Semac Consultants Ltd

– FOR FINANCIAL YEAR 2023-24

Dear Members,

Your directors have pleasure in presenting the 47th Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2024.

( in Lakhs)

On a Standalone basis, during the year, your Company has earned revenue from operations to the extent of Rs. 10,559.58 lakhs as against Rs. 30,173.66 lakhs in the previous year. The expenditure incurred during the year under review was Rs. 14,516.13 lakhs as against Rs. 28,169.60 lakhs in the previous year. After tax expense of Rs. (149.17) lakhs during the year under review, the loss for the year stood at Rs. 3,315.74 lakhs as against after tax profit ofRs. 1,666.87 lakhs in the previous year.

The total consolidated revenue from operations of your Company for the year ended 31st March, 2024 was Rs. 12,748.68 lakhs compared to Rs. 32,505.60 lakhs in the previous year and the expenditure incurred was Rs. 16,576.70 lakhs against Rs. 30,243.29 lakhs in the previous year which resulted in a consolidated loss before tax of Rs. 3,273.37 lakhs during the year as against before tax profit of Rs. 2,726.37 lakhs in the previous year. After tax expense of Rs. (84.66) lakhs during the year under review, the consolidated loss for the year stood at Rs. 3188.72 lakhs as against profit of Rs. 1925.63 lakhs in the previous year.

The National Company Law Tribunal, Chennai Bench has vide its order dated 14th June 2023 and received certified copy of Final

Order dated 21st June 2023 sanctioned the Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited ("RACL") and Renaissance Consultancy Services Limited ("RCSL") and Renaissance Stocks Limited ("RSL") and Revathi Equipment Limited ("REL") ("the

Company") and Semac Consultants Private Limited ("SCPL") and Renaissance Corporate Consultants Limited ("RCCL") with effect from the appointed date of 1st April, 2022. The said order was filed with the Registrar of Companies, Coimbatore on 10th July 2023 pursuant to which the Scheme has come into effect.

During the year under review, consequent to the scheme of arrangement, the business of demerged undertaking of Renaissance Advanced Consultancy Limited (RACL) and the business of Renaissance Stocks Limited (RSL) was merged with our Company and further our Company has demerged its business of designing, engineering, manufacturing and marketing of blast hole drills to Renaissance Corporate Consultants Limited (RCCL) (now Revathi Equipment India Limited ‘REIL'). Further, the business of Semac Consultants Private Limited (SCPL) has been merged with our Company.

The Company has one subsidiary namely M/s. Semac and

Partners, LLC a subsidiary within the definition of SEBI (Listing

Obligations and Disclosure Requirements) Rules, 2015.

The consolidated Financial Statements of the Company were prepared in accordance with the applicable Accounting Standards and have been annexed to the Annual Report. The annual accounts of the Subsidiary Company are posted on the website of the Company viz. https://semacconsultants.com/ and will also be kept open for inspection by any shareholder at the Registered Office of the Company.

However, the Company does not have any Joint Venture or Associate Companies.

The Board of Directors (including Audit Committee) have reviewed the affairs of the Subsidiary and the salient features of the financials of Subsidiary Company are provided in the prescribed format AOC -1 attached as Annexure-1.

The Annual Audited Accounts of the Subsidiary Company and the related detailed information will be made available to the shareholders of the Company at the Registered Office of the

Company and on the Company website https://semacconsultants. com/ under the section Investor Relations.

The Company has not transferred any amount to its reserves during the year under review. However, the net loss of Rs. 3315.74 lakhs has been adjusted under the head ‘Retained Earnings'.

Your Directors have assessed the ongoing financial situation the Company & the Board has decided not to recommend any dividend for period under review and internal accrual will be part of retained earnings.

The Company do not hold/ has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 and the rules made there under. Since the Company has not accepted any fixed deposit covered under Chapter V of the Companies Act,

2013, and there are no deposits remaining unclaimed or unpaid as on 31stMarch, 2024, the question of default in repayment of deposits or payment of interest thereon during the year does not arise.

