Directors Report of Lloyds Enterprises Ltd.

Mar 31, 2025

Your Directors are pleased to present the Company’s 39^th
(Thirty-Ninth) Annual Report of the Company along with the
Audited Standalone and Consolidated Financial Statement
for the Financial Year (“FY”) ended 31^st March, 2025.

FINANCIAL PERFORMANCE AND THE STATE OF THE
COMPANY’S AFFAIRS

The Audited Financial Statements of your Company as
on 31^st March, 2025, are prepared in accordance with the
relevant applicable Indian Accounting Standards (“Ind AS”)
and Regulation 33 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and the
provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlights are depicted below:

		Standalone				Consolidated
Particulars		Current Year		Previous Year		Current Year		Previous Year
		2024-2025		2023-2024		2024-2025		2023-2024
Revenue from operations		59,337.50		31,671.81		148,828.97		95,843.74
Other Income		3,338.85		9,223.48		8,264.07		13,531.67
Total Income		62,676.35		40,895.29		1,57,093.04		1,09,375.41
Expenses		60,845.03		31,867.64		1,40,778.53		88,100.17
Profit/(Loss) before exceptional item		1,831.32		9,027.65		16,314.51		21,275.24
Exceptional Item - - - -
Profit/(Loss) before tax		1,831.32		9,027.65		16,314.51		21,275.24
Tax expenses		188.52		1,803.99		3,684.41		3,795.32
Profit/(Loss) after tax		1,642.80		7,223.66		12,630.10		17,479.92
Share of Profit/ (Loss) of associate						(292.34)		0.10
Profit/(Loss) for the Period		1,642.80		7,223.66		12,337.76		17,480.02
Other comprehensive income (net of tax)		1,20,544.01		1,76,783.45		85,983.17		44,510.51
Total Comprehensive Income of the Year		1,22,186.81		1,84,007.11		98,320.93		61,990.53

On Standalone Basis

The Company has a net profit of '' 1,642.80 lakhs for the
year under review as against '' 7,223.66 lakhs profit in the
last year. The total Income of the Company for the year
under review was '' 62,676.35 lakhs as against '' 40,895.29
lakhs during the last year.

On Consolidated Basis

The Company has consolidated net profit of ''12,337.76
lakhs for the year under review as against '' 17,480.02
lakhs profit in the last year. The total consolidated income
of the Company was '' 1,57,093.04 lakhs for the year under
review as against '' 1,09,375.41 lakhs during the last year.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company w.e.f. 17^th October,
2024 have been actively listed and traded on National
Stock Exchange of India Limited (“NSE”) along with being
listed and traded on Bombay Stock Exchange Limited. With
this the equity shares of the Company are being listed and
traded on two most leading Stock Exchanges in India.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation 34(2)(e) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, read with Schedule V of the Regulations,
a separate section on the Management Discussion and
Analysis Report (“MDAR”), which includes details on the
state of affairs of the Company forms part of this Annual
Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to the provisions of Regulation 34(2)(f) of the
SEBI Listing Regulations the Business Responsibility and
Sustainability Report (“BRSR”) describing the various
initiatives taken by the Board of Directors of the Company
forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
have been prepared in accordance with Indian Accounting
Standards (Ind AS) notified under Section 133 of the Act read
together with Companies (Indian Accounting Standards)
Rules, 2015 (as amended) and forms part of this annual
report. In accordance with Section 136 of the Act the Audited
Financial Statements including Consolidated Financial
Statements and related information of the Company and
audited accounts of each of subsidiaries are available of the
website of the Company at www.lloydsenterprises.in

The Board of Directors of the Company reviewed the affairs
of the Subsidiaries/ Associate of the Company. Pursuant
to the provisions of Section 129 (3) of the Act and the
Companies (Accounts) Rules, 2014, the salient features
of the Financial Statement of each of our Subsidiaries/
Associate are set out in the Form AOC-1, which forms a part
of the Financial Statements section of this Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Details of Companies which are Subsidiaries, joint
ventures, or associate Companies as on 31^st March,
2025

Subsidiary Companies:

• Lloyds Engineering Works Limited.

• Lloyds Realty Developers Limited (formerly known as
Aristo Realty Developers Limited).

• Indrajit Properties Private Limited.

Step down Subsidiary Companies:

• Simon Developers and Infrastructure Private Limited.

• Techno Industries Private Limited.

Associate Companies:

• Cunni Realty and Developers Private Limited.

• Adithyapower Refractories and Insulation Private
Limited.

Details of Companies which have become or ceased
to be its Subsidiaries, Joint Ventures or Associate
Companies during the year:

Lloyds Infrastructure & Construction Limited (“LICL”):

Lloyds Enterprises Limited (“LEL”) was initially holding
12.25 % equity stake in Lloyds Infrastructure & Construction
Limited (“LICL”), has made further acquisition of 12.25 %
equity stake in LICL on 30^th January, 2025 and pursuant to
the said acquisition, LICL became an Associate Company
of LEL, with an aggregate equity stake of 24.50 % of total
paid-up capital of LICL. Subsequently, following an increase
in the paid-up share capital of LICL, LEL’s equity stake was
diluted to 24.20% total paid-up capital of LICL.

On 29^th March, 2025 LEL holding 24.20% equity stake in
LICL being Associate Company of LEL has sold its entire
equity stake in LICL, thereby LICL ceased to be an Associate
Company of LEL.

In accordance with Section 129(3) of the Act and Regulation
34(2) of SEBI Listing Regulations, we have prepared the
consolidated financial statements of the Company, which
form part of this Annual Report.

Further, a statement containing the salient features of the
financial statements of our associate and subsidiaries in the
prescribed format AOC-1 is appended as “Annexure A” to
the Board’s report. The statement also provides details of
the performance and financial position of the associate.

SHARE CAPITAL

The paid - up equity capital of the Company as on 31^st
March, 2025 was 1,27,21,26,621. The said shares are listed
on BSE Limited (“BSE”) and National Stock Exchange of
India Limited (“NSE”). There was no change in the paid - up
capital of the Company during FY 2024-25.

i. Authorised Share Capital

During the year under review, there was no change in
the authorised capital of the Company. Your Company
has neither issued any shares with differential rights as
to dividends, voting or otherwise nor issued any sweat
equity shares during the year under review.

ii. Issue of equity shares with differential rights

Your Company does not have any equity shares with
differential rights and hence no disclosures is required
to be given under Rule 4(4) of the Companies (Share
Capital and Debentures) Rules, 2014.

iii. Issue of sweat equity shares

During the year under review, your Company has
not issued any sweat equity share and hence no
disclosures is required to be given under Rule 8(13) of
the Companies (Share Capital and Debentures) Rules,
2014.

iv. Preferential issue of Equity Shares

The Company has not issued any Preferential issue of
Equity Shares.

v. ESOP Allotment

During the year under review, the Company has not
made any allotment of Equity Shares to its ESOP Trust
under its ESOP Policy (i.e. “LLOYDS ENTERPRISES
LIMITED EMPLOYEE STOCK OPTION PLAN - 2025”).

vi. Inter-se transfer of Shares between Promoters

During the year under review the following shares were
transferred between the promoters of the Company:

Sr. No	Name of Transferor (Promoter)	Name of Transferee (Promoter)	Mode	% of the total paid-up share capital
1. Mr. Mukesh Rajesh Gift 0.17 Gupta Gupta

The Company has made necessary disclosure under
Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011
and Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015.

DEMATERIALIZATION OF SHARES

As on 31^st March 2025, there are 1,27,17,95,731 Equity
Shares dematerialized through depositories viz. National
Securities Depository Limited and Central Depository
Services (India) Limited, which represents about 99.97%
of the total issued, subscribed and paid-up capital of the
Company.

UNPAID / UNCLAIMED DIVIDEND

In terms of the provisions of Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016, Investor Education and Protection Fund
(Awareness and Protection of Investors) Rules, 2001, there
was no unpaid / unclaimed dividends to be transferred
during the Financial Year under review to the Investor
Education and Protection Fund.

DIVIDEND

Your Director’s are pleased to recommend the Final
Dividend of Re. 0.10/- (10%) per equity share of face value
of Re. 1/- each for the FY 2024-25. The Dividend is subject
to the approval of Members at ensuing Annual General
Meeting (“AGM”).

The final dividend shall be paid within a period of 30 (Thirty)
days from the date of the 39^th AGM. In view of the changes
made under the Income-Tax Act, 1961, by the Finance Act,
2020, dividends paid or distributed by the Company shall be
taxable in the hands of the Members. Your Company shall,
accordingly, make the payment of the Final Dividend after
deduction of tax at source.

The Company has also formulated a Dividend Distribution
Policy in terms of the provisions of Regulation 43A of the
SEBI Listing Regulations as amended and the same is
available on the website of the Company at https://www.
llovdsenterDrises.in/index.DhD/corDorate-Dolicies/ and is set
out as “Annexure B” and forms part of this Annual Report.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to
general reserves for the FY 2024-2025.

REGISTERED OFFICE

There was no change in Registered Office of the Company
during the FY under review. The present address of the
Registered Office is as follow:

A2, 2^nd Floor, Madhu Estate, Pandurang Budhkar Marg,
Lower Parel, Mumbai, Maharashtra, 400013.

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review, there was no change in the
nature of business of the Company.

BOARD OF DIRECTORS

The year under review saw the following changes to the
Board of Directors (“Board”).

Appointment/ Re-appointment

Mr. Jagannath P. Dange (DIN:01569430)

During the Financial Year under review, pursuant to the
provisions of Section 149, 150 152 and 161 read with
Schedule IV of the Companies Act, 2013, the Companies
(Appointment and Remuneration of Managerial Personnel)
and based on the recommendation of the Nomination
and Remuneration Committee, Mr. Jagannath P. Dange
(DIN:01569430) was appointed as Non-Executive,
Independent Director of the Company, for a term of 5 (five)
consecutive years with effect from 25^th October, 2024 till 24^th
October, 2029, not liable to retire by rotation.

The Members of the Company vide resolution passed
by Postal Ballot on 19^th January, 2025, have approved
Mr. Jagannath P. Dange’s appointment as a Non-Executive,
Independent Director of the Company.

In the opinion of the Board, Mr. Jagannath P. Dange is
a Commerce and Law Graduate, and has done post¬
graduation in Business Administration Development from
Nagpur University, Pune University and Bath University
from U.K. He commenced his career as an IAS officer in
1973 in Maharashtra Cadre. He has served for more than 38
years in different positions including districts, Government
of Maharashtra and Government of India and gained
hands-on experience for the management of Government
organizations, Public Sector undertakings and NGOs.

Mr. Satish Kumar Gupta (DIN: 02914009)

During the Financial Year under review, pursuant to the
provisions of Section 149, 150 152 and 161 read with
Schedule IV of the Companies Act, 2013, the Companies
(Appointment and Remuneration of Managerial Personnel)
and based on the recommendation of the Nomination and
Remuneration Committee, Mr. Satish Kumar Gupta (DIN:
02914009) was appointed Independent Director of the
Company, for term of five consecutive years commencing
from 10^th December, 2024 till 09^th December, 2029, not
liable to retire by rotation.

The Members of the Company vide resolution passed by
Postal Ballot on 19^th January, 2025, have approved the
appointment of Mr. Satish Kumar Gupta (DIN: 02914009)
as a Non-Executive, Independent Director of the Company.

In the opinion of the Board, Mr. Satish Kumar has completed
Business Management from XLRI, Jamshedpur and is a
mechanical engineering graduate from Delhi University. He
was previously associated with Bharat Heavy Electronics
Limited (BHEL), ICICI Bank, Turnaround Management
Association (TMA) (a Chicago based global firm focusing on
recognition of corporate restructuring and turnarounds). His
expertise includes financial management, corporate credit
with in-depth knowledge of legal framework and in-depth
knowledge and understanding of industries operating in iron
and steel, infrastructure, auto ancillaries’ sectors.

Mr. Vikram Chandrakant Shah (DIN: 00824376)

During the Financial Year under review, pursuant to the
provisions of Section 161 of the Act and based on the
recommendation of the Nomination and Remuneration
Committee, and based on the evaluation of the balance
of skills, knowledge, experience and expertise considered
Mr. Vikram Chandrakant Shah (DIN: 00824376) was
reappointed as Non-Executive, Independent Director of
the Company, for second term of five consecutive years
commencing from 05^th February, 2025 to 04^th February,
2030, not liable to retire by rotation.

The Members of the Company vide resolution passed by
Postal Ballot on 19^th January, 2025, have approved Mr.
Vikram Chandrakant Shah (DIN: 00824376) reappointment
as a Non-Executive, Independent Director of the Company.

Retire by Rotation

Mr. Rajesh Gupta, (DIN: 00028379)

In accordance with the provisions of the Section 152 of the
Act, and the Articles of Association of the Company, Mr.
Rajesh Gupta, Director (DIN: 00028379) of the Company
retires by rotation and being eligible offers himself for
reappointment at ensuing 39^th AGM.

Detailed profile of Mr. Rajesh Gupta seeking re-appointment
at the forthcoming AGM as required under Secretarial
Standard on General Meetings and Regulation 36 of the
Listing Regulation is provided separately by way of an
Annexure to the Notice of AGM.

Cessation

Mr. Nurani Krishnamoorthy Mohan (DIN: 02542406)

During the FY under review, Mr. Nurani Krishnamoorthy
Mohan (DIN: 02542406), ceased to be Non-Executive,
Independent Director of the Company, with effect from
the close of business hours on 13^th January, 2025 due to
completion of their term as Independent Directors of the
Company.

The Board places on record its appreciation for the guidance
and support provided by them during their association with
the Company.

KEY MANAGERIAL PERSONNEL

As on the date of this report, the following are Key Managerial
Personnel (“KMPs”) of Company as per Sections 2(51) and
203 of the Act:

i. Mr. Babulal Agarwal, Chairman & Managing Director

ii. Mr. Viresh Shankar Sohoni, Chief Financial Officer

iii. Ms. Pranjal Pramod Mahapure, Company Secretary &
Compliance Officer

DIRECTOR’S RESPONSIBILITY STATEMENT

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

i. in the preparation of the Annual Financial Statements
for the year ended 31^st March, 2025, the applicable
accounting standards have been followed and there
are no material departures from the same;

ii. the directors have selected such accounting policies
and applied them consistently and judgements and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your
Company as at 31^st March, 2025 and of the profit of
your 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 Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual financial
statements on a ‘going concern’ basis;

v. 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; and

vi. 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.

DISCLOSURES RELATED TO BOARD AND
COMMITTEES

Board Meetings

The Board met 08 (Eight) times during the FY 2024-25 on
12^th April, 2024, 03^rd May, 2024, 02^nd August, 2024, 25^th
October, 2024, 10^th December, 2024, 28^th January, 2025,

13^th February, 2025 and 29^th March, 2025. The details of the
meeting are provided in the Corporate Governance Report,
which forms part of this Annual Report. The maximum
interval between any two meetings did not exceed 1 20
days as required under Regulation 17 of the SEBI Listing
Regulations, Section 173 of the Act and Secretarial Standard
on Meetings of the Board of Directors.

Committees of the Board

As on 31^st March, 2025, the Board had 05 (Five)
Committees which are mandatory under the Companies
Act, 2013 and the SEBI (Listing Regulations and Disclosure
Requirements), 2015, viz: Audit Committee, Nomination
and Remuneration Committee, Stakeholder Relationship
Committee, Corporate Social Responsibility Committee
and Risk management Committee. Also, for the purpose of
ensuring that the Company’s investments are managed in a
way that aligns with the organization’s goals and objectives,
the Company has Investment Committee. A detailed note on
the composition of the Board and its Statutory Committees
is provided in the Corporate Governance Report that forms
part of this Annual Report.

Board Evaluation

Pursuant to the corporate governance requirements as
prescribed in the Act and the SEBI Listing Regulations,
the annual evaluation of the Board of Directors, individual
directors and Committees was conducted.

The exercise for evaluation was carried out through a
structured questionnaire specifically designed for the
Board, Committees and Individual Directors. The Board’s
functioning was evaluated on various aspects, inter
alia, including its structure, strategic direction, meeting
effectiveness, stakeholder value and responsibility,
performance management, information management,
governance, compliance and overall performance metrics.
The Directors were evaluated on aspects such as strategy,
function, ethics and values, team player, self-development
and other general criteria.

The performance of the Committees was evaluated by the
Board after seeking inputs from the committee members
based on criteria. The criteria are broadly based in line
with the Guidance note on Board Evaluation issued by the
Securities and Exchange Board of India vide its circular
dated 5^th January, 2017.

