Directors Report of Sarthak Global Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 39^th Annual Report of your Company together with Audited Standalone
Financial Statements and the Auditors’ Report of your Company for the financial year ended March 31,2024.

RESULTS OF OPERATIONS AND STATE OF AFFAIRS

The financial statements of the Company are in accordance with the Indian Accounting Standards - IND AS and as per the
provision of Section 133 of the Companies Act, 2013 (the ‘Act’) read with Companies (Accounts) Rules, 2014 and
amendments thereof. The standalone financial highlights of the Company for the financial year ended 31^st March, 2024 are
summarized below:

(Rs. in Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	406.87	291.33
Other Income	142.58	112.65
Total Income	549.45	403.98
Profit before tax and depreciation	6.69	-1.67
Depreciation	0.72	4.29
Profit before tax	7.41	2.62
Deferred Tax	3.81	-5.21
Current Tax	1.70	2.20
Profit after Taxation	1.89	5.63

During the year under review Revenue from operations and other income of the Company stood at Rs. 549.45 Lacs as
compared to previous year’s figure of Rs. 403.98 Lacs showing increasing trend. Profit/Loss before tax has stood at Rs.
7.41 Lacs as compared to previous year’s figure of Rs. 2.62 Lacs. Profit/Loss after tax stood at Rs. 1.89 Lacs as compared
to previous year’s figure of Rs. 5.63 Lacs.

DIVIDEND

The Board of Directors of the Company decided not to recommend any Dividend on the Equity Shares of the Company for
the financial year ended 31 “ March, 2024.

CHANGE IN NATURE OF BUSINESS

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

AMOUNT TO BE TRANSFERED TO RESERVE

The Board of your Company does not propose to transfer any amount to the General Reserve and has decided to retain the
entire amount of profit for the Financial Year 2023-2024 in the profit and loss account.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.

SHARE CAPITAL

During the year under review there is no change in the Equity Capital Structure of the Company as on 31^s March, 2024. The
brief details of paid up Equity Share Capital of the Company on year end are as follows:

AUTHORIZED CAPITAL:

40.00. 000 Equity Shares of face value of Rs. 10/- each aggregating to Rs. 400.00 Lakhs.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

30.00. 000 Equity Shares of face value of Rs. 10/- each aggregating to Rs. 300.00 Lakhs
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund.

INSURANCE

All properties and insurable interests of the Company have been adequately insured.

PAYMENT OF LISTING FEES

Annual listing fee for the year 2024-2025 has been paid by the Company to BSE Limited where the shares of the Company are
listed. Annual Custody/Issuer fee for the year 2024-2025 has also been paid by the Company to National Securities Depository
Limited and Central Depository Services (India) Limited.

HUMAN RESOURCE MANAGEMENT

Company strongly believes that people are its greatest asset and this has been the focal point of all its Human Resource
Management (HRM) practices. It emphasis on the freedom to express views, competitive pay structure, performance based
reward system and growth opportunities. It has well documented and disseminated employee friendly policies to enhance
transparency, create a sense of team work and trust among employees and align employee interest with organizational strategic
goals.

The Company also provides necessary training to enhance the skills of its employees, as per industry requirements. Your
Company is committed to maintain the highest standards on ethics, learning environment and growth opportunities for all of its
employees.

Employee’s relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the
co-operation extended by all the employees in maintaining cordial relations.

CORPORATE GOVERNANCE REPORT

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and
accountability and is committed to adopting and adhering to best corporate governance practices.

The Listing Regulations (as amended from time to time) has provided exemption under regulation 15(2)(a) from applicability of
Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to
(i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V in respect of listed entity having paid-up capital of
the Company not exceeding Rs. 10.00 Crore and net worth of the Company not exceeding Rs. 25.00 Crore, as on the last day of
previous financial year.

Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a) and therefore, is not required mandatorily
to comply with the said regulations.

The Company therefore is not required to make disclosures in Corporate Governance Report as specified in Para C of Schedule V
to the Listing Regulations.

Hence no Corporate Governance Report is required to be disclosed/attached with Annual Report. It is important to mention that the
Company follows majority of the provisions of the Corporate Governance voluntarily.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In compliance with Regulation 34 (2) (e) of the Listing Regulations, 2015, we refer you to our Management''s Discussion and
Analysis Report (MDA) included in our Annual Report.

DIRECTORS’ RESPONSIBILITIES STATEMENT

Pursuant to Section 134(3)(c)of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm
that:

a) In the preparation of the annual accounts for the financial year ended 31“ March, 2024 the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any;

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

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

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls, which are adequate and are operating effectively;

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

BOARD OF DIRECTORS

Appointment/Re-appointment/Change in Designation/Resignation

Mr. Sunil Gangrade (DIN: 00169221), Director of the Company retires by rotation in accordance with the provisions of the Articles of
Association of the Company and being eligible offer himself for re-appointment.

A resolution seeking Shareholders’ approval for his re-appointment along with other required details forms part of the Notice.

Mr. Naresh Vyas (DIN : 08247948), who was appointed as Non-executive Independent Director of the Company effective for a first
time of five years from 01“ September, 2023 and whose appointment was approved by the member at 38^lh Annual General Meeting
held on 25^nd September, 2023, has resigned from the position of Non-executive Independent director of the Company w.e.f. close of
business hours on 27^nd June, 2024 due to personal and unavoidable circcumstances. the Board of Directors of the Company has
placed on record its appreciation for the valuable contribution and guidance provided by Mr. Naresh Vyas during his tenure.

During the year under review, Mr. Yogender Mohan Sharma (DIN: 03644480) has ceased to be the Non-executive Independent
Director of the Company w.e.f close of business hours on 22^nd December, 2023 due to his advancing age and certain health related
issues. The Board of Directors of the Company has placed on record its appreciation for the valuable contributions and guidance
provided by Mr. Yogender Mohan Sharma during his tenure.

