Directors Report of VK Global Industries Ltd.

Mar 31, 2025

The Directors are pleased to present before you 32^nd Annual Report on the Business and Operations of your company together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year ended March 31, 2025 is summarized below:

	(In Rs. )
	Particulars	Current Year FY 2024-25	Previous Year FY 2023-24
	Revenue from Operations	5,91,416	-
	Other Income	7,07,959	2,78,439
	Depreciation & Amortization Expenses	3,71,396	42,960
	Profit / (Loss) before T axation	(41,24,219)	(35,72,096)
	Less- Deferred T ax Expenses	1,97,931	(3,376)
	Profit / (Loss) for the year	(43,22,150)	(35,68,720)
	Balance Carry forward......	(43,22,150)	(35,68,720)

During the financial year under review, the company started its commercial operation from 1^st March, 2025 in the new business area of Hydroponic Farming Business. In a short period of 31 days till 31^st March 2025, the Company achieved a turnover of Rs. 5.91 lacs only. The Loss after tax during the financial year was recorded at Rs. 43, 22,150 as against Rs. 35,68,720 in the previous year.

2. HYDROPONIC FARMING BUSINESS

The Board of Directors with its commitment for the revival of the company had done detailed evaluation, examination of opportunities in the Hydroponic Farming Sector during the financial year under review and decided to enter into this business with low scale initially to minimize the risk factors.

Hydroponic farming in India has been successfully used for growing vegetables (tomatoes, cucumbers and peppers) and ornamental crops such as herbs, freesia, roses and foliage plants. Urban agriculture (UA), is also gaining popularity, where farming is done within the urban area in a confined space with the availability of sunlight. Entities with large spaces, like office buildings, and rooftops of residential buildings, can also be used for installing a hydroponic setup. The cost to start a hydroponic farm is higher because it requires the proponent to create stable atmospheric and medium conditions.

HYDROPONIC FARMING OPREATIONS:

The new industrial facility of Agriculture Farming has been installed in Industrial Model Town (IMT) Faridabad, Haryana . The present installed capacity of a Naturally Ventilated Poly House would be 1728 Sqm and a fully automated fan and pad-based poly house for a Nutrient Film Technique (NFT) of 1680 Sqm housed in a single structure. This facility is designed to produce high quality planting material in the automated nursery for vegetables for commercial cultivation of exotic vegetables and sale of seedlings in the market. The NFT system can produce several varieties of leafy vegetables such as lettuces, Basil, Kale, baby spinach, Pokchoi and exotic herbs such as Thyme, Rosemary, Organo etc. The facility is fully automated and the fustigation systems and climate management equipment will be controlled by IOT based control panel integrated with sensors installed in the poly house. A qualified and experienced technical team in the Hydroponic sector has been engaged to manage the production, sales & marketing of the produce. Finally, the company started its commercial operations from 1^st March, 2025.

CAPITAL OUTLAY:

The total outlay of the project was envisaged to Rs. 310 lacs. The members in its 31^st Annual General Meeting held on 24^th September, 2024 had approved the fund raising requirement for this project by way of issue of preferential issue of equity shares to the tune of Rs. 101.75 lacs and balance amount from the internal available fund with the company. The proceeds from preferential issue of equity shares is still awaited and allotment of such equity shares in favour of the promoters group of companies will be made after obtaining the approval of the Bombay Stock Exchange.

The detailed outlook of this business may be referred in “Management Discussion & Analysis Report” in Annexure-III forms part of this report.

3. CHANGE IN NAME OF THE COMPANY:

The members of the company in their 31^st Annual General Meeting held on 24^th September, 2024 approved the new name of the company from “SPS International Limited” to “VK Global Industries Limited”. Subsequently, the company also obtained the approval of the Ministry of Corporate Affairs under the provision of the Companies Act, 2013 and Bombay Stock Exchange under the regulation 45 of SEBI (LODR), 2015. The new name of the company “VK Global Industries Limited” was made effective from 13^th November, 2024, the day on which the Registrar of Companies NCT of Delhi & Haryana issued new Certificate of Incorporation pursuant to the change of name.

4. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

No material changes and commitments have occurred after the close of the year under review till the date of this Report which affects the financial position of the Company.

5. TRANSFER TO RESERVE

For the year under review, the company has not transferred any amount to Reserve and Surplus.

6. DIVIDEND

Keeping in view, the future requirement of funds and current losses in the company, the Board of Directors does not recommend any dividend for the relevant financial year ending as on March 31, 2025.

7. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company neither has any Subsidiary, Joint Venture or Associate Company nor has any Company become or ceased to be its Subsidiary, Joint Venture or Associate Company, during the financial year under review.

8. SHARE CAPITAL

The total paid-up share capital of the company as on 31st March 2025 is Rs. 4,23,79,000/- comprising of 42,37,900 Equity Shares of Rs. 10/- each.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) The size and composition of the Board :

The composition of the Board of Directors comprises a combination of Executive, Non-Executive Directors and Independent Directors as on 31^st March 2025. There are a total 4 (four) directors on the Board comprising- 1 (One) Executive Chairman-cum Managing Director, 1(One) Non-Executive Director and 2 (two) Independent Directors including One Woman Director (NonExecutive).

(ii) Change in composition of the Board :

• During the year under review, there was no change in the composition of the Board of Directors of the Company.

• During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, if any, received by them.

• In accordance with the requirements of the Companies Act, 2013 and the Company ’ s Articles of Association, Mr. Rohit Jain, Director (DIN: 00442319) retires by rotation and is being eligible for re-appointment offer himself for reappointment. The Board of Directors recommends to members for their approval as being sought at the ensuing AGM for his re-appointment.

(iii) Key Managerial Personnel are as under:

• In terms of Section 203 of the Companies Act 2013, following are the KMP of the Company as on March 31, 2025:

S Mr. Rahul Jain - Executive Chairman-cum- Managing Director

S Mr. Ashish Jain - Chief Financial Officer

S Mr. Saurabh Gupta- Company Secretary & Compliance Officer

10. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the ‘Listing Regulations’.

11. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Sections 134(5) of the Companies Act 2013, the Board of Directors to the best of their knowledge and ability, confirm that:

1. in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for the period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

4. the Directors have prepared the Annual Accounts on a ‘going concerned’ basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating efficiently; and

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

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has not given any loans or guarantees in terms of provisions of Section 186 of the Companies Act, 2013.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the ‘going concern’ status of the Company and its future operations.

14. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

15. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

As per the provisions of Companies Act, 2013 and Regulation 23 of ‘Listing Regulations’, the Company has formulated a Policy on Related Party Transaction to ensure transparency in transactions between the Company and the related parties. The Related Party Transaction Policy is hosted on the website of the company www.vkgil.in.

During the year under review, there were no material transactions, as defined under the provisions of ‘Listing Regulations’, between the Company and related parties. All transactions with related parties were carried out in the ordinary course of business at arms’ length basis and details of such transactions are mentioned in notes attached to the financial statements, appearing elsewhere in the Annual Report. Further, Form AOC-2 containing the necessary disclosure in this regard is attached as Annexure - “I” and forms an integral part of this report.

16. PROPOSED MATERIAL RELATED PARTY TRANSACTIONS

In terms of the provision of Regulation 23 (3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the audit committee of the Board has given omnibus approval for “material related party transactions” proposed to be entered by the company, subject to the prior approval by the members in the ensuing Annual General Meeting. As your company has recently commenced its business operations in the field of Hydroponic Farming and in the phase of stabilizing its the operations, the Audit Committee while giving its omnibus approval foresees that the company may require to entering into material-related party transactions. On the recommendation of the Audit Committee, the Board of Directors approved the following material related party transactions, subject to the prior approval of the members in the ensuing Annual General Meeting-

(i) for material related party transactions with VK Global Digital Limited upto the ceiling of an amount of Rs.9.00 lacs for a period of One Year.

(ii) The specific approval for a lease agreement for registered office Space for a period of 5 years with VK Global Publications Limited on the prevailing market lease rate of Rs.6.00 lacs per annum subject to increase of 5% every year after first year.