There was no unpaid/unclaimed Dividend required to be transferred to Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 124 & 125 of the Companies Act, 2013 during the year under review.

The issued, subscribed and paid-up share capital of the Company as at 31st March, 2024 stood at Rs. 3,06,69,430/- divided into 30,66,943 Equity Shares of 10/- each and share issued pending allotment of the Company as at 31st March, 2024 stood at 5,03,650/- divided into 50,365 Equity Shares of 10/- each. During the year under review the Company has not made any fresh issue of shares. However, the Company has allotted 50,365 equity shares to the shareholders of Semac Consultants Private Limited (SCL) pursuant to the Scheme of Arrangement sanctioned by NCLT, Chennai Bench vide its order dated 14th June 2023. Thereby, Issued Capital of the Company has increased from 30,66,943 to 31,17,308 equity shares of Rs. 10/- of the Company. In this regard, the Company has also obtained Listing approval and trading permissions from the Stock Exchange(s) (BSE Limited & the National Stock Exchange of India Limited). Furthermore, pursuant to the Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited ("RACL") and Renaissance Consultancy Services Limited ("RCSL") and Renaissance Stocks Limited ("RSL") and Revathi Equipment Limited ("REL") ("the Company") and Semac Consultants Private Limited ("SCPL") and Renaissance Corporate Consultants Limited ("RCCL") sanctioned by the National Company Law Tribunal, Chennai Bench vide order dated 21th June, 2023, the Board of Directors of the Company at their meeting held on 19th of July 2023, 13th February 2024 and 19th June 2024 have allotted/ cancelled the following shares:

Allotment of 4,57,000 Equity Shares of 10/- each to the Equity

Shareholders of Renaissance Stocks Limited (RSL).

Cancellation of 4,57,000 Equity Shares of 10/- each held by

Renaissance Stocks Limited (RSL) in the Company.

Allotment of 17,68,953 Equity Shares of 10/- each to the

Equity Shareholders of Renaissance Advanced Consultancy Limited (RACL).

Cancellation of 17,68,953 Equity Shares of 10/- each to the

Equity Shareholders of Renaissance Advanced Consultancy Limited (RACL).

Allotment of 50,365 Equity Shares of 10/- each to the Equity

Shareholders of Semac Consultants Private Limited. (SCPL) The amount of Rs. 5,03,650/- representing the value of 50,365 Equity Shares of Rs. 10/- each to be allotted to the shareholders of Semac Consultants Private Limited ("SCPL") pursuant to the scheme of Arrangement, has been shown under the head ‘Share issued pending allotment' in the Financial Statements as on 31st March 2024.

The Annual Return of the Company for the financial year 2023-

24 as required under the Companies Act, 2013 is available on the website of the Company and can be accessed at the link https://semacconsultants.com/annual-return/

The Company is committed to maintaining the highest standards of corporate governance and adherence to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). The Company strives to achieve fairness for all stakeholders and to enhance long term shareholders value. As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company together with the certificate from M/s. MDS &

Associates LLP, Company Secretaries, Coimbatore, forms an integral part of this Report.

The Board of Directors at their Meeting held on 29th July, 2023 have appointed Mr. Jainender Jain (DIN: 10234910) and Mr. Narinder Kumar (DIN: 06949708), as Additional Non-Executive and Independent Directors to hold office for a period of 5 years w.e.f. 29th July, 2023 and there Appointment has also been regularized by the shareholders in the Annual General Meeting of the Company held on 27th September 2023 in compliance with Regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also received declaration from the appointee Directors that they fulfil the criteria of independence as prescribed under Section 149(6) of the Act as well as Regulation 16(1)(b) of the Listing Regulations. Mrs. Deepali Dalmia (DIN: 00017415) Director retires by rotation at the Annual General Meeting and being eligible, offers for re-appointment.

