Directors Report of SGL Resources Ltd.

Mar 31, 2025

Your Directors'' are pleased to present the 33^rd Annual Report on the business and operations together with the Audited Financial Statements for the year ended on March 31, 2025.

Financial Results

The Company''s financial performance for the Year ended on March 31, 2025 is summarized below:

(Rs. in Lakhs)
Sr. No.	Particulars	Standalone		Consolidated
Sr. No.	Particulars	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
1.	Total Revenue	5023.93	3015.85	5034.09	3015.85
2.	Profit before Finance Cost, Depreciation & amortization Expense and Tax Expense (Operating Profit)	1135.69	442.02	1140.63	441.72
3.	Finance costs	122.74	167.65	122.82	167.65
4.	Depreciation and Amortisation	867.72	121.56	867.72	121.56
5.	Profit before Taxation (PBT)	145.23	152.81	150.09	152.52
6.	Tax expense
	Current Tax	53.89	41.07	53.89	41.07
	Deferred Tax	(53.07)	(52.88)	(53.07)	(52.88)
	Tax adjustment of Previous Year	4.02	2.75	4.02	2.75
7.	Net Profit	140.40	161.87	145.25	161.57
8.	Total comprehensive income (after tax)	137.89	162.29	142.74	161.57

State of Company Affairs Standalone Basis

The total revenue during the year under review was ^ 5023.93 Lakhs as against ^ 3045.85 Lakhs in the previous year. Operating Profit for the year under review is ^1135.69 Lakhs as against ^ 442.02 Lakhs in previous year thereby increase of around 158.25%.Net Profit after tax amounted to ^ 140.40 Lakhs as against ^ 161.86 Lakhs in previous year a decrease of 13.25%..

Consolidated Basis

The total revenue during the year under review was ^5034.09 Lakhs as against ^3015.85 Lakhs in the previous year. Operating Profit for the year under review is ^1140.63 Lakhs as against ^441.72 Lakhs in previous year thereby increase of around 158.25%. Net Profit after tax amounted to ^ 145.25 Lakhs as against ^ 161.57 Lakhs in previous year increase of 13.25%..

Financial statements are in compliance with the applicable provisions of Companies Act, 2013 including the Indian Accounting Standard (Ind AS) 33 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2024-2025.

Dividend

In order to conserve the resources and to strengthen the financial position of the company and to meet long term fund requirement, your Directors do not recommend any dividend for the year under review.

Nature of Business

The Company is engaged in design and development of Indigenous Geospatial software known as IGIS (Integrated GIS and Image Processing Software) in joint development partnership with SAC-ISRO. Your Company has developed multitudes of verticalized product and solution based on IGIS for segments like urban, Land records management, agriculture, defense, forest, law enforcement, utilities etc., which caters to the specific business need of respective segments using integrated GIS and remote sensing technology.

The company had to diversify its business and accordingly a postal ballot notice dated August 05, 2024 is issued for Amendment in object clause of the memorandum of association of the company to include the business of coal, solar projects and EPC contracting.

Transfer to General Reserve:

The Board of Directors of your company has decided not to transfer any amount to General Reserve for the year under review.

Share Capital

During the year under review, the Company has not altered/modified its authorised share capital and has not issued any shares. The Company has not issued any sweat equity shares to its directors or employees.

The Company has not issued any sweat equity shares to its directors or employees.

The Paid-up Share Capital of the Company as on 31st March, 2025 is 25,04,79,800/- Equity Shares of Rs.2/-each fully paid-up. (2024-25)

During the year under review, the Company has not issued shares with differential voting rights. As on March 31, 2025, none of the Directors of the Company holds instruments convertible into equity shares of the Company

The Paid-up Equity Share Capital as on March 31, 2025 was ^ 5009.60 Lakhs.

Allotment of Equity Shares

During the year under review,the company issued up to 8,23,72,552 Equity shares of face value of Rs. 2 Each at a price of Rs 6/- per right share including a share premium of Rs. 4/- per Right share through Rights issue of the Company.

Extra-Ordinary General Meeting of the Company

Company has convened 1(one) Extra-Ordinary General Meeting(s) in F.Y.2024-25

Material Changes and Commitments Affecting Financial Position between end of the Financial Year and Date of Report

1. A postal ballot notice dated April 21, 2025 has been issued to pass following resolutions:-

â¢ An ordinary resolution to appoint M/s Manoj Acharya & Associates, chartered accountants as a statutory auditor to fill casual vacancy caused by resignation of previous auditor for F.Y. 2024-25..

â¢ An ordinary resolution for approval for appointment of Mr. Rajeshbhai Amrutbhai Katkoria (DIN: 00548324) as Non-Executive Non-Independent Director of the company.

â¢ A ordinary resolution for approval for appointment of Mrs. Naynaben Jayeshbhai Vanparia (DIN: 07760252) as Non-Executive Non Independent Director of the company.

â¢ A special resolution for approval for appointment of Mr. Keval Rajeshbhai Parikh (DIN: 10757737) as Non-Executive Independent Director of the company.

â¢ A special resolution for approval for appointment of Mrs. Pooja Smit Shah (DIN: 07441428) as Non-Executive Independent Director of the company.

Board of Directors and Key Managerial Personnel> Retire by Rotation

Mr. Kantilal Ladani (DIN: 00016171) is liable to retire by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. The Directors recommend for his re-appointment. Brief profile of Mr. Kantilal Ladani (DIN: 00016171) seeking re-appointment is enclosed as ANNEXURE -I.

> Appointment

â¢ Mr. Rajesh Katkoria was appointed as Non-executive Director of the Company w.e.f 14^th February, 2025.

â¢ Mrs Pooja Shah was appointed as an Independent Director of the Company w.e.f. 26^th March, 2025.

â¢ Mrs. Nayanaben Vanparia was appointed as Non-executive Director of the Company w.e.f 26^thMarch, 2025.

â¢ Mr. Keval Parikh was appointed as an Independent Director of the Company w.e.f. 26^th March, 2025.

â¢ Mrs. Krishna Bhavsar was appointed as a Company Secretary & Compliance officer of the Company w.e.f.14^th November, 2025.

> Resignation / Cessation

â¢ Ms. Seema Vithlani has resigned from the post of Non executive Independent Director of the Company w.e.f May 24, 2025.

â¢ Mr. Mitesh Sanghvi has resigned from the post of Non-Executive Director of the company w.e.f. January 04, 2025 due to personal reasons. There was no material reason for his resignation.

â¢ Ms. Komal Peshwani has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. September 30, 2024

â¢ Ms. Krishna Bhavsar has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. January 7, 2025.

â¢ Mr. Jay Chotalia has resigned from the post of Non-Executive Director of the company w.e.f. January 04, 2025 due to personal reasons. There was no material reason for his resignation.

â¢ Mr. Kalpesh Rachchh has resigned from the post of Non-Executive Independent Director of the company w.e.f. February 14, 2025 due to personal reasons. There was no material reason for his resignation.

â¢ Mr. Suresh Tejwani has resigned from the post of Non-Executive Independent Director of the company w.e.f. February 14, 2025 due to personal reasons. There was no material reason for his resignation.

> , Changes in management after closure of Financial year:-

â¢ Ms Sona Bachani was appointed as Additional Director w.e.f. June 18, 2025 and regularized as NonExecutive-Independent Director w.e.f. July 18, 2025.

â¢ Mr. Sachin Kumar was appointed as Additional Director w.e.f. June 25, 2025 and regularized as NonExecutive Non-Independent Director w.e.f. July 18, 2025.

â¢ Mr. Murli Chandak was appointed as Additional Director w.e.f. June 25, 2025 and regularized as NonExecutive-Independent Director w.e.f. July 18, 2025.

â¢ Mr. Mohan Chandiramani was appointed as Additional Director w.e.f. June 25, 2025 and regularized as Non-Executive-Independent Director w.e.f. July 18, 2025.

â¢ Mr. Rajesh Katkoria Non-Executive Director of the Company ceased to be director w.e.f May 24, 2025 due to non-approval of his appointment by members through Postal Ballot.

â¢ Mrs Pooja Shah, Non-Executive Independent Director of the Company ceased to be director w.e.f May 24, 2025 due to non-approval of his appointment by members through Postal Ballot.

â¢ Mrs. Nayanaben Vanparia, Non-Executive Director of the Company ceased to be director w.e.f May 24, 2025 due to non-approval of his appointment by members through Postal Ballot.

â¢ Mr. Keval Parikh, Non-Executive Independent Director of the Company ceased to be director w.e.f May 24, 2025 due to non-approval of his appointment by members through Postal Ballot.

â¢ Mr. Ritesh Mishra was appointed as Additional Director w.e.f. June 18, 2025 and resigned on June 24, 2025 due to his pre occupation and other personal commitments.

â¢ Mr. Niyati Vora was appointed as Additional Director w.e.f. June 18, 2025 and resigned on June 24, 2025 due to his pre occupation and other personal commitments.

â¢ Mr. Bony Patel was appointed as Additional Non-executive Director of the Company and ceased to be director due to non-approval by members w.e.f July 18, 2025.

â¢ Ms. Foram Bhuva was appointed as Company Secretary w.e.f May 1, 2025.

Subsidiary Company

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial position of subsidiary company is attached as ANNEXURE II in Form AOC-1 prepared under section 129(3) of the Companies Act, 2013 to the consolidated Financial Statements of the Company.

The Company has kept the separate audited financial statements in respect of subsidiary at the Registered Office of the Company and the same is available upon the request by any shareholder of Company. The said financial statements are also available on the website of your Company at www.sgligis.com.

Registered Office:

Registered office of the company has been shifted from D-1002-1021, 10^th Floor, Swati Clover, Shilaj Circle, S.P. Ring Road, Shilaj, Ahmedabad, Daskroi, Gujarat, India, to 506, Fifth Floor, Venus Atlantis,, Near Shell Petrol Pump, Prahalad Nagar Road, Ahmedabad, Gujarat, India, 380015380059.w.e.f June 30, 2024.

Although, for better administrative convenience, Registered office of the company has been shifted from D-1002-1021, 10^th Floor, Swati Clover, Shilaj Circle, S.P. Ring Road, Shilaj, Ahmedabad, Daskroi, Gujarat, India, 380059 to D-1016-1021, 10^th Floor, Swati Clover, Shilaj Circle, S.P. Ring Road, Shilaj, Ahmedabad, Daskroi, Gujarat, India, 380059 with effect from March 21, 2025.

Criteria for determining Qualifications, Positive Attributes, Independence and other Matters concerning a Director

Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behavior, good communication, leadership skills and give impartial judgement.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

Details of Independent Director(s) and their Declaration

>	The company had following independent directors as on March 31, 2025:-
	S.No.	Name of Directors	DIN
	1	Mr. Dinesh Shah	02377709
	2	Keval Rajeshbhai Parik	10757737
	3	Mrs Pooja Shah	07441428

> Following changes were made after the closure of independent directors:-

â¢ Ms Sona Bachani was appointed as Additional Director w.e.f. June 18, 2025 and regularized as NonExecutive-Independent Director w.e.f. July 18, 2025.

â¢ Mr. Murli Chandak was appointed as Additional Director w.e.f. June 25, 2025 and regularized as NonExecutive-Independent Director w.e.f. July 18, 2025.