The Board of Directors at its meeting held on 01“ July, 2024 appointed Mr. Ramprakash Verma (DIN: 10688539) as an Additional
cum Independent Director of the Company for a first term of five (5) consecutive years with effect from 01“ July, 2024.

The above-mentioned appointment is subject to approval of the Members at the ensuing AGM of the Company.

In the opinion of the Board, the independent directors appointed during the year possess requisite integrity, expertise, experience
and proficiency.

Details of the proposal for re-appointment of Director are mentioned in the Notice of the Annual General Meeting.

Composition of Board of Directors and Key Managerial Personnel:

During the year under review, there were no changes occurred in the composition of Directors/KMPs of the Company. In
Compliance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act,
2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
reenactment thereof for the time being in force) and SEBI Listing Regulations, 2015, as amended, the Composition of Board of
Directors and Key Managerial Personnel are as follows:

Sr. No.	Name of Director	DIN	Designation
1.	Mr. Sunil Gangrade	00169221	Whole-time Director
2.	Mr. Yogender Mohan Sharma (Resigned w.e.f 22.12.2023)	03644480	Independent Director
3.	Mrs. Swati Sudesh Oturkar	07024890	Non-Executive / Non Independnt Director
4.	Mr. Ritesh Sinvhal	07969340	Independent Director
5.	Mr. Naresh Vyas (Appointed w.e.f 01.09.2023 & Resigned on 27.06.2024)	08247948	Independent Director
6.	Mr. Ramprakash Verma (Appointed w.e.f. 01.07.2024)	10688539	Independent Director

		Monitor and review management perform ance		Oversee the process for compliance with laws and regulations
Key Board Functions for		Oversee the reliability of external communications		Discharge statutory or contractual responsibilities
the Best-in¬ class Practices		Provide oversight on corporate governance pra ctices		Monitor and review the Board evaluation fram ework
		Review the risk management approach		Review the business strategy and operational plans developed by the management

The Board of Directors consist of 1 Executive Director, 2 Independent Non-Executive Directors and 1 Non-Executive Director. As
on 31“ March, 2024 and on the date of this Report, the Board meets the requirement of having at least one women director and not
less than 50% of the Board strength comprising of Non-Executive Directors. The number of Independent Directors is more than
one-third of the total number of Directors.

None of the Directors on the Board:

• holds directorships in more than ten public companies;

• serves as Director or as Independent Directors in more than seven listed entities; and

• who are the Executive Directors serve as independent directors in more than three listed entities.

Necessary disclosures regarding Committee positions in other public companies as on March 31,2024, have been made by the
Directors. None of the Directors are related to other Directors and the Key Managerial Personnel of the Company

The members of the Board of Directors of your Company are expected to possess the required expertise, skill, and experience to
effectively manage and direct your Company so that it can attain its organizational goals. They are expected to be persons with
Vision, Leadership Qualities, a Strategic bent of mind, proven competence, and integrity.

The Company requires skills/expertise/competencies in the areas of Strategy, Finance, Accounting, Economics, legal and
regulatory matters, Sustainability, Operations of the Company’s businesses to efficiently carry on its core businesses of
manufacturing of alloy wheels. All the above required skills/expertise/ competencies are available with the Board.

Each member of the Board of Directors of your Company is expected to ensure that his/her personal interest does not run in conflict
with your Company’s interests. Moreover, each member is expected to use his/her professional judgment to maintain both the
substance and appearance of independence and objectivity.

The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills, experience, expertise, diversity
and independence

DETAILS OF COMPOSITION AND CATEGORY OF DIRECTORS, ATTENDANCE AT THE BOARD MEETINGS, ANNUAL
GENERAL MEETING AND SHAREHOLDING OF EACH DIRECTOR:

Name of the Director	No. of Directorship / Committee Positions held in other Public Limited Companies as on 31.03.2024.			No. of Shares held by NED as on 31.03.2024	Directorship in other listed entities (Category of Directorship) as on 31.03.2024.
	Directorship	Committee Chairmanship1	Committee Membership1
Mr. Sunil Gangrade	—	—	—	N.A.	Nil
# Mr. Yogender Mohan Sharma (Resigned w.e.f 22.12.2023)	—	—	—	Nil	Nil
Mr. Ritesh Sinvhal	—	1	—	Nil	Nil
Mrs. Swati Sudesh Oturkar	—	—	—	Nil	Nil
Mr. Naresh Vyas (Appointed w.e.f 01.09.2023 & Resigned on 27.06.2024)				Nil	Nil
Mr. Ramprakash Verma (Appointed w.e.f. 01.07.2024)	—	—	—	NA	NA

Name of the Director	Date of Board Meeting						Date of Annual General Meeting
	26.05.2023	14.08.2023	29.08.2023	03.11.2023	23.12.2023	06.02.2024	25.09.2023
Mr. Sunil Gangrade	P	P	P	P	P	P	P
Mr. Yogender Mohan Sharma (Resigned w.e.f 22.12.2023)	P	P	P	P	N.A.	N.A.	P
Mr. Ritesh Sinvhal	P	P	P	P	P	P	P
Mrs. Swati Sudesh Oturkar	P	P	P	P	P	P	P
Mr. Naresh Vyas (Appointed w.e.f 01.09.2023 & Resigned on 27.06.2024)	N.A.	N.A.	N.A.	P	P	P	P
Mr. Ramprakash Verma (Appointed w.e.f. 01.07.2024)	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.