Accordingly, necessary resolutions proposing the re-appointment of Mrs. Deepali Dalmia have been included in the Agenda of the Notice convening the Annual General Meeting for the approval of the members.

Mr. Harivansh Dalmia was appointed as Additional Director of the

Company with effect from 29th August, 2023 and his appointment as Whole time Director has been approved by the shareholders in the Annual General meeting held on 27th September 2023, he shall hold office for the period of 3 Years.

During the Period under review, Mr. Deepak Jain has been appointed as Chief Financial officer of the Company with effect from 17th November 2023.

During the year under review, Mr. T.P. Gandhi mathinathan (DIN: 00013687) Non-Executive Non-Independent Director resigned from the Board with effect from 29th July 2023 and Mr.

B.V. Ramanan (DIN: 00934602) and Mr. S. Sundarasamy (DIN: 08829760) Non-Executive Independent Directors resigned from the Board with effect from 29th to place on record their sincere appreciation for the valuable contributions made by them during their tenure as Directors of the Company.

During the year under review, Mr. Nishant Ramakrishnan resigned as Company Secretary and Compliance Officer of the Company and Mr. Sudhir R resigned as Chief Financial Officer of the Company with effect from 19th July 2023. The Company appointed Ms. Aakriti Gupta as Company Secretary and Compliance Officer and Mr. Anuj Kumar as Chief Financial Officer of the Company with effect from 19th July 2023.

During the year under review, Mr. Anuj Kumar resigned as Chief

Financial Officer of the Company with effect from 16th November

2023.

Key Managerial Personnel of the Company as required pursuant to Section 2 (51) and 203 of the Companies Act, 2013 are 1. Mr. Abhishek Dalmia – Chairman and Managing Director 2. Mr. Harivansh Dalmia – Whole-time Director

3. Mr. Deepak Jain Chief Financial Officer

4. Ms. Aakriti Gupta – Company Secretary

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that their name is included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The details of remuneration and / or other benefits of the independent director are mentioned in the

Corporate Governance Report. Further, they have also declared that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the confirmation / disclosures received from the

Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent: herself Mr. V.V. Subramanian, Mr. Jainender Jain and Mr. Narinder Kumar Pursuant to Rule 6(3) of the Companies (Appointment and

Qualification of Directors) Rules, 2014, the Independent Director's Databank Registration Certificate issued by the Independent Director's Databank and Indian Institute of Corporate Affairs, received from all the Independent Directors of the Company were taken note of by the Board of Directors.

The Company has a Nomination and Remuneration Policy that spells out the criteria for determining qualifications, positive attributes and independence of a Director, and the policy on remuneration of Directors, Key Managerial Personnel and senior management employees including functional heads. The Policy enables and encourages the diversity of the Board and also provides the mechanism for the performance evaluation of the Chairman, individual Directors, Board of Directors and its 2023. The Board wishes Committees. The Board of Directors and the Nomination and Remuneration Committee of the Company periodically review the policy regarding the criteria for appointment and remuneration of Directors including Independent Directors, Key Managerial Persons and Senior Management. The Nomination and Remuneration policy has been framed in accordance with Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee of the Company oversees the implementation of the Nomination and Remuneration policy of the Company. The composition of the Nomination and Remuneration Committee and other relevant details are provided in the Corporate Governance Report.

The Nomination and Remuneration policy of the Company is available on the Company's website at https://semacconsultants. com/

The Board of Directors have evaluated the Independent Directors during the year 2023-24, and opined that the integrity, expertise and experience (including proficiency) of the Independent

Directors is satisfactory.