â¢ Mr. Mohan Chandiramani was appointed as Additional Director w.e.f. June 25, 2025 and regularized as Non-Executive-Independent Director w.e.f. July 18, 2025.

â¢ Mrs Pooja Shah, Non-Executive Independent Director of the Company ceased to be director w.e.f May 24, 2025 due to non-approval of his appointment by members through Postal Ballot.

â¢ Mr. Keval Parikh, Non-Executive Independent Director of the Company ceased to be director w.e.f May 24, 2025 due to non-approval of his appointment by members through Postal Ballot.

â¢ Mr. Ritesh Mishra was appointed as Additional Director (Non-executive Independent) w.e.f. June 18, 2025 and resigned on June 24, 2025 due to his pre occupation and other personal commitments.

â¢ Mr. Niyati Vora was appointed as Additional Director (Non-executive Independent) w.e.f. June 18, 2025 and resigned on June 24, 2025 due to his pre occupation and other personal commitments.

> Declarations of independent directors

The Declarations, required under Section 149(7) of the Act and Regulation 25(8) of SEBI Listing Regulations from all the Independent Directors of the Company confirming that they meet the criteria of independence, were duly received by the Company.

Familiarization Programme for Independent Directors

The Company keeps its Directors informed of all the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry in a proactive manner. The details of various familiarization programs provided to the Directors of the Company is available on the Company''s website on https://www.sgligis.com/investors/#leadership

Meetings of Board

During the year under review 10 (ten) Board Meetings were held. The Details of the Board Meetings and the attendance of the Directors are given in the Corporate Governance Report.

Committees of Board

The following Committees constituted by the Board, function according to their respective roles and scope:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholder and Relationship Committee

â¢ Right issue Committee

â¢ Corporate governance Committee

> Audit Committee

In accordance with the provisions of section 177(8) of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the recommendations of the Audit Committee during the financial year 2024-25.

The details of term of reference of the Audit Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

> Nomination and remuneration committee

In accordance with the provisions of section 178 of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the recommendations of the Nomination and remuneration committee during the financial year 2024-25.

The details of term of reference of the Nomination and remuneration committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

> Stakeholder and Relationship Committee

The Stakeholder and Relationship Committee is established in accordance with the Companies Act, 2013 and the Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of term of reference of the Stakeholder and Relationship Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

> Right issue Committee

Right issue Committee is established in accordance with the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015. The details of right issue Committee meeting held and its composition is given separately in the Corporate Governance Report.

> Corporate governance Committee: -

Corporate governance Committee is established in accordance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Company Secretary to acts as the Secretary to the Committee.

Policy on director''s appointment and remuneration.

The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and remuneration for Key Managerial Personnel and other employees can be viewed at the Company''s website at https://www.sgligis.com/investors/#leadership

Directors'' Responsibility Statement:

Pursuant to the requirement in section 134(3) (c) of the Companies Act, 2013, the Directors state that:

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

b. such accounting policies as mentioned in the notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as March 31, 2025 and of the profit of the Company 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. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively

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

Evaluation of Board Performance

In compliance to the provisions of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015 the annual performance evaluation of Board and its Committee was carried out during the year under review, details on the same are given in the Corporate Governance Report.

Auditors> Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013, and rules made there under, the Board of Directors on the recommendation of the Audit Committee had appointed M/s. R V Somani & Associates, Chartered Accountants, having FRN: 141806W as the Statutory Auditors of the company on July 18, 2025 to hold office until conclusion of 33^rd Annual General Meeting of the Company.

The Auditors'' Report on the accounts of the Company for the financial year ended March 31, 2025 is selfexplanatory and does not call for any further explanations or comments that may be treated as adequate compliance of provisions of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

> Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other than those which are reported to the central government: -

During the year under consideration, there were no such instances.

> Secretarial Auditor

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. Harish P. Jain & Associates, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the Company for the financial year 2024-2025.

The Report of the Secretarial Audit is annexed herewith as ANNEXURE-III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

> Cost Auditor

Pursuant to provisions of Section 148 of the Companies Act, 2013 and rules made thereunder, Cost Audit is not applicable to the Company for Financial year 2024-2025.

> Internal Auditor

The Company has appointed Mr. Ravi Patel (PAN:-DRTPP6986B) as an Internal Auditors of the Company. Compliance with Secretarial Standards

The Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries of India from time to time.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as ANNEXURE - IV.

Management Discussion and Analysis

As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of annual report.

Corporate Governance Report

As per Regulation 27 of SEBI (LODR) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Contracts and Arrangements with Related Parties

The Company has entered into Related Party Transactions during the financial year. All Related Party Transactions were placed before the Audit Committee of the Board for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). There were no material related party transactions entered by the Company during the year under review. AOC-2 is annexed herewith as ANNEXURE-V.

Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company''s website on https://www.sgligis.com/investors/#governance

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 is available on the Company''s website on https://www.sgligis.com/investors/#governance

Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ANNEXURE-VI which forms part of this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as ANNEXURE-VII which forms part of this report.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year no reportable material weakness in the design or operation were observed.

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures.

Development and Implementation of Risk Management Policy

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

Further, the Company identifies risks with its degree and control systems are instituted to ensure that the risks in business process are mitigated. The Board provides oversight and reviews the Risk Management Policy periodically. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The said Policy is available on the website of the Company on https://www.sgligis.com/investors/#governance

Significant and Material Orders by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Future Operations.

No such orders have been passed by the Regulators/Courts or Tribunal which can impact the going concern status and Company''s operation in future.

Public Deposits

Your Company has not accepted any deposits falling within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

Corporate Social Responsibility

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016

Your Company has neither made any application nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-2025.

Disclosure as Per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules. The Policy is available on the website of the Company on https://www.sgligis.com/investors/#governance. No complaint has been received on sexual harassment during the financial year 2024-2025.

Industrial Relations

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Acknowledgement

The Board of Directors express their sincere thanks and wishes to place on record its deep appreciation forthe continued support, confidence and co-operation that the company has received from SAC-ISRO, ANTRIX, customers, suppliers, investors, bankers, government agencies and other associates. Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels for their services and commitment during the year.

Mar 31, 2024

Your Directorsâ are pleased to present the 32^nd Annual Report on the business and operations together with the Audited Financial Statements for the year ended on March 31,2024.

Financial Results

The Companyâs financial performance for the Year ended on March 31,2024 is summarized below:

in I akhsâ)

Sr.	Particulars	Standalone		Consolidated
No.		March 31,	March 31,	March 31,	March 31,
		2024	2023	2024	2023
1.	Total Revenue	3015.85	1741.45	3015.85	1741.45
2.	Profit before Finance Cost, Depreciation & amortization Expense and Tax Expense (Operating Profit)	442.02	394.86	441.72	394.38
3.	Finance costs	167.65	170.25	167.65	170.26
4.	Depreciation and Amortisation	121.56	121.56	121.56	121.56
5.	Profit before Taxation (PBT)	152.80	103.05	152.51	102.56
6.	Tax expense
	Current Tax	41.07	37.19	41.07	37.19
	Deferred Tax	(52.88)	(0.56)	(52.88)	(0.56)
	Tax adjustment of Previous Year	2.75	7.98	2.75	7.98
7.	Net Profit	161.86	58.44	161.57	57.95
8.	Total comprehensive income (after tax)	162.29	73.11	162.00	72.62

State of Company Affairs Standalone Basis

The total revenue during the year under review was ? 3015.85 Lakhs as against ? 1741.45 Lakhs in the previous year. Operating Profit for the year under review is ? 442.07 Lakhs as against ? 394.86 Lakhs in previous year thereby increase of 11.96%. Net Profit after tax amounted to ? 161.86 Lakhs as against ? 58.44 Lakhs in previous year an increase of 176.97%.

Consolidated Basis

The total revenue during the year under review was ?3015.85 Lakhs as against ? 1741.45Lakhs in the previous year. Operating Profit for the year under review is ? 441.72 Lakhs as against ? 394.38 Lakhs in previous year thereby increase of 12.00 %. Net Profit after tax amounted to ? 161.57 Lakhs as against ? 57.95 Lakhs in previous year increase of 178.80%.

Dividend

Major Events during the financial year

There were no major events during the financial year 2023-2024.

Nature of Business

The Company is engaged in design and development of Indigenous Geospatial software known as IGiS (Integrated GIS and Image Processing Software) in joint development partnership with SAC-ISRO. Your Company has developed multitudes of verticalized product and solution based on IGiS for segments like urban, Land records management, agriculture, defense, forest, law enforcement, utilities etc., which caters to the specific business need of respective segments using integrated GIS and remote sensing technology.

Transfer to General Reserve:

The Board of Directors of your company has decided not to transfer any amount to General Reserve for the year under review.

Share Capital

During the year under review, the Authorised Share Capital of the company has been increased from Rs.

20.00. 00.000/- 000 (Rupees Twenty Crores Only) divided into 10,00,00,000 (Ten Crores Only) Equity Shares of Rs. 2 each (Rupees Two Only) to Rs. 35,00,00,000 (Rupees Thirty five Crores Only) divided into

17.50.00. 000 (Seventeen Crores fifty lakhs Only) Equity Shares of Rs. 2 each (Rupees Two Only) vide resolution passed by shareholders of the company at Extra Ordinary General Meeting held on Friday, August 25, 2023.

The Paid-up Equity Share Capital as on March 31,2024 was ? 1386.14 Lakhs.

Allotment of Equity Shares

During the year under review, the company has not allotted any equity shares and company has no debt securities.

Extra-Ordinary General Meeting of the Company

Company has convened Extra-Ordinary General Meeting(s) on Friday, August 25, 2023.

Material Changes and Commitments Affecting Financial Position between end of the Financial Year and Date of Report

1. The company issued up to 9,88,00,000/- Equity shares of face value of Rs. 2 Each through Rights issue of the Company which opened for subscription on Tuesday, April 30, 2024 and closed on Wednesday, May 08, 2024 vide letter of offer dated April 16, 2024 .

2. Mr. Deven Laheru has resigned from the post of Chief Executive Officer (Key Managerial Personnel) of the Company vide letter dated June 17, 2024 with effect from the close of working hours on June 17, 2024 due to personal reasons.

3. A postal ballot notice dated August 05, 2024 has been issued to pass following resolutions:-

â¢ An ordinary resolution for increase in Authorised Share Capital of the Company and Alteration of Capital Clause of Memorandum of Association of the Company.

â¢ A special Resolution for appointment of Mrs. Seema Chandresh Vithlani (DIN:- 06921003) as an Independent Woman Director of the Company.

â¢ A special Resolution for amendment in object clause of the Memorandum of Association of the company.

â¢ A special Resolution for approval of Change of name of company from Scanpoint Geomatics Limited to SGL Resources Limited.

Board of Directors and Key Managerial Personnel

> Retire by Rotation

Mr. Mitesh Kiritikumar Sanghvi (DIN: 07403394) is liable to retire by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. The Directors recommend for his re-appointment. Brief profile of Mr. Mitesh Kiritikumar Sanghvi (DIN: 07403394) seeking re-appointment is enclosed as ANNEXURE -I.

> Appointment

Ms. Komal Peshwani was appointed as Company Secretary and Compliance Officer of the Company w.e.f.. January 31,2024.

> Resignation / Cessation

â¢ Mr. Kishan Patel has resigned from the post of Non-executive Independent Director of the company w.e.f. September 18, 2023 due to personal reasons. There was no material reason for his resignation.