Our definition of Independence of Director or Regulations is derived from Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements), 2015 and section 149(6) of the Companies Act, 2013. The Board Comprised of total 4 directors as on 31“ March,
2024 out of them the following directors are Independent Directors;

1. Mr. Naresh Vyas holding DIN 08247948 (Appointed w.e.f01.09.2023 & Resigned on 27.06.2024)

2. Mr. Ritesh Sinvhal holding DIN 07969340
Declaration by Independent Director

Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and
Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have
confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair
or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of
Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. Further, the Independent Directors
have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in
terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the
Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in
the databank of Independent Directors within the statutory timeline. They have also confirmed that they will appear for the online
proficiency test, wherever applicable.

Declaration by directors

During the year, declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013.
Board appraised the same and found that none of the director is disqualified holding office as director.

During FY 2024, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the
Board for its consideration.

Independent Directors’ Meeting

The Independent Directors of the Company met on 27^th February, 2024, pursuant to Schedule IV of the Act and Regulation 25 of
SEBI (Listing Obligations and Disclosure Requirements), 2015, both the Independent Directors were present to inter alia discuss
the following:

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Reviewed the performance of the Chairperson of the Company, taking into account the views of executive directors and non¬
executive directors;

iii. Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.

Key Managerial Personnel

Pursuant to Section 2(51) and Section 203 of the Act read with Rule 8 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, (as amended), following executives have been designated as Key Managerial Personnel

st

Mr. Sunil Gangrade	Whole-Time Director
Mr. Pinkesh Gupta	Chief Financial Officer
Mr. Ankit Joshi	Company Secretary & Compliance officer

There has been no change in the Key Managerial Personnel of the Company during the financial year ended 31^st March, 2024.
LISTING STATUS

The equity shares are listed on BSE Limited. We ensuring continued listing and trading. Our commitment to regulatory compliance
and good governance remains steadfast as we maintain a strong relationship with the stock exchange.

DISCLSOURE RELATED SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

There are no companies which have become or ceased to be subsidiary, joint venture and / or associate of the company during the
financial year 2023-2024.

Further your Company is not a subsidiary, associate or joint venture of any other Company during the period under review.

As required under Regulations 16(1)(c) and 46 of the Listing Regulations, the Board of Directors have approved the Policy for
determining Material Subsidiaries. The details of the policy are available on the Company’s website at
http://www.sarthakglobal.com/upload/investors_file/CTI1617981052.pdf.

MEETINGS OF THE BOARD

During the year, 6 (Six) Board meetings were convened on 26.05.2023; 14.08.2023; 29.08.2023; 03.11.2023; 23.12.2023 and
06.02.2024 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. The
intervening gap between the two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and as
per the SEBI (Listing Obligation & Disclosure) Regulations, 2015.

COMMITTEES OF THE BOARD

In compliance with both the mandatory and non mandatory requirements under the SEBI (Listing Obligations and Disclosure
requirements) Regulations 2015 and as mandated under the provisions of the Companies Act, 2013, the Board has constituted the
following committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders’ Relationship Committee

iv. Risk Management Committee

The elaborated details of Board Committees are as follows:

A. AUDIT COMMITTEE

The Company has an Audit Committee in line with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure
requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

a) Members of Committee:

S. No.	Name of Director	Nature of Directorship	Designation in the Committee	No. of Meeting held/ No. of Meeting attended
1.	Mr. Ritesh Sinvhal	Independent Director	Chairman	4/4
2.	Mr. Sunil Gangrade	Whole-time Director	Member	4/4
3.	Mr. Yogender Mohan Sharma**	Independent Director	Member	3/3
4.	Mr. Naresh Vyas*	Independent Director	Member	2/2
5.	Mr. Ramprakash Verma#	Independent Director	Member	—
6.	Mrs. Swati Sudesh OturkarA	Non-Executive Director	Member	—

*appointed as a member of the Committee w.e.f. December 23, 2023 and ceased to be member of the Committee due to
Resignation w.e.f. June 27, 2024.

**ceased to be a member of the Committee consequent to the completion of his second term as an Independent Director w.e.f.
December 22, 2023.

# appointed as a member of the Committee w.e.f. July 01,2024.

^A appointed as a member of the Committee w.e.f. July 01,2024.

The Audit Committee which met five times during the year 2023-2024, held its meetings on 26.05.2023; 14.08.2023;
03.11.2023; 23.12.2023 and 06.02.2024 and the gap between two meetings did not exceed one hundred and twenty days.

The Company Secretary is the Secretary of the Committee.

Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal
auditors, to be present at its meetings.

b) Brief terms of reference:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;

2. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors’ report thereon before submission to the
board for approval, with particular reference to:

i. Matters required to be included in the directors’ responsibility statement to be included in the board’s report in terms
of clause (c) of sub-section 3 of section 134 of the Act,

ii. Changes, if any, in accounting policies and practices and reasons for the same,

iii. Major accounting entries involving estimates based on the exercise of judgment by management,

iv. Significant adjustments made in the financial statements arising out of audit findings,

v. Compliance with listing and other legal requirements relating to financial statements,

vi. Disclosure of any related party transactions,

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/
prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights
issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Review and monitor the auditors’ independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and
seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of
non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO;

20. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;

21. To review the following information:

i. Management discussion and analysis of financial condition and results of operations;

ii. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

iii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iv. Internal audit reports relating to internal control weaknesses; and

v. The appointment, removal and terms of remuneration of the Chief Internal Auditor.

22. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including
the observations of the auditors and review of financial statement before their submission to the Board and may also
discuss any related issues with the internal and statutory auditors and the management of the Company.

The terms of reference specified by the Board to the audit committee are as contained under Regulation 18 of the SEBI
(Listing Obligations and Disclosure requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

c) Mr. Ritesh Sinvhal, Chairman of the Audit Committee was present in previous Annual General Meeting held on 25^th
September, 2023 to answer member’s queries.

B. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee and the terms of reference meet with the requirements of
Regulation 19 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 and provisions of the
Companies Act, 2013.

a) Member of Committee :

S. No.	Name of Director	Nature of Directorship	Designation in the Committee	No. of Meeting held/ No. of Meeting attended
1.	Mr. Ritesh Sinvhal	Independent Director	Chairman	2/2
2.	Mrs. Swati Sudesh Oturkar	Non-Executive Director	Member	2/2
3.	Mr. Yogender Mohan Sharma**	Independent Director	Member	2/2
4.	Mr. Naresh Vyas*	Independent Director	Member	-
5.	Mr. Ramprakash Verma#	Independent Director	Member	-

‘appointed as a member of the Committee w.e.f. December 23, 2023 and ceased to be member of the Committee due to
Resignation w.e.f. June 27, 2024.

# appointed as a member of the Committee w.e.f. July 01,2024.

“ceased to be a member of the Committee consequent to the completion of his second term as an Independent Director
w.e.f. December 22, 2023.

The Nomination and Remuneration Committee which met only two times during the year 2023-2024, on 14.08.2023 and
23.12.2023.

The previous AGM of the Company was held on September 25, 2023 and was attended by Mr. Ritesh Sinvhal, Chairman of
the NRC

b. Brief terms of reference:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to
the Board of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;

2. formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

3. devising a policy on diversity of Board of Directors;

4. identifying persons who are qualified to become Directors and who may be appointed in Senior management in accordance
with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

5. whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance
evaluation of Independent Director.

6. recommend the Board, all remuneration, in whatever form, payable to Senior management.

7. make recommendations to the Board on the appointment of new Executive and Non-Executive Directors, Key Managerial
Personnel and other employees;

8. review the Board structure, size and composition, having regard to the principles of the Code;

9. assess nominees or candidates for appointment or election to the Board, determining whether or not such nominee has the
requisite qualifications and whether or not he/she is independent;

10. put in place plans for succession, in particular, for the Chairman of the Board and Chief Executive Officer of the Company;

11. make recommendations to the Board for the continuation in services of any Executive Director who has reached the age of 70
(Seventy) years;

12. recommend Directors who are retiring by rotation to be put forward for re-election;

13. decide whether or not a Director is able to and has been adequately carrying out his duties as a Director of the Company,
particularly when he has multiple Board representations;

14. recommend to the Board internal guidelines to address the competing time commitments faced by Directors who serve on
multiple boards;

15. qualifications, positive attributes and independence of a Director; for evaluation of performance of Independent Directors and
the Board of Directors;

16. recommend to the Board a framework of remuneration and specific remuneration packages for all Directors of the Company,
Key Managerial Personnel (KMP) and other Senior Management Personnel;

17. review the service contracts of the Executive Directors;

18. carry out its duties in the manner that it deems expedient, subject always to any regulations or restrictions that may be
imposed upon the NRC by the Board of Directors from time to time;

19. reviewing and enhancing on the compensation structure to incentive performance base for key executives;

20. ensure that the remuneration packages are comparable within the industry and comparable Companies and include a
performance-related element coupled with appropriate and meaningful measures of assessing individual Executive
Director’s performance.

21. facilitate the transparency, accountability and reasonableness of the remuneration of Director and Senior Management
Personnel.

22. recommend to the Board a framework of remuneration for the Directors,

23. all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options and benefits-in-
kind shall be covered by the Nomination and Remuneration Committee.

a. The details relating to remuneration of Directors, as required under SEBI (Listing Obligations and Disclosure requirements)
Regulations, 2015, have been given under a separate heading, viz. ‘Statement of Disclosure of Remuneration’ in this
report.

b. Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration
Committee on the basis of following criteria:

I. Qualification

ii. Experience

iii. Knowledge and Competency

iv. Fulfillment of functions and integrity including adherence to the Code of Conduct and Code of Independent Directors of the
Company, safeguarding of the confidential information and the interest of Whistle Blowers under Vigil Mechanism,
compliance with the policies and disclosure of interest and fulfillment of other obligations imposed by the Law

v. Contribution and Initiative

vi. Availability, attendance, participation and ability to function as a team

vii. Commitment

viii. Independence

ix. Independent views and judgement and Guidance/ support to Management outside board

The search and nomination process for new Directors are through database of Independent Directors, personal
contacts and recommendations of the Director. NRC reviews and assess candidates before making recommendation
to the Board.

NRC also take the lead in identifying, evaluating and selecting suitable candidate for new Directorship. In its search and
selection process, NRC considers factors such as commitment and the ability of the prospective candidate to
contribute to discussions, deliberations and activities of the Board and Board Committees.

C. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted as per the provision of Section 178 of the Companies Act,
2013 and Regulation 20 of the SEBI Listing Regulations. The detailed terms of reference of the Committee are as
under:

1. To consider and resolve the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates etc.;

2. To review measures taken for effective exercise of voting rights by shareholders;

3. To review adherence to the service standards adopted by the Company in respect of various services being
rendered by the Registrar & Share Transfer Agent;

a) Member of Committee :

S. No.	Name of Director	Nature of Directorship	Designation in the Committee	No. of Meeting held/ No. of Meeting attended
1.	Mr. Yogender Mohan Sharma**	Independent Director	Chairman	2/2
2.	Mr. Sunil Gangrade	Whole-time Director	Member	2/2
3.	Mr. Ritesh Sinvhal	Independent Director	Member	2/2
4.	Mr. Naresh Vyas*	Independent Director	Chairman	-
5.	Mr. Ramprakash Verma#	Independent Director	Chairman	-

*appointed as a Chairman of the Committee w.e.f. December 23, 2023 and ceased to be Chairman of the Committee due to
Resignation w.e.f. June 27, 2024.