The Company recognizes and embraces the importance of a diverse Board in its success. A truly diverse Board will leverage perspective, knowledge, skill, regional and differences industry experience, age, race and gender etc., which will help the Company to retain its competitive advantage. The Policy on Board Diversity has been adopted by the Company and available at the website at https://semacconsultants.com/

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their roles, rights and responsibilities as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and so on. All new independent directors inducted into the Board attend an orientation program. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The details of the familiarization programmes imparted to independent directors is also available at the Company website at https://semacconsultants. com//investor-relations/familiarization-programme/

The Nomination and Remuneration Committee is responsible for identifying persons who are qualified to become Directors and Key Managerial Personnel including senior management in accordance with the criteria laid down in the Nomination and Remuneration Policy. The Committee shall also recommend to the Board, the appointment of any new Directors/Key Managerial Personnel. The Committee recommends to the Board as to whether to extend or continue the term of appointment of the independent directors, on the basis of the report of performance evaluation of Independent Directors. After carefully evaluating and analyzing the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company decides whether to appoint a new Director/ Key Managerial Personnel or re-appoint / Key Managerial Personnel, as the case may be.

The Board has carried out an annual evaluation of its own performance, the Directors individually as well as the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. The Board and the individual Directors have also evaluated the performance of Independent and Non-independent Directors, the Board as a whole and that of the Chairman of the Meetings.

The Company, pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management which inter alia provides for the diversity of the Board and the mechanism for performance evaluation of the Directors. The details of this policy can be accessed on the Company's website at https://semacconsultants.com/

The details of the composition of the Board and its Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR Committee and of the Meetings held and attendance of the Directors at such Board / Committee Meetings are provided in the Corporate Governance Report under relevant heads which forms a part of this Report.

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

Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer to the Section on Corporate Governance, under the head, ‘Audit Committee' for matters relating to the composition, meetings, and functions of the Committee. The Board has accepted the Audit Committee's recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of The Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board.

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (CSR Committee) consisting of the following directors as members:

1. Mr. Abhishek Dalmia

2. Mrs. Deepali Dalmia

3. Mr. V V Subramanian

4. Mr. Jainender Jain (Appointed on 29th July 2023)

The Company's CSR objective is promoting education, eradicating hunger, poverty and malnutrition, promoting healthcare, including preventive health care and sanitation and making available safe drinking water, ensuring environmental sustainability, training to promote rural sports, rural development projects. The Company has developed a CSR policy in line with the activities mentioned in Schedule VII of the Companies Act, 2013. The Annual Report on Corporate Social Responsibility activities undertaken by the Company is furnished in Annexure II and is attached to this report.

The CSR Policy of the Company is available on the Company's website in the link: https://semacconsultants.com/ of

The details in respect of loans given, investments made and guarantee provided by the Company have been disclosed in the Notes to the Financial statements. The Company has complied with provisions of Section 186 of the Companies Act, 2013 during the year under review and the Loans, Guarantees and Investments made by the Company do not exceed the limits approved by the members of the Company under Section 186 of the Companies Act, 2013.

All transactions entered into with related parties as under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended) during the financial year 2023-24 were in the ordinary course of business and on an arm's length basis. Since there are no transactions which are not on arm's length basis and material in nature, the requirement of disclosure of such related party transactions in Form AOC-2 does not arise.

The Policy on Related Party Transactions as approved by the Audit Committee and Board of Directors of the Company has been uploaded on the Company's website and may be accessed through the link at https://semacconsultants.com/

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE the regulators There is no significant or courts or tribunals impacting the going concern status and Company's operation in future.

However, the Company has received approval from the Hon'ble National Company Law Tribunal, Chennai bench vide order dated

14th June 2023 certified on 21st June 2023 to the Composite

Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited ("RACL") and Renaissance Consultancy Services Limited ("RCSL") and Renaissance Stocks Limited ("RSL") and Revathi Equipment Limited ("REL") ("the Company") and Semac Consultants Private Limited ("SCPL") and Renaissance Corporate Consultants Limited ("RCCL"). The scheme become effective from 10th July 2023 and appointed date for the scheme is 1st April 2022. As per the scheme:

Renaissance Advanced Consultancy Limited (RACL) and

Renaissance Stocks Limited (RSL) has been merged with the Company.

The Company has demerged its business of designing, engineering, manufacturing and marketing of blast hole drills to Renaissance Corporate Consultants Limited (now Revathi Equipment India Limited ‘REIL').