â¢ Mr. Dhaval Parekh has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. January 02, 2024.

> Changes in management after closure of Financial year:-

â¢ Re-appointment of Mr. Kalpesh Prabhudasbhai Rachchh (DIN: 03363315) as an Independent director of the Company for a Second term of five (5) Consecutive years with effect from May 02, 2024.

â¢ Re-appointment of Mr. Suresh Tejwani (DIN: 08437794) as an Independent director of the Company for a Second term of five (5) Consecutive years with effect from May 02, 2024.

â¢ The term of Mrs. Aarti Panigrahi ended as Women Independent Director w.e.f. May 23, 2024.

â¢ Mrs. Seema Chandresh Vithlani was appointed as Additional Director w.e.f. May 24, 2024 and regularized as Non-Executive-Independent Director w.e.f. September 04, 2024.

Subsidiary Company

Registered Office:

Registered office of the company has been shifted from D/1006 - 1012, 1022- 1026, 10^th Floor, Swati Clover, Shilaj Circle, S.P. Ring Road, Ahmedabad-380058 to D-1002-1021, 10^th Floor, Swati Clover, Shilaj Circle, S.P. Ring Road, Shilaj, Ahmedabad, Daskroi, Gujarat, India, 380059.w.e.f June 30, 2023.

Criteria for determining Qualifications, Positive Attributes, Independence and other Matters concerning a Director

Diversity of thought, experience, industry knowledge, skills and age.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

Details of Independent Director(s) and their Declaration

> The company had following independent directors as on March 31, 2024:-

S.No.	Name of Directors	DIN
1	Suresh Shankarbhai Tejwani	08437794
2	Kalpesh Prabhudasbhai Rachchh	03363315
3	Aarti Panigrahi	09612211
4	Dinesh Jamnadas Shah	02377709

> Following changes were made after the closure of independent directors:-

â¢ Re-appointment of Mr. Kalpesh Prabhudasbhai Rachchh (DIN: 03363315) as an Independent director of the Company for a Second term of five (5) Consecutive years with effect from May 02, 2024.

â¢ Re-appointment of Mr. Suresh Tejwani (DIN: 08437794) as an Independent director of the Company for a Second term of five (5) Consecutive years with effect from May 02, 2024.

â¢ The term of Mrs. Aarti Panigrahi ended as Women Independent Director w.e.f. May 23, 2024.

â¢ Mrs. Seema Chandresh Vithlani was appointed as Additional Director w.e.f. May 24, 2024 and regularized as Non-Executive-Independent Director w.e.f. September 04, 2024.

> Declarations of independent directors

Familiarization Programme for Independent Directors

The Company keeps its Directors informed of all the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry in a proactive manner. The details of various familiarization programs provided to the Directors of the Company is available on the Companyâs website on https://www.sgligis.com/investors/#leadership

Meetings of Board

During the year under review 13 (thirteen) Board Meetings were held. The Details of the Board Meetings and the attendance of the Directors are given in the Corporate Governance Report.

Committees of Board

The following Committees constituted by the Board, function according to their respective roles and scope:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholder and Relationship Committee

â¢ Right issue Committee

â¢ Corporate governance Committee

> Audit Committee

The details of term of reference of the Audit Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

> Nomination and remuneration committee

The details of term of reference of the Nomination and remuneration committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

> Stakeholder and Relationship Committee

The Stakeholder and Relationship Committee is established in accordance with the Companies Act, 2013 and the Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of term of reference of the Stakeholder and Relationship Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

> Right issue Committee

Right issue Committee is established in accordance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of right issue committee meeting held and its composition are given separately in the Corporate Governance Report.

Name	Designation
Mr. Kalpesh Prabhudasbhai Rachchh ( Non-Executive, Independent Director)	Chairman
Mrs. Aarti Panigrahi, ( Non-Executive, Independent Director)	Member
Mr. Jay Chotalia ( Non-Executive- Non-Independent Director)	Member

Corporate governance Committee is established in accordance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of Corporate Governance Committee is as follows as on March 31,2024:-

Company Secretary to acts as the Secretary to the Committee.

Policy on directorâs appointment and remuneration.

The policy on Directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and remuneration for Key Managerial Personnel and other employees can be viewed at the Companyâs website at https://www.sgligis.com/investors/#leadership

Directors'' Responsibility Statement:

Pursuant to the requirement in section 134(3) (c) of the Companies Act, 2013, the Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31,2024, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies as mentioned in the notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as March 31,2024 and of the profit of the Company for the year ended on that date;

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

e. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively

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

Evaluation of Board Performance

Auditors

> Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013, and rules made there under, the Board of Directors on the recommendation of the Audit Committee had appointed M/s. Sparks & Co., Chartered Accountants (FRN: 101458W) , as the Statutory Auditors of the company from the conclusion of the 31^st Annual General Meeting to hold such office for a period of five years till the conclusion of 36^th Annual General Meeting.

The Auditorsâ Report on the accounts of the Company for the financial year ended March 31,2024 is selfexplanatory and does not call for any further explanations or comments that may be treated as adequate compliance of provisions of the Companies Act, 2013. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.

> Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other than those which are reported to the central government:-

During the year under consideration, there were no such instances.

> Secretarial Auditor

The Report of the Secretarial Audit is annexed herewith as ANNEXURE-III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

> Cost Auditor

Pursuant to provisions of Section 148 of the Companies Act, 2013 and rules made thereunder, Cost Audit is not applicable to the Company for Financial year 2023-2024.

> Internal Auditor

M/s Megha Agrawal & Company resigned as an Internal Auditor of the company w.e.f. September 02, 2024. The Company has appointed Mr. Ravi Patel (PAN:-DRTPP6986B) as an Internal Auditors of the Company.

Compliance with Secretarial Standards

The Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries of India from time to time.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Management Discussion and Analysis

As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of annual report.

Corporate Governance Report

Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Contracts and Arrangements with Related Parties

The Company has entered into Related Party Transactions during the financial year. All Related Party Transactions were placed before the Audit Committee of the Board for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). There were no material related party transactions entered by the Company during the year under review. AOC-2 is annexed herewith as ANNEXURE-V.

Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31,2024 is available on the Companyâs website on https://www.sgligis.com/investors/#governance

Particulars of Employees and Related Disclosures

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year no reportable material weakness in the design or operation were observed.

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures.

Development and Implementation of Risk Management Policy

Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. The said Policy is available on the website of the Company on https://www.sgligis.com/investors/#governance

Significant and Material Orders by the Regulators or Courts or Tribunals which impact the going concern status and the Companyâs Future Operations.

No such orders have been passed by the Regulators/Courts or Tribunal which can impact the going concern status and Companyâs operation in future.

Public Deposits

Corporate Social Responsibility

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016

Your Company has neither made any application nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-2024.

Disclosure as Per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Industrial Relations

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Acknowledgement

The Board of Directors express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the company has received from SAC-ISRO, ANTRIX, customers, suppliers, investors, bankers, government agencies and other associates. Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels for their services and commitment during the year.

Date: September 05, 2024 By Order of the Board of Directors

Place: Ahmedabad For, Scanpoint Geomatics Limited

SD/-

Kantilal Ladani Whole-time Director (DIN: 00016171)

Mar 31, 2023

Scanpoint Geomatics Limited

Your Directors'' are pleased to present the 31^st Annual Report on the business and operations together
with the Audited Financial Statements for the year ended on March 31, 2023.

Financial Results

The Company''s financial performance for the Year ended on March 31, 2023 is summarized below:

(^ in Lakhs j
Sr. No.	Particulars	Standalone		Consolidated
Sr. No.	Particulars	31.03.2023	31.03.2022	31.03.2023	31.03.2022
1.	Total Revenue	1741.45	3,345.22	1741.45	3345.22
2.	Profit before Finance Cost, Depreciation & amortization Expense and Tax Expense (Operating Profit)	394.86	535.56	394.38	534.23
3.	Finance costs	170.25	165.39	170.26	165.42
4.	Depreciation and Amortisation	121.56	108.06	121.56	108.07
5.	Profit before Taxation (PBT)	103.05	262.11	102.56	260.74
6.	Tax expense
	Current Tax	37.19	71.93	37.19	71.93
	Deferred Tax	(0.56)	(6.84)	(0.56)	(6.84)
	Tax adjustment of Previous Year	7.98		7.98
7.	Net Profit	58.44	197.01	57.96	195.65
8.	Total comprehensive income (after tax)	73.11	206.28	72.63	204.92

State of Company Affairs
Standalone Basis

The total revenue during the year under review was ^ 1741.45 Lakhs as against ^ 3345.22 Lakhs in the
previous year, Operating Profit for the year under review is ^ 394.86 Lakhs as against ^ 535.56 Lakhs in
previous year thereby decrease of 26.27%. Net Profit after tax amounted to ^ 58.44 Lakhs as against ^
197.01 Lakhs in previous year a decrease of 70.33%.

Consolidated Basis

The total revenue during the year under review was ^ 1741.45 Lakhs as against ^ 3345.23 Lakhs in the
previous year, Operating Profit for the year under review is ^ 394.38 Lakhs as against ^ 534.23 Lakhs in
previous year thereby decrease of 26.17 %. Net Profit after tax amounted to ^ 57.96 Lakhs as against ^
195.65 Lakhs in previous year decrease of 70.37%.

Financial statements are in compliance with the applicable provisions of Companies Act, 2013 including
the Indian Accounting Standard (Ind AS) 33 on Consolidated Financial Statements, this Annual Report also
includes Consolidated Financial Statements for the financial year 2022-23.

Dividend

In order to conserve the resources and to strengthen the financial position of the company and to meet
long term fund requirement, your Directors do not recommend any dividend for the year under review.

Transfer to General Reserve:

The Board of Directors of your company has decided not to transfer any amount to the General Reserve
for the year under review.

Share Capital

During the year under review, The Authorised share capital of the company has been increase from Rs.

15.00. 00.000 (Rupees Fifteen Crores Only) divided into 7,50,00,000 (Seven Crores Fiy Lakhs Only) Equity
Shares of Rs. 2 each (Rupees Two Only) to Rs. 20,00,00,000 (Rupees Twenty Crores Only) divided into

10.00. 00.000 (Ten Crores Only) Equity Shares of Rs. 2 each (Rupees Two Only) vide resolution passed by
shareholders of the company at 30^th Annual General Meeting held on 20^th September 2022.

The Paid-up Equity Share Capital as on March 31, 2023 was ^ 1386.14 Lakhs. During the Year under
review the Company forfeited 79,752 equity shares of company die to non-payment of call monies and
hence paid up share capital of company has been decrease from ^ 1387.74 Lakhs to ^ 1386.14 Lakhs.

Allotment of Equity Shares

During the year under review, the company has not allotted any equity shares.

Extra-Ordinary General Meeting of the Company

Company has held Extra-Ordinary General Meeting(s) on June 28, 2022 and February 13, 2023.

Material Changes and Commitments Affecting Financial Position between end of the Financial Year
and Date of Report

There are no material changes and commitment affecting the financial position between end of the
financial year and Date of Report. However after closure of financial year, with the approval of the
members of the Company, at their Extra-ordinary general meeting held on 25^th August 2023, company has
increased its authorized share capital from Rs. 20,00,00,000 (Rupees Twenty Crores Only) divided into

10.00. 00.000 (Ten Crores Only) Equity Shares of face value of Rs. 2 each (Rupees Two Only) to Rs.