The detail of such material related party transactions have been set out in the proposed resolution in item no 4 of the Notice of the ensuring Annual General Meeting along with the explanatory statement thereon. The Board of Directors recommends to the members for the approval of the proposed resolution in the interest of the company.

17. RELATED PARTY TRANSACTION INDUSTRY STANDARDS:

As per SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated 26^th June, 2025 regarding Industry Standards on Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions effective from September 01, 2025. As per circular issued by Industry Association dated 26^th June, 2025 the RPT Industry Standards shall not be applicable to:

(a) Transactions exempted under Regulation 23(5) of the LODR Regulations; and

(b) Quarterly review of RPT s by the Audit Committee in terms of Regulation 23(3)(d) of the LODR Regulations.

(c) Transaction(s) with a related party to be entered into individually or taken together with previous transactions during a financial year (including which are approved by way of ratification do not exceed Rs. One Crore.

The company falls under the ambit of caluse (b) and (c) above. Therefore the requirement to provide information according to RPT Industry Standards is not applicable to the Company.

18. AUDITORS:

A. Statutory Auditors and Statutory Auditor’s Report -

During the year under review, M/s. Jain Jain & Associates, Chartered Accountants (FRN: 009094N) carried out the Statutory Audit and submitted their report. The Audit Report as submitted by the Statutory Auditor does not contain any adverse remark/comments / observations. Therefore, the management is not required to make any comments thereon.

B. Internal Auditors -

During the year under review, M/s. P.C. Jain & Company, Company Secretaries (FRN: P2016HR051300) carried out the Internal Audit and submitted their report for the Financial Year 2024-25. The Audit report does not contain any adverse remark / comments / observations. Therefore, the management is not required to make any comments thereon.

C. Secretarial Auditors -

During the year under review, M/s. P.C. Jain & Company, Company Secretaries (FRN: P2016HR051300) were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for Financial Year 2024-25. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines. The Secretarial Audit Report details of observations and Management’s Reply thereon is provided in Annexure-“II” as an integral part of this Report.

D. Cost Auditors-

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company was not required to maintain cost records and no cost auditor was required to be appointed.

19. RISK MANAGEMENT

The Board confirms that there exists a structure in the Company to identify, assess, evaluate and mitigate various types of risks w.r.t. the operations of the Company. In view of the Board, none of the elements of any such risk threatens the existence of the Company.

20. CORPORATE GOVERNANCE

The Compliance of the Corporate Governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not be mandatory applicable to the company since its paid-up share capital is less than Rs.10 Crore and Net Worth is less than Rs. 25.00 Crore.

The Board of Directors has laid down a Code of Conduct to be followed by all the Directors and members of Senior Management of your Company. The Board of Directors supports the principles of Corporate Governance and lays strong emphasis on transparency, accountability and integrity.

21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption, are applicable to the Company. The Company remains in constant pursuit to carry out its operations in an environment friendly manner as well as to reduce the consumption of energy. This is monitored regularly at various stages of production processes and suitable actions are implemented wherever needed & feasible.

During the year under review, the Company had no earnings and expenditure in foreign exchange.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As the Company does not fall under the Top 1000 listed entities, based on market capitalization, as at 31^st March, 2025, the provisions of regulation 34(2)(f) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 pertaining to the Business Responsibility and Sustainability Report (BRSR) are not applicable.

23. DEPOSITS

The Company has neither invited nor accepted any deposits from public during the year under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the year under review.

24. PARTICULARS OF EMPLOYEE

a) In terms of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of employees and their remunerations are as under:

(i) None of the director got any remuneration during the financial year ended as on at 31 st March, 2025, therefore the ratio of remuneration of each director to the median remuneration of the employees of the company during the financial year was NIL.

(ii) No managerial remuneration was paid to any director except out of pocket expenses on actual basis. There has been no change in the remuneration of Chief Financial Officer and Company Secretary in the financial year under review.

(iii) There was no increase in remuneration of maiden employees during the year.

(iv) During the financial year under review, total number of employees on the roll of the company was 9.