# appointed as a Chairman of the Committee w.e.f. July 01,2024.

**ceased to be a Chairman of the Committee consequent to the completion of his second term as an Independent Director
w.e.f. December 22, 2023.

The Stakeholders’ Relationship Committee which met two times during the year 2023-2024, on 17.07.2023 and 23.12.2023.

The previous AGM of the Company was held on September 25, 2023 and was attended by Mr. Yogender Mohan Sharma,
Chairman of the Committee.

b) Name and designation of compliance officer: Mr. Ankit Joshi, Company Secretary.

c) No investor complaints were received during the financial year 2023-2024. All valid share transfers, if any received during the
year 2023-2024 have been acted upon by the Company and as on 31 “ March, 2024 there were nil shares pending for transfer.

D. RISK MANAGEMENT COMMITTEE

The Board has constituted the Risk Management Committee in line with the provisions of Regulation 21 of the Listing
Regulations, read with Section 178 of the Companies Act, 2013 and is in due compliance of all the provisions stated therein.

a) Member of Committee :

S. No.	Name of Director	Nature of Directorship	Designation in the Committee	No. of Meeting held/ No. of Meeting attended
1.	Mr. Yogender Mohan Sharma**	Independent Director	Chairman	1/1
2.	Mrs. Swati Sudesh Oturkar	Non-Executive Director	Member	2/2
3.	Mr. Sunil Gangrade	Whole-time Director	Member	2/2
4.	Mr. Naresh Vyas*	Independent Director	Chairman	1/1
5.	Mr. Ramprakash Verma#	Independent Director	Chairman	-

*appointed as a Chairman of the Committee w.e.f. December 23, 2023 and ceased to be Chairman of the Committee due to
Resignation w.e.f. June 27, 2024.

# appointed as a Chairman of the Committee w.e.f. July 01,2024.

**ceased to be a Chairman of the Committee consequent to the completion of his second term as an Independent Director
w.e.f. December 22, 2023.

b) Brief terms of reference:

The terms of reference of the Risk Management Committee include the following:

1. formulate a detailed risk management policy which shall include:

a) A framework for identification of internal and external risks specifically faced by the listed entity, in particular including
financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any
other risk as may be determined by the Committee.

b) Measures for risk mitigation including systems and processes for internal control of identified risks.

c) Business continuity plan.

2. ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with
the business of the Company;

3. monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk
management systems;

4. periodically review the risk management policy, at least once in two years, including by considering the changing industry
dynamics and evolving complexity;

5. keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be
taken;

6. appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk
Management Committee.

c) The Committee met two times during the year on 11.11.2022 and 10.02.2023.

CODE OF CONDUCT

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires Listed Companies to lay down a Code of Conduct for all Board
members and Senior Management, incorporating the duties as laid down in the Companies Act, 2013. The Company has adopted
a Code of Conduct for all Directors and Senior Management of the Company and the same has been hosted on the website of the
Company at http://www.sarthakglobal.com/upload/investors_file/CTM617815744.pdf.

All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the
code of conduct.

PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES

In compliance with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and Guidance note on Board
evaluation issued by SEBI, the Nomination and Remuneration Committee of the Board of Directors of the Company has carried out
a formal annual evaluation of the Board, its committees and individual directors. Further, the Board of Directors have also carried
out the evaluation of the Board as a whole, its committees, Chairman of the Board and all the Individual and Independent Directors
on the Board.

The performance evaluation of the Board and its committees was made after seeking inputs from all the directors of the Company
on the basis of effectiveness of board processes, information and functioning, degree of fulfillment of key responsibilities towards
stakeholders, governance issues, effectiveness of control system in identifying material risks and reporting of material violations of
policies and law, Board/Committees structure, composition and role clarity, experience and competencies, establishment and
delineation of responsibilities to committees, frequency of meetings, circulation of agenda of the meetings, recording of minutes,
adherence to law, Board/Committee culture and dynamics, quality of relationship between Board members and the Management,
efficacy of communication with external stakeholders, etc.

The Board and the Nomination and Remuneration Committee (NRC) of the Company evaluated the performance of individual
directors (including independent directors) based on criteria such as qualifications, experience, knowledge and competency,
fulfillment of functions and integrity including adherence to Code of Conduct and Code of Independent Directors of the Company,
safeguarding of the Confidential information and of interest of Whistle Blowers under Vigil Mechanism, compliance with policies
and disclosures of interest and fulfillment of other obligations imposed by the law, contribution and initiative, availability,
attendance, participation and ability to function as a team, commitment, independence, independent views and judgment and
guidance/support to management outside board, etc.

A statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board Committees has been
made and the criteria for the same is set out in “Annexure C” to this Annual Report.

A separate meeting of the Independent Directors was convened on 27.02.2024, which reviewed the performance of the Board (as a
whole), the non-independent directors and the Chairman and the quality, quantity and timeliness of flow of information between the
Company, Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. Post the
meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and
Remuneration Committee with the Board’s Chairman covering performance of the Board as a whole; performance of the Non¬
Independent Directors.

A separate meeting of the Independent Directors was convened on 27.02.2024, which reviewed the performance of the Board (as a
whole), the non-independent directors and the Chairman and the quality, quantity and timeliness of flow of information between the
Company, Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. Post the
meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and
Remuneration Committee with the Board''s Chairman covering performance of the Board as a whole; performance of the Non¬
Independent Directors.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Company has two tier internal control framework comprising entity level controls and process level controls. The entity level
controls of the Company include elements such as defined code of conduct, whistle blower policy, rigorous management review, MIS
and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and
balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds.
Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the
Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of
Board and its Powers) Rules, 2014, as on March 31,2024, are set out in Notes to the Financial Statements of the Company.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirement) Regulation, 2015 during the financial year were in the ordinary course of business and on an arm''s length
pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. All related party transactions were approved
by the Audit Committee on omnibus basis or otherwise and the Board.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related
party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024 and
hence does not form part of this report.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web-link as
required under SEBI Listing Regulations, 2015 is as under:
http://www.sarthakglobal.com/upload/investors_file/CTI1653297745.pdf.