35.00. 00.000 (Rupees Thirty Five Crores Only) divided into 17,50,00,000 (Seventeen crores and fifty lacs
Only) Equity Shares of face value of Rs. 2 each (Rupees Two Only) ranking pari passu in all respect with
the existing Equity Shares of the Company.

Subsidiary Company

JYACAD SOLUTIONS PRIVATE LIMITED is subsidiary company of Scanpoint Geomatics Limited, effective
from 24^th July 2017, Further Scanpoint Geomatics Limited has acquired 99.90% Equity shares of JYACAD
SOLUTIONS PRIVATE LIMITED by investing Rs. 99,900/- (Ninety nine thousand nine hundred only) at the
time of incorporation of JYACAD SOLUTIONS PRIVATE LIMITED i.e. 24^th July 2017.

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules,
2014 the report on performance and financial position of subsidiary company is attached as ANNEXURE
II in Form AOC-1 prepared under section 129(3) of the Companies Act, 2013 to the consolidated Financial
Statements of the Company.

The Company has kept the separate audited financial statements in respect of subsidiary at the Registered
Office of the Company and the same is available upon the request by any shareholder of Company. The
said financial statements are also available on the website of your Company at www.sgligis.com.

Board of Directors and Key Managerial Personnel

Retire by Rotation

Mr. Jay Harshadkumar Chotalia (DIN: 02084946) is liable to retire by rotation at the Annual General
Meeting and being eligible, offers himself for re-appointment. The Directors recommend for his reÂ¬
appointment.

Appointment

Mrs. Aarti Panigrahi (DIN: 09612211) has been appointed as Additional woman director (independent)
of the company w.e.f. 24th May 2022 for a period of two years by board of directors and her appointment
has been regularized as woman independent director at the Extra-ordinary General Meeting held on 28th
June, 2022.

Mr. Kishan Patel (DIN No: 06786705) has been appointed as Additional director (independent) of the
company w.e.f. 24th May 2022 for a period of two years by board of directors and his appointment has
been regularized as independent at the Extra-ordinary General Meeting held on 28th June, 2022

Mr. Deven Laheru has been appointed as Chief Executive Office of the company w.e.f. 24th May 2022.

Mr. Jay Harshadkumar ChotaJia (DIN - 02084946) who has been appointed as additional Non-Executive &
Non Independent director of the company on w.e.f. 30th March 2022, his appointment has been
regularized as Non-Executive & Non Independent director, liable to be retire by rotation, at the ExtraÂ¬
ordinary General Meeting held on 28th June, 2022.

Ms. Rujvi Shah was appointed as Company Secretary and Compliance Officer of the Company w.e.f. August
12, 2022.

Mr. Kantilal Vrajlal Ladani (DIN: 00016171) has been appointed as Whole Time Director w.e.f. November
14, 2022 for a term of three consecutive years up to November 13, 2025 by board of directors and his
appointment has been regularized as Whole Time Director at the Extra Ordinary General Meeting held on
13th February, 2023.

Mr. Darshil Shah has been appointed as Chief Financial Officer w.e.f. November 14, 2022.

Mr. Dhaval Parekh was appointed as Company Secretary and Compliance Officer of the Company w.e.f.
February 15, 2023.

Re-appointment

Mr. Chirag Jayantilal Soni (DIN: 00016149) was re-appointed as the Whole-time Director of the Company
w.e.f. November 01, 2022 for term of 3 years at 30^th Annual General Meeting held on 22^nd September,
2022.

Resignation / Cessation

Mr. Rameshchandra Sojitra (DIN: 00016149) ceased to be the Managing Director of the company w.e.f.
24^th May, 2022, due to expiry of his term as Managing Director of the company. Further he ceased to be
director of the company w.e.f. 20^th September, 2022 as he has not been re-appointed at 30^th Annual
General Meeting.

Mr. Sandip Gohel (Membership No: A48704) has resigned as Company Secretary of the company w.e.f.
24^th May 2022.

Mr. Varixkumar Patel (DIN: 0890S030) has resigned from the post of Independent Director of the
Company w.e.f. 24^th May, 2022.

Mr. Chirag Jayantilal Soni (DIN: 00016149) has resigned from the post of Whole-time Director of the
company w.e.f. 23^rd September 2022.

Mr. Kantilal Vrajlal Ladani (DIN: 00016171) has resigned from the post of chief financial officer of the
company w.e.f. 14^th November 2022.

Ms. Rujvi Shah has resigned from the post of Company Secretary and Compliance Officer of the Company
w.e.f. January 16, 2023.

Details of Board of Directors and Key Managerial Personnel as on 31^st		March 2023 are as follows:
Name	DIN / PAN	Designation
Mr. Kantilal Vrajlal Ladani	00016171	Whole-time Director
Mr. Jay Harshadkumar Chotalia	02084946	Non-executive and NonÂ¬ Independent Director
Mr. Mitesh Kirtikumar Sanghvi	07403394	Non-executive and NonÂ¬ Independent Director
Mr. Dinesh Jamnadas Shah	02377709	Independent Director
Mr. Kalpesh Prabhudasbhai Rachchh	03363315	Independent Director
Mr. Kishan Mohanbhai Patel	06786705	Independent Director
Mr. Suresh Tejwani	08437794	Independent Director
Mrs. Aarti Panigrahi	09612211	Independent Director
Mr. Darshil Manojkumar Shah	BEFPS3689D	Chief Financial Officer
Mr. Deven Narottam Laheru	AAHPL6521C	Chief Executive Officer
Mr. Dhaval Mukeshbhai Parekh	BQNPP6663C	Company Secretary

Details of the Directors seeking Re-appointment in the forthcoming Annual General Meeting (in Compliance
of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the
Secretarial Standard 2 on General Meeting:

Name of Director	Mr. Jay Harshadkumar Chotalia - Retire by Rotation
Date of Birth	July 11, 1974
Date of Appointment	May 24, 2022
Qualification	Qualified Chartered Accountant
Nature of expertise & Experience	Mr. Jay Chotalia is a Finance Professional. He is a Chartered Accountant and an ISA qualified. He brings in more than 20 years of experience along with him.
Terms of Appointment/Re-appointment	Liable to retire by rotation
Names of listed entities in which the person also holds the directorship	Nil
Membership/Chairmanship of Committees of other listed entities	Nil
Number of Shares held in the Company	559
No. of Board Meetings Attended	6
Relationship with any Director(s) of the Company	Nil

Registered Office:

Registered office of the company has been shifted from 9, Mahakant Complex, Opp. V.S. Hospital, Ashram
Road, Ahmedabad-380006 to D/1006 - 1012, 1022- 1026, 10^th Floor, Swati Clover, Shilaj Circle, S.P. Ring
Road, Ahmedabad-380058 w.e.f. 14^th November 2022.

Criteria for determining Qualifications, Positive Attributes, Independence and other Matters
concerning a Director

Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to
demonstrate high standard of ethical behavior, good communication, leadership skills and give impartial
judgement.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section
149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

Independent Director''s Declaration

The Declarations, required under Section 149(7) of the Act and Regulation 25(8) of SEBI Listing
Regulations from all the Independent Directors of the Company confirming that they meet the criteria of
independence, were duly received by the Company.

Familiarization Programme for Independent Directors

The Company keeps its Directors informed of all the activities of the Company, its management and
operations and provides an overall industry perspective as well as issues being faced by the industry in a
proactive manner. The details of various familiarization programs provided to the Directors of the
Company is available on the Company''s website on https://www.sgligis.com/investors/#leadership

Meetings of Board

During the year under review six (06) Board Meetings were held. The Details of the Board Meetings and
the attendance of the Directors are given in the Corporate Governance Report.

Audit Committee

In accordance with the provisions of section 177(8) of the Companies Act, 2013 and Listing Regulations,
the Board has accepted all the recommendations of the Audit Committee during the financial year 2022Â¬
23.

The details of term of reference of the Audit Committee member, dates of meeting held and attendance of
the Directors are given separately in the Corporate Governance Report.

Nomination and Remuneration Policy

The policy on Director''s appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of Director, and remuneration for Key Managerial Personnel and other
employees can be viewed at the Company''s website at https://www.sgligis.com/investors/#leadership

Committees of Board

The following Committees constituted by the Board, function according to their respective roles and
scope:

â¢ Audit Committee.

â¢ Nomination and Remuneration Committee.

â¢ Stakeholder and Relationship Committee.

Terms of reference, composition of committees and committee meetings are given separately in corporate
governance report.

Following are the Non-mandatory committees of board are as follows:

â¢ Right Issue Committee.

â¢ Corporate Governance Committee.

Directors'' Responsibility Statement:

Pursuant to the requirement in section 134(3) (c) of the Companies Act, 2013, the Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31, 2023, the
applicable Indian accounting standards have been followed along with proper explanation relating
to material departures;

b. such accounting policies as mentioned in the notes to the Financial Statements have been selected
and applied consistently and judgments and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as March 31, 2023
and of the profit of the Company 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. proper internal financial controls are in place and that the financial controls are adequate and are
operating effectively

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

Evaluation of Board Performance

In compliance to the provisions of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations,
2015 the annual performance evaluation of Board and its Committee was carried out during the year
under review, details on the same are given in the Corporate Governance Report.

Auditors

â¢ Statutory Auditors

M/s. Sparks & Co., Chartered Accountants (FRN: 101458W) hold office until the conclusion of this
Annual General Meeting. They were appointed as Statutory Auditors of the Company, for a term of 1
(One) year, at the Annual General Meeting held on September 20, 2022. They cease to be the statutory
auditors of the company from the ensuing AGM due to the expiry of their term.

The Audit Committee and the Board at their meeting held on September 04, 2023 has considered and
recommended the re-appointment of M/s. Sparks & Co., Chartered Accountants, Statutory Auditors of
the Company for a term of Five consecutive years commencing from the conclusion of 31^st Annual
General Meeting till the conclusion of 36^th Annual General Meeting.

The Auditors'' Report on the accounts of the Company for the financial year ended March 31, 2023 is
self-explanatory and does not call for any further explanations or comments that may be treated as
adequate compliance of provisions of the Companies Act, 2013. The Auditors'' Report does not contain
any qualification, reservation, adverse remark or disclaimer.

Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other
than those which are reported to the central government:-

During the year under consideration, there were no such instances.

â¢ Secretarial Auditor

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. Harish P.
Jain & Associates, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the
Company for the financial year 2022-2023.

The Report of the Secretarial Audit is annexed herewith as ANNEXURE-III. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark.

â¢ Cost Auditor

Pursuant to provisions of Section 148 of the Companies Act, 2013 and rules made thereunder, Cost
Audit is not applicable to the Company for Financial year 2022-2023.

â¢ Internal Auditor

The Company has appointed M/s. Megha Agarwal & Company, Chartered Accountants as an Internal
Auditors of the Company for the financial year 2022-2023 upon resignation of M/s. Parikh Shah
Chotalia & Associates (preceding internal auditor).

Compliance with Secretarial Standards

The Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries
of India from time to time.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed herewith as ANNEXURE - IV.

Management Discussion and Analysis

As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Management Discussion and Analysis Report forms an integral part of annual report.

Corporate Governance Report

As per Regulation 27 of SEBI (LODR) Regulations, 2015, a separate section on corporate governance
practices followed by the Company, together with a certificate from the Practicing Company Secretary
confirming compliance forms an integral part of this Report.

Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.

Note 5 and Note 6 of financial statements covers Loans, Guarantees and Investments under the provisions
of Section 186 and company has not advanced any Loans, Guarantees and Investments during the financial
year 2022-23.

Contracts and Arrangements with Related Parties

The Company has entered into Related Party Transactions during the financial year. All Related Party
Transactions were placed before the Audit Committee of the Board for their approval. The Audit
Committee has granted omnibus approval for Related Party Transactions as per the provisions and
restrictions contained in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(âListing Regulationsâ) and the same have been approved by members of the company at 30^th Annual
General Meeting of the company held on 20^th September 2022. There were no material related party
transactions entered by the Company during the year under review. AOC-2 is annexed herewith as

ANNEXURE-V.

Your Directors draw attention of the members to Notes to the financial statement which sets out related
party disclosures.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing
with Related Party Transactions. The policy is available on the Company''s website on
https://www.sgligis.com/investors/#governance

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2023
is available on the Company''s website on https://www.sgligis.com/investors/#governance

Statements of subsidiaries/Joint Venture

Your Company is ceased to be an Associate company of Karnavati Infrastructure Projects Limited within
the meaning of Section 2(6) of the Companies Act, 2013 with effect from 21^st September 2021.

Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is attached as ANNEXURE-VI which forms part of this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
showing the names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules is attached as ANNEXURE-VII which forms part of this report.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to Financial Statements.
During the year no reportable material weakness in the design or operation were observed.

The internal audit covers a wide variety of operational matters and ensures compliance with specific
standard with regards to availability and suitability of policies and procedures.

Development and Implementation of Risk Management Policy

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company
has a robust risk management framework to identify, monitor and minimize risks as also identify business
opportunities.

Further, the Company identifies risks with its degree and control systems are instituted to ensure that the
risks in business process are mitigated. The Board provides oversight and reviews the Risk Management
Policy periodically. In the opinion of the Board there has been no identification of elements of risk that
may threaten the existence of the Company.

Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy for directors and employees to report
to the management instances of unethical behavior, actual or suspected, fraud or violation of the
Company''s code of conduct or ethics policy. The said Policy is available on the website of the Company on
https://www.sgligis.com/investors/#governance

Significant and Material Orders by the Regulators or Courts or Tribunals which impact the going
concern status and the Company''s Future Operations.

No such orders have been passed by the Regulators/Courts or Tribunal which can impact the going
concern status and Company''s operation in future.

However, on 25^th May 2022 the company has intimated to BSE, for interest of shareholders, on occurrence
of event which could be result into fraud. The details of event occurred, as intimated to BSE is as follows:

âIt is bring to notice of the Stock exchange that Mr. Rameshchandra Sojitra, Promoter of the Company has
called for the letter heads and stamp of the Company today on 25.05.2022 and he also called for the Digital
Signature which has been handed over and duly acknowledged on 24^th May, 2022 and might be used
fraudulently.â

Public Deposits

Your Company has not accepted any deposits falling within the meaning of section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under
review.

Corporate Social Responsibility

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not
applicable to the Company.

Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016

Your Company has neither made any application nor is any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the financial year 2022-2023.

Disclosure as Per Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules. The Policy is available on the website of the Company on

https://www.sgligis.com/investors/#governance No complaint has been received on sexual harassment
during the financial year 2022-23.

Disclosure pursuant to clause (xii) of sub-rule (5) of rule 8 of The Companies (Accounts) Rules,
2014.

During the year, the company had not applied for one time settlement with respect to loan from Banks or
financial institution, hence details of difference of valuation is not available.

Industrial Relations

The Company enjoyed cordial relations with the employees during the year under review and the
Management appreciates the employees of all cadres for their dedicated services to the Company.

Acknowledgement

The Board of Directors express their sincere thanks and wishes to place on record its deep appreciation
for the continued support, confidence and co-operation that the company has received from SAC-ISRO,
ANTRIX, customers, suppliers, investors, bankers, government agencies and other associates. Your
Directors also place on record their deep appreciation of the employees for the valued and continuous
support at all levels for their services and commitment during the year.

For and on behalf of the Board of Directors
Sd/- Sd/-

Date: September 04, 2023 Mr. Mitesh Sanghvi Mr. Kantilal Ladani

Place: Ahmedabad Director Whole Time Director

DIN 07403394 DIN 00016171

Mar 31, 2018

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the business and operations together with the Audited Financial Statements for the year ended on March 31, 2018.

Financial Results

The Company''s financial performance for the Year ended on March 31, 2018 is summarized below:

( Rs. in Lakhs)

Sr. No.	Particulars	Standalone		Consolidated
Sr. No.	Particulars	31.03.2018	31.03.2017	31.03.2018
1.	Total Revenue	3,255.47	3,300.25	3,255.47
2.	Profit before Finance Cost, Depreciation & amortization Expense and Tax Expense (Operating Profit)	278.37	147.95	277.19
3.	Finance costs	81.04	43.45	81.04
4.	Depreciation and Amortisation	72.59	55.83	72.59
5.	Profit before Taxation (PBT)	124.74	48.67	123.56
6.	Tax expense
	Current Tax	-	-	-
	Deferred Tax	6.54	19.97	6.54
7.	Net Profit	118.20	28.70	117.02
8.	Total comprehensive income (after tax)	113.71	32.76	112.53

Dividend

Business Overview

Standalone Basis

The total revenue during the year under review was Rs.3255.47 Lakhs against Rs.3300.25 Lakhs for the previous year. Operating Profit for the current year is Rs.278.37 Lakhs ( Rs.147.95 Lakhs in previous year) thereby resulting the increase of 88.15%. Net Profit after tax amounted to Rs.118.20 Lakhs ( Rs.28.70 Lakhs in previous year) thereby resulting increase of 311.85%.

Consolidated Basis

As per the Consolidated Financial Statements, the total revenue of the company, operating profit (PBDIT), and net profit for the year were Rs.3,255.47, Rs.277.19 and Rs.117.02 Lakhs respectively.

Material changes and commitments affecting financial position between end of the Financial Year and date of Report

There have been no material changes and commitments affecting financial position between end of the financial year and the date of the report.

Share Capital

During the year, the total paid-up equity share capital of the company has been increased from Rs. 5,38,08,000/- to Rs.9,01,71,398/- on account of allotment of 1,81,81,699 equity shares of Rs.2/- each at a premium of Rs.14.50 per share on a Right issue basis.

Subsidiary Company

During the year, M/s. Jyacad Solutions Private Limited has become wholly owned subsidiary of the Company.

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial position of subsidiary company is attached as Annexure in Form AOC-1 prepared under section 129(3) of the Companies Act, 2013 to the consolidated Financial Statements of the Company which forms part of this report.

Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act, 2013 including the Indian Accounting Standard (Ind AS) 33 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2017-18.

Board of Directors and Key Managerial Personnel

Retire by Rotation

Mr. Kantilal Ladani is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend for his re-appointment.

Appointment

1. Mr. Manish Dangi has been appointed as an Additional Director (Non-Executive and Non-Independent) on Board w.e.f May 30, 2018

2. Mr. Ankur Fofaria has been appointed as an Additional Director (Non-Executive and Independent) on Board w.e.f August 14, 2018 for a term of five consecutive years upto August 13, 2023.

The Board seeks your approval for confirm their appointment in the ensuing Annual General Meeting.

Evaluation of Board Performance

In compliance to the provisions of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015 the annual performance evaluation of Board and its Committee was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

Audit Committee

The Audit Committee comprises Directors namely Mrs. Pooja Shah (Chairperson), Mr. Dinesh Shah, Mr. Ramesh Sojitra.

All the recommendations made by the Audit Committee were accepted by the Board. The details of term of reference of the Audit Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

Committees of Board

Details of various committees constituted by the Board of Directors as per provisions of the Listing Regulations and Companies Act, 2013 are given in the Corporate Governance Report and forms part of this report.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules and no complaint has been received on sexual harassment during the financial year 2017-18.

Meetings of Board

The Board of Director met 9 times during the year 2017-18. The Details of the Board Meetings and the attendance of the Directors are given in the Corporate Governance Report.

Directors'' Responsibility Statement

Pursuant to the requirement in section 134(3) (c) of the Companies Act, 2013, the Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as March 31, 2018 and of the profit of the Company for the year ended on that date;

d. 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;

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

f. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

g. systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Auditors

- Statutory Auditors

M/s. Jayamal Thakore & Co., Chartered Accountants (FRN: 104098W) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 28, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors'' Report on the accounts of the Company for the financial year ended March 31, 2018 is self-explanatory and does not call for any further explanations or comments that may be treated as adequate compliance of provisions of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other than those which are reported to the central government:

During the year under consideration, there were no such instances.

- Secretarial Auditors

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. Harish P. Jain & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company for the financial year 2017-18.

The Report of the Secretarial Audit is annexed herewith as ANNEXURE-I. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Corporate Governance Report

Energy Conservation, Technology absorption and Foreign Exchange Earnings and Outgo

Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the company had not entered into any contract or arrangement or transactions with related parties which could be considered ''material'' (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.

However, you may refer to Related Party transactions, as per the Accounting Standards, in Note No. 37 of the Standalone Financial Statements.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link https://www.sgligis.com/wp-content/uploads/2018/07/Related-Party-Transaction-Policy.pdf

Extract of Annual Return

The particulars required to be furnished under Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 as prescribed in Form No. MGT-9 is given in ANNEXURE-III.

Particulars of Employees and Related Disclosures

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year no reportable material weakness in the design or operation were observed.

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures.

The Company has appointed M/s. Parikh Shah Chotalia & Associates, Chartered Accountants as Internal Auditors of the Company.

Development and Implementation of Risk Management Policy

Familiarization Programme for Independent Directors

The Company keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry in a proactive manner. The details of various familiarization programs provided to the Directors of the Company is available on the Company''s website on www.sgligis.com.

Whistle Blower Policy

Listing Fees

The Equity Shares of your Company are listed and actively traded on the BSE Limited (BSE). The Company has paid Annual Listing fees to the stock exchanges for the Financial Year 2018- 2019 within the stipulated time.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or non-applicability on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

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

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

4. No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s future operations.

5. Details of Corporate Social Responsibility (CSR)

Industrial Relations

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Acknowledgement

The Board of Director express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the company has received from SAC-ISRO, ANTRIX, customers, suppliers, investors, bankers, government agencies and other associates. Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels for their services and commitment during the year.

For and on behalf of the Board of Directors

Sd/- Sd/-

Ramesh Sojitra Chirag Soni

Managing Director CTO & Whole Time Director

(DIN 00016149) (DIN 01684683)

August 14, 2018

Ahmedabad

Mar 31, 2016

Directorâs Report

To :

The Members,

Scanpoint Geomatics Ltd.:

The Directors have pleasure in presenting the Twenty Fourth Annual Report on the business and operations together with the Audited Financial Statements for the year ended on 31^st March, 2016. The performance of the Company for the year ended on 31⁸¹ March, 2016 is summarized below:

FINANCIAL RESULTS/STATE OF AFFAIRS:

The Financial Results of the Company for the year are as under:

	2015-2016	2014-2015 CRs.in lacs'')
Turnover	2606.20	2026.06
Net Profit from operation	(471.50)	(110.34)
Net Profit/(Loss) after tax	(484.89)	(82.49)
Surplus b/f. from previous year	919.89	1002.37
Balance carried to B/Sheet	436.00	919.89

The financial year 2015-16 had not been a satisfactory year for the Company. The turnover of the Company for the year under review was increased by 29%. However, the Company has incurred net operational loss of Rs. 471.50 compared to the loss of Rs. 110.34 Lacs of the previous year. The Company has business opportunities in hand and based on which, your Board of Directors is anticipating favorable economic conditions in years to come and will get benefits of its efforts and investments made.

