Sumeru Industries Ltd

To,

The members of,

Sumeru Industries Limited

Your directors are pleased to present the 31st Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2024.

1. Financial Performance of the Company:

A summary of the Company's financial results for the Financial Year 2023-24 is as under

2. Operational Review:

During the year under review, the Company has earned total income of Rs. 46.24 lacs which also comprising of operational income of Rs. 5.50 lacs from consultancy services. Other income generated of Rs. 40.74 lacs were dividend and interest income of investments made. After deducting all administrative expenses and depreciation and necessary adjustments for taxation, etc. this year Company has earned a net profit of Rs. 0.21 lacs. (previous year it was Rs. 1.20 lacs)

3. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Except the information given in this report, no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the Company.

4. Dividend:

Due to business needs in future, the directors do not recommend any dividend for the financial year.

5. Unclaimed Dividend:

The Company does not have any outstanding unclaimed dividend which is required to be transferred to the Investor Education and Protection Funds as per the provisions of Section 125 of the Companies Act, 2013. The Company does not have any outstanding liability on account of Interest and principal of

Deposits, Debentures or Share Application Money.

6. Share Capital

The paid up Equity Share Capital as at March 31, 2024 stood at 720 Lakhs. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

7. Deposits:

During the year under review, your Company has neither invited nor accepted any public deposit as defined under Section 77 of the Companies Act, 2013.

8. Particulars of loan, guarantees or investments under section 186:

Company has not provided any guarantee or any security in connection with a loan to any other body corporate or person during the year under preview. However, the Company has made investment in Aalps Infraspace LLP for 19% of investment and profit sharing. The project initiated by LLP stopped and Company has received significant amount of money injected in the LLP. The Company does not have significant influence and control based on the representation on the management of Aalps Infraspace LLP.

9. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

10. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Board members are of the view that commensurate with the size and nature of the business, your Company has maintained adequate Internal Financial control.

11 Board of Directors: Mr. Bhavin Mashruwala and Mr. A. C. Patel, Independent Directors of the Company were re-appointed at the 26th Annual General Meeting held on 23rd September, 2019 as such for the second term of five (5) consecutive years and as per their term of appointment, their last term of appointment is about to expire in the forthcoming AGM. Board members are in process of appointing eligible persons as Additional Directors in place of retiring Directors.

12. Board Meetings: During the year, four Board meetings were duly convened and held. The following are the dates on which the board meetings were held-

(1)29th April, 2023 (2) 22nd July, 2023 (3) 25th October, 2023 (5) 31st January, 2024

13. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company-

1. Mr. Vipul H. Raja- Chairman and Managing Director

2. Mrs. Nidhi Shah- Company Secretary

3. Mr. Manish H. Mishra- Chief Financial Officer

14. Committees: The The Company has several Committees which have been established as a part of corporate governance practices and are in a compliance with the requirements of the relevant provisions of applicable laws and statute.

The Company has following Committees-

(a) Audit Committee- During the year under review, the members of Audit Committee met 4 times in a year as per following-

(b) Nomination and Remuneration Committee- The members of Nomination & Remuneration Committee met 1 time during the year. Following is the Composition of Nomination & Remuneration Committee-

(c) Stakeholders' Relationship Committee- The members of Stakeholders' Relationship Committees met twelve times during the year i.e. 29th April, 2023, 31st May, 2023, 30th June, 2023, 31st July, 2023, 31st August, 2023, 30th September, 2023, 31st October, 2023, 30th November, 2023, 30th December, 2023, 31st January, 2024, 29th February, 2024 and 30th March, 2024. Following is the Composition of Stakeholders' Relationship Committee-

There is no Change in composition during the year.

15. Board policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulations of certain policies for all listed companies. All our corporate governance policies are available on the website of the Company. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

16. Exemption from certain provisions of Corporate Governance:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Paid up Capital and net worth of the Company as on 31st March, 2023 are less than the prescribed limit and as per exemption rule, our Company is exempted from certain provisions of Corporate Governance. Accordingly (i) Corporate Governance Report, (ii) declaration of CEO/ CFO certifying compliance by Board of Directors and Senior Management personnel with respective Code of Conduct and (iii) Compliance Certificate from Statutory Auditor regarding compliance with Corporate Governance Provisions is not given herewith.