GENERAL BODY MEETINGS

a) The details of date, time and location of Annual General Meetings (AGM) held in last 3 years and Special Resolutions
passed are as under:

FINANCIAL YEAR	VENUE	DATE & TIME	SPECIAL RESOLUTION PASSED
2022-23	AGM held through Video Conferencing / Other Audio Visual Means. The Registered Office of the Company was the deemed venue for AGM.	25th September, 2023 At 12:30 P.M.	One (1) Special Resolution passed as follows: 1. To appoint Mr. Naresh Vyas (DIN: 08247948) as an Independent Director of the Company for a first term of five consecutive years.
2021-22	AGM held through Video Conferencing / Other Audio Visual Means. The Registered Office of the Company was the	07th September, 2022 At 03:30 P.M.	Two (2) Special Resolution passed as follows: 1. Re-appointment of Mr. Sunil Gangrade, (DIN - 00169221), as Whole-time deemed venue for AGM. Director of the Company and Fixation of Remuneration. 2. To re-appoint Mr. Ritesh Sinvhal (DIN: 07969340) as an Independent Director of the Company for a second term of five consecutive years.
2020-21	AGM held through Video Conferencing / Other Audio Visual Means. The Registered Office of the Company was the deemed venue for AGM.	15th September, 2021 At 03:30 P.M.	One (1) Special Resolution passed as follows: 1. For payment of remuneration to Mr. Sunil Gangrade, (DIN - 00169221) Whole-time Director of the Company for his remaining tenure.

All the special resolution, if any, passed in the last three AGM were passes with the requisite majority.

b) Extra-ordinary General Meeting

During the financial year 2023-24, No Extra Ordinary General Meeting of the Company requisite was held.

c) Postal Ballot

• During the last financial years, no special resolution has been passed through Postal Ballot.

• No Special Resolution at present is proposed to be passed through Postal Ballot.

DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

There have been no material changes and commitments affecting the financial position of the Company since the closure of the
financial year i.e. since 31^st March, 2024. Further, it is hereby confirmed that there has been no change in the nature of business of
the Company.

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

The provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption
do not apply to the Company. Accordingly, these particulars have not been provided.

During the year under review, the foreign exchange outflow was NIL (Previous year - NIL) and the foreign exchange earning was
NIL (Previous year - NIL).

RATIO OF REMUNERATION OF EACH DIRECTOR TO MEDIAN EMPLOYEES’S REMUNERATION AND PARTICULARS OF
EMPLOYEES

Details of remuneration of Directors, KMPs and Employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this report as
“Annexure - A”. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to
the Members and others entitled thereto, excluding the information on employees’ remuneration particulars as required under
Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is
available for inspection by the Members at the Registered Office of your Company during business hours on all working days
(except Saturday) of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may
write to the Company Secretary of the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, the
Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company’s website. The web-
link as required under the Act is as under:

http://www.sarthakglobal.com/upload/investors_file/CTI1626087117.pdf
VIGIL MECHANISM POLICY

The Company’s Board of Directors, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with rule 7 of the
Companies (Meeting of Board and its Powers) Rules, 2014 has framed “Vigil Mechanism Policy” for Directors and Employees
of the Company. The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any
victimization on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any
financial statement and reports and so on.

The same is uploaded on the website of the Company and the web-link as required under SEBI Listing Regulations, 2015 is as
under:

http://www.sarthakglobal.com/assets/pdf/Vigil%20Mechanism_and_Whistle_Blower_Policy Sarthak_Global_Limited.pdf
RISK MANAGEMENT

The management is accountable for the integration of risk management practice into the day to-day activities. The risk
assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are
periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the
Company are adequately insured. No major elements of the risk exist, which in the opinion of the Board may threaten the
existence of the company.

CORPORATE SOCIAL RESPONSIBILITY

For the year under review the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules 2014, are not applicable to the Company and hence the Company has not
constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR
Policy).

AUDITORS AND AUDITORS’ REPORT

A) STATUTORY AUDITOR

M/s. Avinash Agrawal & Co., Chartered Accountants, Indore having firm registration number 022666C resigned from the office of
Statutory Auditor on 03.08.2024 as said auditor’s firm peer review is getting expiring soon and the firm is unable to get the same
renewed.

The Audit Committee of the company recommends the appointment M/s Ashok Kumar Agrawal & Associates, Chartered
Accountants, Indore registered with the Institute of Chartered Accountants of India (ICAI) vide registration number 022522C as the
statutory auditor of the company to the members at the ensuing Annual General Meeting for a first term of 5 consecutive years from
the conclusion of this 39^th Annual General Meeting of the Company till the conclusion of the 44^th Annual General Meeting to be held
for the financial year 2028-2029. Accordingly, a resolution proposing the said appointment forms a part of notice calling ensuing
Annual General Meeting of the Company.

In this regard, the Company has received a certificate from the auditors to the effect that if they satisfy the criteria provided under
Section 141 of the Companies Act, 2013, and that the appointment, if any made, shall be in accordance with applicable provisions
of the Act and rules made there under.

The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.

Further, there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section
(12) of Section 143 of Companies Act, 2013.

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12)
of the Act and the rules made thereunder.

B) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has re¬
appointed M/s. Amit Preeti & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company
for the financial year 2023-24.

