segment Reporting'.

9. The equity shares of the company are listed on the following Stock Exchanges and company has duly paid the requisite amount of annual listing fees for the year 2014-15 to both the Stock Exchanges.

a) Ahmedabad Stock Exchange Limited Kamdhenu Complex, Opp. Sahajanand College, Panjarapole, Ahmedabad - 380 015.

b) Bombay Stock Exchange Limited Phiroz Jeejeebhoy Tower, Dalal Street, Mumbai-01.

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Mar 31, 2013

1 The Company has invested in the capital of the following partnership firms : Name of the Partnership Firm : RAYBAN INVESTMENTS

Total Capital of the Firm : Rs.30,62,94,326/-

2 No Provision for Current tax has been made in the absence of taxable income.

3 The Company has no suppliers which constitutes small scale Industrial undertaking.

4 The Company principally engaged in the business of Textiles. Accordingly there are no reportable segments as per Accounting Standard No.17 issued by the Institute of Chartered Accountants of India on ''Segment Reporting''.

5 The equity shares of the company are listed on the following Stock Exchanges and company has duly paid the requisite amount of annual listing fees for the year 2012-13 to both the Stock Exchanges.

a) Ahmedabad Stock Exchange Limited Kamdhenu Complex, Opp. Sahajanand College, Panjarapole, Ahmedabad - 380 015.

b) Bombay Stock Exchange Limited Phiroz Jeejeebhoy Tower, Dalal Street, Mumbai-01.

6 Related party disclosures as required by Accounting Standard No.18 issued by the Institute of Chartered Accountants of India are as follows :

(a) Relationships :

i) Joint Ventures / Partnerships : Rayban Investments