The business of Semac Consultants Private Limited (SCPL) has been merged with the Company.

Subsequently, the Company is renamed to "Semac

Consultants Limited (SCL)" and it shall continue the business of SCPL under the new name of Semac Consultants Limited (SCL).

Thereafter, as on 27th July 2023 the Company has received Incorporation pursuant to name change newcertificate from Revathi Equipment Limited (REL) to Semac Consultants Limited (SCL) as per the Rule 29 of the Companies (Incorporation) Rules, 2014.

The financial statements for the year ended 31st March, 2023 have been presented giving effect

Arrangement.

Apart from the above, there have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT defined As stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis, is presented in a separate section forming part of the Annual Report.

The information pertaining to conservation of energy, technology absorption, Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure III and is attached to this report.

M/s. S.S. Kothari Mehta & Co. LLP (Firm Registration No. 000756N/ N500441), Chartered Accountants, New Delhi, was appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 43rd Annual General Meeting held on 25th September, 2020 for a period of 5 consecutive years till the conclusion of the 48th Annual General Meeting to be held in the year 2025.

The Company has received necessary consent letter and certificate from M/s. S.S. Kothari Mehta & Co. LLP (Firm Registration No.

000756N), Chartered Accountants, New Delhi, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from being appointed as the Statutory Auditors of the Company.

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. MDS & Associates LLP, Company Secretaries, Coimbatore to undertake the Secretarial Audit of the Company for the financial year 2023-2024.

The Secretarial Audit Report for the financial year 2023-2024 forms a part of the Annual Report and is attached as Annexure IV.

There are no qualifications, reservations or disclaimers made by M/s SS Kothari Mehta & Co. LLP, Statutory Auditors. Regarding the remarks made by M/s MDS & Associates LLP, Secretarial Auditors in their report, the management ensures timely and due compliance in future in this regard.

The maintenance of cost records as specified by the Central

Government and the appointment of Cost Auditors under the provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.

During the year under review, the Statutory Auditors has not reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

The Company has implemented and evaluated the Internal Financial Controls which provides a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The effectiveness of the internal controls, including the internal financial controls, of the

Company are reviewed by the Audit Committee and by the Board annually. Further the Company has also appointed independent

Internal Auditors who review and monitor the internal financial controls and their adequacy in the course of their audit. The

Directors and Management confirm that the Internal Financial

Controls of the Company are adequate and commensurate with the size and nature of business of the Company.

As required under SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015, the Chairman and Managing Director and the Chief Financial Officer have furnished necessary certificate to the Board on the financial statements presented.

The Company has a structured risk management policy which is continuously reviewed by the Management and by the Board of Directors of the Company. The Risk Management Policy of the Company assists the Board in: a) Safeguarding the Organization from various risks through appropriate and timely actions. b) Anticipating, evaluating and mitigating risks in order to minimize its impact on the business. c) Ensuring that potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. d) Ensuring that all the risks that the Organization faces such as adverse remarks or strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational etc have been identified and assessed.

The Risk Management process is designed to safeguard the Organization from various risks through adequate and timely actions. It is structured to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. The Company ensures that the Audit Committee as well as the Board of Directors are kept duly informed about risk assessment and management procedures and status. These procedures are periodically reviewed to ensure that the executive management monitors and controls risks.

The employees are the most important assets of the Company. The Company is committed to hiring and retaining the best talent and being among the industry's leading employers. The Company has also taken steps to retain its talent pool, enhance skill of existing people and recruit the most suited talent to spearhead its growth initiatives. For this, the Company focusses on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. The human resource management of the Company focuses on allowing the employees to develop their skills, grow in their career and to navigate to the next level.

The Company has 105 permanent employees on a standalone basis as of 31st March 2024. The disclosures as stipulated under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure V.