Secretarial Audit Report:

Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to undertake a Secretarial Audit and shall
annex with its Board''s Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

Your Company has adopted an ongoing secretarial audit practice throughout the financial year and has placed its periodic
secretarial audit report before the Board. This approach has resulted in detecting areas of improvement early and
strengthened our level of compliance reporting.

The Secretarial Audit Report for the financial year 2023-2024 is annexed herewith as “Annexure B” forming part of this
report.

The comments referred to by the Secretarial Auditors in their Report are self explanatory except the following:

SECRETARIAL AUDITORS COMMENT:

1. The Shareholding of Promoter (s) and Promoters group are not 100% in dematerialized form as required under Regulation
31(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

2. Company has given certain loans without charging any interest as required under Section 186 of the Companies Act, 2013
AND Company has given certain loans by charging interest rate less than the prevailing yield of one year, three year, five year
or ten year government security closest to the tenor of the loan as required under Section 186 of the Companies Act, 2013.

EXPLANATION OF BOARD OF DIRECTORS:

1. The Company has informed to the Promoters for the Dematerialization of their holdings.

2. Company having some business opportunities from some parties therefore loan has been given without interest or lower rate
of interest, due to some other business benefits. Company will charge proper interest in the coming years.

C) COST AUDITOR

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as
amended, Notifications/ Circulars issued by the Ministry of Corporate Affairs from time to time, the company is not falling under
the limits of cost audit requirements.

D) INTERNAL AUDITOR

The Board has appointed M/s. Pramod Garg & Associates (Firm Registration Number: 006256C), as Internal Auditor of the
company for the financial year 2024-2025 and takes his suggestions and recommendations to improve and strengthen the
internal control systems. The Audit Committee reviews adequacy and effectiveness of the Company’s internal control
environment and monitors the implementation of audit recommendations.

RECONCILIATION OF SHARE CAPITAL AUDIT

In line with the requirements stipulated by Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital
Audit is carried out on quarterly basis by a Practicing Company Secretary to confirm that the aggregate number of equity
shares of the Company held in National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited
(CDSL) tally with the total number of issued, paid up, listed and admitted capital of the Company. The report submitted to the
stock exchange inter alia, confirms that the number of shares issued, listed on the stock exchange and that held in demat and
physical mode is in agreement with each other.

Distribution of Equity Shareholding and its pattern as on 31^st March, 2024

Category	Category of Shareholder	No. of Shareholder	No. of Equity Shares	Total shareholding as a percentage of total number of shares
Promoter and Promoter Group
Indian	Promoter	1	4,26,700	14.22
	Promoter Group	14	17,54,900	58.50
	Total (Promoter & Promoter Group)	15	21,81,600	72.72
Public
Institution	--	--	--	—
	Total (Institutions)	--	--	-
Non-Institution	Individuals	454	3,46,846	11.56
	Hindu Undivided Family	6	12,224	0.41
	Bodies Corporate	12	4,59,230	15.31
	Non Resident Indians (NRIs)	1	100	0.00
	Total (Non-Institutions)	473	8,18,400	27.28
	Total (Public)	473	8,18,400	27.28
	Grand Total	488	30,00,000	100.00

Distribution of Equity Shareholding 31^st March, 2024

Shareholding of Nominal Value of Rs. 10/- each	No. of Holders	% of Total Shareholder	No. of Shares held	Nominal Value (In Rs.)	Shareholding %
Up to 5,000	388	79.508	120702	12,07,020	4.023
5,001 - 10,000	32	6.557	25686	2,56,860	0.856
10,001- 20,000	17	3.484	24637	2,46,370	0.821
20,001 - 30,000	12	2.459	29200	2,92,000	0.973
30,001 - 40,000	2	0.410	6700	67,000	0.223
40,001 - 50,000	4	0.820	17500	1,75,000	0.583
50,001- 1,00,000	10	2.049	87360	8,73,600	2.912
1,00,001 and above	23	4.713	2688215	2,68,82,150	89.607
Total	488	100.00	30,00,000	3,00,00,000	100.00

Status of dematerialization of shares

The breakup of the equity shares held in dematerialized and physical form as on March 31,2024 is as follows:

Particulars	No. of Shares	Percent of Equity
NSDL	1,47,443	4.91
CDSL	16,28,957	54.30
Physical	12,23,600	40.79
Total	30,00,000	100.00

PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the code as per SEBI (Prohibition of Insider Trading) Regulations, 2015; The Details of the said
code is available on website of the Company and can be accessed from
http://www.sarthakglobal.com/upload/investors_file/CTM617981264.pdf
COMPLIANCE WITH SECRETARIAL STANDARDS

Your company consistently complies with the Secretarial Standards prescribed by the Institute of Company Secretaries of India
(ICSI) and notified by the Ministry of Corporate Affairs of India. These standards are vital guidelines for ensuring compliance and
governance. Adhering to these standards underscores our commitment to transparency, ethical practices, and effective
stakeholder communication. Our strict adherence reflects our dedication to robust internal processes, accurate disclosures, and
compliance culture, strengthening our governance framework and stakeholder trust
ANNUALRETURN

The Annual Return, as required by Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, and Rule 12(1) of
Companies (Management and Administration) Rules, 2014, is available on our website at this link
http://www.sarthakglobal.com/annual-return.

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

The Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 provides for protection
against sexual harassment of women at workplace and for the prevention and Redressal of complaints of sexual harassment and
for matters connected therewith or incidental thereto.

The Company has framed a Policy on Prevention of Sexual Harassment at Workplace as per the provisions of this Act. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. There
were no cases reported during the year under review under the said Policy

DISCLOSURE UNDER RULE 8(5)(xi) OF COMPANIES (ACCOUNTS) RULES, 2014

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 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable.