DIVIDEND

The Company sees favorable market conditions and growth prospects in years to come. Due to absence of profit, the management is unable to recommend any dividend during the current financial year.

SU BSI DIARY COM PAN Y

The Company does not have any subsidiary.

FIXED DEPOSITS

The Company has neither accepted nor invited deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2016 was Rs. 5,38,08,000/-. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock option nor sweat equity nor issued any convertible instrument.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m)of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith asâAnnexure-1â.

AUDITORS

- Statutory Auditors

The Statutory Auditors of the Company, M/s Manoj Acharya & Associates, Chartered Accountants, Ahmadabad, was appointed as the Statutory Auditors of the Company at the previous AGM i.e. in the 22^nd AGM of the Company to hold the office from conclusion of that meeting until the conclusion of the 25^th AGM of the Company subject to ratification by the members by way of ordinary resolution at every AGM.

Your Directors therefore request you to ratify the appointment of the Auditors to hold the office up to the conclusion of 25^thAGM.

- Secretarial Auditors

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 Harish P. Jain & Associates, Practicing Company Secretaries, Ahmadabad to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Report of the Secretarial Audit is annexed herewith as âAnnexure- IIâ.

EXTRACTOFANNUAL RETURN

The extract of Annual Return in Form No. MGT-9 shall form part of the Board''s report in ''Annexure-IN''.

DIRECTORS

During the year, Mr. Rajendra R. Chaudhari (DIN: 06963717) has resigned from the position of Director and Chief Executive Officer of the Company.

Mrs. Leelavanti Sojitra (DIN: 01575882), who was appointed as an Additional Director on 30^th March, 2016, has been duly appointed as a Director of the Company at the Annual General Meeting held on 30^th September, 2015. Mr. Kanti Ladani (DIN: 00016171) has been appointed as an Additional Director in the Category of Executive Director and Mr. Mitesh Sanghvi (DIN: 07403394) has been appointed as an Additional Director in the category of Non Executive Director with effect from 09^th September, 2016.

Further, pursuant to the provisions of the section 152 (6) of the Companies Act, 2013, the office of Mr. Ramesh K. Sojitra (DIN: 00016149) is liable to liable for rotation.

Brief profile of the said director proposed to be re-appointed, nature of his expertise in specific functional areas and names of the companies in which he hold directorship, memberships of committees of the Boards, his shareholding in the Company are disclosed in this report as a part of disclosure requirements under applicable laws.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

INDUSTRIAL RELATIONS

The industrial relations have remained cordial and harmonious during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as 31⁸¹ March, 2016 and of the profit of the Company for the year ended on that date;

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

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

The provisions regarding Corporate Governance as contained in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company. However, the Company is voluntarily following some of the provisions of the said regulations to the extent possible which are contained in the Report of Corporate Governance voluntarily given by the Company attached as âAnnexure IVâ forming part of this Director''s Report.

SIGNED UNIFORM LUSTING AGREEMENT

Pursuant to SEBI Circular No. CIR/CFD/CMD/6/2015 dated 13^th October, 2015; the Company has signed Uniform Listing Agreement with the Bombay Stock Exchange Limited during the year under review.

DELISTING OF SECURITIES

The equity shares of the Company are now listed only on Bombay Stock Exchange (BSE) which provides nationwide trading terminal. The Company had observed dormant trading of equity shares at the Ahmadabad Stock Exchange Limited (ASEL). It is therefore felt that continued listing with the ASEL will not provide any significant tangible advantage to the members of the Company. Hence, the pursuant to regulation 7 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, the Company has voluntarily delisted its equity shares from the Ahmadabad Stock Exchange Limited during the year under review. This disclosure shall be also be considered as a disclosure under regulation 7(1 )(d) of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.

APPOINTMENT OF NEW REGISTRAR AND SHARE TRANSFERAGENT (RTA)

SEBI has vide its order no. WTM/RKA/MIRSD2/41/2016 dated 22^nd March, 2016 suspended Sharepro Services India Private Limited, RTA from carrying its activities as RTA and advised its client companies to switch over their RTA activities to another RTA. Hence, the Board of Directors of your Company has, by considering the corporate client services and RT A assignments undertaken by it, appointed M/s Link In time Private Limited as a new RTA in place of Sharecrop.

ADOPTION OF NEW POLICIES

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted two policies namely (i) Policy on Preservation of Documents and (ii) Policy on Determination of Materiality. The same is also available on the website of the Companyonwww.scanpointgeomatics.com.

NUMBER OF MEETINGS HELD DURING THE YEAR

The details of all the meetings of board of directors and its committees had taken place during the year and their details along with their attendance, is given in point no. 2 (i) & (ii) of Report of the Corporate Governance.

EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

INTERNAL CONTROL SYSTEM

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year no reportable material weakness in the design or operation were observed.

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures.

RISK MANAGEMENT POLICY

The Company has already developed and implemented a Risk Management Policy for the Company. More details on the riskand concern factors are given in the Management Discussion & Analysis Report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under this policy.

During the year 2015-16, no complaints were received by the Company related to sexual harassment. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into Related Party Transactions during the financial year. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the erstwhile Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company''s website on

www.scanpointgeomatics.com.

Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of Section 188 of the Act including certain arm''s length transaction under third proviso thereto are required to be disclosed in Form AOC-2. Form AOC-2 envisages disclosure of material contracts or arrangement or transactions at arm''s length basis.

The details of Related Party Transactions in financial year 2015-16, as per the Policy on dealing with Related Parties adopted of the Company are disclosed in as âAnnexure Vâ forming part of this Director''s Report.

Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE Companies Act. 2013

During the year, the company has neither given any loans nor guarantees nor provided any security nor made any investment during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

AUDITORS REPORT

The Auditors'' Report on the accounts of the Company for the financial year ended 31^st March, 2016 is self-explanatory and does not call for any further explanations or comments that may be treated as adequate compliance of provisions of the Companies Act, 2013.

VIGIL MECHANISM

The provisions of section 177 (9) and (10) of the Companies Act, 2013 mandate every listed Company to establish vigil mechanism for directors and employees to report genuine concern in such manners may be prescribed. We are pleased to report that your Company had formulated such mechanism. The Company has adopted relevant Whistle Blower Policy and the same is available on the website of the Company on www.scanpointgeomatics.com. The provisions of the said policy provided for adequate safeguards against the victimization of persons who use such mechanism and make provisions for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company has at their meeting held on 30^th May, 2015, approved revised Vigil Mechanism / Whistle Blower Policy to enhance the level of transparency and corporate governance.

Any director or employee of the Company, who observes any Unethical Behavior or Improper Practices or Wrongful conduct and / or financial or non financial mal practices or non compliance with legal requirements concerning the Company, is free to report to the specified officer in the mode as provided in the policy.

INSURANCE

Assets of your Company are not insured.

ACKNOWLEDGEMENT

Date: 30^th September, 2016 On behalf of the Board of Directors

Place: Ahmadabad

Registered Office: Ramesh K. Sojitra

9, Mahakant Complex,

Opp. V S Hospital, Chairman & Managing Director

Ashram Road,

Ahmadabad - 380006.

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the Twenty Second Annual Report on the working of the Company, together with Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

The Financial Results of the Company for the year are as under:

(Rs.in lacs) 2013-2014 2012-2013

Turnover 3,407.10 2,048.09

Net Profit from operation 120.08 140.66

Net Profit/(Loss) after tax 70.15 123.99

Surplus b/f. from previous year 932.23 808.23

Balance carried to B/Sheet 1,002.37 932.23

DIVIDEND:-

The overall performance of the Company has been satisfactory. The Company see favorable market conditions and growth prospects in years to come and to grasp the opportunities, the management has decided not to recommend any dividend during the current financial year.

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:-

The turnover of the company for the year under review has achieved an addition of 66.35% than that of turnover of previous year. Company has made operational net-profit of Rs. 120.08 Lacs against a profit of Rs. 140.66 Lacs during last financial year.

The financial year 2013-14 has been a significant year in the history of company. The Company has now started realizing the benefits of its investments and restructuring exercised in the last years.

During the year, the company achieved total sales of Rs. 3,447.10 Lacs recording growth of 66.35% in sales compared to previous year. The above sales reflect the significant business of the company and its presence in domestic and global markets.

FIXED DEPOSITS:-

The Company has not accepted any deposits, which attract the provisions of Section - 58A and Rules framed there under of the Companies Act, 1956.

DIRECTORS:-

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Dinesh J. Shah and Shri Arupranjan Dasgupta are the Directors of the Company, who retire by rotation being eligible to offer themselves for their re-appointment at the ensuing Annual General meeting.

Brief resumes of the above directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship, memberships of Committees of the Boards, their shareholding in the Company as stipulated under Clause 49 of Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULE, 1988:-

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of the Particulars in Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings & expenditure are set out in "AnnexureA" to this Report.

PARTICULARS OF EMPLOYEES:-

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS

The industrial relations have remained cordial and harmonious during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:-

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility statement, the Directors confirm that:

In preparation of annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) 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 at the end of the financial year and after the profit or loss of the company for that year;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record 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;

iv) The Directors had prepared the annual accounts for the year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE:-

As stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on "Corporate Governance" as well as "Management Discussion and Analysis" confirming compliance is set out in the annexure forming part of this report. A certificate from the Practicing Company Secretary regarding compliance with Corporate Governance Norms stipulated in clause 49 of Listing Agreement is annexed to the Report on Corporate Governance.

AUDITORS:-

The Statutory Auditors of the Company, M/s. Manoj Acharya & Associates, Chartered Accountants, Ahmedabad, will retire at conclusion of ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Company has received a written certificate from the auditors stating that their appointment, if made, would be within the prescribed limit under Section 139(1) of the Companies Act, 2013 and the Rules made there under. The Board, on the recommendation of the Audit Committee, has also proposed that M/s. Manoj Acharya &Associates, Chartered Accountants,Ahmedabad, be re-appointed as Auditors of the Company.

Your Directors request you to reappoint the Auditors to hold the office from the conclusion of 22nd AGMs to the conclusion of the 25th AGM (subject to ratification of the appointment by the members at everyAGM held after this AGM) and fix their remuneration.

AUDITORS REPORT:-

The Auditors'' Report on the accounts of the Company for the accounting year ended 31st March, 2014 is self-explanatory and does not call for any further explanations or comments that may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956.

POSTAL BALLOT:-

The Board of Directors at its meeting held on 30th July, 2014 had recommended to transact certain business though Postal Ballot. For the purpose of conducting the Postal ballot exercise Mr. Harish Jain, Proprietor of M/s Harish P. Jain & Associates, Practicing Company Secretaries, Ahmedabad was appointed as scrutinizer who will submit his report on 30th September, 2014 which will be declared by the Chairman of the Company at the registered office of the Company.