In a separate meeting of Independent Directors, performance
of non-independent directors, the Board as a whole and
the Chairman of the Company was evaluated, taking into
account the views of other directors. The Directors were
satisfied with the evaluation results, which reflected the

overall functioning of the Board and its Committees. The
performance evaluation of all the Independent Directors
was done by the entire Board of Directors of the Company,
excluding the independent director being evaluated.

Declaration by Independent Directors

The Company has received declarations from the
Independent Directors confirming that they meet the criteria
of independence as prescribed under Section 149(6) of
the Act read with Regulation 16(1 )(b) of the SEBI Listing
Regulations. In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have confirmed that
they are not aware of any circumstances or situations which
exist or may be reasonably anticipated that could impair or
impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as independent
directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board.
In terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, Independent Directors of the Company
have confirmed about their enrolment in the data bank of
Independent Directors maintained by the Indian Institute of
Corporate affairs.

The Board is of the opinion that all the Independent Directors
including Independent Directors appointed during the year,
if any, are persons possessing integrity and have relevant
expertise and experience in their fields.

Familiarization Programme for Independent Directors

The familiarization Programme is to update the Directors on
the roles, responsibilities, rights and duties under the Act
and other statutes and about the overall functioning and
performance of the Company.

The Independent Directors have complete access to the
information within the Company. As a part of Agenda of
Board/Committee Meetings, presentations are regularly
made to the Independent Directors. The detailed discussions
and presentations on the sales, credit and operations of the
Company, business plans, financials, risks and mitigation
plans, compliances, major litigation, regulatory scenario
etc. are facilitated by the Company’s senior management. It
remains the constant endeavor of the Company to continually
update its Directors on the various developments, facilitate
interaction with various functional and department heads of
the Company and external experts.

The policy and details of familiarization Programme
conducted during the FY 2024-25 is available on the
Company’s website at https://www.llovdsenterDrises.in/

Meeting of Independent Directors

During the year under review, the Independent Directors
met on 17^th March, 2025, without the attendance of Non¬
Independent Directors and members of the management.

The Independent directors reviewed the performance of
Non-Independent Directors, the Committees and your Board
as a whole along with the performance of the Chairman of
your Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed
the quality, quantity and timeliness of flow of information
between the management and your Board that is necessary
for your Board to effectively and reasonably perform their
duties.

All the Independent Directors were present at these
meetings. The observations made by the Independent
Directors have been adopted and put into force.

VARIOUS COMPANY’S POLICIES

In accordance with the provisions of the SEBI
Listing Regulations and the Act, the Company has
formulated and implemented the following policies.
All the Policies are available on Company’s website
(https://www.llovdsenterDrises.in/index.DhD/corDorate-policies/)
under the heading “Corporate Policies." The policies are
reviewed periodically by the Board and updated based on
need and requirements.

Whistle Blower & Vigil Mechanism Policy

The Company has established a whistle blower policy/
vigil mechanism as per Section 177(9) of the Act, read
with Rule 7 of the Companies (Meeting of the Board and
its Powers) Rules, 2014 and Regulation 22 of the SEBI
Listing Regulations, for the directors and employees of the
Company, to report their unethical or improper activities and
financial irregularities. The policy also provides for adequate
safeguards against victimization of directors, or employees
or any other person who has availed the mechanism and
provides for direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases. No person
has been denied access to the chairman of the Audit
Committee. The Audit Committee monitors and reviews the
investigations of the whistle blower complaints.

Mr. Rajesh Gupta, Director of the Company, has been
designated as the “Whistle Blowing Officer” for various
matters related to Vigil Mechanism.

The Whistle Blower & Vigil Mechanism policy
can be accessed on the Company’s website at
https://www.lloydsenterprises. in/index.DhD/corDorate-Dolicies/

Policy for Related Party Transactions

All related parties’ transactions were placed before the Audit
Committee for its approval. An omnibus approval from Audit
Committee was obtained for the related party transactions
which are repetitive in nature.

All the transactions with the related parties entered during
the year under review, were on arm’s length basis and in
ordinary course of business.

In accordance with the requirements of Act and the SEBI
Listing Regulations, the Company has formulated a Policy on
Related Party Transactions for identification and monitoring
of such transactions. The policy regulates all transactions
taking place between the Company and its related parties,
in accordance with the applicable provisions.

The policy on Related Party Transaction is available on the
Company’s website can be accessed on the Company’s
website at httDs://www.llovdsenterprises.in/index.DhD/
corporate-policies/

Code of conduct for Director(s) and Senior Management
Personnel

The Company has laid down a Code of Conduct for all the
Directors and the Senior Management of the Company
which is available at httDs://www.llovdsenterprises.in/

All the Directors and Senior Management of the Company
have affirmed compliance with the Code for the FY ended
31^st March, 2025. A declaration to this effect signed by
the Managing Director of the Company is annexed to the
Report.

Risk Management Policy

The Company has formulated the Risk Management
policy in compliance with the provisions of the Act and the
SEBI Listing Regulations, to identify risks and minimize
their adverse impact on business and strive to create
transparency.

The policy helps to identify the various elements of risks
faced by the Company, which in the opinion of the Board,
threatens the existence of the Company. The Company
employs a structured approach to risk management,
which encompasses risk identification, risk evaluation, risk
mitigation, and risk monitoring.

The Risk Management Policy can be accessed on the
Company’s website at httDs://www.llovdsenterDrises.in/
index.DhD/corDorate-Dolicies/

Nomination and Remuneration Policy

In line with the requirements of Section 178 of the Act
and Regulation 19 of the SEBI Listing Regulations, the
Company has in place a Nomination & Remuneration Policy

which provides for the processes relating to selection,
appointment and remuneration of directors, key managerial
personnel and senior management employees including
other matters as provided. It also provides for effective
evaluation of performance of the Board, its committees and
individual directors.

Kindly refer to the section on Corporate Governance, under
the head, ‘Nomination and Remuneration Committee’ for
matters relating to constitution, meetings, functions of the
Committee and the remuneration policy formulated by this
Committee.

The Nomination and Remuneration Policy can be accessed
on the Company’s website at https://www.llovdsenterprises.
in/index.DhD/corporate-Dolicies/

Policy for Determination of Materiality of an Event or
Information

As per the requirements of the SEBI Listing Regulations,
the Company has formulated a policy for determination of
materiality-based events.

The Policy for Determination of materiality of an event or
information policy can be accessed on the Company’s
website at https://www.llovdsenterprises.in/index.php/
corporate-policies/

Policy on Preservation of Documents

In line with the requirements of Regulation 9 of the SEBI
Listing Regulations, the Company has adopted the policy on
preservation of the documents.

The policy on preservation of documents can be accessed
on the Company’s website at https://www.llovdsenterprises.
in/index.DhD/corporate-Dolicies/

Insider Trading -Code of Conduct

Pursuant to SEBI (Prohibition of Insider Trading)
Regulations, 2015, (hereinafter “SEBI PIT Regulations")
the Company has adopted the Insider Trading Code. The
Code provides framework for dealing with the securities of
Company in a mandated manner.

The above Insider Trading-code of conduct can be accessed
on the Company’s website at https://www.llovdsenterprises.
in/index.DhD/corDorate-Dolicies/

Policy for Procedure of Inquiry in Case of Leak of
Unpublished Price Sensitive Information (“UPSI”)

Pursuant to SEBI PIT Regulations, the Company has
formulated a written policy and procedure for:

1. inquiry in case of leak of unpublished price sensitive
information for initiating appropriate action on
becoming aware of leak of unpublished price sensitive
information;

2. informing the Board promptly of such leaks, inquiries
and results of such inquiries.

Pursuant to this regulation, the Company has adopted
the Policy for Procedure of Inquiry in Case of Leak of
Unpublished Price Sensitive Information (“UPSI”), which
can be accessed on the Company’s website at https://www.
llovdsenterDrises.in/index.DhD/corDorate-Dolicies/

Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information

Pursuant to SEBI PIT Regulations, the Company has
formulated the Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information which
includes therein the policy for determination of “Legitimate
purposes for sharing UPSI”.

The code of Practices and Procedures for Fair Disclosure
of the Unpublished Price Sensitive Information can be
accessed on the Company’s website at https://www.
llovdsenterDrises.in/index.DhD/corDorate-Dolicies/

Policy on Material Subsidiary

The Company had formulated a policy for determining
material subsidiaries in accordance to SEBI Listing
Regulations which can be accessed on the Company’s
website at https://www.llovdsenterprises.in/index.DhD/

corDorate-Dolicies/

Corporate Social Responsibility Policy

The Company has constituted the Corporate Social
Responsibility (“CSR”) Committee in compliance with
the provisions of section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014(“CSR Rules"). The brief details of CSR
Committee are provided in the Corporate Governance
Report, which forms part of this Annual Report.

The Corporate Social Responsibility Policy (hereinafter
“CSR Policy”) of the Company has been prepared pursuant
to Section 135 of the Act and the CSR Rules. The CSR
policy serves as a referral document for all CSR related
activities at the Company. The CSR Policy relates to the
activities to be undertaken by the Company as specified in
schedule VII and other amendments/circulars thereon to the
Companies Act, 2013.

The CSR Policy can be accessed on the Company’s website
at httDs://www.llovdsenterDrises.in/index.DhD/corDorate-

policies/

The disclosures with respect to CSR activities are given
in “Annexure C”.

Succession Planning Policy

In compliance with Regulation 17(4) of the SEBI Listing
Regulations, the Company has established a comprehensive
Succession Planning Policy. This policy ensures that
appropriate plans are in place to facilitate the orderly
succession of appointments to the positions of Chairman,
Board of Directors, Key Managerial Personnel, and Senior
Management. The policy is designed to support seamless
transitions and maintain organizational stability.

Dividend Distribution Policy

The dividend recommended is in accordance with the
Company’s Dividend Distribution Policy. The Dividend
Distribution Policy, in terms of Regulation 43A of SEBI Listing
Regulations is available on the Company’s website on https://
www.llovdsenterDrises.in/index.DhD/corDorate-Dolicies/

CORPORATE GOVERNANCE REPORT AND
CERTIFICATE

The Company has taken adequate steps to ensure that
all the mandatory provisions of Corporate Governance as
prescribed under SEBI Listing Regulations are complied
with. As per Regulation 34(3) Read with Schedule V of
SEBI Listing Regulations, a separate section on corporate
governance, together with a certificate from the Company’s
Statutory Auditors, forms part of this Report.

AUDITORS

Statutory Auditor

Pursuant to Section 139 of the Act and the Rules made
there under, the Shareholders of the Company in the AGM
held on 29^th September, 2021 appointed M/s Todarwal &
Todarwal LLP (Firm Registration No. 111009W/W100231)
as the Statutory Auditors of the Company for a period of
05 (Five) Years from the conclusion of the 35^th AGM till the
conclusion of the 40^th AGM of the Company to be held in
the Year 2026.

M/s. Todarwal & Todarwal LLP have confirmed their eligibility
to continue as the Statutory Auditors of the Company under
Sections 139 and 141 of the Act and the applicable rules.
Additionally, as required by the Listing Regulations, the
Auditors have confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of
Chartered Accountants of India.

Statutory Audit Report

During the FY 2024-25, the observations made by the
Statutory Auditor in their Audit Report read with the relevant
notes thereof as stated in the Notes to the Audited Financial
Statements of Company for the FY ended 31^st March, 2025

are self-explanatory and being devoid of any reservation(s),
qualification(s) or adverse remark(s) etc. do not call for any
further information(s)/ explanation(s) or comments from the
Board under Section 134(3)(f)(i) of the Act.

Secretarial Auditor

Pursuant to Section 204 of the Act and the Companies
(Appointment & Remuneration of Managerial Personnel)
Rules, 2014 read with Regulation 24A of the SEBI Listing
Regulation, the Board of Directors of the Company has
appointed M/s Mitesh J. Shah & Associates (Membership
No. 10070 CP No. 12891) as the Secretarial Auditor of the
Company to conduct Secretarial Audit for the FY 2024-25.

Further Board on recommendation of the Audit Committee,
has approved the appointment of M/s. Mitesh Shah &
Co., Company Secretaries (Firm Registration No.: as
P2025MH104700), as Secretarial Auditors of the Company
subject to approval of the Members of the Company at the
ensuing AGM for a period of Five (5) consecutive years
from commencing from FY 2025 -26 till FY 2029-30 at such
remuneration as shall be fixed by the Board of Directors of
the Company.

Secretarial Audit Report

As required under provisions of Section 204 of the Act,
the report in respect of the Secretarial Audit carried out
by M/s Mitesh J. Shah & Associates., Practicing Company
Secretary (Membership No. 10070 CP No. 12891), in
Form MR-3 for the FY 2024-25 is annexed hereto marked
as “Annexure D” and forms part of this Report. The said
Secretarial Audit Report being devoid of any reservation(s),
adverse remark(s) and qualification(s) etc. does not call for
any further explanation(s)/ information or comment(s) from
the Board under Section 134(3) (f)(ii) of the Act.

Internal Auditor

Pursuant to Section 138(1) of the Act read with the
Companies (Accounts) Rules, 2014, your Company is
required to appoint an internal auditor to conduct internal
audit of the functions and activities of your Company.

The Board of Directors of the Company appointed R.D
Nagvekar & Co to conduct Internal Audit of the Company for
the period under review. The Internal Auditor has conducted
audit of FY 2024-25 and submitted report thereof to the
management of the Company.

Internal Audit Report

The Internal Auditor’s Report does not contain any
qualification, reservation or adverse remark requiring any
explanations / comments by the Board of Directors.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors
nor the Secretarial Auditors of the Company have reported
any frauds to the Audit Committee or to the Board of
Directors under Section 143(12) of the Act including rules
made thereunder.

MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as
prescribed under section 148(1) of the Act is not applicable
to the Company.

INTERNAL FINANCIAL CONTROLS

Risk is an inherent aspect of a dynamic business
environment. The Risk Management Policy helps the
management and Board of Directors to put in place an
effective framework for taking informed decisions about
the internal and external risks of the Company. To minimize
the adverse consequence of risks on business objectives,
the Company has framed this Risk Management Policy
(“Policy/RMP”). The Policy provides a route map for risk
management, mitigation measures and guidance from the
Risk Management Committee and the Board of Directors.

The Internal Financial Controls with reference to financial
statements as designed and implemented by the Company
are adequate. During the year under review, no material or
serious observations has been received from the Statutory
Auditors and the Internal Auditors of the Company, on the
inefficiency or inadequacy of such controls.

PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEE GIVEN AND SECURITIES
PROVIDED

During the year under review, the Company has made
investment in accordance with section 186 of the Act.
Further, the Company has not given any loan or guarantee
during the FY 2024-2025.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS
WITH RELATED PARTIES

The Board of Directors have adopted the Policy on
Materiality of Related Party Transactions and Dealings with
Related Party Transactions as per the applicable provisions
of the Act and the Listing Regulations and the same is
available on the website of the Company at https://www.
llovdsenterDrises.in/index.DhD/corDorate-Dolicies/

Particulars of contracts or arrangements or transactions
with related party referred to in section 188 of the Act, in
the prescribed form AOC-2, are enclosed with this report as
“Annexure E”.

There were no materially significant related party transactions
entered by the Company which may have a potential conflict
with the interest of Company. All related party transaction(s)
are first placed before Audit Committee for approval and
thereafter such transactions are also placed before the
Board for seeking their approval. The details of Related
Party Transactions, as required pursuant to respective
Indian Accounting Standards, have been stated in Note No.
34 to the Audited Standalone Financial Statements of the
Company which form a part of this Annual Report.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations,
your Company has filed the reports on RPTs with the Stock
Exchanges within the statutory timelines.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosures with respect to the remuneration of Directors
and employees as required under Section 197(12) of the
Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
(Rules) have been appended as an “Annexure F” to this
Annual Report.

The statement containing particulars of employee
remuneration as required under provisions of Section
197(12) of the Act and Rule 5(2) and 5(3) of the Rules,
forms part of this Report. In terms of Section 136(1) of the
Act, the Annual Report is being sent to the Shareholders,
excluding the aforesaid statement. The statement is open
for inspection upon request by the Shareholders, and any
Shareholder desirous of obtaining the same may write to the
Company at [e-mail]

DISCLOSURE RELATING TO EMPLOYEE STOCK
OPTION SCHEME AND EMPLOYEE STOCK PURCHASE
SCHEME

The Company has approved in the Board Meeting held on
13 ^th February, 2025 the LLOYDS ENTERPRISES LIMITED
EMPLOYEE STOCK OPTION PLAN - 2025 subject to the
Members Approval at ensuing AGM.

The Plan will be implemented through the Trust route. The
scheme is designed with primary objectives of alignment
of personal goals of the Employees with organizational
objectives by participating in the ownership of the Company,
to reward the employees for their association and
performance as well as to motivate them to contribute to the
growth and profitability of the Company.