(v) There is no increase in remuneration of employees other than managerial personnel and its comparison with managerial remuneration and justification thereof can’t be ascertained.

(vi) It is affirmed that Remuneration paid to employees was as per the policy of the company.

(vii) There is no employee in the company who was in receipt of salary during the full year or in part year, as the case may be, exceeding the limit of salary prescribed in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore the particulars of employees as required under rule 5 (3) are not applicable.

25. CORPORATE SOCIAL RESPONSBILITY

The company does not meet the criteria of net worth or turnover or net profit during the immediate preceding financial year as mentioned in section 135 (1) of the Companies Act, 2013, therefore the provision of Corporate Social Responsibility as prescribed under section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules 2014 are not applicable.

26. ANNUAL EVALUATION BY THE BOARD

The paid up share capital of the company is below the threshold limit of Rs. 25 Crore as prescribed under section 134(3) (p) of the Companies Act, 2013 read with Rule 4 of the Company (Accounts) Rules, 2014. Therefore, a formal annual evaluation of the performance of the Board, its Committees and of Individual Directors is not applicable.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Para B of Schedule V in respect of Management Discussion and Analysis Report is given in Annexure-“III” forms part of this Report.

28. CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All following policies as applicable to the company are available on the website of the Company-www.vkgil.in. The Policies are reviewed periodically by the Board and updated on the basis of need and legal requirements. The key policies with brief descriptions of each policy are as follows:

Name of the Policy	Brief Description
1. Vigil Mechanism/Whistle Blower Policy	The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally. The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism (whistle blower) by raising any concern in good faith. The Company does not tolerate any form of victimization and takes appropriate steps to protect a whistle blower that raises a concern in good faith and treats any retaliation as a serious disciplinary action. The Company protects the identity of the Whistle blower if the Whistle blower so desires, however the whistle blower needs to attain any disciplinary hearing or proceedings as may be required for investigation of the complaint. Detailed Policy is available on company’s website.
2. Risk Management Policy	The Company has developed and implemented a Risk Management Policy. The details of elements of risk are provided in the Management Discussion and Analysis section of the Annual Report. Detailed Policy is available on company’s website.
3. Appointment and Remuneration of Directors, KMP and other Employees Policy	The Board on the recommendation of Nomination and Remuneration Committee has framed a policy on Director’s Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and relating to remuneration for the Directors, Key Managerial Personnel and Other Employees in terms of subsection (3) of section 178 of the Companies Act, 2013. The Remuneration Policy is available on the Company ’ s website
4. Sexual Harassment Policy	As required under the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013, the Company has policy on prevention of Sexual harassment of women at workplace and matters connected therewith. Detailed Policy is available on company’s website.
5. Related Party Transaction Policy	As required under the Section 188 of Companies Act, 2013, and Regulation 23 of SEBI (LODR) Regulations, 2015 the company has formulated a policy on materiality of related party transactions and provided it on the website of the Company.

29. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF.

During the financial year under review, total 5 (five) meetings of the Board of Directors held. The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013 i.e. the maximum interval between any two meetings did not exceed 120 days.

30. COMPOSITION OF COMMITTEES OF THE BOARD & MEETINGS The composition of the various Committees of the Board & its Meetings held during the financial year 2024-25 are as follows-(i) Composition of Audit Committee (Under Section 177 of Companies Act, 2013)
	S.No.	Name of Member	Date of Appointment	Date of Cessation	Designation	Category
	1.	Mr. Amit Jain	01/07/2022		Chairman	Non- Executive & Independent Director
	2.	Mrs. Kiran Arora	01/07/2022		Member	Non- Executive & Independent Director
	3.	Mr. Rahul Jain	24/06/2022	-	Member	Executive Director