CHANGE IN LEGISLATION GOVERNING COMPANIES IN INDIA:-

During the year under review, the provisions of the new Companies Act have been made effective replacing the Companies Act of 1956. The Government has notified 287 sections out of total 470 sections which cover all the material provisions of the new Companies Act, 2013.

However, as clarified by the Ministry of Corporate Affairs, the provisions of Companies Act, 1956 would remain applicable in respect of preparation of financial accounts, auditor''s report and director''s report thereon for the financial year ended on 31st March, 2014.

CHANGE IN NOMENCLATURE OF COMMITTEES AND ENHANCED THEIR SCOPE:-

Pursuant to the introduction of the Companies Act, 2013 and the rules made there under, the Nomenclature of the Shareholders Grievance Committee has been changed to "Stakeholders Grievance and Relationship Committee" and the nomenclature of Remuneration Committee has been changed to "Nomination and Remuneration Committee".

The scope of terms of reference/scope for Audit Committee has been enhanced in line with the provisions of Section 177 of the Companies Act, 2013 with additional scope on vigil mechanism, safeguards against victimization of persons who use such mechanism, direct access to Chairperson of audit committee in appropriate or exceptional cases etc.

VIGIL MECHANISM:-

The provisions of section 177 (9) and (10) of the Companies Act, 2013 mandate every listed Company to establish vigil mechanism for directors and employees to report genuine concern in such manner as may be prescribed. We are pleased to report that your Company had formulated such mechanism. The Company has adopted Whistle Blower Policy as per clause 49 of the listing agreement.

The Board of Directors of the Company have at their meeting held on 30th July, 2014, approved revised Whistle Blower Policy to be in line with the provisions of Companies Act , 2013 read with the listing agreement.

Any director or employee of the Company, who observes any Unethical Behavior or Improper Practices or Wrongful conduct and / or financial or non financial mal practices or non compliance with legal requirements concerning the Company, is free to report to the specified officer in the mode as provided in the policy.

INSURANCE:-

Assets of your Company are adequately insured against various perils.

ACKNOWLEDGEMENT:-

The Board of Director express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the company has received from SAC-ISRO, ANTRIX, customers, suppliers, investors, bankers, government agencies and other associates. Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels for their services and commitment during the year.

On behalf of the Board of Directors

Date: 30th July, 2014 Ramesh K. Sojitra Place: Ahmedabad Chairman & Managing Director

Mar 31, 2013

To: The Members of Scanpoint Geomatics Ltd. :

The Directors have great pleasure in presenting the Twenty First Annual Report on the working of the Company, together with Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS:

The Financial Results of the Company for the year are as under:

2012-2013 2011-2012 (Rs.inlacs)

Turnover 2,048.09 932.99

Net Profit from operation 140.66 204.28

Net Profit/(Loss) after tax 123.99 209.12

Surplus b/f. from previous year 808.23 599.11

Balance carried to B/Sheet 932.23 808.23

DIVIDEND:

The overall performance of the Company has been satisfactory. The Company sees tremendous growth prospects and to capitalise on the opportunities the management has not recommended any dividend during the current financial year.

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

The turnover of the company for the year under review has increased by 119.52%. Company has made operational net-profit of Rs. 140.66 lacs against a profit of Rs. 204.28 Lacs during last year. The financial year 2012-13 has been a significant year in the history of company. The Company has now started realizing the benefits of its investments and restructuring exercised in the last years. During the year, the company achieved sales of Rs. 2048.09 lacs recording growth of 119.52% in sales compared to previous year. The above sales reflect the significant business of the company and its presence in domestic and global markets.

FIXED DEPOSITS:

The Company has not accepted deposits, which attracts the provisions of Section - 58A and Rules framed there underofthe CompaniesAct, 1956.

DIRECTORS:

Shri Kanti V. Ladani and Shri Raaja P. Jain, Directors who retire by rotation and being eligible offers themselves for their re-appointment at the ensuing Annual General meeting.

Brief resumes of the above directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they holds directorship and memberships / of Committees of the Boards of their shareholding in the Company, as stipulated under Clause 49 of Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

WHOLE-TIME COMPANY SECRETARY

During the year as per Section 383A of CompaniesAct, Company has appointed Mr. Vatan D. Brahmbhatt as the Company Secretary of the company w.e.f. 15/03/2013 and Mr. Keval N. Ponkiya has resigned as company secretary and w.e.f. 25/12/2012.

CONSERVATION OF ENERGY ETC & FOREIGN EXCHANGE EARNINGS & OUTGO: The particulars as required under the provisions of Section-217(1) (e)are given in "Annexure A" attached herewith and forms the part of this report.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the CompaniesAct, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS:

The industrial relations have remained cordial and harmonious during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section - 217(2AA) of the CompaniesAct, 1956, your Directors confirm that:

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

ii) 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 at the end of the financial year and afterthe profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the CompaniesAct, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Reports on the corporate governance and Management Discussion and Analysis in accordance with clause 49 of the Listing Agreements with stock exchanges along with the certificate of the Auditors on the same are annexed and form part of this report.

AUDITORS:

M/s. Manoj Acharya & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, the Board recommends their reappointment as auditors from the conclusion of thisAnnual General Meeting to the next Annual General Meeting.

ACKNOWLEDGMENTS:

The Board of Director express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the company has received from SAC-ISRO, ANTRIX, customers, suppliers, investors, bankers, government agencies and other associates. Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels fortheir services and commitment during the year.

On behalf of the Board of Directors

Date : 20th May, 2013 Ramesh K. Sojitra

Place: Ahmedabad Chairman & Managing Director

Mar 31, 2012

To The Members of Scanpoint Geomatics Ltd.

The Directors have great pleasure in presenting the Nineteenth Annual Report on the working of the Company, together with Audited Accounts for the financial year ended 3181 March, 2012.

FINANCIAL RESULTS:

The Financial Results of the Company for the year are as under: (Rs in Lacs)

2011-2012 2010-2011

Turnover 932.99 897.73

Net Profit from operation 207.28 274.52

Net Profit/(Loss) after tax 209.12 274.46

Surplus b/f. from previous year 599.11 324.63

Balance carried to B/Sheet 808.23 599.11

DIVIDEND:

The overall performance of the Company has been satisfactory. The Company sees tremendous growth prospects and to capitalise on the opportunities the management has not recommended any dividend during the current financial year.

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

The turnover of the company for the year under review has increased by 3.93%. Company has made operational net-profit of Rs. 209.12 lacs against a profit of Rs. 274.52 Lacs during last year.

The company is pleased to inform you that after the first Indigenous software IG iS was launched in July 2009 and updated to version 1.1 and released on January 2011 by Dr R R Navalgund, Director, Space Applications Centre, ISRO, the product sales have made good progress. Based on this performance the Company received a National Award from Technology Development Board, Department of Science and Technology, Ministry of Science and Technology, New Delhi, for the successful commercialization of Integrated GIS and Image Processing Software: IG iS developed jointly in collaboration Space Applications Centre, ISRO. Ahmedabad.

The financial year 2011-12 has been a significant year in the history of company. The Company has now started realizing the benefits of its investments and restructuring exercised in the last years.

During the year, the company achieved sales of Rs. 932.99 lacs recording growth of 3.93% in sales compared to previous year. The above sales reflect the significant business of the company and its presence in domestic and global markets.

FIXED DEPOSITS:

The Company has not accepted deposits, which attracts the provisions of Section - 58Aand Rules framed there under of the Companies Act, 1956.

DIRECTORS:

Shri Dinesh J Shah and Shri Arupranjan Dasgupta, Directors who retire by rotation and being eligible offers themselves for their re-appointment at the ensuing Annual General meeting.

Brief resumes of the above directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they holds directorship and memberships / of Committees of the Boards of their shareholding in the Company, as stipulated under Clause 49 of Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

APPOINTMENT OF COMPANY SECRETARY:

During the year as per Section 383A of Companies Act, Company has appointed Mr. Keval N. Ponkiya as

the Company Secretary of the company. Mr. Keval N. Ponkiya, is a member of Institute of Companies Secretaries on India, and is responsible to carry out all the compliance matter of the company related to SEBI, ROC and any other law as applicable from time to time.

CONSERVATION OF ENERGY ETC & FOREIGN EXCHANGE EARNINGS&OUTGO:

The particulars as required under the provisions of Section - 217(1) (e) are given in "Annexure A" attached herewith and forms the part of this report.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A)of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS:

The industrial relations have remained cordial and harmonious during the year.

DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section - 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

ii) 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 at the end of the financial year and after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record 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;

iv) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Reports on the corporate governance and Management Discussion and Analysis in accordance with clause 49 of the Listing Agreements with stock exchanges along with the certificate of the Auditors on the same are annexed and form part of this report.

AUDITORS:

M/s. Manoj Acharya & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, the Board recommends their reappointment as auditors from the conclusion of this Annual General Meeting to the next Annual General Meeting.

ACKNOWLEDGEMENTS:

The Board of Director express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the company has received from SAC-ISRO, ANTRIX, customers, suppliers, investors, bankers, government agencies and other associates. Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels for their services and commitment during the year.

On behalf of the Board of Directors

Date: 308tMay, 2012 Ramesh K. Sojitra

Place: Ahmedabad Chairman & Managing Director

Mar 31, 2011

The Members,

Scanpoint Geomatics Ltd.:

The Directors have great pleasure in presenting the Nineteenth Annual Report on the working of the Company, together with Audited Accounts for the financial year ended 31*'March, 2011.

FINANCIAL RESULTS:

The Financial Results of the Company for the year are as under:

2010-2011 2009-2010 (Rs.in lacs)

Turnover 897.73 176.52

Net Profit from operation 274.52 20.52

Write back & Capital Restructure - 1699.10

Net Profit/(Loss) after tax 274.46 1719.62

Surplus b/f. from previous year 324.63 (1394.99)

Balance carried to B/Sheet 599.11 324.63

DIVIDEND:

The overall performance of the Company has been satisfactory. The Company sees tremendous growth prospects and to capitalise on the opportunities the management has not recommended any dividend during the current financial year.

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

The turnover of the company for the year under review has increased by 408.57%. Company has made operational net-profit of Rs. 274.52 lacs against a profit of Rs. 20.52 Lacs during last year. Thus, there is significant improvement in the working of the company.

The company is pleased to inform you that the first Indigenous software IGiS was completed and Version 1.1 of IGiS was released on January 27, 2011 by DrRRNavalgund, Director, Space Applications Centre, ISRO.

The financial year 2010-11 has been a significant year in the history of company. The Company has now started realizing the benefits of its investments and restructuring exercised in the last years.

During the year, the company achieved domestic sales of Rs. 482.89 lacs and Export Sales of Rs. 414.84 Lacs recording quantum growth of 408% in sales compared to previous year. The above sales reflect the significant business of the company and its presence in domestic and global markets.

SHARE CAPITAL

During the year the Share Capital of the company was increased from Rs. 23,808,000/- to Rs. 53,808,000/- by allotment of 15000000 new shares issued to Promoters / their associates under the BIFR Rehabilitation Scheme, At present the Paid up Share capital is Rs. 53,808,000/- divided into 26904000 Equity Shares of Rs. 21- each.

FIXED DEPOSITS:

The Company has not accepted deposits, which attracts the provisions of Section - 58A and Rules framed there under of the Companies Act, 1956.