DISCLOSURE RELATING TO EQUITY SHARES WITH
DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with
differential rights during the year under review, and
hence, no information as per provisions of Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares
during the year under review and hence no information
as per provisions of Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

In terms of Section 118(10) of the Act, the Company states
that the applicable Secretarial Standard i.e. SS-1 and SS-2
issued by the Institute of Company Secretaries of India,
relating to Meetings of the Board of Directors and General
Meetings respectively have been duly complied with.

DEPOSITS

During the year under review, the Company neither accepted
any deposits nor there were any amounts outstanding at the
beginning of the year which were classified as ‘Deposits’
in terms of Section 73 of the Act read with the Companies
(Acceptance of Deposit) Rules, 2014 and hence, the
requirement for furnishing of details of deposits which
are not in compliance with the Chapter V of the Act is not
applicable.

DISCLOSURE OF ORDERS PASSED BY REGULATORS
OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any
Regulator or Court or Tribunal which can have impact on
the going concern status and the Company’s operations in
future.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has zero tolerance for sexual harassment at
workplace and adopted a policy on Prevention, Prohibition
and Redressal Sexual Harassment of Women at Workplace
in line with Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules
frame thereunder. Internal Complaints Committee (“ICC”)
is in place for office of the Company to redress complaints
received regarding Sexual Harassment.

Disclosures in relation to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and rules made thereunder have been provided
in the Report on Corporate Governance and Business
Responsibility and Sustainability Report.

Number of Sexual Harassment Complaints received during the year	-
Number of Sexual Harassment Complaints disposed-off during the year	-
Number of Sexual Harassment Complaints pending for more than 90 days	-

MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, as amended from time to
time. All eligible female employees are provided maternity
benefits in accordance with the statutory requirements,
including paid leave, and other related entitlements. The
Company remains committed to creating a supportive
and inclusive work environment for its women employees
and ensures strict adherence to all applicable labour laws,
including the Maternity Benefit Act.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING
AND OUTGO

The Information on conservation of energy and technology
absorption in accordance with provisions of section 134(3)
(m) of the Act, read with Rule 8 of Companies (Account)
Rules, 2014 is not required since the Company is not a
manufacturing Company.

There were no foreign exchange earnings and out go during
the year.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, copies of the Annual Returns of the Company
prepared in accordance with Section 92(1) of the Act read
with Rule 11 & Rule 12 of the Companies (Management and
Administration) Rules, 2014 are placed on the website of the
Company and is accessible on the website of the Company
i.e. https://www.llovdsenterDrises.in/.

LISTING FEES

The listing fees payable for the FY 2024-2025 has been paid
duly paid to BSE Limited and National Stock Exchange of
India Limited (“NSE”) Limited.

CYBER SECURITY

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the processes,
technology controls are being enhanced in-line with the
threat scenarios. The Company’s technology environment
is enabled with real time security monitoring with requisite
controls at various layers starting from end user machines
to network, application and the data.

During the year under review, your Company did not Face
any incidents or breaches or loss of data breach in cyber
security.

GENERAL DISCLOSURE

During the FY under review:

a) The Company has not bought back its shares, pursuant
to the provisions of Section 68 of the Act and Rules
made thereunder.

b) The Company has not failed to implement any
corporate action.

c) The Company has not made any provisions of money
or has not provided any loan to the employees of the
Company for purchase of shares of the Company,
pursuant to the provisions of Section 67 of the Act and
Rules made thereunder.

d) There was no revision of financial statements and
Board’s Report of the Company.

e) There were no significant material changes and
commitments affecting the financial position of the
Company, which have occurred between the end of the
FY of the Company to which the Financial Statements
relate and the date of this Report.

f) Neither the Managing Director nor the Whole Time
Director of the Company received any remuneration or
commission from any of its Subsidiaries or Associates.

g) No application has been made under the Insolvency and
Bankruptcy Code, hence, the requirement to disclose
the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 during the year along with their status as at the
end of the FY is not applicable.

h) 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, is not applicable.

i) The securities were not suspended from trading during
the year due to corporate actions or otherwise.

j) No candidate was nominated by small shareholders in
terms of Section 151 of the Act.

k) None of the Auditors and/or Secretarial Auditors,
resigned during the year.

l) There was no delay, in holding AGM.

m) There was no change in Auditors and/or Secretarial
Auditors during the year.

n) There was no re-appointment of Independent Director
during the year under review.

o) The financial statements of the Company and its
subsidiaries are placed on the Company’s website
https://www.llovdsenterDrises.in/

p) The Cash Flow Statement for the FY 2024-25 is
attached to the Balance Sheet which forms part of this
Annual Report.

q) The Company has completed all corporate actions
within the specified time limits. The securities were
not suspended from trading during the year due to
corporate actions or otherwise.

r) During the year ended March 31, 2025, the Company
had not made any application under the Insolvency and
Bankruptcy Code, 2016 (“the Code”). No proceeding is
pending against the company under the Code.

s) During the year, the Company had not made any one¬
time settlement with banks or financial institutions.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere
appreciation and gratitude for the assistance and generous
support extended by all Government authorities, Stock
exchange, Depositories, Financial Institutions, Banks,
Customers and Vendors during the year under review. We
would also like to thank our members for their continued trust
and investment in the Company. We also wish to express
immense appreciation for the devotion, commitment and
contribution shown by the employees of the Company while
discharging their duties.

For and on behalf of the Board of Directors
Lloyds Enterprises Limited

Sd/-

Babulal Agarwal

Date: 09^th May, 2025 Chairman & Managing Director
Place: Mumbai DIN: 00029389

---

Mar 31, 2024

The Directors are pleased to present the Company’s Thirty-Eighth Annual Report and the Company’s Audited Standalone and Consolidated Financial Statement for the financial year ended 31^st March, 2024.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY’S AFFAIRS

(Figures in Rs. Lakhs)
	Standalone		Consolidated
Particulars	Current Year	Previous Year	Current Year	Previous Year
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from operations	31,671.81	6,768.92	95,843.74	38,029.90
Other Income	9,223.48	1,337.53	13,531.67	1,677.24
Total Income	40,895.29	8,106.45	1,09,375.41	39,707.14
Expenses	31,867.64	7,045.94	88,100.17	33,714.61
Profit/(Loss) before exceptional item	9,027.65	1,060.51	21,275.24	5,992.53
Exceptional Item				(250.00)
Profit/(Loss) before tax	9,027.65	1,060.51	21,275.24	5742.53
Tax expenses	1,803.99		3,795.32	1,239.64
Profit/(Loss) after tax	7,223.66	1060.51	17,479.92	4,502.89
Share of Profit/(Loss) of associate			0.10	2,267.74
Profit/(Loss) for the Period	7,223.66	1,060.51	17,480.02	6,770.63
Other comprehensive income (net of tax)	1,99,620.07	42,740.48	50,235.35	24,109.92
Total Comprehensive Income of the Year	2,06,843.73	43,800.99	67,715.37	30,880.55

On Standalone Basis

The Company has a net profit of '' 7,223.66 lakhs for the year under review as against '' 1,060.51 lakhs profit in the last year. The total Income of the Company for the year under review was '' 40,895.29 lakhs as against '' 8,106.45 lakhs during the last year.

On Consolidated Basis

The Company has consolidated net profit of ''17,480.02 lakhs for the year under review as against '' 6,770.63 lakhs profit in the last year. The total consolidated income of the Company was '' 1,09,375.41 lakhs for the year under review as against '' 39,707.14 lakhs during the last year.

CHANGE IN NAME

The name of the Company was changed from “Shree Global Tradefin Limited” to “Lloyds Enterprises Limited” w.e.f. 06^th September, 2023. All the documents bearing the old name of the Company have been altered accordingly.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule V of the Regulations, a separate section on the Management Discussion and Analysis Report (“MDAR”), which includes details on the state of affairs of the Company forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the provisions of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter “SEBI (LODR) Regulations”) read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10, 2021, the Business

Responsibility and Sustainability Report (“BRSR”) describing the various initiatives taken by the Board of Directors of the Company from an Environmental, Social and Governance perspective forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, its associates and subsidiaries, prepared in accordance with the Companies Act, 2013 and applicable Indian Accounting Standards along with all relevant documents and the Auditors’ Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its associate and subsidiaries.

The Financial Statements as stated above are also available on the website of the Company at www.llovdsenterorises.in

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March, 2024, the Company has 02 (Two) Subsidiary Companies viz., “Lloyds Engineering Works Limited (formerly known as Lloyds Steels Industries Limited)”, “Lloyds Realty Developers Limited (formerly known as Aristo Realty Developers Limited)”, and 02 (Two) Step down Subsidiaries Companies viz., “Simon Developers and Infrastructure Private Limited” and “Indrajit Properties Private Limited.”

The Company has 01 Associate company as on 31^st March, 2024 namely “Cunni Realty and Developers Private Limited.”

Pursuant to acquisition of shares of Lloyds Realty Developers Limited (formerly known as Aristo Realty Developers Limited) by the Company, the subsidiaries and associate of the former company have become the step-down subsidiaries and associate companies of our Company.

In accordance with Section 129(3) of the Companies Act, 2013 and Regulation 34(2) of SEBI (LODR) Regulations, 2015, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report.

Further, a statement containing the salient features of the financial statements of our associate and subsidiaries in the prescribed format AOC-1 is appended as “Annexure A” to

the Board’s report. The statement also provides details of the performance and financial position of the associate.

SHARE CAPITAL

The paid - up equity capital of the Company as on 31^st March, 2024 was 1,27,21,26,621. The said shares are listed on BSE Limited. There was no change in the paid - up capital of the Company during 2023-24.

Preferential issue of Equity Shares

The Company has not issued any Preferential issue of Equity Shares.

DEMATERIALIZATION OF SHARES

As on 31^st March 2024, there are 1,27,17,87,031 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.97% of the total issued, subscribed and paid-up capital of the Company.

DIVIDEND

Your Directors are pleased to recommend the dividend of Rs. 0.10/- (10%) per equity share of face value of Re. 1/-each for the financial year 2023-24, for the approval of the Members at the ensuing Annual General Meeting (AGM) of the Company.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves for the financial year 2023-2024.

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review, the Company has amended its object clause to add the following new objects:

1. To undertake the business as general traders and merchants, and buy, sell, export, import, deal in commodities, goods, things, contracts of all types, to deal in any commodity market, commodity exchange, spot exchange, for itself or for others, transaction in the nature of hedging, spot trading, forward commodity contracts, rate swaps, commodity future/ swaps, commodity options, futures and options and in derivatives of all the commodities, whether for the purpose of trading, hedging, arbitrage, or any other purpose, whether in India or abroad and to undertake the activity of warehousing and processing as may be required for the aforesaid purpose(s).

2. To carry on the business of builders, contractors, erectors, constructors of buildings, houses, apartment structures or residential, office, industrial, institutional or commercial or developers of co-operative housing societies, developers of housing schemes, townships, holiday resorts, hotels, motels and in particular preparing of building sites, constructing, reconstructing, erecting, altering, improving, enlarging, developing, decorating furnishing and maintaining of structures

flats, houses, factories, shops, offices, garages, warehouses, buildings, works, workshops, hospitals, nursing homes, clinics, godowns and other commercial educational purposes and conveniences to purchases for development, houses buildings, structures and other properties of any tenure and any interest thereto and purchase, sell and deal in freehold and leasehold land and in purchase, sell, lease, hire, exchange or otherwise deal in land and house’s property and other property whether real or personal and to turn the same into account as may seem expedient and to carry on business as developers and land buildings immovable properties and real estates by constructing, reconstructing, altering, improving, decorating, furnishing, and maintaining offices, flats, houses, factories warehouse, shops, wharves buildings works and conveniences and by consolidating, connecting and subdividing immovable properties and by leasing and disposing off the same.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, which have occurred between the end of the financial year and the date of the Report which have affected the financial position of the Company.

BOARD OF DIRECTORS

The year under review saw the following changes to the Board of Directors (“Board”).

Mr. Rajesh Gupta (DIN: 00028379)

Mr. Rajesh Gupta retired by rotation, and being eligible, was re-appointed as the Chairman and Managing Director by the shareholders of the Company at the Annual General Meeting held on 18^th July, 2023 for a period of 05 (five) years from 01^st January, 2024 till 31^st December, 2028. During the year, he expressed his desire to retire from the position of Chairman and Managing Director of the Company, due to pre-occupation, while continuing to be a Member of the Board of the Company from the close of business hours of 07^th August, 2023. The Board took note of the same in the Board Meeting held on 08^th August, 2023. Further, on the recommendation of the Nomination and Remuneration Committee, he was appointed as an Additional Nonexecutive Director (related to the promoter group) in the Board Meeting held on 08^th August, 2023 and subsequently, he was appointed as a Non-executive Director of the Company in the Postal Ballot via remote e-voting conducted by the Company on 01^st October, 2023.

Mr. Babulal Agarwal (DIN 00029389)

During the year, Mr. Rajesh Gupta expressed his desire to resign as the Chairman and Managing Director of the Company, due to pre-occupation. Therefore, on recommendation of the Nomination and Remuneration Committee, Mr. Babulal Agarwal was appointed as an Additional Executive Director (related to the promoter group) designated as the Chairman & Managing Director of the

Company in the Board Meeting held on 08^th August, 2023 and subsequently appointed as Chairman and Managing Director of the Company in the Postal Ballot via remote e-voting conducted by the Company on 01^st October, 2023 for a term of 05 (five) consecutive years w.e.f. 08^th August, 2023 up to 07^th August, 2028.

Ms. Mohinder Anand (DIN: 08156946)

During the year, on recommendation of the Nomination and Remuneration Committee, Ms. Mohinder Anand was re-appointed as a Non-executive Independent Director of the Company for a period of 05 (five) years w.e.f. 26^th June, 2023 to 25^th June, 2028 in the Board meeting held on 27^th April, 2023 and the members approved the said appointment vide an Ordinary Resolution passed in the Annual General Meeting of the Company held on 18^th July, 2023. The Board also received the declaration of independence from Ms. Mohinder Anand.

KEY MANAGERIAL PERSONNEL Mrs. Kumari Rachna (ACS 37777)

During the year, Mrs. Kumari Rachna (ACS 37777) tendered her resignation from the post of Company Secretary and Compliance Officer of the Company, due to further future growth, w.e.f. 01^st August, 2023.

Ms. Pranjal Mahapure (ACS 69408)

In view of resignation of Mrs. Kumari Rachna (ACS 37777) as the Company Secretary and Compliance Officer of the Company w.e.f. 01^st August, 2023, the Board at its meeting held on 08^th August, 2023 appointed Ms. Pranjal Mahapure (ACS 69408) as the Company Secretary and Compliance Officer of the Company, upon due recommendations of the Nomination and Remuneration Committee.

In terms of Section 203 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company are Mr. Babulal Agarwal, Chairman & Managing Director, Mr. Viresh Sohoni, Chief Financial Officer and Ms. Pranjal Mahapure, Company Secretary & Compliance Officer.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

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 and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

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 for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a ‘going concern’ 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 are operating effectively; 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.

DISCLOSURES RELATED TO BOARD AND COMMITTEES

Board Meetings

The Board met 07 (seven) times during the financial year 2023-24 on 27^th April, 2023, 07^th June, 2023, 08^th August, 2023, 22^nd September, 2023, 26^th October, 2023, 06^th December, 2023 and 23^rd January, 2024. The details of the meeting are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

Committees of the Board

As on 31^st March, 2024, the Board had 04 (Four) Committees which are mandatory under the Companies Act, 2013 and the SEBI (Listing Regulations and Disclosure Requirements), 2015, viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, and Corporate Social Responsibility Committee. Also, for the purpose of ensuring that the Company’s investments are managed in a way that aligns with the organization’s goals and objectives, the Company has formed an Investment Committee during the year. A detailed note on the composition of the Board and its Statutory Committees is provided in the Corporate Governance Report that forms part of this Annual Report.

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the annual evaluation of the Board of Directors, individual directors and Committees was conducted.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance note on Board

Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of Independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of other directors. The Directors were satisfied with the overall corporate governance standards, Board performance and effectiveness. The performance evaluation of all the Independent directors was done by the entire Board of Directors of the Company, excluding the independent director being evaluated.

Declaration by Independent Directors

The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16 (1) (b) of the SEBI (LODR) Regulations. In terms of Regulation 25(8) of the SEBI (LODR) Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

In the opinion of the Board all the Independent Directors including Independent Directors appointed during the year, if any, are persons of integrity and have expertise and experience in their relevant fields. Further, all the independent directors have cleared the proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

Familiarization Programme for Independent Directors

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc.