(11)	Composition of Stakeholders Relationship Committee (Section 178 (5) of Companies Act, 2013)
	S.No.	Name of Member		Appointment	Cessation	Designation	Category
	1.	Mr. Rohit Jain		24/06/2022	-	Chairperson	Non- Executive Director
	2.	Mrs. Kiran Arora		01/07/2022		Member	Non- Executive & Independent Director
	3.	Mr. Rahul Jain		24/06/2022	-	Member	Executive Director
During the year under review, the meeting of Stakeholder Relationship Committee was held on 17th January, 2025 and all the members of Stakeholders Relationship Committee attended the meeting.
(iii) Composition of Nomination and Remuneration Committee Section (178 (1) of Companies Act, 2013)
	S.No.		Name of Member	Date of Appointment	Date of Cessation	Designation	Category
	1.		Mrs. Kiran Arora	01/07/2022		Chairperson	Non- Executive & Independent Director
	2.		Mr. Amit Jain	01/07/2022		Member	Non- Executive & Independent Director
	3.		Mr. Rohit Jain	24/06/2022	-	Member	Non-Executive Director
	During the year under review, the meetings of Nomination and Remuneration Committee was held on 12th August 2024 and all the Committee members attended the meeting.

(iv) Composition of Independent Directors
	S.No.	Name of Member	Designation	Category
	1.	Mr. Amit Kumar Jain	Chairman	Non-Executive& Independent Director
	2.	Mrs. Kiran Arora	Member	Non-Executive &Independent Director

During the year under review, the meeting of Independent directors was held on 10^th September 2024 and all the Independent directors attended the meeting.

31. THE PREVENTION OF SEXUAL HARASSMENT

In compliance with the provision of Section 4 (1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the purpose of the committee is to address the complaints raised by women employees relating to sexual harassment at workplace. The company has a zero-tolerance policy on sexual harassment cases. The composition of the Internal Complaint Committee of the Company is as follows-

S.No.	Name of Member	Designation
1.	Mrs. Rekha Bisht	Chairperson
2.	Mrs. Sangeeta Jain	Member
3.	Mr. Ankur Jain	Member

During the year under review, the meeting of the Internal Compliant Committee was held on 10th March 2025 and all the members of the Internal Compliant Committee attended the meeting. The necessary disclosure in terms of requirements of Listing Regulations in this regard is given below:

a) Number of complaints filed during the financial year - Nil

b) Number of complaints disposed off during the financial year - Nil

c) Number of complaints pending as on end of financial year - Nil

32. MATERNITY BENEFITS:

The company has maternity benefits policy for eligible female employees. Total number of female employees in the company is only one. No maternity benefits were availed by the female employee during the financial year 2024-25.

33. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (as amended) from time to time.

34. FRAUDS REPORTED BY THE AUDITORS

None of the auditors - Statutory, Secretarial or Internal, have reported any incident of fraud to the Audit Committee/ Board of Directors, in their respective report, for the periods reviewed by them.

35. EXTRACT OF ANNUAL RETURN

As required under the provisions of section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, a copy of the relevant Extract of Annual Return as on 31^st March, 2025 is made available at company’s office website www.vkgil.in.

36. PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application either pending or admitted against the company in a proceeding under the Insolvency and Bankruptcy Code, 2016 and Regulations made there under during the financial year under review.

37. APPRECIATIONS

The Board of Directors wish to place on record its appreciation for the untiring efforts & valuable contributions made by the erstwhile promoters and promoters group since last more than three decades in the company. The Board of Directors also place on record the appreciation for all its existing and past employees, bankers, vendors and other stakeholders for giving their valuable guidance and efforts and reposing trust on the management of the company. The Board of Directors looks forward a continuing support and trust from all stakeholders in future too.

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Mar 31, 2014

The Shareholders,

The Directors are pleased to present the Twenty first Annual Report for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of the Company during the year has been as under:

(Rs/Lakh) PARTICULARS Year ended on 31.03.20141 31.03.2013

Incomes:

Net Sales/Income from operations 1674.46 1434.03

Other Income 15.25 47.64

Total (A) 1689.71 1481.67

Expenditure:

(lncrease)/Decrease in stock in trade (38.61) 71.09

Consumption of raw material 868.62 509.50

Purchase of traded goods 259.40 221.64

Staff cost 175.58 208.19

Other expenditure 276.14 329.84

Finance Cost 13.81 63.97

Depreciation 88.62 48.77

Total (B) 1643.56 1453.00

Profit ( )/ Loss (-) before tax (A-B) 46.15 28.67

Tax Expenses 5.89 5.46

Provision for MAT 3.53 -2.19

Provision for Fringe Benefit Tax - -

Provision for deferred tax liability 9.54 8.69

Net profit ( )/ Loss (-) 27.20 16.70

Paid-up equity shares capital (Face value) 322.59 322.59

Reserves 144.59 127.90

Basic and diluted EPS 0.84 0.52

During the year under review the total income was Rs. 1689.71 Lac as against Rs.1481.67 Lac in F.Y. 2012-13. The net Profit after tax for the year is Rs. 46.15 Lac as against Rs. 28.67 Lac in F.Y. 2012-13.

DIVIDEND :

Due inadequacy of profits in the current year, no dividend for the year is being recommended.

STOCK EXCHANGES :

The shares of the Company are listed at Bombay Stock Exchange Ltd. The listing fee for the financial year 2014-2015 has been paid to Bombay Stock Exchange Ltd.

DIRECTORS:

ShAnkur Jain and Sh. R.C. Jain are retiring at the ensuing Annual General Meeting and have offered themselves for re-appointment. Proposal for their re-appointment is being included in the notice convening Annual General Meeting.

PROMOTER GROUP:

The promoter group consists of Sh. S.K. Jain, Smt. Sarla Jain, Sh. Ankur Jain, Sh. Madhur Jain, Smt. Shikha Jain, Smt. Kopal Jain and SPSInfratech Private Limited.

DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under section 217(2AA) of the Companies Act, 1956. we report that:

in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profits of the Company for that period;

the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS'' REPORT :

M/s Sudhir Chaudhary & Associates, Chartered Accountants, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting. The Company has received from them a letter dated 6/8/2014 to the effect that they are eligible and willing to be re-appointed as auditors of the Company. Their re-appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013. Accordingly, the resolution for appointment of the auditors has been included in the Notice convening next Annual General Meeting.

There are no comments or qualification in the Auditors'' Report requiring an explanation or comments by the Board.

MANAGEMENT DISCUSSION AND ANALYSIS :

Management Discussion and Analysis forms part of the Directors'' Report and is annexed as Annexure-I. CORPORATE GOVERNANCE :

Your Company is complying with all the provisions of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd. A Report on the Corporate Governance is enclosed as Annexure-11. A certificate dated 6/08/2014 from the statutory auditors on compliance with the requirements of clause 49 of the listing agreement is annexed to the Directors'' Report and forms part of the Corporate Governance Report.

FIXED DEPOSITS :

Your Company has not accepted any deposits from public within the meaning of section 58-A of the Companies Act, 1956.

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

The report required to be made pursuant to Section 217( 1 )(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure-lII and forms part of this report.

Complied by: Dion Global Solutions Limite

There are no employees in the Company, drawing remuneration exceeding the limits prescribed in section 217(2-A) of the Companies Act. 1956 read with Companies (Particulars of Employees) Rules, 1975. "

ACKNOWLEDGEMENTS :

Your Directors express their deep sense of appreciation for the assistance and co-operation received from the Banks. Auditors and other authorities during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the devoted and sincere services of all the executives, staff and workers of the Company. "

By the order of the Board Place : Faridabad Dated: 12/08/2014 Sd/- S.K.Jain (Chairman and Managing Director)

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Mar 31, 2010

The Directors are pleased to present the Seventeenth Annual Report for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial performance of the Company during the year has been as under:

(Rs/Lakh)

PARTICULARS Year ended on

31.03.20101 31.03.2009

Incomes:

Net Sales/Income from operations 1198.95 1324.41

Other Income 10.97 12.37

Total (A) 1209.92 1336.78

Expenditure;

(Increase)/Decrease in stock in trade (6.63) (45.31)

Purchase of traded goods 827.12 945.60

Staff cost 133.51 136.69

Other expenditure 155.35 199.40

Interest 22.58 16.61

Depreciation 67.05 52.24

Total (B) 1198.98 1305.23

Profit (+)/ Loss (-) before tax (A-B) 10.94 31,55

Provision for taxation 7.30 13.50

Provision for Fringe Benefit Tax 0 2.55

Provision for deferred tax liability (4.37) (4.95)

