SER Industries Ltd

To

The Members:

Your directors present their Report on the workings of the Company together with the Audited Financial Statements for the financial year ended 31^st March 2024.

1. Financial Results:

2. Performance, Management discussion and analysis:

The turnover of the Company stands stable from the previous year due to reduced demand for long distance movement of agricultural produce and fertilizers by road. The loss is also due to the hike in diesel prices and operational costs.

The performance for the current year is low due to floods in many parts of the Country. The business was reduced comparatively and the operational expenses remained high; hence the Company is facing a loss.

The Board of Directors do not visualize upward results during the next Financial Year based on the operations for the last 3 months which is lower compared to the previous year.

3. Fixed Deposits:

During the period under review the Company has not accepted any fixed deposit from the public. There are no deposits due for repayment after maturity.

4. Directors and Key Managerial Personal:

Present Board's Composition and Key Managerial Personal's (KMP) as below -

During the year, the following changes took place in the composition of Board of Directors and Key Managerial Personals:

- Ms. Savita Goel (DIN: 00425266), Director of the Company who was retired by rotation had been reappointed as director by the shareholders in the 60^th Annual general Meeting held during the year.

- Mr. Ronak Jain was appointed as Company Secretary and Compliance officer with effect from 31^st July 2023.

Further, Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Narendra Goel (DIN: 00327187), will retire by rotation at the 61^st AGM and being eligible, has offered himself for re-appointment.

Pursuant to provisions of Sections 149, 152 of the Companies Act, 2013, and the Rules made thereunder, read with Schedule IV to the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Mr. Mahesh Dharma Doifode who was appointed as an Independent Director of the Company by the members for a term up to July 21^st 2024, is being eligible for re-appointment for a second term. Accordingly, the Board recommends his reappointment as an Independent Director of the Company in the ensuing Annual general Meeting with effect from July 22nd 2024 up to July 21^, 2029.

Apart from the above cited there were no other changes in the constitution of the Board of Directors of the Company and KMP during the financial year.

5. Material Changes and Commitment if any affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statements relate and the date of the report:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report.

6. Statement concerning Development and implementation of Risk Management Policy of the company:

The Company has developed and adopted a Risk Management Policy. This policy identifies all perceived risks which might impact the operations and on a more serious level and also threaten the existence of the Company. Risks are assessed department wise such as financial risks, information technology related risks, legal risks, accounting fraud etc. The Risk Management team assists the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The team also ensures that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

7. Particulars of loans guarantees or investments made under section 186 of the Companies act, 2013:

Details of Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 forms the part of the Notes to the financial statements provided, wherever applicable.

8. Particulars of contracts or arrangements made with related parties:

There was no Contract or Arrangement made with related parties as defined under section 188 of the Companies Act, 2013 except as stated in the notes to financial statements during the year under review.

9. Explanation or Comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their reports:

There was no qualification, reservation or adverse remark made by the statutory Auditors.

There are a few qualifications made by the secretarial auditor and the board has taken note of the same. While corrective measures have already been taken with respect to some of the issues raised in the secretarial audit report and the board is working continuously to comply with other statutory requirements as pointed out by the secretarial auditor, which shall be complied with in due course of time.

10. Web link of Annual Return, if any:

The Company is having website i.e., http://serindustries.co.in/ and annual return of the company has been published on such website.

11. Number of board meetings conducted during the year:

The Board of Directors met Four times during the financial year under review on 30^th May 2023, 31^st July 2023, 26^th October 2023 and 29^th January 2024.

12. Committees of the Board:

Your Company's Board has the following committees:

a. Audit Committee;

b. Nomination and Remuneration Committee; and

c. Stakeholders Relationship Committee.

Details of terms of reference of the Committees and attendance of Directors at meetings of the Committees are provided in the Corporate Governance report attached to this Annual Report.

13. Secretarial Standard:

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company

Secretaries of India.

14. Directors Responsibility Statement:

As required under Sec. 134(5) of the Companies Act, 2013 your directors confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the financial results of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts for the financial year have been prepared on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

vi) 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.

15. Subsidiaries, Joint Ventures and Associate Company.:

The Company does not have any subsidiary/joint venture or an associate company.

16. Disclosure of composition of Audit Committee and providing vigil mechanism:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies

(Meetings of the Board and its Powers) Rules, 2013 is applicable to the Company and no report is due.

17. Disclosure of composition of Nomination and Remuneration Committee:

The provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is applicable to the Company and no report is due.