The details of such Familiarization Programme conducted during the financial year 2023-24 can be accessed on the company’s website at https://www.llovdsenterorises.in/

Meeting of Independent Directors

During the year under review, the Independent Directors met 02 (two) times, on 25^th April, 2023 and 23^rd January, 2024, inter alia, to:

Date of Meeting	Purpose
25th April, 2023	Open Offer
23rd January, 2024	a) Review the performance of NonIndependent Directors, and the Board of Directors as a whole; b) Review the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors. c) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at these meetings. The observations made by the Independent Directors have been adopted and put into force.

VARIOUS COMPANY’S POLICIES

In accordance with the provisions of the SEBI (LODR) Regulations and the Companies Act, 2013, the Company has formulated and implemented the following policies. All the Policies are available on Company’s website (httos-J/www.llovdsenterorises.inA under the heading “Corporate Policies”. The policies are reviewed periodically by the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

The Company has established a vigil mechanism/ whistle blower policy as per Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, for the directors and employees of the Company, to report their genuine concerns. The Board has adopted the policy to deal with instances of fraud or mismanagement, if any. The policy also provides for adequate safeguards against victimization of directors, or employees or any other person who has availed the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

The Whistle Blower Policy of the Company includes in its scope, any instances related to Insider Trading and also provides access to the employees of the Company, to report the instances of leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information.

Mr. Rajesh Gupta, Director of the Company, has been designated as the “Whistle Blowing Officer” for various matters related to Vigil Mechanism.

The Whistle Blower & Vigil Mechanism policy can be accessed on the company’s website at https://www.llovdsenterorises.in/

Policy for Related Party Transactions

In line with the requirements of Companies Act, 2013 and the SEBI (LODR) Regulations, the Company has formulated a Policy on Related Party Transactions for identification and monitoring of such transactions. The policy regulates all transactions taking place between the Company and its related parties, in accordance with the applicable provisions. The related party transactions are placed before the Board for their approval/ noting as the case may be.

The policy on Related Party Transaction can be accessed on the company’s website at https://www.llovdsenterorises.in/

Code of conduct for Director(s) and Senior Management Personnel

The Company has laid down a Code of Conduct for all the Directors and the Senior Management of the Company which is available at https://Www.llovdsenterorises.in/

All the Directors and Senior Management of the Company have affirmed compliance with the Code for the Financial Year ended 31^st March, 2024. A declaration to this effect signed by the Managing Director of the Company is annexed to the Report.

Risk Management Policy

The Company has formulated the Risk Management policy in compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, to identify risks and minimize their adverse impact on business and strive to create transparency.

The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board, threatens the existence of the Company.

The Risk Management Policy can be accessed on the company’s website at https://www.llovdsenterprises.in/

Nomination and Remuneration Policy

In line with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, the Company has in place a Nomination & Remuneration Policy which provides for the processes relating to selection, appointment and remuneration of directors, key managerial personnel and senior management employees including other matters as provided. It also provides for effective evaluation of performance of the Board, its committees and individual directors.

Kindly refer to the section on Corporate Governance, under the head, ‘Nomination and Remuneration Committee’ for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

The Nomination and Remuneration Policy can be accessed on the company’s website at https://www.llovdsenterprises.in/

Policy for Determination of Materiality of an Event or Information

In line with the requirements of the SEBI (LODR) Regulations, the Company has formulated a policy for determination of materiality-based events.

The Policy for Determination of materiality of an event or information policy can be accessed on the company’s website at https://www.llovdsenterprises.in/

Policy on Preservation of Documents

In line with the requirements of Regulation 9 of the SEBI (LODR) Regulations, the Company has adopted the policy on preservation of the documents.

The policy on preservation of documents can be accessed on the company’s website at https://www.llovdsenterprises.in/

Insider Trading -Code of Conduct

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, (hereinafter “SEBI PIT Regulations”) the Company has adopted the Insider Trading Code. The Code provides framework for dealing with the securities of Company in a mandated manner.

The above Insider Trading-code of conduct can be accessed on the company’s website at https://www.llovdsentemnses.in/

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)

Pursuant to SEBI PIT Regulations, the Company has formulated a written policy and procedure for:

1. inquiry in case of leak of unpublished price sensitive information for initiating appropriate action on becoming aware of leak of unpublished price sensitive information;

2. informing the Board promptly of such leaks, inquiries and results of such inquiries.

Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”), which can be accessed on the Company’s website at https://www.llovdsenterprises.in/

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

Pursuant to SEBI PIT Regulations, the Company has formulated the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information which includes therein the policy for determination of “Legitimate purposes for sharing UPSI”.

The code of Practices and Procedures for Fair Disclosure of the Unpublished Price Sensitive Information can be accessed on the company’s website at https://www.llovdsentemnses.in/

Policy on Material Subsidiary

In line with the requirements of the SEBI (LODR) Regulations, the Company has formulated a policy for determination of Material Subsidiary which can be accessed on the company’s website at https://www.llovdsentemrises.in/

Corporate Social Responsibility Policy

The Company has constituted the Corporate Social Responsibility (CSR) Committee in compliance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The brief details of CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Corporate Social Responsibility Policy (hereinafter “CSR Policy”) of the Company has been prepared pursuant to Section 135 of the Companies Act, 2013 and the CSR Rules. The CSR policy serves as a referral document for all CSR related activities at the Company. The CSR Policy relates to the activities to be undertaken by the Company as specified in schedule VII and other amendments/circulars thereon to the Companies Act, 2013.

The CSR Policy can be accessed on the company’s website at https://www.llovdsenterorises.in/

The disclosures with respect to CSR activities are given in “Annexure B”.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all the mandatory provisions of Corporate Governance as prescribed under SEBI (LODR) Regulations are complied with. As per Regulation 34(3) Read with Schedule V of SEBI (LODR) Regulations, a separate section on corporate governance, together with a certificate from the Company’s Statutory Auditors, forms part of this Report.

AUDITORSStatutory Auditor

The Shareholders of the Company in the Annual General Meeting held on 29th September, 2021 appointed M/S/ Todarwal & Todarwal LLP (Firm Registration No. 111009W/ W100231) as the Statutory Auditors of the Company for a period of 05 (Five) Years from the conclusion of the 35^th Annual General Meeting till the conclusion of the 40^th Annual General Meeting of the Company to be held in the Year 2026.

Statutory Audit Report

During the financial year 2023-24, there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of Company for the Financial Year ended 31^st March, 2024 are self-explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc. do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Mitesh J. shah & Associates (Membership No. 10070 CP No. 12891) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2023-24.

Secretarial Audit Report

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s Mitesh J. Shah & Associates., Practicing Company Secretary (Membership No. 10070 CP No. 12891), in Form MR-3 for the FY 2023-24 is annexed hereto marked as “Annexure C” and forms part of this Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as prescribed under section 148(1) of the Companies Act, 2013 is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Statutory Auditors and the Internal Auditors of the Company, on the inefficiency or inadequacy of such controls.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

During the year under review, the Company has made investment in accordance with section 186 of the Companies Act, 2013. Further, the Company has not given any loan or guarantee during the financial year 2023-2024.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements or transactions with related party referred to in section 188 of the Companies Act, 2013, in the prescribed form AOC-2, are enclosed with this report as “Annexure D”.

There were no materially significant related party transactions entered by the Company which may have a potential conflict with the interest of Company. All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval. The details of Related Party Transactions, as required pursuant to respective Indian Accounting Standards, have been stated in Note No. 34 to the Audited Standalone Financial Statements of the Company which form a part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed hereto marked as “Annexure E” and forms part of this report.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any shares pursuant to Employee Stock Option Scheme and Employee Stock Purchase Scheme during the year under review, and hence, no information as per the provisions of Companies Act, 2013 is furnished.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review, and hence, no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2 specified by the Institute of Company Secretaries of India (“ICSI”).

DEPOSITS

During the year under review, the Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits’ in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance and Business Responsibility and Sustainability Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Information on conservation of energy and technology absorption in accordance with provisions of section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is not required since the Company is not a manufacturing Company.

There were no foreign exchange earnings and out go during the year.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 & Rule 12 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible on the website of the Company i.e. httos://www.llovdsenterorises.in/.

LISTING FEES

The listing fees for the financial year 2024-2025 have been paid duly paid to BSE Limited.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Stock exchange, Depositories, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors also wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

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Mar 31, 2023

Your Directors are pleased to present the Company’s Thirty Seventh Annual Report and the Company’s Audited Standalone and Consolidated Financial Statement for the financial year ended 31^st March, 2023.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY’S AFFAIRS

(Figures in Rs. Lakhs)
Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from operations	6,768.92	105.82	38,029.90	4,782.47
Other Income	1,337.53	15,092.87	1,677.24	15,929.27
Total Income	8,106.45	15,198.69	39,707.14	20,711.74
Expenses	7,045.94	277.49	33,714.61	4,598.41
Profit/(Loss) before exceptional item	1,060.51	14,921.20	5,992.53	16,113.33
Exceptional Item	-	-	(250.00)	-
Profit/(Loss) before tax	1,060.51	14,921.20	5,742.53	16,113.33
Tax expenses	-	-	1,239.64	616.03
Profit/(Loss) after tax	1,060.51	14,921.20	4,502.89	15,497.30
Share of Profit/(Loss) of associate	-	-	2,267.74	(123.84)
Profit/(Loss) for the Period	1,060.51	14,921.20	6,770.63	15,373.46
Other comprehensive income (net of tax)	42,740.48	82,551.34	24,109.92	19,599.25
Total Comprehensive Income of the Year	43,800.99	97,472.54	30,880.55	34,972.71

On Standalone Basis

The Company has a net profit of '' 1,060.51 lakhs for the year under review as against '' 14,921.20 lakhs profit in the last year. The total Income of the Company for the year under review was '' 8,106.45 lakhs as against '' 15,198.69 lakhs during the last year.

On Consolidated Basis

The Company has consolidated net profit of '' 6,770.63 Lakhs for the year under review as against '' 15,373.46 Lakhs profit in the last year. The total consolidated income of the Company was '' 39,707.14 Lakhs for the year under review as against '' 20,711.74 Lakhs during the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is trading in Iron & Steel

products. The Management discussions and analysis is given

hereunder: -

a) Industry structure and development: Company is engaged in trading activity primarily having vast potential & now being getting attention of the organised sector.

b) Opportunities and threats: Sustained economic growth in the country may affect the business of the Company and sector overall. However, the Company is taking proper steps to mitigate the business risk.

c) Segment-wise performance: The Company is operating on only one broad segment and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The outlook for 2023-2024 has to be viewed in the context of overall economic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiating adequate step.

f) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head “Financial Performance and the state of the Company’s Affairs” in the current year.

h) Human resources and industrial relations: During the year under review the Employee/Industrial relations remained cordial.

i) Key Financial Ratios

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key financial ratios.

The Company has identified the following ratios as key financial ratios:

Particulars	2022-23	2021-22
Debtor Turnover Ratio (times)	12.60	4.04
Current Ratio	2.98	1.18
Operating Profit Margin (%)	(0.99)	1.67
Net Profit Margin (%)	15.67	14,100.55
Revenue Growth	62.97	0.31

The return on networth has decreased due to the increase in the net worth of the Company from '' 1,36,515.59 Lakhs in the previous Financial Year 2021-22 to '' 1,77,772.32 Lakhs in the Current Financial Year 2022-23.

k) Cautionary Statement: The Management Discussion and Analysis describe Company’s projections, expectations or predictions and are forward looking statements’ within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company its associate and subsidiary, prepared in accordance with the Companies Act, 2013 and applicable Indian Accounting Standards along with all relevant documents and the Auditors’ Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its associate and subsidiary.

The Financial Statements as stated above are also available on the website of the Company at www.sgtl.in

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March, 2023, we have 1 Associate Company “Indrajit Properties Private Limited” & 1 Subsidiary Company “Lloyds Steels Industries Limited”.

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statement of our associate and subsidiary in the prescribed format AOC-1 is appended as “Annexure A” to the Board’s report. The statement also provides details of the performance and financial position of the associate.

Ratios where there has been a significant change as compared to immediately preceding financial year.

The Debtor Turnover Ratio has increased due to increase in sales as compared to last year. The Operating profit margin has decreased due to increase in purchase as compared sales to last year. The net profit margin has decreased due to decrease in net profit.

j) Return on NetworthThe details of return on net worth are given below:

Particulars	2022-23	2021-22
Return on networth (%)	4.91	10.93

SHARE CAPITAL

Preferential issue of Equity Shares

The Company has not issued any Preferential issue of Equity Shares.

DEMATERIALIZATION OF SHARES

As on 31^st March 2023, there are 1,27,17,83,606 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.97% of the total issued, subscribed and paid-up capital of the Company.

DIVIDEND

Your Directors are pleased to recommend payment of '' 0.10/- per equity share of face value of '' 1/- each. as final dividend for the financial year 2022-23, for the approval of the Members at the ensuing Annual General Meeting (AGM) of the Company. The details of Dividend distribution policy is available at Company website https://sgtl.in/pdf/Dividend%20 Distribution%20Policy.pdf

TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves for the financial year 2022-2023.

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review, there is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, which have occurred between the end of the financial year and the date of the Report which have affected the financial position of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Manesh Cherian (DIN: 02244855)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Manesh Cherian, Director of the Company, retires by rotation at the 36^th Annual General Meeting held on 24^th August, 2022 and subsequently reappointed in the duly convened Annual General Meeting.

Mr. Sandeep Aole (DIN 01786387)

Mr. Sandeep Aole appointed as Additional Independent Director of the Company in the Board Meeting held on 27^th May, 2022 and subsequently appointed as Independent Director of the Company in the Annual General Meeting of the Company held on 24^th August, 2022.

Mr. Vinayak Kashid (DIN: 08582130)

Mr. Vinayak Kashid resigned as Director of the Company from the closing hours of 10^th August, 2022. The Board took the note of the same in the Board Meeting held on 10^th August, 2022.

Mr. Rajesh R Gupta (DIN: 00028379)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh. R Gupta, Managing Director of the Company, are liable to retire by rotation at the ensuing AGM of the Company pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible they have offered himself for re-appointment, on the recommendation of the Nomination & Remuneration Committee and the Board of Directors.

Particulars in pursuance of Regulation 36 of the SEBI LODR Regulations read with Secretarial Standard - 2 on General Meetings relating to Mr. Rajesh R. Gupta are given in the Notice of AGM.

KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company are Mr. Rajesh R. Gupta, Managing Director, Mr. Viresh Sohoni, Chief Financial Officer and Mrs. Kumari Rachna, Company Secretary & Compliance Officer.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

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 and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

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 for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a ‘going concern’ 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 are operating effectively; 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.

DISCLOSURE RELATED TO BOARD AND COMMITTEES Board Meetings

The Board met 5 times during the financial year 202223 on 29^th April, 2022, 27^th May, 2022, 10^th August, 2022, 27^th October, 2022 and 06^th February, 2023. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

Committees of the Board

As on 31^st March, 2023, the Board had 4 (Four) Statutory Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. A detailed note on the composition of the Board and its Statutory Committees is provided in the Corporate Governance Report that forms part of this Annual Report.

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Declaration by Independent Directors

The Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16 (1) (b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrolment in the

data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

Familiarization Programme for Independent Directors

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc. The detail of such Familiarization programme conducted during the financial year 2022-23 can be accessed on the company’s website at https://www.sgtl. in/wp-content/uploads/2023/06/Familarisation-Programme-ID-2022-23.pdf

Meeting of Independent Directors

During the year under review, the Independent Directors met on 13^th February, 2023, inter alia, to:

a) Review the performance of Non Independent Directors, and the Board of Directors as a whole;

b) Review the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

c) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and put into force.

VARIOUS COMPANY’S POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Company’s website (www.sgtl.in) under the heading “Corporate Policies”. The policies are reviewed periodically by the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

Whistle Blower Policy of the Company includes in its scope any instances related to Insider Trading and also provides access to the employees of the Company to report the instances of leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information. The Company has established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mr.Rajesh R. Gupta, Chairman and Managing Director of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Whistle Blower &Vigil Mechanism policy can be accessed on the company’s website at http://www.sgtl.in/pdf/Whistle%20 Blower%20Policy%20&%20Vigil%20Mechanism.pdf

Policy for Related Party Transactions

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions. The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.

The policy on Related Party Transaction can be accessed on the company’s website at http://www.sgtl.in/pdf/Policy%20 on%20Related%20Party%20Transaction.pdf

Code of conduct for Director(s) and Senior Management Personnel

The Company has adopted a Code of Conduct for the Senior Management Personnel, Directors (Executive / Non-Executive) including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act.

The above code can be accessed on the company’s website at http://www.sgtl.in/pdf/Code%20of%20Conduct%20for%20 Board.pdf

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.

The Risk Management Policy can be accessed on the company’s website at http://www.sgtl.in/pdf/Risk%20 Management%20Policy.pdf

Nomination and Remuneration Policy

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Nomination & Remuneration Policy.