Net profit (+)/ Loss (-) 8.01 20.45

Paid-up equity shares capital (Face value) 322.59 322.59

Reserves 101.12 86.56

Basic and diluted EPS 0.25 0,63

During the year under review the total income is ? 1209.92 Lac as against Rs1336.78 Lac in F.Y. 2008-09. The net profits after tax for the year are Rs 8.01 Lac as against Rs 20.45 Lac in F.Y. 2008-09.

The Company is exploring opportunities in new business areas. The Company is in discussions with a US based company engaged in the innovative and niche business of proving an image on an organic product to be used as gift item etc. The US company has patent over the process. The product is a unique one and has lot of potential in India. Your Company is in discussions to get a license over the Patent in India.

The Company is also in discussions for alliance in the area of solar power generation. The Company may either on its own or through a joint venture may foray in the area of Solar Power Generation.

Presently, both the above activities are not covered in the Objects Clause of Memorandum of Association of the Company and therefore, the Object Clause has to be amended to include these activities. Pursuant to provisions of section 192 A and The Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 as amended from time to time the resolution for amendment in Object Clause has to be passed through process of postal ballot. Your Directors would initiate the process of postal ballot very soon to seek your consent to the amendment in object clause.

DIVIDEND

Due to inadequacy of profits in the current year, no dividend for the year is being recommended.

STOCKEXCHANGES

The shares of the Company are listed at Bombay Stock Exchange Ltd. The listing fee for the financial year 2010-2011 has been paid to Bombay Stock Exchange Ltd.

DIRECTORS

Sh. Vipin Gupta and Sh. Anoop Dawar are retiring at the ensuing Annual General Meeting and have offered themselves for re-appointment.

The term of office of Sh. Sudhir Jain as whole time director is coming to an end on September 30,2010. It is proposed to re-appoint him as whole time director for a further period of two years w.e.f October 1, 2010. Sh. Ankur Jain was appointed as additional director by the Board of Directors and his term of office is coming to an end at the ensuing Annual General Meeting.

Necessary resolutions for the re-appointment of the above directors are being included in the Notice convening 17* Annual General Meeting.

PROMOTER GROUP

The promoter group consists of Sh. S.K. Jain, Smt. Sarla Jain, Sh. Ankur Jain, Sh. Madhur Jain, Smt. Shikha Jain and MAJA Merchandise Private Limited.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, we report that:

! in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii the directors have 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 of the Profits of the Company for that period;

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

iv the directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s Sudhir Chaudhary & Associates, Chartered Accountants, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting. The Company has received from them a letter dated 25/7/2010 to the effect that they are eligible and willing to be re-appointed as auditors of the Company and their re-appointment, if made, would be within the limits prescribed under section 224 (1-B) of the Companies Act, 1956. Accordingly, the resolution for appointment of the auditors has been included in the Notice convening next Annual General Meeting.

There are no comments or qualification in the Auditors Report requiring an explanation or comments by the Board.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis forms part of the Directors Report and is annexed as Annexure-I.

CORPORATE GOVERNANCE

Your Company is complying with all the provisions of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd. A Report on the Corporate Governance is enclosed as Annexure-II, A certificate dated 28/5/2010 from the statutory auditors on compliance with the requirements of clause 49 of the listing agreement is annexed to the Directors Report and forms part of the Corporate Governance Report.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits from public within the meaning of section 58-A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

The report required to be made pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure-III and forms part of this report.

PARTICULARS OF EMPLOYEES

There are no employees in the Company, drawing remuneration exceeding the limits prescribed in section 217(2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENTS

Your Directors express their deep sense of appreciation for the assistance and co-operation received from the Banks, Auditors and other authorities during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the devoted and sincere services of all the executives, staff and workers of the Company.

Place : Faridabad On behalf of the Board of Directors

Dated; 17.08,2010 Sd./

S.K.JAIN (Chairman and Managing Director)