18. Shares

The Company has not issued any shares/ sweaty equity shares/bonus shares/ provided any employee stock option/bought back any shares during the year under review.

19. Details of policy developed and implemented by the Company on its Corporate Social Responsibility initiatives.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

20. Company's policy relating to directors' appointment, payment of remuneration and discharge of their duties.

The Company has duly complied with the provisions of appointment of directors, payment of remuneration and discharge of their duties as per the provisions of the Companies Act, 2013.

21. Adequacy of Internal Financial Controls with reference to Financial Statements.

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

22. Details of Significant and Material Orders passed by the Regulators, Courts and Tribunals.

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

23. Auditors:

The Company had appointed M/ s. Vinayaka Bhat & Associates, Chartered Accountants (ICAI Firm Registration Number 017833S) as Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the 60th AGM, which was held on 26^th September 2023, till the conclusion of the 65th AGM to be held in the year 2028. However, M/ s. Vinayaka Bhat & Associates has expressed their unwillingness to continue as statutory auditor for the financial year from 2024-25 to 2027-28. Accordingly, they are vacating their office with effect from the date of ensuing Annual General Meeting.

Further, the Board of Directors of the Company, based on the recommendation of the audit committee, proposed M/ s. Ankh and Associates, Chartered Accountants (Firm Registration Number. 015330S) as the Statutory Auditor of the Company to hold office for a term of five consecutive years from the conclusion of the 61^st AGM till the conclusion of the 66^th AGM to be held in the year 2029 and will be placed for the approval of the shareholders at the ensuing AGM.

In addition, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013, the Code of Ethics issued by the Institute of Chartered Accountants of India. The Board recommends their appointment to the shareholders. The notice convening the 61^st AGM to be held on September 12, 2024 sets out the details. Further, the remuneration of the auditors has been fixed by the Board.

24. Dematerializations of Shares:

65.88% of the total shares of the Company have been dematerialized as on 31.03.2024. Members holding shares in physical form are advised to dematerialize their shares to trade and hold the equity shares in electronic form for convenience.

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

25. Listing of Shares:

The listing fee for Bombay Stock Exchange for the financial year 2023-24 has not been paid yet. The ISIN No: 358F01013.

The shares of the Company have been delisted by the Bombay Stock Exchange and the Company has gone on an appeal to Securities Exchange Board of India (SEBI) against the Order.

26. E-Voting:

On the above subject the Directors report that:

a) The shares have to be dematerialized to an extent not less than 75%. Dematerialization has not taken effect substantially in the company and the shareholding pattern is not encouraging Demat.

b) We have informed by way of note in our previous annual reports for demat in the notice of the AGM and also for furnishing e-mail addresses of shareholders. Email address is one of the prime requirements to adopt E-voting.

NSDL has been appointed to organize electronic voting / e-voting necessary instructions issued by them on due course.

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

A. Conservation of Energy,

B. Technology Absorption

C. Foreign Exchange Earnings and Outgo on Actuals:

There was no foreign exchange inflow or Outflow during the year under review.

28. Secretarial Audit:

Pursuant to the provisions of the Companies Act, 2013 read with relevant Rules made there under, a Secretarial Audit was conducted by M/s. VH & Co., Company Secretaries, Bengaluru. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed to the Board's Report as Annexure-1.

29. Corporate Social Responsibility (CSR):

The provisions of Section 135 pertaining to Corporate Social Responsibility are not applicable to the Company.

30. Declaration of Independent directors:

Definition of 'Independence' of Directors is derived from Regulation 16 of the Listing Regulations and section 149(6) of the Companies Act, 2013. The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013 from the independent directors stating that they meet the prescribed criteria for Independence. The Board of Directors, after undertaking assessment and on evaluation of the relationships disclosed, considers Mr. Jayant Dolatraj Mitra and Mr. Mahesh Dharma Doifode as Independent directors.

The independent directors have affirmed compliance with the code of conduct for independent directors as prescribed in Schedule IV of the Companies Act, 2013.

31. Corporate Governance:

The Company strives to ensure good Corporate Governance and levels of transparency with all the provisions of SEBI (LODR) Regulations, 2015.

32. Internal Complaint Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company is not covered under the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Statutory Disclosures:

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

34. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

35. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

During the year under review the Company has not borrowed any loans from banks or financial institutions. Therefore, one time settlement against the loan will not be applicable to the Company.

Acknowledgement:

Your directors wish to place on record their appreciation for the support and co-operation extended by all customers, bankers, Government authorities, stakeholders and business associates.

For and on behalf of the Board of Directors