The Nomination & Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior Management. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for

the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel, senior management and other employees. It also provides the manner for effective evaluation of performance of Board, its committees and individual directors.

The Nomination and Remuneration Policy can be accessed on the company’s website at http://www.sgtl.in/pdf/ Remuneration%20Policy.pdf

Policy for Determination of Materiality of an Event or Information

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of materiality- based events.

The Policy for Determination of materiality of an event or information policy can be accessed on the company’s website at http://www.sgtl.in/pdf/Policy%20for%20Determining%20 Materiality%20of%20Events.pdf

Policy on Preservation of Documents

In pursuant to Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted the policy on preservation of the documents.

The policy on preservation of documents can be accessed on the company’s website at http://www.sgtl.in/pdf/1.%20 Policy%C2%A0on%C2%A0Preservation%C2%A0of%C2% A0Documents.pdf

Insider Trading -Code of Conduct

In pursuant to SEBI (Prohibition of Insider Trading)

Regulations, 2015, the Company has adopted the Insider Trading Code. The Code provides framework for dealing with the securities of Company in mandated manner.

The above Insider Trading-code of conduct can be accessed on the company’s website at http://www.sgtl.in/pdf/Insider%20 Trading%20Code%20of%20Conduct.pdf effective from April 1, 2019.

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)

In pursuant to SEBI (Prohibition of Insider Trading)

Regulations, 2015, the company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)

Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information (“upsi”) can be accessed on the

company’s website at http://www.sgtl.in/pdf/Policy%20for%20 leak%20of%20UPSI.pdf

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information which includes therein the policy for determination of “Legitimate purposes for sharing UPSI”

The code of Practices and Procedures for Fair Disclosure of the Unpublished Price Sensitive Information can be accessed on the company’s website at http://www.sgtl.in/pdf/Code%20 of%20Practices%20and%20Procedures%20for%20Fair%20 Disclosure%20of%20UPSI.pdf effective from April 1, 2019.

Policy on Material Subsidiary

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of Material Subsidiary.

The policy on material subsidiary can be accessed on the company’s website at https://sgtl.in/pdf/Material%20 subsidiary%20policy%20Final.pdf

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy (hereinafter “CSR Policy) of the Company has been prepared pursuant to Section 135 of the Companies Act, 2013 and the CSR Rules. The CSR policy serves as the referral document for all CSR related activities at the Company. CSR Policy relates to the activities to be undertaken by the Company as specified in schedule VII and other amendments/circulars thereon to the Companies Act, 2013.

The CSR Policy can be accessed on the company’s website at https://sgtl.in/pdf/CSR%20POLICY.pdf

Corporate Social Responsibility The Company has constituted Corporate Social Responsibility (CSR) Committee in compliance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The disclosures with respect to CSR activities are given in “Annexure II”.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. As per Regulation 34(3) Read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, a separate section on corporate governance, together with a certificate from the Company’s Statutory Auditors, forms part of this Report.

AUDITORS Statutory Auditor

The Shareholders of the company in the Annual General Meeting held on 29th September, 2021 appointed M/S/ Todarwal & Todarwal LLP (Firm Registration No. 111009W/ W100231) as the Statutory Auditors of the Company for a period of 5 (Five) Years from the conclusion of the 35th Annual General Meeting till the conclusion of the 40thAnnual General Meeting of the Company to be held in the Year 2026.

Statutory Audit Report

During the financial year 2022-23 there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of Company for the Financial Year ended 31^st March, 2023 are self-explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration Of Managerial Personnel) Rules, 2014, The Board Has Appointed M/s Maharshi Ganatra & Associates., Practicing Company Secretary (Membership No. 11332 CP14520) as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2022-23.

Secretarial Audit Report

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s Maharshi Ganatra & Associates., Practicing Company Secretary (Membership No. ACS 43021 CP No. 20863), in Form MR-3 for the FY 2022-23 is annexed hereto marked as “Annexure B” and forms part of this Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as prescribed under section 148(1) of the Companies Act, 2013 is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

During the year under review, the company has made investment in accordance with section 186 of the Companies Act, 2013. Further Company has not given any Loan, Guarantee during the financial year 2022-2023.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements or transactions with related party referred to in section 188 of the Companies Act, 2013, in the prescribed form AOC-2, are enclosed with this report as “Annexure C”.

There were no materially significant related party transactions entered by the Company which may have a potential conflict with the interest of Company. All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval. The details of Related Party Transactions, as required pursuant to respective Indian Accounting Standards, have been stated in Note No. 33 to the Audited Standalone Financial Statement of Company forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed hereto marked as “Annexure D” and forms part of this report.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any shares pursuant to Employee Stock Option Scheme and Employee Stock Purchase Scheme during the year under review and hence no information as per provisions of Companies Act, 2013 is furnished.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits’ in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, in accordance with provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is not required since the Company is not a manufacturing Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 & Rule 12 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible on the website of the Company i.e. www.sgtl.in.

LISTING FEES

The listing fees payable for the financial year 2023-2024 have been paid to Bombay Stock Exchange within due date. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board of Directors Shree Global Tradefin LimitedSd/-

Rajesh R. Gupta Chairman& Managing Director DIN:00028379

Date: 27^th April, 2023 Place: Mumbai

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Mar 31, 2018

DIRECTORS¹ REPORT

Dear Members,

The Directors are pleased to present the Company’s Thirty Second Annual Report and the Company’s Audited Financial Statement for the financial year ended 31^st March, 2018.

FINANCIAL PERFORMANCE

The Company’s financial performance, for the year ended 31^st March, 2018 is summarized below:

(In Rs,)

Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
	2017-18	2016-17	2017-18	2016-17
Revenue from operations	2,42,76,54,340	47,35,12,128	2,42,76,54,340	47,35,12,128
Other Income	62,631	29,58,584	62,631	29,58,584
Total Income	2,42,77,16,971	47,64,70,712	2,42,77,16,971	47,64,70,712
Expenses	2,48,71,28,114	51,29,54,551	2,48,71,28,114	51,29,54,551
Profit/(Loss) before tax	(5,94,11,143)	(3,64,83,839)	(5,94,11,143)	(3,64,83,839)
Tax expenses
Profit/(Loss) after tax	(5,94,11,143)	(3,64,83,839)	(5,94,11,143)	(3,64,83,839)
Share of Profit/(Loss) of associate			2,27,53,946	2,39,30,051
Profit/(Loss) for the Period	(5,94,11,143)	(3,64,83,839)	(3,66,57,197)	(1,25,53,788)
Other comprehensive income (net of tax)	(63,97,36,677)	31,08,83,980	(63,96,66,446)	31,08,22,102
Total Comprehensive Income of the Year	(69,91,47,820)	27,44,00,141	(67,63,23,643)	29,82,68,314

On Standalone Basis

The Company has a net loss of Rs,5,94,11,143 for the year under review as against Rs,3,64,83,839 loss in the last year. The total Income of the Company was Rs,2,42,77,16,971 as against Rs,47,64,70,712 during the last year.

On Consolidated Basis

The Company has consolidated net loss of Rs,3,66,57,197 for the year under review as against Rs,1,25,53,788 loss in the last year. The total consolidated income of the Company was Rs,2,42,77,16,971 for the year under review as against Rs,47,64,70,712 during the last year.

APPLICABILITY OF INDIAN ACCOUNTING STANDARD (Ind AS)

Your Company had adopted IND AS with effect from 1^st April,

2017 pursuant to Ministry of Corporate Affairs notification dated 16^th February, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and the relevant provisions of the Companies Act, 2013 (‘’the Act’’) and guidelines issued by the Securities and Exchange Board of India (“SEBI”). Your Company has published Ind AS Financials for the year ended 31^st March, 2017 along with comparable as on 31^st March, 2017.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is Trading in Iron & Steel products. The Management discussions and analysis is given hereunder:-

a) Industry structure and development: Company is engaged in trading activity primarily having vast potential & now being getting attention of the organized sector.

b) Opportunities and threats: Sustained economic growth in the country may affect the business of the Company and sector overall. However, the Company is taking proper steps to mitigate the business risk.

c) Segment-wise performance: The Company is operating on only one broad segment and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The outlook for 2018-2019 has to be viewed in the context overall economic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiating adequate step.

f) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head ‘Financial Performance’ in the current year.

h) Human resources and industrial relations: During the year under review the Employee/Industrial relations remained cordial.

i) Cautionary Statement: The Management Discussion and Analysis describe Company’s projections, expectations or predictions and are forward looking statements’ within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its associate, prepared in accordance with the Companies Act, 2013 and applicable Indian Accounting Standards along with all relevant documents and the Auditors’ Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its associate.

The Financial Statements as stated above are also available on the website of the Company at www.sgtl.in

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

At the beginning of the year, we had 5 associates. As on 31^st March, 2018, we have 1 associate Company “Indrajit Properties Private Limited”. The following companies have ceased to be the associate companies during the year under review.

1. Emetalsteel.Com Private Limited

2. Halan Properties Private Limited

3. Triumph Trade & Properties Developers Private Limited

4. Vidarbha Power Private Limited

In accordance with Section 129(3) of the Companies Act,

2013, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statement of our associate in the prescribed format AOC-1 is appended as “Annexure A” to the Board’s report. The statement also provides details of the performance and financial position of the associate.

SHARE CAPITAL

During the financial year under review, there is no change in the capital structure of the Company and accordingly, the issued, subscribed and paid-up share capital of the company stand at Rs,1,13,95,05,465 as on 31^st March, 2018

DIVIDEND

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the year ended 31^st March, 2018.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during financial year 2017-18.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits’ in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments 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 this report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there are no changes in the nature of the business of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

MR. RAJESH R. GUPTA (DIN 00028379)

Mr. Rajesh R. Gupta, Chairman and Managing Director (DIN: 00028379), whose tenure as Managing Director expired on 31^st December, 2017 was re-appointed as Managing Director (designated as Chairman & Managing Director) for a period of three years w.e.f 1^st January, 2018 to 31^st December, 2020 in the Annual General Meeting held on 13^th July, 2017.

MR. RAVINDRA DESHPANDE (DIN 01003990)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Ravindra Deshpande (DIN 01003990), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

MRS. PRIYANKA AGRAWAL

The Board appointed Mrs. Priyanka Agrawal as the Company Secretary of the Company w.e.f 21^st September, 2017, to fill in the vacancy caused by the resignation of Mr. Jitendra Sharma.

MR. JITENDRA SHARMA

Mr. Jitendra Sharma resigned as the Company Secretary of the Company w.e.f 20^th September, 2017. The Board places on record its sincere appreciation for his valuable guidance & contribution to the company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

1. i n the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

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 and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit & loss of the Company for the year ended on that date;

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 for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a ‘going concern’ 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 are operating effectively; 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.

DISCLOSURE RELATED TO BOARD AND COMMITTEES Board of Directors & Meetings

The Board consist of four directors Mr. Rajesh R. Gupta, Chairman & Managing Director, Mr. Ravindra Deshpande, Non-Executive Director, Mr. Mohan Krishnamoorthy, Independent Director and Mrs. Uniza Shaikh, Independent Woman Director.

Seven meetings of the Board of Directors were held during the Financial Year 2017-18 on 13^th April, 2017, 26^thMay, 2017, 24^th July, 2017, 12^th September, 2017, 21^st September, 2017, 07^th November, 2017 and 09^th February, 2018. In respect of such meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.

Audit Committee

The Audit Committee comprises of Mr. Mohan Krishnamoorthy as the Chairman and Mr. Ravindra Deshpande and Mrs. Uniza Shaikh as the Members.

During the financial year 2017-2018, five meetings of Audit Committee were held on 13^th April, 2017, 26^th May, 2017, 12^th September, 2017, 07^th November, 2017 and 09^th February, 2018. All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors. More details on the committee are given in the Corporate Governance Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Mohan Krishnamoorthy as the Chairman and Mr. Ravindra Deshpande and Mrs. Uniza Shaikh as the Members.

During the financial year 2017-2018, four meetings of Nomination and Remuneration Committee were held on 13^th April, 2017, 26^th May, 2017, 21^st September, 2017 and 09^th February, 2018.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is entrusted with the responsibility of redressing the shareholders’/ investors’ complaints with respect to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The Stakeholders Relationship Committee comprises of Mr. Mohan Krishnamoorthy as the Chairman and Mr. Ravindra Deshpande and Mrs. Uniza Shaikh as the Members.

Performance Evaluation of the Board and it’s Committee(s)

The Board has carried out an annual performance evaluation of its own performance and that of its Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Meeting of Independent Directors

During the year under review, the Independent Directors had, in accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, met separately on 09^th February, 2018 and discussed and reviewed, interalia, the performance of Non Independent Directors and the Board as a whole after taking into consideration the views of Executive and Non- Executive Directors.

a) Review the performance of Non Independent Directors, and the Board of Directors as a whole;

b) Review the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

c) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and put into force.

Declaration by Independent Directors

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section 149(6) of Companies Act, 2013.

Familiarization Programme for Independent Directors

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc. However during the year under review, there was no change in the nature of business of the company which would have necessitated a fresh Familiarization Programme for Independent Directors.

VARIOUS COMPANY’S POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Company’s website (www.sgtl.in) under the heading “Policies”. The policies are reviewed periodically by the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

The Company has formulated Whistle Blower Policy & established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mr. Rajesh Gupta, Chairman and Managing Director of the company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

Policy for Related Party Transactions

The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.

Code of conduct for Director(s) and Senior Management Personnel

The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs.

Risk Management Policy

The Risk Management policy is formulated and implemented by the company in compliance with the provisions of the Companies Act, 2013. The policy helps to identify the various elements of risks faced by the company, which in the opinion of the Board threatens the existence of the Company.

Remuneration Policy

The Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and independence of a director.

Policy for Determination of Materiality of an Event or Information

In pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has adopted this policy for determination of materiality based events on the criteria mentioned in the said regulation.

Policy on Preservation of Documents

In pursuant to Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted the policy on preservation of the documents.

Code of Conduct for Prevention of Insider Trading

The Policy provides framework for dealing with the securities of Company in mandated manner.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto marked as “Annexure B” and forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

During the year under review, there are no investments made, loans given or guarantees or security provided by the Company in accordance with Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

The Company did not enter into any transactions or arrangements or contracts with any of the related party during the financial year ended 31^st March, 2018 pursuant to section 188 of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed hereto marked as “Annexure C” and forms part of this report.

AUDITORS AND AUDITORS’ REPORT Statutory Auditor

Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s Todarwal & Todarwal LLP, Chartered Accountants (ICAI Registration No: 111009W), the Statutory Auditors of the Company, hold office upto the conclusion of Thirty Fifth (35^th) Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Further, the provision of ratification of appointment of Statutory Auditor every year has been omitted by the Companies (Amendment) Act, 2017. Therefore ratification of Auditor is not required, although your company is proposing ratification of auditor in ensuing Annual General Meeting for the financial year 2018-19.

The Auditors’ Report for the financial year 2017-18 does not contain any qualification, reservation or adverse

remark. The Auditors’ Report is enclosed with the financial statement in this Annual Report.

Secretarial Auditor

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. K. C Nevatia & Associates, a firm of Company Secretaries, in Form MR-3 for the FY 2017-18 forms part to this report. The said report does not contain any adverse observation or qualification or modified opinion requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Secretarial Audit Report is annexed hereto marked as “Annexure D" and forms part of this Report.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any shares pursuant to Employee Stock Option Scheme and Employee Stock Purchase Scheme during the year under review and hence no information as per provisions of Companies Act, 2013 is furnished.

FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

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

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, in accordance with provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is not required since the Company is not a manufacturing Company.

SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

Your director’s further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DEMATERIALIZATION OF SHARES

As on 31st March 2018, there were approximately 1,13,91,62,100 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.97 % of the total issued, subscribed and paid-up capital of the Company.

LISTING FEES

The listing fees payable for the financial year 2018-2019 have been paid to Bombay Stock Exchange within due date.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return for the Financial Year 201718 is enclosed with this report pursuant to section 92 (3) of the Companies Act, 2013 as a “Annexure E” and forms part of this report.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board

Rajesh R. Gupta

Date : 25^th May, 2018 Chairman & Managing Director

Place: Mumbai DIN: 00028379

---

Mar 31, 2017

DIRECTORS’ REPORT

Dear Members,

The Directors are pleased to present the Company’s Thirty First Annual Report and the Company’s audited financial statement for the financial year ended 31^st March, 2017.