The Company has provided for adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Company's code of conduct. The policy on Vigil Mechanism is available in the website of the Company at https://semacconsultants.com/

The Company has been employing women employees in various cadres within the Office / Site premises. The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress any complaint regarding sexual harassment. The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24:

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

In accordance with the provisions of Section 134 (5) of the

Companies Act, 2013, the Board of Directors affirm that:

(a) in the preparation of the annual accounts for the financial year ending 31stMarch 2024, the applicable Accounting Standards have been followed and there are no material departures from those standards.

(b) the Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the on 31st March 2024 and of the profit of the Company for the financial year ended on that date.

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

(d) the Directors have prepared the annual accounts for the financial year ended 31st March 2024 on a ‘going concern' basis.

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(f) 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.

Your Directors place on record their sincere appreciation of the assistance and guidance provided by the Regulators, Stock Exchanges, and other statutory bodies. Your directors express their appreciation of the dedicated efforts and contributions made by the employees at all levels The Directors also place on record their appreciation of the continued support and recognition provided by the company's esteemed customers and bankers

[PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 READ WITH RULE 5 OF COMPANIES (ACCOUNTS) RULES, 2014]

Part "A": Subsidiary ( IN LAKHS)

ANNEXURE - 2

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Brief outline on the Company's CSR policy.

The Company has been proactively engaged in Corporate Social Responsibility activities over the years. As required under the Companies Act, 2013, the Company has formulated a CSR Policy which is in line with the activities mentioned in Schedule VII of the Companies Act, 2013 and with the objective, principles and values, for delineating its responsibility as a socially and environmentally responsible corporate citizen. The CSR policy of the Company is directed towards promoting education, eradicating hunger, poverty and malnutrition, promoting healthcare, including preventive health care and sanitation and making available safe drinking water, ensuring environmental sustainability and rural development projects. The Policy lays down the principles and mechanism for undertaking various programs in accordance with Section 135 of the Companies Act, 2013. The Policy shall apply to all the CSR programs and activities undertaken by the Company at various locations for the benefit of diverse sectors of the society.

To meet with its CSR Obligation, the company has contributed an amount of Rs. 22,25,000 to Bhaoras Deoras Seva Nyas Lucknow, an NGO providing Skill Development Training to the Weaker and under Privileged Section of the Society.

2. Composition of CSR Committee

The Corporate Social Responsibility Committee (CSR Committee) of the Board of Directors is optimally balanced between Independent and Non-Independent Directors. The current Committee comprises of the following members:

3. The web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:

The Composition of the CSR Committee is disclosed on the website of the Company at https://semacconsultants.com/ The CSR policy of the Company is disclosed on the website of the Company at https://semacconsultants.com/ The CSR projects approved by the board are disclosed on the website of the Company at https://semacconsultants.com/

4. Provide the executive summary along with web-link(s) of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable:

The Company has not carried out Impact assessment of CSR projects in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014 as the same is not applicable to the Company.

5. (a) Average net profit of the Company as per section 135(5) : Rs. 11,12,37,531 (b) Two percent of average net profit of the company as sect per ion 135(5): Rs. 22,24,751

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : Nil (d) Amount required to be set off for the financial year, if any: Nil (e) Total CSR obligation for the financial year :Rs. 22,24,751 6.. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project: Rs. 22,25,000 (b) Amount spent in Administrative Overheads : Nil (c) Amount spent on Impact Assessment, if applicable : Not Applicable (d) Total amount spent for the Financial Year [ (a)+(b)+(c) ] : Rs. 22,25,000 (e ) CSR amount spent or unspent for the Financial Year: Rs. 22,25,000

7. Details of Unspent CSR amount for the preceding three financial years: Not Applicable

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

The Company has not created or acquired any capital asset through CSR spending in the financial year and hence reporting under this clause does not arise.

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) :

Not Applicable

ANNEXURE - 3

PARTICULARS PURSUANT TO SEC. 134 (3)(m) OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

As regards conservation of energy, Company continued its efforts by elimination of waste, improvement in power factor and by good maintenance of various equipment. The Company make use of energy efficient lighting, LEDs, star rated appliances AC, efficient fans, etc.