Company will follow above mentioned provisions as and when become applicable to the Company.

17. Formal Annual Evaluation Process by Board:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual directors pursuant to provisions of the Companies Act, 2013 and Corporate Governance requirements as prescribed by SEBI under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board Composition and structure, effectiveness of board process, information and functioning etc The performance of the committee was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the structure of the committees, meetings and independency of the Committees etc

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

18. Establishment of vigil mechanism for directors and employees:

Company has adopted vigil mechanism called "Whistle Blower Policy", for directors and employees to report to the management, instances of unethical behavior, fraud or violation of the Company's code of Conduct or ethics policy. The same is available on the website of the Company.

19. Establishment of code of conduct for directors and senior management persons:

To enhance ethical and transparent process in managing the affairs of the Company, Board of Directors have adopted "Code of Conduct for Board of Directors and Senior Management Personnel" as per requirements of the listing Agreement. The same is available on the website of the Company.

20. Disclosure under Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013-

Pursuant to Section 22 of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, every Company is required to set up an Internal Complaint Committee to look into the complaints relating to sexual harassment at work place of any woman employee.

Company has adopted a policy for prevention of Sexual Harassment of Woman at workplace and has designated woman director Mrs. Sonal V. Raja to ensure implementation of the said policy. During the year, Company has not received any complaints and no complaint is pending at the Company's end.

21. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All members of the Board Directors and the designated employees have confirmed compliance with the Code.

22. Related Party Transactions:

Company has executed Leave and License agreement with Mr. Nandit V. Raja, Promoter and Mrs. Sonal V. Raja, Promoter Director of the Company for the use of Registered office premises situated at S. G. Highway.

As 10% of the Annual Consolidated Turnover of the Company is less than the total amount of transactions done with Related parties during the year, the said transactions are considered "Material Transactions" as per regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, as per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempted from making disclosures with SEBI/ Stock Exchange regarding Material Transactions done with related party during the year.

However, details of transactions with related parties are given in note 13 of Accounting Policies by Auditors as per Accounting Standard 18. Form No. AOC-2 pursuant to clause (h) of sub- section (3) of Section 134 and sub section (1) of Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure-I.

23. Corporate Social Responsibility:

As per Section 135 of the Companies Act, 2013 and Rules of Companies (Corporate Social Responsibility policy), 2014, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee.

As Company does not come under the ambit of above mentioned provisions, Company has not formed Corporate Social Responsibility Committee and hence Rule 9 of Companies (Accounts) Rule, 2014 regarding disclosure of contents of Corporate Social Responsibility Policy is not applicable to the Company.

24. Director's Responsibility Statement:

Pursuant to the provision contained in Section 134(5) of the Companies Act 2013, the Directors of your Company confirm that-

(a) in the preparation of the annual accounts, as far as possible and to the extent mentioned by the Auditors in their report, the applicable accounting standards has been followed and no material departure has been made from the same;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

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

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. Declaration as to Independent Directors:

(Pursuant To Provisions of Section 149(6) of the Companies Act 2013).

All the Independent Directors of the Company do hereby declare that:

(a) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(b) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(c) (i) Independent Directors are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(ii) Independent Directors are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(d) Independent Directors have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(e) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(f) Independent Directors, neither himself, nor any of his relatives,

i. Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which he is proposed to be appointed.

ii. Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed, of

(A) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or Associate company amounting to ten per cent, or more of the gross turnover of such firm;

iii. Holds together with his relatives less than two per cent shares or total voting power of the company; or

iv. Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(g) Independent Directors possesses such qualifications as prescribed.

(h) All Independent Directors of the Company has registered themselves with the databank of Independent Director as per guidelines by Ministry of Corporate Affairs. Considering experience of the Directors, they are exempted from examination process.

26. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information requires to be disclosed in the report of the Board of Directors as per the provisions of Section 134(3)(m) of the Companies Act, 2013 and Rule 3 of the Companies (Accounts) Rules, 2014 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company, hence are not given herewith. There were no foreign Exchange earnings or outgo during the year.