FINANCIAL RESULTS

The Company’s financial performance, for the year ended 31st March, 2017 is summarized below:

(Rs, in Lakhs)

Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
	2016-17	2015-16	2016-17	2015-16
Sales ( Net )	4,735.12	13,195.30	4,735.12	13,195.30
Other Income	29.59	153.33	29.59	153.33
Total Income :	4,764.71	13,348.63	4,764.71	13,348.63
“Profit before Interest, Depreciation & Tax”	(562.11)	(647.65)	(562.11)	(647.65)
Less : Finance Cost	196.86	148.47	196.86	148.47
Depreciation	0.20	0.50	0.20	0.50
Profit/(Loss) before tax	(365.05)	(498.68)	(365.05)	(498.68)
Less : Current Tax	-		-
Taxation of Earlier Years	-	34.61	-	34.61
“Add: Share in profit of Associates”			272.35	281.36
Net Profit/ (Loss) after Tax	(365.05)	(533.29)	(92.70)	(251.93)

OPERATIONS AND OVERALL PERFORMANCE On Standalone Basis

The Company has a net loss of Rs, 365.05 Lakhs for the year under review as against Rs, 533.29 Lakhs loss in the last year. The total Income of the Company was Rs, 4,764.71 Lakhs as against Rs,13,348.63 Lakhs during the last year.

On Consolidated Basis

The Company has consolidated net loss of Rs, 92.70 Lakhs for the year under review as against Rs, 251.93 Lakhs loss in the last year. The total consolidated income of the Company was Rs, 4,764.71 Lakhs for the year under review as against Rs, 13,348.63 Lakhs during the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is Trading in Iron & Steel products. The Management discussion and analysis is given hereunder:-

a) Industry structure and development: Company is engaged in trading activity primarily having vast potential & now being getting attention of the organized sector.

b) Opportunities and threats: Sustained economic growth in the country may affect the business of the Company and sector overall. However, the Company is taking proper steps to mitigate the business risk.

c) Segment-wise performance: The Company is operating on only one broad segment and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The outlook for 2017-2018 has to be viewed in the context overall economic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiating adequate step.

f) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head ‘Financial Highlights and Operations and Overall Performance’ in the current year.

h) Human resources and industrial relations: During the year under review the Employee/Industrial relations remained cordial.

i) Cautionary Statement: The Management Discussion and Analysis describe Company’s projections, expectations or predictions and are forward looking statements’ within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

SUBDIVISION OF SHARES

Pursuant to approval of the Shareholders obtained on 29^th September 2016, your Company has sub-divided the face value of its equity shares of '' 5/- each, fully paid up into equity shares of ''1/- each, fully paid up. The Board of Director of your Company has fixed 22^nd December, 2016 as the “Record Date” for the Purpose of ascertaining the eligible Shareholders for receiving the aforesaid sub-divided equity shares. Subsequent to the aforesaid Record Date new share certificate have been dispatched to the shareholder who held share in physical mode and also credited to the respective demat account, who held shares in electronic mode.

DIVIDEND

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the year ended 31^st March, 2017.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March, 2017 we have 5 associate companies, a list of which is given in note no. 23 to the financial statement. None of the companies have become or ceased to be the associate companies during the year under review.

In accordance with section 129(3) we have prepared consolidated financial statements of the Company and all its associates. Further, a statement containing salient features of the financial statement of our associates in the prescribed format AOC-1 is appended as “Annexure A” to the Board’s Report.

INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

RESERVES

The Company did not propose to transfer any amount to any reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments 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 this report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there are no changes in the nature of the business of the company.

INTERNAL FINANCIAL CONTROLS

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

DIRECTORS’ RESPONSIBILITY STATEMENT Your Directors state that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2017, the applicable accounting standards have been followed and there are no material departures from the same;

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 and fair view of the state of affairs of the Company as at 31^st March, 2017 and of the profit & loss of the Company for the year ended on that date;

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 for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a ‘going concern’ 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 are operating effectively; 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.

BOARD MEETINGS

Seven meetings of the Board of Directors were held during the Financial Year 2016-17 on 30^th May, 2016, 22^nd June, 2016, 21^st July, 2016, 14^th August, 2016, 11^th November, 2016, 23^rd December, 2016 and 09^th February, 2017. In respect of such meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

MR. RAJESH R. GUPTA (DIN 00028379)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh R. Gupta (DIN 00028379), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

MR. JAIKISHAN SARDA

Mr. Jaikishan Sarda retired as the Chief Financial Officer of the Company w.e.f 06^th June, 2016.

MR. VIRESH SOHONI

Pursuant to section 203 of the Companies Act, 2013 the Board appointed Mr. Viresh Sohoni as the Chief Financial officer of the company w.e.f 22^nd June, 2016. He has a vast experience of more than 24 years in the field of finance, accounts and taxation.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section 149(6) of Companies Act, 2013.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors had, in accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, met separately and discussed and reviewed, interalia, the performance of Non Independent Directors and the Board as a whole after taking into consideration the views of Executive and Non- Executive Directors.

PERFORMANCE EVALUATION OF THE DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Individual Directors and the Board.

The framework of performance evaluation of the Independent Directors captures the following points:

A. Key attributes of the Independent Directors that justify his / her extension / continuation on the Board of the Company;

B. Participation of the Directors in the Board proceedings and his / her effectiveness;

The evaluation was carried out by means of the replies given / observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed hereto marked as “Annexure B” and forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

Investments

The Company has not made any investments during the year under review.

Security / Guarantee

Details of Pledge Creation during the year
Sr. No	Created in Favour of	Security Name	No. of Shares Pledged
1	Mr. Sunil Dalal	Lloyds Steels Industries Limited	1,57,08,000
2	Mr. Sunil Dalal	Lloyds Steels Industries Limited	2,31,20,000
3	Mr. Sunil Dalal	Uttam Value Steels Limited	5,45,00,000
4	Mr. Sunil Dalal	Uttam Value Steels Limited	15,42,62,322
5	Duli Trade & Commodities Private Limited	Lloyds Steels Industries Limited	1,02,00,000
6	Duli Trade & Commodities Private Limited	Uttam Value Steels Limited	8,60,00,000
7	Duli Trade & Commodities Private Limited	Uttam Value Steels Limited	2,50,00,000
8	Duli Trade & Commodities Private Limited	Lloyds Steels Industries Limited	34,00,000

Loans

The Company has not given any loan during the year under review.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

The Company did not enter into any transactions or arrangements or contracts with any of the related party during the financial year ended 31^st March, 2017 pursuant to section 188 of the Companies Act, 2013.

COMMITTEES AND POLICIES Audit Committee

The Audit Committee comprises of Mr. Mohan Krishnamoorthy as the Chairman and Mr. Ravindra Deshpande and Mrs. Uniza Shaikh as the Members.

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors. More details on the committee are given in the Corporate Governance Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Mohan Krishnamoorthy as the Chairman and Mr. Ravindra Deshpande and Mrs. Uniza Shaikh as the Members.

During the financial year 2016-2017, two meetings of Nomination and Remuneration Committee was held on 22^nd June, 2016 and 09^th February, 2017.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is entrusted with the responsibility of redressing the shareholders’/ investors’ complaints with respect to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The Stakeholders Relationship Committee comprises of Mr. Mohan Krishnamoorthy as the Chairman and Mr. Ravindra Deshpande and Mrs. Uniza Shaikh as the Members.

Risk Management Committee

The Risk Management Committee of the company comprises of Mr. Rajesh R. Gupta as the Chairman and Mr. Mohan Krishnamoorthy, Mr. Ravindra Deshpande and Mrs. Uniza Shaikh as the Members.

Risk Management Policy

The Risk Management policy is formulated and implemented by the company in compliance with the provisions of the new Companies Act, 2013. The policy helps to identify the various elements of risks faced by the company, which in the opinion of the Board threatens the existence of the Company. The Risk Management Policy as approved by the Board is uploaded on the company’s website at the web link: http:// www.sgtl.in/policies.html.

Remuneration Policy

The Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and independence of a director.

The Nomination and Remuneration policy as approved by the Board is uploaded on the company’s website at the web link: http://www.sgtl.in/policies.html.

Whistle Blower Policy & Vigil Mechanism

The Company has formulated Whistle Blower Policy & established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mr. Rajesh R. Gupta, Chairman and Managing Director of the company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is uploaded on the company’s website at the web link: http://www.sgtl.in/policies.html.

Policy for Determination of Materiality of an Event or Information

In pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has adopted this policy for determination of materiality based events on the criteria mentioned in the said regulation and that the information has been and is being promptly forwarded to the stock exchange.

Policy on Preservation of Documents In pursuant to Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted the policy on preservation of the documents.

Familiarization Programme

The Company has put in place familiarization programme for all its Directors including the Independent Directors. The details of Familiarization Programme are provided in the Corporate Governance Report and is also available on the website of the Company at the weblink http://www.sgtl.in/ policies.html.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed hereto marked as “Annexure C” and forms part of this report.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013, Rules made there under and subject to approval of the members of the company at the Annual General Meeting, the Board of Directors on the recommendation of the Audit Committee appointed M/s Todarwal & Todarwal, Chartered Accountants (ICAI Registration No: 111009W), as the Statutory Auditors of the company for the period of five financial years commencing from 1^st April, 2016 to 31st March, 2021. The Board based on the recommendation of the Audit Committee, recommends the ratification of the appointment of M/s Todarwal & Todarwal, Chartered Accountants (ICAI Registration No: 111009W), as the Statutory Auditors. The members are thus requested to ratify the appointment of aforesaid Statutory Auditors for the next financial year 2017-2018 at the ensuing Annual General Meeting.

The Auditors’ Report for the financial year 2016-17 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statement in this Annual Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. K. C Nevatia of K. C Nevatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2016-17. The

Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed hereto marked as “Annexure D” and forms part of this Report.

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

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, in accordance with provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is not required since the Company is not a manufacturing Company.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return for the Financial Year 2016

17 is enclosed with this report pursuant to section 92 (3) of the Companies Act, 2013 as a “Annexure E” and forms part of this report.

GENERAL DISCLOSURE

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

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

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

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

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board

Date : 26^th May, 2017 Rajesh R. Gupta

Place : Mumbai Chairman & Managing Director

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Mar 31, 2016

Dear Members,

The Directors are pleased to present the Company’s Thirtieth Annual Report and the Company’s audited financial statement for the financial year ended 31^st March, 2016.

FINANCIAL RESULTS

The Company’s financial performance, for the year ended 31^st March, 2016 is summarized below:

(Rs. in Lakhs)

	Standalone		Consolidated
Particulars	Current Year	Previous Year	Current Year	Previous Year
	2015-16	2014-15	2015-16	2014-15
Sales ( Net )	13,195.30	29,358.61	13,195.30	29,358.61
Other Income	153.33	21.25	153.33	21.25
Total Income :	13,348.63	29,379.86	13,348.63	29,379.86
Profit before Interest, Depreciation &	(349.70)	80.95	(349.70)	80.95
Tax
Less : Finance Cost	148.47	35.27	148.47	35.27
Depreciation	0.50	0.16	0.50	0.16
Profit/(Loss) before tax	(498.67)	45.52	(498.67)	45.52
Less : Current Tax		4.80		4.80
Taxation of Earlier Years	34.61		34.61
Add: Share in profit of Subsidiary’s
Associate Company			281.36	226.07
Net Profit/ (Loss) after Tax	(533.28)	40.72	(251.93)	266.79

OPERATIONS AND OVERALL PERFORMANCE

On Standalone Basis

The Company has a net loss of Rs.533.28 Lakhs for the year under review as against Rs.40.72 Lakhs profit in the last year. The total Income of the Company was Rs.13,348.63 Lakhs as against Rs.29,379.86 Lakhs during the last year.

On Consolidated Basis

The Company has consolidated net loss of Rs.251.93 Lakhs for the year under review as against Rs.266.79 Lakhs consolidated net profit during the last year. The total consolidated income of the Company was Rs.13,348.63 Lakhs for the year under review as against Rs.29,379.86 Lakhs during the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is Trading in Iron & Steel products and Investment in securities. The Management discussions and analysis is given hereunder:-

a) Industry structure and development: Company is engaged in trading activity primarily having vast potential & now being getting attention of the organized sector.

b) Opportunities and threats: Sustained economic growth in the country may affect the business of the Company and sector overall. However, the Company is taking proper steps to mitigate the business risk.

c) Segment-wise performance: The Company is operating on only one broad segment and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The outlook for 2016-2017 has to be viewed in the context overall economic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiating adequate step.

f) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head ‘Financial Highlights and Operations and Overall Performance’ in the current year.

h) Human resources and industrial relations: During the year under review the Employee/Industrial relations remained cordial.

i) Cautionary Statement: The Management Discussions and Analysis describe Company’s projections, expectations or predictions and are forward looking statements’ within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

DIVIDEND

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the year ended 31^st March, 2016.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2016 we have 5 associate companies, a list of which is given in note no. 24 to the financial statement. Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the names of the companies which have become or ceased to be the associate companies during the year are provided below.

Sr.	Companies which became associates during
No.	the year under review
Nil

Sr. No.	Companies which ceased to be associates during the year under review
1	Gopani Iron & Power (I) Pvt Ltd.
2	Usha Building Materials Pvt Ltd.

In accordance with section 129(3) we have prepared consolidated financial statements of the Company and all its associates. Further, a statement containing salient features of the financial statement of our associates in the prescribed format AOC-1 is appended as “Annexure A” to the Board’s Report.

INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

RESERVES

The Company did not propose to transfer any amount to any reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments 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 this report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there are no changes in the nature of the business of the company.

INTERNAL FINANCIAL CONTROLS

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

DIRECTORS’ RESPONSIBILITY STATEMENT Your Directors state that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

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 and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the profit & loss of the Company for the year ended on that date;

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 for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a ‘going concern’ 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 are operating effectively; 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.

BOARD MEETINGS

Eight meetings of the Board of Directors were held during the Financial Year 2015-16 on 27^th May, 2015, 8^th June, 2015, 12^th August, 2015, 25^th August, 2015, 31^st October, 2015, 30^th January, 2016, 12^th February, 2016 and 09^th March, 2016. In respect of such meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. RAVINDRA DESHPANDE (DIN 01003990)

Mr. Ravindra Deshpande resigned as a Director w.e.f 26^th May, 2015 and was re-appointed on 8^th June, 2015 as “Additional Non Executive Director” liable to retire by rotation.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Ravindra Deshpande (DIN 01003990), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of Companies Act, 2013.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors had, in accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, met separately and discussed and reviewed, interalia, the performance of Non Independent Directors and the Board as a whole after taking into consideration the views of Executive and Non- Executive Directors.

PERFORMANCE EVALUATION OF THE DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Individual Directors and the Board.

The framework of performance evaluation of the Independent Directors captures the following points:

A. Key attributes of the Independent Directors that justify his / her extension / continuation on the Board of the Company;

B. Participation of the Directors in the Board proceedings and his / her effectiveness;

The evaluation was carried out by means of the replies given / observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto marked as “Annexure B” and forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

Investments

During the year under review, the Company has made following investments in accordance with the provisions of section 186 of Companies Act, 2013.

Sr. No	Particulars	Face Value	No. of Shares/ Securities
1.	Ushdev International Limited	10	5,25,000

Security/ Guarantee

The Company has renewed the collateral security on its pledge of 1,98,00,000 shares of Uttam Value Steels Limited held by Company to secure the renewed/modified Credit Facilities sanctioned to M/s Uttam Galva Steels Limited.

Loans

The Company has not given any loan during the year under review.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

The Company did not enter into any transactions or arrangements or contracts with any of the related party during the financial year ended 31^st March, 2016 pursuant to section 188 of the Companies Act, 2013.

COMMITTEES AND POLICIES

Audit Committee

The Audit Committee was reconstituted at the Board Meeting held on 8^th June, 2015, due to the appointment of Mr. Ravindra Deshpande, as the Director of the Company. Presently, the Committee comprises of Mr. Mohan Krishnamoorthy as the Chairman and Mr. Ravindra Deshpande and Mrs. Uniza Shaikh as the Members.

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors. More details on the committee are given in the Corporate Governance Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was reconstituted at the Board Meeting held on 8^th June, 2015, due to the appointment of Mr. Ravindra Deshpande, as the Director of the Company. Presently, the Committee comprises of Mr. Mohan Krishnamoorthy as the Chairman and Mr. Ravindra Deshpande and Mrs. Uniza Shaikh as the Members.

During the financial year 2015-2016, one meeting of Nomination and Remuneration Committee was held on 8^th June, 2015.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is entrusted with the responsibility of redressing the shareholders’/ investors’ complaints with respect to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The Stakeholders Relationship Committee was reconstituted at the Board Meeting held on 8^th June, 2015, due to the appointment of Mr. Ravindra Deshpande, as the Director of the Company. Presently, the Committee comprises of Mr. Mohan Krishnamoorthy as the Chairman and Mr. Ravindra Deshpande and Mrs. Uniza Shaikh as the Members.