The Company has installed Solar Panels including rooftop mounted systems in the office buildings to meet the energy requirements of the Company. The Company has taken steps and efforts to harvest and reuse rainwater by installing rain water harvesting plant which reduces dependency on external sources and has a positive impact on the water table.

No major capital investment was made during the year in this regard.

1) Efforts made towards technology absorption, adaptation and innovation:

The Company has not absorbed any Technology from outsiders

2) Benefits derived as a result of the above efforts:

Not applicable

3) Information of Imported Technology (imported during the last 5 years from the beginning of the Financial Year) Not applicable

1) Benefits derived as a result of the above R&D

Not applicable

2) Future Plan of Action Not applicable

3) Expenditure incurred on Research & Development: Not applicable

FOREIGN EXCHANGE EARNINGS & OUTGO ( in Lakhs) The details of foreign exchange earnings and outgo during the year are furnished below:

ANNEXURE - 4 FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2024

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] To The Members, Semac Consultants Limited (Formerly known as Revathi Equipment Limited) (CIN: L29120TZ1977PLC000780) Pollachi Road, Malumichampatti P.O., Coimbatore – 641 050.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Semac Consultants Limited (Formerly known as Revathi Equipment Limited) (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of M/s. Semac Consultants Limited's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2024 according to the provisions of: i) The Companies Act, 2013 (the Act) and the rules made thereunder; ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; iii) The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder; iv) The following Regulations prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): -a) The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Referred to as "Listing Regulations"); b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; and e) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 We have also examined compliance with the applicable clauses of the following: a) Secretarial Standards with respect to Board Meetings (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI); b) Listing Agreement entered into by the Company with the BSE Limited and National Stock Exchange of India Limited; We further report that the Company has invested in its overseas subsidiary Company, for which we are unable to verify the compliance of the Foreign Exchange Management Act, 1999 and the rules and regulations made there under, since such overseas investment related records were not made available to us.

During the year under review, the Company has complied with the provisions of the Acts, Rules, Regulations and Standards etc., mentioned above except to the extent of the following:

1. The Company has not given prior intimation to the Stock Exchange(s) regarding the consideration of recommendation of dividend by the Board of Directors of the Company at their meeting held on 24th May 2023 as required under Regulation 29(1) & 29(2) of Listing Regulations. Subsequently, BSE Limited and National Stock Exchange of India Limited vide their respective email dated 14th

June 2023 have imposed a fine of Rs. 11,800/- (inclusive of GST) each on the Company for non-compliance with the said provisions. The fines have since been paid by the Company.

2. The listed entity had reported events or information which are material in nature, to the stock exchanges, beyond the time as prescribed under Regulation 30(6) read with Part A of Schedule III of Listing Regulations.

3. The listed entity has not filed the disclosure of certain announcements in XBRL format, which is not in compliance with BSE and

NSE Circulars issued from time to time.

4. The Company has reported certain events, which are covered under Regulation 39(3) of Listing Regulations, to the stock exchanges beyond the prescribed time specified thereunder.

5. The listed entity has not disseminated the required information under a separate section on the website as stipulated under the Regulation 46 (2) of Listing Regulations read with BSE circular dated 04th July 2022.

6. The minimum information as required under Regulation 17(7) read with Part A of Schedule II of Listing Regulations was not placed/ partially placed before the Board of Directors of the Company at their respective meetings.

7. The Web-links provided in annual corporate governance reports submitted to the stock exchange(s) pursuant to Regulation 27(2) of Listing Regulations, does not re-direct to the relevant document(s)/ section of the website.

8. The listed entity has not deposited the dividend amount in a separate bank account within five days from the date of declaration of such dividend at the Annual General Meeting held on 27th September 2023, which is not in compliance with Section 123(4) of the Companies Act, 2013.