27. Dematerialization of securities:

Your Company's Equity shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed triparty Agreement through Registrar and Share Transfer Agent M/s Big share Services Private Limited. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 764 B01029. Total Share dematerialized up to 31st March 2024 were 56263499 which constitute 78.14% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the Company as early as possible.

Transfer of securities only in demat form- SEBI has mandated that except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. Hence, w.e.f. 1st April, 2019, no Company can transfer shares in physical mode.

28. Disclosure with respect to demat Suspense account/ unclaimed suspense account-

The information required as per para F of Schedule V of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company as the Company has no unclaimed dividend and no unclaimed shares and hence are not given herewith.

29. Statutory Auditors:

M/s Nitin K. Shah & Co., a firm of Chartered Accountants (FRN- 107140W) was appointed as Statutory Auditor of the Company in the 29th Annual General meeting held on 25th July, 2022 for five financial years i.e. commencing from the conclusion of 29th AGM until the conclusion of the 33rd Annual General Meeting of the Company to be held in 2027 on such remuneration as may be agreed upon by the Audit committee/ Board of Directors in consultation with the Auditors

30. Cost Auditors:

As our Company is neither engaged in the production of goods nor providing services as prescribed under Section 148 of the Companies Act, 2013, Company is not required to appoint Cost Auditor.

31. Internal Auditors:

In order to make proper compliance with the provisions of Corporate Governance the Company had appointed M/s. Shailesh Patel & Co., Chartered Accountants as Internal Auditors. They are regularly submitting their reports to the Audit Committee of the Company.

32. Secretarial Auditor and report thereon:

M/s Kamlesh M. Shah, Practicing Company Secretary is appointed as Secretarial Auditor for the financial year 2023-2024 as per Section 204 of the Companies Act, 2013 and Secretarial Audit report (Form MR-3) is part of the Board's Report and attached as Annexure- II. The Secretarial Auditor has not made any adverse remarks in their report which may require any further clarification from the Board.

33. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules,2014, the Annual Return of the Company as at March 31, 2023 is uploaded on the website of the Company and can be accessed at

http://www.sumerugroup.in/annual-reports

34. Management Discussion and Analysis

As per the Corporate Governance norms, a separate report on Management Discussion and Analysis outlining the business of the Company is set out as Annexure-III of this report.

35. Disclosure as per companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Total expenses of Director's Remuneration- Nil

Managerial Remuneration Expenses (includes CS and CFO)- Rs. 7,70,000/-

Other employees Remuneration: Rs. 3,30,000/-

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Directors were not paid any remuneration. There is minimum increase in remuneration paid to the Company Secretary & CFO in compare with last year.

iii) The percentage increase in the median remuneration of other employees in the financial year is minimum.

iv) The number of permanent employees (including MD, CS and CFO)as on 31st March, 2024 is four.

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

Managerial Personnel included CS and CFO and there is minimum increase in their salaries during the year.

vi) Affirmation that the remuneration is as per the remuneration policy of the company.

Remuneration of the Employees and KMPs are recommended by

Nomination & Remuneration Committee to the Board of Directors within the organization and they follow the Remuneration Policy made by the Company.

36. Registrar & Transfer agent:

The Company has appointed M/s Bigshare Services Private Limited as its Registrar & Transfer agent w.e.f. 3rd June, 2016. Complete details of their name, address, contact details are given below-

Bigshare Services Pvt. Ltd.,

Pinnacle Business Park, Office No- S6-2, Mahakali Caves Road, Next to Ahura Centre, Andheri (East), Mumbai- 400093. Tel No- 022-6263 8200

Ahmedabad Branch address-

A/802, Samudra Complex,

Near Klassic Gold Hotel, Near Girish Cold Drinks, Off. C.G. Road,Ahmedabad-380009 Tel No.- 079 40024135 Email- bssahd@bigshareonline.com Website- www.bigshareonline.com

37. Cautionary Statement

Statements in this Directors' Report and ManagementDiscussion and Analysis Report describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

38. Appreciation:

Your directors wish to place on record their gratitude and sincere appreciation for the assistance, trust and co-operation received from the shareholders, Bankers, Government authorities and clients during the year under review.

Your Directors would like to express profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued performance on all fronts.