Risk Management Committee

The Risk Management Committee was reconstituted at the Board Meeting held on 8^th June, 2015, due to the appointment of Mr. Ravindra Deshpande, as the Director of the Company. Presently, the Risk Management Committee of the company comprises of Mr. Rajesh R. Gupta as the Chairman and Mr. Mohan Krishnamoorthy, Mr. Ravindra Deshpande and Mrs. Uniza Shaikh as the Members.

Risk Management Policy

The Risk Management policy is formulated and implemented by the company in compliance with the provisions of the Companies Act, 2013. The policy helps to identify the various elements of risks faced by the company, which in the opinion of the Board threatens the existence of the Company. The Risk Management Policy as approved by the Board is uploaded on the company’s website at the web link: http://www.sgtl.in/ policies.html.

Remuneration Policy

The Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and independence of a director.

The Nomination and Remuneration policy as approved by the Board is uploaded on the company’s website at the web link: http://www.sgtl.in/policies.html.

Whistle Blower Policy & Vigil Mechanism

The Company has formulated Whistle Blower Policy & established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mr. Rajesh R. Gupta, Chairman and Managing Director of the company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is uploaded on the company’s website at the web link: http://www.sgtl.in/policies.html.

Policy for Determination of Materiality of an Event or Information

In pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the company has adopted this policy for determination of materiality based events on the criteria mentioned in the said regulation and that the information has been and is being promptly forwarded to the stock exchange.

Policy on Preservation of Documents

In pursuant to Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Company has adopted the policy on preservation of the documents.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under erstwhile Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are complied with. The report on Corporate Governance as stipulated under erstwhile Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed hereto marked as “Annexure C” and forms part of this report.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditor

The Auditors’ Report for the financial year 2015-16 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statement in this Annual Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. K. C Nevatia of K. C Nevatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed hereto marked as “Annexure D” and forms part of this Report.

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

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, in accordance with provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is not required since the Company is not a manufacturing Company.

LISTING AGREEMENT WITH STOCK EXCHANGE

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which were notified on 2^nd September, 2015, a new listing agreement was executed with BSE Limited on 7^th December, 2015.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return for the Financial Year 201516 is enclosed with this report pursuant to section 92 (3) of the Companies Act, 2013 as a “Annexure E” and forms part of this report.

GENERAL DISCLOSURE

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

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

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

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

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

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board

Date : 30^th May, 2016 Rajesh R. Gupta

Place : Mumbai Chairman & Managing Director

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Mar 31, 2015

The Directors submit 29th Annual Report of Shree Global Tradefn Limited (the "Company" or "SGTL") along with the Audited Financial Statements for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

Current Year Previous Year

2014-15 2013-14

Sales ( Net ) 29358.61 -

Other Income 21.25 254.13

Total Income : 29379.86 254.13

Profit before Interest, 80.95 85.75 Depreciation & Tax

Less : Finance Cost 35.27 -

Depreciation 0.16 0.36

Profit /(Loss) before tax 45.52 85.39

Less : Tax Provision 4.80 10.00

Net Profit / (Loss) after Tax 40.72 75.39

OPERATIONS & OVERALL PERFORMANCE

The Company has achieved a net Profit of Rs. 40.72 Lacs for the year under review as against Rs. 75.39 Lacs in the last year. The total income of the Company is Rs. 29379.86 Lacs as against Rs. 254.13 Lacs during the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is trading in Iron and Steel products and Investment in Securities. In terms of Clause 49 of Listing Agreement, the Management discussions and analysis is given hereunder:-

a) Industry structure and development: Company is engaged in trading activity primarily having vast potential & now being getting attention of the organised sector.

b) Opportunities and threats: Sustained economic growth in the country may affect the business of the Company and sector overall. However, the Company is taking proper steps to mitigate the business risk.

c) Segment-wise performance: The Company is operating on only one broad segment and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The outlook for 2015-2016 has to be viewed in the context of overall economic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiating adequate step to mitigate it.

f) Internal control system: The Company maintains adequate internal control systems, which provides adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head 'Financial Highlights and Operations and Overall Performance' in the current year.

h) Human resources and industrial relations: During the year under review the Employee/Industrial relations remained cordial.

i) Cautionary Statement: The Management Discussions and Analysis describe Company's projections, expectations or predictions and are forward looking statements' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

INVESTOR SERVICES

The Company and its Registrar, M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondences in terms of SEBI's directions, endeavoured their best to service the Investors satisfactorily.

DIVIDEND

The directors have not recommended any dividend for the year ended 31st March, 2015 to conserve the resources in long run.

TRANSFER TO RESERVES

The Company did not propose to transfer any amount to any reserves.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate it's Financial Statements for the year ended 31st March, 2015 as Company do not have any subsidiary.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there are no changes in the nature of the business of the company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments 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 this report.

INTERNAL FINANCIAL CONTROL SYSTEM

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received, confirm that –

1. In the preparation of the annual accounts for the Financial Year 2014-15, the applicable Accounting Standards have been followed and that there are no material departures from the same;

2. They have, in the selection of the Accounting Policies, consulted the Statutory Auditors and have 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 Profit of the Company for that period;

3. They have taken proper and sufficient care to the best of their knowledge and ability 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;

4. They have prepared the annual accounts on a going concern basis.

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

6. They have devised proper systems to ensure compliances with the provision of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF BOARD MEETINGS

The Board of Directors met 10 (Ten) times in the year 2014- 15. The details of the Board meetings held are as under:

Quarter No. of Date of

Board Board

meetings Meetings

1st April, 2014 to 30th June, 2014 3 28.04.2014,

10.05.2014, 27.05.2014

1st July, 2014 to 30th September, 3 03.07.2014,

2014 09.08.2014,

27.09.2014

1st October, 2014 to 31st 2 08.11.2014,

December, 2014 27.12.2014

1st January, 2015 to 31st March, 2 11.02.2015,

2015 04.03.2015

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT

1. Mr. Rajesh Gupta (DIN 00028379)

Mr. Rajesh Gupta who was holding the position of the Chairman and WTD of the company since 1st May, 2014, was appointed as Chairman and Managing director w.e.f 14th January, 2015, for a period of three years.

2. Mr. Shashi Nair (DIN 00056445)

Mr. Shashi Nair stepped down as the Executive Manager of the company due to his preoccupancy with other assignments and he was redesignated as the Non executive independent director of the company with effect from 1st April, 2014.

INDEPENDENT DIRECTORS

In accordance with the provisions of section 149 of the Companies Act, 2013 & revised clause 49 of the listing agreement, the Board of Directors appointed Mr. N. K. Mohan (DIN 02542406), Mr. Ravindra Anant Deshpande (DIN 01003990) & Mrs. Uniza Shaikh (DIN 06975961) as the Independent directors of the company for the fixed term

of fve years starting from 14th January, 2015. Subsequently the shareholders approved their appointment by giving their consent through postal ballot, the result of which was declared on 14th January, 2015. The profle of Independent directors forms part of the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

1. Mr. Jaikishan Sarda

Pursuant to section 203 of the Companies Act, 2013 the Board appointed Mr. Jaikishan Sarda as the Chief Financial officer of the company w.e.f 9th August, 2014. He has a vast experience of more than 41 years in the field of finance and accounts. He has been associated with the Company since 1990, looking after the entire accounts and financial functions of the company.

2. Mr. Jitendra K. Sharma

The Board appointed Mr. Jitendra K. Sharma as the company secretary of the company w.e.f 1st January, 2015, to fill in the vacancy caused by the resignation of Mrs. R.Rajalakshmi.

CESSATION/RESIGNATION

1. Mr. Shashi Nair (DIN 00056445) resigned as a director of the company w.e.f 14th October, 2014. The Board places on record its sincere appreciation for his valuable guidance & contribution to the company.

2. Mr. Y. S. Vasudevan (DIN 02278644) resigned as a director of the company w.e.f 30th November, 2014. The Board places on record its sincere appreciation for his valuable guidance & contribution to the company.

3. Mrs. R.Rajalakshmi resigned as the company secretary of the company w.e.f 30th November, 2014. The Board places on record its sincere appreciation for her valuable guidance & contribution to the company.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Rajesh Gupta (DIN 00028379) will retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 and revised clause 49 of the listing agreement, stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto marked as Annexure "B" and forms part of this report.

DEPOSITS

The Company has not accepted any Deposits covered under Chapter V of Companies Act, 2013, from the members or the general Public during the year under review and as such no amount on account of principal or interest on the deposits was outstanding as on the date of the Balance sheet.

SHARE CAPITAL

1. Offer for Sale

During the year under review, the Board passed the resolution at the meeting held on 10.05.2014 to consider and approve Offer for Sale (OFS). The Company received the letters from the promoter group on 29.04.2014 with respect to Offer for Sale (OFS). Mrs. Abha M. Gupta, Mrs. Chitralekha R. Gupta and Mrs. Renu R. Gupta belonging to the Promoter and Promoter group entity of the Company made an Offer for Sale (OFS) of their collective share holding aggregating to 1,37,81,523 (6.59%) equity shares ('Shares') of the face value of Rs.5/- each, through the Stock Exchange mechanism in accordance with SEBI circular no. CIR/MRD/DP/18/2012 dated July 18, 2012 and further amendments vide circular no. CIR/MRD/ DP/04/2013 dated January 25, 2013 and SEBI Circular no. CIR/MRD/DP/17/2013 dated May 30, 2013 and also in compliance with SEBI letter No. CFD/DIL/SK/SGS/ OW/8870/2014 dated March 24, 2014. Rs. 30/- (Rupees Thirty Only) per equity shares was the Floor Price of the Company.

2. Preferential allotment

During the year under review, the company allotted 1,90,00,000 [One Crore Ninety Lacs] Convertible Warrants to M/s. Pragya Realty Developers Private Limited (Non Promoter) on preferential basis at a Subscription Price of Rs. 9/- per warrant, thereby entitling the holder of the warrants to exercise an option to subscribe to 1,90,00,000 Equity Shares of the Company (having a face value of Rs. 5/- each) at an exercise price of Rs. 27/- per share (Effective price being Rs. 36/- per equity share i.e. at a premium of Rs. 31/- per equity share). These convertible warrants as on March 31st, 2015 represent the 1,90,00,000 equity shares of Rs. 5/- each which have been duly converted into equity shares pursuant to exercise of option by the M/s. Pragya Realty Developers Private Limited.

ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

With the coming into force of the Companies Act, 2013 several articles of the Articles of Association of the Company required alteration / deletions. The Companies Act, 2013 also states that the Articles of Association of the company shall be in the specified format applicable to the respective company. Given this position, it was necessary to wholly replace the existing Articles of Association by a new set of Articles. Thus the Company has adopted and approved the new set of articles incorporating the provisions of Companies Act, 2013, in place of existing Articles of Association of the company through postal ballot and result of the same was declared on 14th January, 2015.

PERFORMANCE EVALUATION POLICY

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board. The framework of performance evaluation of the Independent Directors captures the following points:

A. Key attributes of the Independent Directors that justify his/ her extension/continuation on the Board of the Company;

B. Participation of the Directors in the Board proceedings and his/ her effectiveness;

The evaluation was carried out by means of the replies given/ observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

The Performance Evaluation Policy as approved by the Board is uploaded on the company's website at the web link: http://www.sgtl.in/policies.html

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEE AND SECURITIES PROVIDED

During the year under review, the company has made following investments in accordance with the provisions of section 186 of Companies Act, 2013

Sr. Particulars Face No. of No Value shares/ securities

1 Purchase of equity shares 10 1,23,379 of Supreme Holding & Hospitality (I) Limited

2 Purchase of equity shares 10 2640 of Indrajit Properties Private Limited

Further the Company has made 75% Investment in Genelec Developers LLP by contributing Rs 3,75,000/-.

The company, by passing special resolution fixed a limit of Rs 2500 crores for making investments, giving loans to any person or other body corporate, giving any guarantee or providing any security in connection with any loan to any person or other body corporate and acquiring by way of subscription, purchase or otherwise the securities of any other body corporate.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All the Transactions entered with Related Parties for the year under review are strictly done on arm's length basis and in the ordinary course of business. The Company presents full details of transactions of all related party before the Audit Committee, specifying the nature, value and terms & conditions of the transactions. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority.

The company has not entered into any materially significant related party transactions.

Particulars of Related Party Transactions made pursuant to Section 188 of the Companies Act, 2013 are provided in Note 24 to the Financial Statement. The Company, by passing a Special Resolution through Postal Ballot on 14th January, 2015, has received consent from the members of the Company to enter into the contracts, agreements with related parties as defined under the Act.

The Related Party Transactions policy as approved by the Board is uploaded on the company's website at the web link:

http://www.sgtl.in/policies.html

CORPORATE GOVERNANCE

Pursuant to the revised Clause 49 of the Listing Agreement, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.-As Per Annexure 'D'.

POLICIES AND COMMITTEES AUDIT COMMITTEE

The Audit Committee of the company was reconstituted on 27th September, 2014 in terms of Companies Act, 2013 and revised clause 49 of the Listing Agreement. The Committee comprises of Mr. Ravindra Anant Deshpande as the Chairman, and Mr. N.K.Mohan and Mrs. Uniza Shaikh as the Members.

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

More details on the committee are given in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Remuneration Committee of the company was reconstituted and renamed as "Nomination and Remuneration Committee" on 27th September, 2014 in terms of Companies Act, 2013 and revised clause 49 of the Listing Agreement. The Committee comprises of Mr. N.K.Mohan as the Chairman, and Mrs. Uniza Shaikh and Mr. Ravindra Anant Deshpande as the members.

More details on the committee are given in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the company was constituted on 27th September, 2014 in terms of Companies Act, 2013 and revised clause 49 of the Listing Agreement. The Committee comprises of Mr. N.K.Mohan as the Chairman, and Mrs. Uniza Shaikh and Mr. Ravindra Anant Deshpande as the members.

More details on the committee are given in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee of the company was constituted on 8th November, 2014 in terms of revised clause 49 of the listing agreement. The Committee comprises of Mr. Rajesh Gupta as the Chairman, and Mr. N.K.Mohan, Mrs. Uniza Shaikh and Mr. Ravindra Anant Deshpande as the members.

More details on the committee are given in the Corporate Governance Report.

CSR POLICY (CORPORATE SOCIAL RESPONSIBILITY POLICY)

Corporate Social Responsibility Policy is not applicable to the Company. Hence no CSR Committee is formed.

REMUNERATION POLICY

The Nomination and Remuneration Committee has formulated and implemented "Remuneration policy" in compliance with section 178 of the companies act, 2013 read with applicable rules thereto and revised clause 49 of the Listing Agreement. The policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and independence of a director.

The Remuneration policy as approved by the Board is uploaded on the company's website at the web link: http:// www.sgtl.in/policies.html RISK MANAGEMENT POLICY

The Risk Management policy is formulated and implemented by the company in compliance with the provisions of the new Companies Act, 2013 and revised Listing Agreement. The policy helps to identify the various elements of risks faced by the company, which in the opinion of the Board threatens the existence of the Company.

The Risk Management Policy as approved by the Board is uploaded on the company's website at the web link: http:// www.sgtl.in/policies.html

WHISTLE BLOWER POLICY & VIGIL MECHANISM

Pursuant to Section 177 (9) of the Companies Act, 2013 and revised clause 49 of the Listing Agreement, the Company has formulated Whistle Blower Policy & established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behaviour, actual or suspected fraud and violation of the Company's code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mr. Rajesh Gupta, Chairman and Managing Director of the company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Whistle Blower Policy & Policy on Vigil Mechanism as approved by the Board is uploaded on the company's website at the web link: http://www.sgtl.in/policies.html

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed Mr. K. C Nevatia of K. C. Nevatia & Associates, a frm of Company Secretaries in Practice, to carry out Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2014-15. The Report of the Secretarial Auditor is annexed to this report as "Annexure C".

The report states that the provisions of section 152(6)(a) and 152(6)(c) were not complied.

As regards non compliance with the provisions of section 152(6)(a) and 152(6)(c) of Companies Act, 2013 as specified in the Secretarial Audit report, the Board would like to state that the company is in process to comply with the provisions of section 152(6)(a) and 152(6)(c) of Companies Act, 2013.

AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, Rules made thereunder and subject to approval of the members of the company at the Annual General Meeting, the Board of Directors on the recommendation of the Audit Committee appointed M/s Ashok S. Jain & Co. Chartered Accountants (Firm Registration No. 111791W), as the Statutory Auditors of the company for the period of three financial years commencing from 1st April, 2014 to 31st March, 2017. The Board based on the recommendation of the Audit Committee, recommends the ratification of the appointment of M/s Ashok S. Jain & Co. Chartered Accountants (Firm Registration No. 111791W), as the statutory auditors. The members are thus requested to ratify the appointment of aforesaid statutory Auditors for the next financial year 2015-2016 at the ensuing Annual General Meeting.