9. The listed entity has paid sitting fees to its Executive Directors in contravention of the special resolution passed at the Annual General Meeting held on 27th September 2023.

10. The listed entity has filed Form MGT-14 for the special resolution(s) passed at the Annual General Meeting held on 27th September 2023, without attaching certain documents required to be attached with the said e-form. Further, the Company has not filed e-Form MGT-14 for certain resolutions passed at the Board Meeting, which is not in compliance with Section 117 of the Companies Act, 2013. 11. The listed entity has partially complied with the provisions of Secretarial Standards on meeting of Board of Directors (SS-1) issued by Institute of Company Secretaries of India in relation to convening of Board Meeting(s) and circulation of Minutes.

We further report that, during the year under review, there were no actions/ events in pursuant of the following Rules/ Regulations requiring compliance thereof by the Company: a. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; b. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021; c. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; d. The Securities and Exchange Board of India (Buy back of Securities) Regulations, 2018; and e. The Securities and Exchange Board of India (Issue and Listing of Non-convertible Securities) Regulations, 2021.

We further report that based on the information provided by the Company, its officers and authorized representatives, there are no laws specifically applicable to the Company.

We further report that the compliance by the Company of applicable labour and environmental laws has not been reviewed in this

Audit since the related documents were not available for our verification.

We further report, that the compliance of applicable financial laws, like direct and indirect tax laws by the Company have not been reviewed in this Audit since the same have been subject to review by statutory financial auditor and other designated professionals.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and a Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance (except in respect of two Board meeting which were convened at shorter notice and conducted in the presence of requisite number of Independent Directors) and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines.

We further report that during the period under review, the National Company Law Tribunal, Chennai Bench has vide its order dated 14th June 2023 sanctioned the Scheme of Arrangement amongst Revathi Equipment Limited ("REL") and Renaissance Advanced Consultancy Limited ("RACL") and Renaissance Consultancy Services Limited ("RCSL") and Renaissance Stocks Limited ("RSL") and Semac Consultants Private Limited ("SCPL") and Renaissance Corporate Consultants Limited ("RCCL") and their respective Shareholders and Creditors in accordance with the provisions of Section 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013, with effect from the appointed date of 1st April, 2022. The said order was filed with the Registrar of Companies, Coimbatore on 10th July 2023 pursuant to which the Scheme has come into effect.

We further report that the Company has allotted 50,365 equity shares to the shareholders of Semac Consultants Private Limited (SCL) pursuant to the Scheme of Arrangement sanctioned by NCLT, Chennai Bench vide its order dated 14th June 2023, thereby issued capital of the Company has increased from 30,66,943 to 31,17,308 equity shares of Rs. 10/- of the Company. In this regard, the Company is in the process of obtaining Listing approval and trading permissions from the stock exchange(s) (BSE Limited & the National Stock

Exchange of India Limited) Consequently, the said increase in issued capital of the Company has not been reflected in the records of both the depositories (NSDL & CDSL).

We further report that during the audit period, the company has obtained necessary approval of the members at the Annual General Meeting held on 27th September 2023 for the following instance(s);

Approval for advancing loan or giving guarantee or providing security in connection with loan availed by any person under Section 185 of the Companies Act, 2013.

Revise the borrowing limits of the Company exceeding the aggregate of the paid up capital and free reserves of the Company specified under Section 180(1)(c) of Companies2013 Act,

Approval for the creation of Mortgage / Charge on the assets of the Company and to provide security specified under Section

180(1)(a) of Companies Act, 2013.

Approval for advancing loans, making investments, giving guarantee and providing security in excess of the limits specified under

Section 186 of Companies Act, 2013.

Approval of the Material Related Party Transaction entered into with Revathi Equipment India Limited (REIL) specified under

Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

Alteration of object clause of the Memorandum of Association of the Company in line with the Companies Act, 2013

Other than the above, there were no instances of:

Public / Rights / Preferential issue of Shares / Debentures / Sweat Equity.

Redemption / buy-back of securities

Foreign technical collaborations.