DIRECTORS:

Pursuant to the provision of the Companies Act, 1956, Shri Rajah P Jain, was appointed as Additional Director of the Company and would hold the office up to the date of ensuing Annual General Meeting. The Company has received notice in writing from member proposing the candidature of Shri Rajah P Jain for the office of Director, liable to retire by rotation.

Shri Kanti V Ladani and Shri Pankaj Mudholkar, Directors who retire by rotation and being eligible offers themselves for their re-appointment at the ensuing Annual General meeting.

Shri Surendra S Khemka, Independent Non-Executive Director has resigned as director of the company effective from 21/02/2011. The Directors place on record that sincere appreciation of the services rendered by Shri Surendra S Khemka during his tenure as a director of the company.

Brief resumes of the above directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they holds directorship and memberships / of Committees of the Boards of their shareholding in the Company, as stipulated under Clause 49 of Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

CONSERVATION OF ENERGY ETC & FOREIGN EXCHANGE EARNINGS & OUTGO:

The particulars as required under the provisions of Section - 217(1) (e) are given in "Annexure A" attached herewith and forms the part of this report.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS:

The industrial relations have remained cordial and harmonious during the year.

DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section - 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

ii) 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 at the end of the financial year and after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record 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;

iv) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Reports on the corporate governance and Management Discussion and Analysis in accordance with clause 49 of the Listing Agreements with stock exchanges along with the certificate of the Auditors on the same are annexed and form part of this report.

AUDITORS:

M/s. Manoj Acharya & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, the Board recommends their reappointment as auditors from the conclusion of this Annual General Meeting to the next Annual General Meeting.

ACKNOWLEDGEMENTS:

The Board of Director express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the company has received from SAC-ISRO, ANTRIX, customers, suppliers, investors, bankers, government agencies and other associates. Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels for their services and commitment during the year.

On behalf of the Board of Directors

Date: 30st July, 2011 Rameshchandra K. Sojitra

Place: Ahmedabad Chairman & Managing Director

Mar 31, 2010

The Directors have great pleasure in presenting the Eighteenth Annual Report together with Audited Accounts for the financial year ended 31 st March, 2010.

FINANCIAL RESULTS: The Financial Results of the Company for the year is as under:

2009-2010 2008-2009

(Rs.inlacs)

Turnover 176.52 107.07

Net Profit (Loss) from operation 20.52 (96.87)

Written backs & Capital Restructure 1699.10 --

Net Profit/(Loss) after tax 1719.62 (97.44)

Surplus b/f. from previous year (1394.99) (1297.54)

Balance carried to B/Sheet 324.63 (1394.99)

DIVIDEND:

In view of past years accumulated losses, your Directors express their inability to recommend any dividend during the year ended 31st March 2010.

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

The turnover of the company for the year under review has increased by 64.86%. Company has taken steps to control the cost and expenses and consequently the company has made operational net-profit of Rs. 20.52 lacs against a loss of Rs. 96.87 Lacs last year. Thus^ there is significant improvement in the working of the company.

Your Directors are pleased to inform you that Integrated GIS and Image Processing (IGiS), the first Indigenous software of GIS and Image Processing has been completed in the technical collaboration of ISRO, the Indian Space Research Organisation. IGiS was successfully launched by the Honourable Shri Madhavan Nair, the Chairman of ISRO on 29m July 2009 at Banglore.

The Company has also entered into an Agreement with Antrix Corporation Limited, a Govt, of India enterprise dealing in promotion and marketing of products and services of the ISRO and other Government of India establishments engaged in technology developments for promotion and marketing of IGiS.

CURRENT PERFORMANCE

Apart from increasing the domestic sales, your company has also been awarded a work order of Geomatics Data Conversation Services and customization of mining application using IGiS technology of entire area of 636 Sq. kms of mines situated at SIERRA LEONE, a West African country. The same is under advanced stage of completion. With this, your Company will enter into the global markets.

FUTURE OUTLOOK

The main business of the company is to provide IGiS technology in the domain of Geomatics to several business areas. Geomatics is now being used in various segments including Environment, Healthcare, Forestry, Emergency Response, Land Information, Transportation, Resource Exploration, Agriculture, Telecommunication, Urban Planning & Infrastructure, Defense & Security, Power & Gas Utilities. The Overall market, as estimated by the Geospatial Market Report 2009 for the year 2012-13 is more than Rs. 2000 Crores. Most of these markets are in niche conditions and varying rapidly.

Most of these activities involve multiple resources i.e. Softwares, Hardwares, Engineering technology etc. Your company is forging alliances/consortiums with other experts in different sectors. M/s Antrix Corporation Ltd; your Companys Product Promotion and Marketing collaborator, has been empanelled under the Restructured Accelerated Power Development and Reform Programme (R-APDRP), a Power reform initiative of the Government of India.

Your Company in consortium, has won contract for Land Re-survey in the state of Gujarat. Similarly it has success fully have been technically qualified in various other tenders, which are in the process of

ISO 9001 -2000, CMMi, OGC COMPLIANCE AND AWARDS

SGL is certified for ISO 9001:2000 for the design, development, implementation and maintenance of software solutions in the area of Geographical Informaiton System (GIS), Image Processing (IP), Global Positioning System (GPS), Computer Aided Design (CAD) and location based services and surveys of your Company has been assessed byAFAQ-EAQA.

SGL is also certified for CMMi for Development Ver. 1.2 Level 3 (for the software engineering and product development standards) by Carnegie Mellon University, USA.

SGL is proud to announce that its product & technology IGiS has been certified by global standard by Open Geospatial Consortium (OGC) for web services - Web Map Services (Ver. 1.3.0 and Ver. 1.1.1) and Map Feature Services (Ver 1.0.0). SGL is the first Indian company to achieve this certification. IGiS is awarded as "Geospatial Product of the Year Award 2009" as an indigenous product by the Chief Guest, Dr. T. Ramasami, Secretary, Department of Science & Technology, Government of India.

REFERENCE TO BIFR

The Board for Industrial and Financial Reconstruction (BIFR) has sanctioned a rehabilitation scheme ("Sanctioned Scheme") granting various relief and concessions to the company for its revival by its order dated 24/02/2010. The Company has taken effect in Books of Accounts of relief and concession as per order of Honble BIFR to the extent granted by the concerned Authorities.

FIXED DEPOSITS:

The Company has not accepted deposits, which attracts the provisions of Section - 58A and Rules framed there under of the Companies Act, 1956.

DIRECTORS:

Pursuant to the provision of the Companies Act, 1956, Shri Surendra Khemka was appointed as Director of the Company and would hold the office up to the date of ensuing Annual General Meeting. The Company has received notice in writing from member proposing the candidature of Shri Surendra Khemka for the office of Director, liable to retire by rotation.

Shri Arupranjan Dasgupta and Shri Dinesh J Shah, Directors who retire by rotation and being eligible offers themselves for their re-appointment at the ensuing Annual General meeting.

Brief resumes of the above directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they holds directorship and memberships / of Committees of the Boards of their shareholding in the Company, as stipulated under Clause 49 of Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

CONSERVATION OF ENERGY ETC & FOREIGN EXCHANGE EARNINGS & OUTGO:

The particulars as required under the provisions of Section -217(1) (e) are given in "Annexure A" attached herewith and forms the part of this report.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS:

The industrial relations have remained cordial and harmonious during the year.

DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section - 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record 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;

iv) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Reports on the corporate governance and Management Discussion and Analysis in accordance with clause 49 of the Listing Agreements with stock exchanges along with the certificate of the Auditors on the same are annexed and form part of this report.

AUDITORS:

M/s. Manoj Acharya & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, the Board recommends their reappointment as auditors from the conclusion of this Annual General Meeting to the next Annual General Meeting.

ACKNOWLEDGEMENTS:

The Board of Director express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the company has received from SAC-ISRO, customers, suppliers, investors, bankers, government agencies and other associates. Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels for their services and commitment during the year.

On behalf of the Board of Directors Date: 31st July, 2010 Ramesh K. Sojitra

Place: Ahmedabad Chairman & Managing Director

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Directors Report of SGL Resources Ltd.

Financial Results

State of Company Affairs Standalone Basis

Consolidated Basis

Dividend

Major Events during the financial year

Share Capital

Extra-Ordinary General Meeting of the Company

Board of Directors and Key Managerial Personnel

> Retire by Rotation

> Appointment

> Resignation / Cessation

> Changes in management after closure of Financial year:-

Subsidiary Company

Registered Office:

Criteria for determining Qualifications, Positive Attributes, Independence and other Matters concerning a Director

> The company had following independent directors as on March 31, 2024:-

> Following changes were made after the closure of independent directors:-

Familiarization Programme for Independent Directors

Meetings of Board

Committees of Board

> Audit Committee

> Nomination and remuneration committee

> Stakeholder and Relationship Committee

> Right issue Committee

Policy on directorâs appointment and remuneration.

Directors'' Responsibility Statement:

Evaluation of Board Performance

Auditors

> Statutory Auditors

> Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other than those which are reported to the central government:-

> Secretarial Auditor

> Cost Auditor

> Internal Auditor

Management Discussion and Analysis

Corporate Governance Report

Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Annual Return

Particulars of Employees and Related Disclosures

Development and Implementation of Risk Management Policy

Whistle Blower Policy

Significant and Material Orders by the Regulators or Courts or Tribunals which impact the going concern status and the Companyâs Future Operations.

Public Deposits

Corporate Social Responsibility

Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016

Disclosure as Per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Industrial Relations

Acknowledgement

Date: September 05, 2024 By Order of the Board of Directors

Financial Results

State of Company AffairsStandalone Basis

Consolidated Basis

Dividend

Transfer to General Reserve:

Share Capital

Allotment of Equity Shares

Extra-Ordinary General Meeting of the Company

Material Changes and Commitments Affecting Financial Position between end of the Financial Yearand Date of Report

Subsidiary Company

Board of Directors and Key Managerial Personnel

Retire by Rotation

Appointment

Re-appointment

Resignation / Cessation

Registered Office:

Criteria for determining Qualifications, Positive Attributes, Independence and other Mattersconcerning a Director

Independent Director''s Declaration

Familiarization Programme for Independent Directors

Meetings of Board

Audit Committee

Nomination and Remuneration Policy

Committees of Board

Directors'' Responsibility Statement:

Evaluation of Board Performance

Auditors

â¢ Statutory Auditors

Details in respect of frauds reported by auditors under sub-section (12) of Section 143 otherthan those which are reported to the central government:-

â¢ Secretarial Auditor

â¢ Cost Auditor

â¢ Internal Auditor

Policy on directorâs appointment and remuneration.

Significant and Material Orders by the Regulators or Courts or Tribunals which impact the going concern status and the Companyâs Future Operations.

State of Company Affairs
Standalone Basis

Material Changes and Commitments Affecting Financial Position between end of the Financial Year
and Date of Report

Criteria for determining Qualifications, Positive Attributes, Independence and other Matters
concerning a Director

â¢ Statutory Auditors

Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other
than those which are reported to the central government:-

â¢ Secretarial Auditor

â¢ Cost Auditor

â¢ Internal Auditor

Significant and Material Orders by the Regulators or Courts or Tribunals which impact the going
concern status and the Company''s Future Operations.

Disclosure as Per Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

Disclosure pursuant to clause (xii) of sub-rule (5) of rule 8 of The Companies (Accounts) Rules,
2014.

For and on behalf of the Board of Directors
Sd/- Sd/-