AUDITORS REPORT

There are no qualifications, reservations, or adverse remarks made by the statutory auditors in their report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

Your Directors state that during the year under review, there were no cases fled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ANNUAL RETURN

The Extract of the Annual Return (Form MGT-9) for the Financial Year 2014-15 is enclosed with this report pursuant to section 92 (3) of the Companies Act, 2013 as a "Annexure A".

PAYMENT OF ANNUAL LISTING FEES

Shares of the company are presently listed at BSE Ltd (Bombay Stock Exchange Limited), P.J.Towers, Dalal Street, Mumbai and the Company has paid listing fee upto March 31st, 2016 in respect of above to the stock exchange.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations

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

Information in accordance with provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is not required since the Company is not a manufacturing Company.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board

Dated: 27/05/2015 Rajesh Gupta

Place: Mumbai Chairman

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Mar 31, 2014

Dear Members,

The Directors present the Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Current Year Previous Year 2013-2014 2012-2013

Sales : - 8078.38

Other Income 254.13 1088.32

Total Income : 254.13 9166.70

Profit/ (Loss) before Interest, 85.75 1119.07 depreciation & Tax

Less : Finance Cost - 908.38

Depreciation 0.36 1.09

Profit/ (Loss) before Tax 85.39 209.60

Less : Income tax earlier years - 20.88

Current Tax 10.00 47.00

Net Profit/(Loss) after Tax 75.39 141.72

DIVIDEND

Your Directors have not recommended any dividend for the year ended 31st March, 2014 to conserve the resources in long run.

OPERATIONS & OVERALL PERFORMANCE

The Company has achieved a net Profit of Rs. 75.39 Lacs for the year under review as against Rs. 141.72 Lacs in the last year. The total Income of the Company was Rs. 254.13 lacs as against Rs. 9166.70 Lacs during the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is Trading in Iron & Steel products. The Management discussions and analysis is given hereunder:- a) Industry structure and development: Company is engaged in trading activity primarily having vast potential & now being getting attention of the organised sector.

b) Opportunities and threats: Sustained economic growth in the country may affect the business of the Company and sector overall. However, the Company is taking proper steps to mitigate the business risk.

c) Segment-wise performance: The Company is operating on only one broad segment and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The outlook for 2014-2015 has to be viewed in the context overall economic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiating adequate step.

f) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head ''Financial Highlights and Operations and Overall Performance'' in the current year.

h) Human resources and industrial relations: During the year under review the Employee/Industrial relations remained cordial.

i) Cautionary Statement: The Management Discussions and Analysis describe Company''s projections, expectations or predictions and are forward looking statements'' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

INVESTOR SERVICES

The Company and its Registrars M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavoured their best to service the Investors satisfactorily.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS

During the year under review, Shri Babulal Agarwal has resigned from the post of Director w.e.f. 15.03.2014 and Shri Rajesh Gupta was appointed as Whole Time Director of the Company w.e.f. 01.05.2014 for a period of three years subject to approval of the members at their ensuing Annual General Meeting of the Company.

The Board hereby places it''s sincere appreciation for valuable guidance and contribution made by Shri Babulal Agarwal as a member of Board / Committee during his tenure as Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31st March, 2014, 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 were 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 Profit or loss of the Company for the year under review.

3. The Directors have taken proper and suffcient 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;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised clause 49 of the Listing Agreement your company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with.

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditor''s Certifcate on its compliance.

AUDITORS & AUDITORS'' REPORT

The members are requested to appoint M/s Ashok S. Jain & Co., Chartered Accountants as Statutory Auditors for the financial year from 2014-15 to 2016-17 and fix their remuneration.

PARTICULARS OF EMPLOYEES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended by MCA vide i''ts Circular No. 23/2011 dated 03.05.2011

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

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required since the Company is not a manufacturing Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banks, Government Authorities during the year under review. The Directors wish to place on record their deep sense of appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledges their contribution.

For and on behalf of the Board of Directors

Place: Mumbai Rajesh Gupta

Dated: 3rd July, 2014 Chairman

---

Mar 31, 2013

The Directors present the Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)

Current Year Previous Year 2012-2013 2011-2012

Sales : 8078.38 99302.76

Other Income 1088.32 331.17

Total Income : 9166.70 99633.93

Profit/ (Loss) before Interest, depreciation & Tax 1119.86 2679.85

Less : Finance Cost 909.17 2532.24

Depreciation 1.09 7.31

Profit/ (Loss) before Tax 209.60 140.30

Less : Income tax earlier years (20.88) 0.00

Current Tax (47.00) (22.00)

Net Profit/(Loss) after Tax 141.72 118.30

DIVIDEND

Your Directors have not recommended any dividend for the year ended 31s1 March, 2013.,to conserve the resources in long run.

OPERATIONS & OVERALL PERFORMANCE The Company has achieved a net profit of Rs. 141.72 Lacs for the year under review as against Rs. 118.30 Lacs in the last year. The total Income of the Company was Rs. 9166.70 lacs as against Rs. 99633.93 Lacs during the last year.

ISSUE OF SHARES

In accordance with the Scheme of Arrangement u/s 391 - 394 of the Companies Act, 1956 between Shree Global Tradefin Ltd. (the Company/ SGTL) and Ragini Trading & Investments Ltd. (RTIL), Parishram Properties Pvt. Ltd. (PPPL) and Pragya Realty Developers Pvt. Ltd.(PRDPL) and their respective shareholders and Creditors (herein after referred as ''the scheme''), which was sanctioned by the Hon''ble High Court, Bombay vide it''s order passed on 9lh March,2012, the Company has allotted 3091093 Equity shares of Rs.5/- each @ Rs. 243/- per share to PRDPL during the year under review.

INVESTOR SERVICES

The Company and its Registrars M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavoured their best to service the Investors satisfactorily.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS

During the year under review, Shri Ravi Agarwal has resigned from the post of Director w.e.f. 27.06.2012 and Shri Babulal Agarwal was appointed as Additional Director of the Company w.e.f. 09.11.2012 subject to approval of the members at their ensuing Annual General Meeting of the Company. The Company has received notice from the member proposing his candidature for the office of the Director.

The Board hereby places it''s sincere appreciation for valuable guidance and contribution made by Shri Ravi Agarwal as a member of Board / Committee during his tenure as Director of the Company.

Shri Y.S.Vasudevan, Director, retires by rotation and being eligible, offers himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31st March, 2013, 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 were 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 profit or loss of the Company for the year under review.

3. 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;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised clause 49 of the Listing Agreement your company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with.

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditor''s Certificate on its compliance.

AUDITORS & AUDITORS'' REPORT

The members are requested to appoint Auditors for the next financial year and fix their remuneration.

PARTICULARS OF EMPLOYEES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended by MCA vide i''ts Circular No. 23/2011 dated 03.05.2011

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

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required since the Company is not a manufacturing Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banks, Government Authorities during the year under review. The Directors wish to place on record their deep sense of appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledges their contribution.

For and on behalf of the Board of Directors

Place: Mumbai N.K.MOHAN

Dated: 28th May, 2013 Chairman

---

Mar 31, 2012

The Directors present the Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Current Year Previous Year 2011-2012 2010-2011

Sales: 99302.76 69932.50

Other Income 331.17 49.08

Total Income : 99633.93 69981.58

Profit/(Loss) before Interest, 141.41 (337.66) depreciation & Tax

Less : Interest (0.00) (0.00)

Profit/(Loss) before 141.41 (337.66) depreciation & Tax

Less: Depreciation 1.11 0.96

Income tax earlier years (0.00) (0.62)

Net Profit/(Loss) after Tax 140.30 (338.00)

DIVIDEND

In view of the inadequacy of profit the Directors have not recommended any Dividend for the year ended 31st March, 2012.

OPERATIONS & OVERALL PERFORMANCE

The Company has achieved a net profit of Rs. 140.30 Lacs for the year under review as against loss of Rs. 338.00 Lacs in the last year. The total Income of the Company was 7 99633.93 Lacs as against Rs. 69981.58 Lacs during the last year.

SCHEME OF ARRANGEMENT

Pursuant to Scheme of Arrangement u/s 391 - 394 of the Companies Act, 1956 between Shree Global Tradefin Ltd. (the Company/ SGTL) and Ragini Trading & Investments Ltd. (RTIL), Parishram Properties Pvt. Ltd. (PPPL) and Pragya Realty Developers Pvt. Ltd.(PRDPL) and their respective shareholders and Creditors (herein after referred as the scheme'), which was sanctioned by the Hon'ble High Court, Bombay vide it's order passed on 9th March,2012, certain specified Assets and Liabilities of the Company as well as RTIL and PPPL were transferred to and vested in the PRDPL and other specified Assets and Liabilities of RTIL and PPPL were transferred to the Company w.e.f. Appointed Date i.e. 1st April,2011. Pursuant to Scheme of Arrangement M/s Pragya Realty Developers Private Limited ceased to be subsidiary of the Company. The Scheme also envisaged reduction of Preference Share Capital of the Company as per Section 100 of the Companies Act, 1956. The Preference Shareholders of the SGTL were allotted Equity shares of PRDPL as a consideration in terms of the scheme.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is Trading. The Management discussions and analysis is given hereunder:-

a) Industry structure and development: Company is engaged in trading activity primarily having vast potential & now being getting attention of the organised sector.

b) Opportunities and threats: High economic growth in the country would offer opportunities and the Company would continuously try to take advantage of opportunities coming its way.

c) Segment-wise performance: The Company is operating on only one broad segment and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The outlook for 2012-2013 has to be viewed in the context overall economic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiating adequate step.

f) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head 'Financial Highlights and Operations and Overall Performance' in the current year.

h) Human resources and' industrialist relations: During the year under review the Employee/Industrial. relations remained contact Number off employees as on 31st March, 2012 was 10.

i) Cautionary Statement: The Management Discussions and Analysis describe Company's projections, expectations or predictions and are forward looking statements' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

INVESTOR SERVICES

The Company and its Registrars M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavoured their best to service the Investors satisfactorily.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS

Shri Ravindra A Deshpande, director, retires by rotation and being eligible, offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31st March, 2012, 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 were 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 profit or loss of the Company for the year under review.

3. 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;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised clause 49 of the Listing Agreement your company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with.

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditor's Certificate on its compliance.

AUDITORS & AUDITORS' REPORT

The members are requested to appoint Auditors for the next financial year and fix their remuneration.

PARTICULARS OF EMPLOYEES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended by MCA vide its Circular No. 23/2011 dated 03.05.2011

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

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required since the Company is not a manufacturing Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banks, Government Authorities during the year under review. The Directors wish to place on record their deep sense of appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledges their contribution.

For and on behalf of the Board of Directors

Place: Mumbai N K Mohan

Dated: 30th May, 2012 Chairman

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Mar 31, 2010

The Directors present the Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS (Rs. In lacs)

Current Year Previous Year

2009-2010 2008-2009

Safes: 3524521 30743.18

Other Income 12035 375.80

Total Income: 35365.56 31118.98

Profit/(Loss) before Interest,

depreciation & Tax 12453 10.34

Less: Interest 0.06

Profit/(Loss) before depreciations Tax 124.47 10.34

Less: Depreciation 051 0.91

Provision lor Fringe Benefit lax - 0.62

Provision for Income tax 0.28 0.65

Net Profif/(Loss)after Tax 123.28 8.16

Profit / (Loss) b/f from previous-year (1321.07) (1329.23)

Balance carried over to Balance sheet (1197.79) (1321.07)



DIVIDEND

In view of the inadequacy of profit the Directors have not recommended any Dividend for the year ended 31s" March, 2010.

OPERATIONS & OVERALL PERFORMANCE

The Company has earned Net profit of Rs. 123.28 Lacs for the year under review as against profit of Rs. 8.16 Lacs in the last year. The total Income of the Company was Rs. 35365.56 lacs as against Rs. 31118.98 Lacs during the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is Trading. The Management discussions and analysis is given hereunder:-

a) Industry structure and development: Company is engaged in trading activity primarily having vast potential & now being getting attention of the organised sector.

b) Opportunities and threats: High economic growth in the country would offer opportunities and the Company would continuously try to take advantage of opportunities coming its way.

c) Segment-wise performance: The Company is operating on only one broad segment and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The outlook for 2010-2011 has to be viewed in the context overall economic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiating adequate step.

f) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head Financial Highlights and Operations and Overall Performance in the current year.

h) Human resources and industrial relations: During the year under review the Employee/Industrial relations remained cordial. Number of employees as on 31" March, 2010 was 11.

i) Cautionary Statement: The Management Discussions and Analysis describe Companys projections, expectations or predictions and are forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

INCREASE IN AUTHORISED CAPITAL, ISSUE AND ALLOTMENT OF SHARES:

The company has increased its authorized share capital to Rs. 7.5 billion to issue Preference Shares to the proposed shareholders, in order to raise resources for general corporate purposes. Accordingly, the Company raised Rs. 3.2 billion by issue of issue of 32 million Non- Cumulative Redeemable Preference Shares (NCRPS) of Rs.100/- each at par on preferential basis.

DIRECTORS

Shri Vasudevan Yelleshwaram retires by rotation and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31s" March, 2010, 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 were 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 profit or loss of the Company for the year under review.

3. 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;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised clause 49 of the Listing Agreement your company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges with which the Company is listed are complied with.

A separate report on Corporate Governance is produced as part of the Annual Report along with the Auditors Certificate on its compliance.

AUDITORS & AUDITORS REPORT

The members are requested to appoint Auditors for the Current year and fix their remuneration.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, none of the employee drawing the remuneration of Rs. 200000/- per month.

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

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required since the Company is not a manufacturing Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banks, Government Authorities during the year under review. The Directors wish to place on record their deep sense of appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledges their contribution.



For and on behalf of the Board of Directors

Place: Mumbai Vasudevan Yelleshwaram

Dated: 29ll, May, 2010 Chairman

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Mar 31, 2003

The Directors present the Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March 2003.

FINANCIAL HIGHLIGHTS

Current Year Previous Year 2002-03 2001-02 Rs. Rs.

Sales : - -

Other Income 3946697.20 322777.00

Total Income : 3946697.20 322777.00

Less : Total Expenditure 6941967.98 8403407.92

Loss before depreciation 2995270.78 8080630.92

Add: Depreciation 87080.00 88852.00

3082350.78 8169492.92

Ad Taxation for earlier years 0.00 1000.00

Loss after Tax 3082350.78 8170492.92

DIVIDEND

In view of the loss the Directors have not recommended any Dividend for the year ended 31st March 2003.

DIRECTORS

During the year Mr R L. Sambhria retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

TOTAL INCOME

The Total income of the Company during the year under review was Rs. 39.45 Lacs as against Rs. 3.22 Lacs for the previous year.

ADEQUACY OF INTERNAL CONTROL

Company has a very effective internal control system covering both accounting and administrative controls.

BALANCE SHEET

Rs. In Lacs

Particulars As at March 31, 2003 As at March 31, 2002

Liabilities

Share Capital 20581.00 20581.00

Loan Fund 4710.45 4835.61

Total Liabilities 25291.45 25416.61

Assets

Net Fixed Assets 214.38 217.67

Investments 18427.19 17642.54

Net Working Capital -6193.42 -5266.96

Misc. Expenditure 26.51 39.40

Profit & Loss A/c 12816.79 12785.96

Total Assets 25291.45 25416.61

SHARE CAPITAL

Companys share capital was at Rs.20581 Lacs during the year.

LOAN FUNDS

Companys Loan fund have been at Rs. 4710.45 Lacs during the year.

INVESTMENTS

Investment during the year remained at Rs.18427.19 Lacs.

OUT LOOK FOR THE 2003-2004

The outlook for 2003-2004 has to be viewed in the context overall economic scenario as well as international capital market etc.

DIRECTORS

Shri R. L. Samb via, Director of your Company, retire by rotation and being eligible, offer himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31st March 2003, 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 judgements and estimates that were 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 profit or loss of the Company for the year under review.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1950 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the amendment to the Listing Agreement your Company has set up an Audit Committee and Investor Grievance Committee. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreement of the Stock Exchanges with which the Company is listed are complied with.

A separate report on Corporate Governance is produced as part of the Annual Report along with the Auditors Certificate on its compliance.

AUDITORS & AUDITORS REPORT

The members are requested to appoint Auditors for the Current year and fix their remuneration.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, none of the employee drawing the remuneration of Rs. 200000/- per month.

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

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required since the Company is not a manufacturing Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banks, Government Authorities, Clients and Suppliers during the year under review. The Directors wish to place on record their deep sense of appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledge their contribution.

For and on behalf of the Board of Directors

Anil Kumar Kamath Director

Place: Mumbai Dated: 30th June 2003