DISCLOSURE UNDER RULE 8(5)(xii) OF COMPANIES (ACCOUNTS) RULES, 2014

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.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

PARTICULARS	NO. OF SHAREHOLDERS	NO. OF EQUITY SHARES
aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	—	—
number of shareholders who approached listed entity for transfer of shares from suspense account during the year
number of shareholders to whom shares were transferred from suspense account during the year	—	—
aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	-	-
that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares

OTHER 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:

• The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

• There were no mergers/acquisitions during the year.

• 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.

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

• There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the
Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

• The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31,2024.

• No Buyback of Securities taken place during the year under review.

• During the year under review, the Company has not failed to implement any Corporate Actions within the specified
time limit.

• Pursuant to Regulation 30A read with clause 5A to Para A of Part A of Schedule III of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 15 as amended on 14^th Day of June, 2023, The Company does not have
any agreement which impact the management or control of the Company.

• Compliance with Mandatory/Non-mandatory requirements:

The Company has complied with the mandatory requirements as stipulated under the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 and the status of non-mandatory (discretionary) requirements are
given below:

1. Chairman is elected in Meeting.

2. In view of publication of the financial results of the Company in the newspapers having wide circulation and
dissemination of the same on the website of the Stock Exchange.

3. The Company’s financial statements for the financial year 2023-2024 have been accompanied with unmodified
opinion - both on quarterly and yearly basis.

4. The Chairman is elected in Meeting. No Managing Director in the Company.

5. The Company has complied with the requirements of the regulatory authorities on capital market and no penalties
have been imposed against it in the last three years.

6. The Company has appointed Mr. Ankit Joshi, Company Secretary as the Nodal Officer for the purpose of
verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority.
The said details are also available on the website of the Company at http://www.sarthakglobal.com/.

CAUTIONARY STATEMENT

The Statement made in this Report and Management and Discussion and Analysis Report relating to the Company’s
objective, projections, outlook, expectations and others may be “forward looking statements” within the meaning of
applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could
make difference to the Company’s operations that may be, due to change in government policies, global market conditions,
foreign exchange fluctuations, natural disasters etc.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to express their grateful appreciation for the co-operation and continued support received from
customers, parent company, collaborators, vendors, investors, shareholders, financial institutions, banks, regulatory
authorities and the society at large during the year. We also place on record our appreciation for the contribution made by
our employees at all levels and for their commitment, hard work and support.

For and on behalf of the Board of Directors For and on behalf of the Board of Directors

SUNIL GANGRADE SWATI SUDESH OTURKAR

Whole-time Director Director

DIN:00169221 DIN:07024890

Place: Indore
Dated: 03^rd August, 2024

1

Represents Chairmanships/Memberships of Audit Committee and Stakeholders’ Relationship Committee.

# Mr. Yogender Mohan Sharma resigned w.e.f. 17^th May, 2023 from the post of Whole-time Director of Sarthak Industries
Limited and Chairmanships/Memberships of the Committee in which he was appointed.

None of the directors are related to any other director on the Board.

Board Meeting and Attendance

The names and categories of the directors on the Board, their attendance at Board Meetings held during the year under
review and at the last Annual General Meeting (“AGM”), name of other listed entities in which the Director is a director and
the number of Directorships and Committee Chairmanships/Memberships held by them in other public limited companies
as on March 31,2024, are given herein below. Other directorships do not include directorships of private limited companies,
foreign companies and companies registered under Section 8 of the Act. Further, none of them is a member of more than ten
committees or chairman of more than five committees across all the public limited companies in which he/she is a director.
For the purpose of determination of limit of the Board Committees, chairpersonship and membership of the Audit
Committee and Stakeholders’ Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing
Regulations.

---

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting Thirtieth Annual Report together with the Audited Statement of Accounts of the company for the year ended 31 March, 2015.

FINANCIAL RESULTS

The performance of the Company for the financial year ended on 31st March, 2015 is summarized below:

(Rs. in Lacs)

Particulars 2014-15 2013-14

Sales and other Income 85.22 62.74

Gross Profit 3.85 8.65

Depreciation (1.54) (0.49)

Profit before tax 2.31 8.16

Provision for Deferred Tax (0.45) (0.43)

Provision for Income Tax (0.48) (2.26)

Profit after Taxation 1.38 5.47

Previous year taxation adjustment - -

Balance brought forward from previous year 194.18 188.04

Provision for diminution in value of non current investment - -

Excess Depreciation Written back - 0.67

Amount available for appropriation 195.56 194.18

APPROPRIATION

Amount Carried to Balance sheet 195.56 194.18

DIVIDEND

Your Directors have decided to plough back the profits to the operational fund requirement of the Company. Hence, no dividend has been recommended for the year under review.

AMOUNT TRANSFERRED TO RESERVE

During the year, the Company has not transferred any amount in General Reserve.

OPERATIONS

During the year under review sales and other income of the Company stood at Rs. 85.22 Lacs as compared to previous year Rs. 62.74 Lacs showing an increasing trend over the previous year. But the Profit before tax was decreased to Rs. 2.31 Lacs as compared to previous year figure of Rs. 8.16 Lacs and Profit after tax decreased to Rs. 1.38 Lacs as compared to previous year figure of Rs. 5.47 Lacs.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the year under review, the Company has not raised any paid up share capital. The Paid up Equity Share Capital as at 31st March 2015 stood at Rs. 3,00,00,000/-. The Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31st March 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

INSURANCE

All properties and insurable interests of the Company have been adequately insured.

HUMAN RESOURCE & EMPLOYEES RELATIONS

Employees relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all the employees in maintaining cordial relations.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTORS' RESPONSIBILITIES STATEMENT

To the best of their knowledge and belief, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013:

i) That in the preparation of the annual accounts for financial year ended 31st March, 2015; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

iv) That the Directors have prepared the annual accounts on a going concern basis;

v) That the Directors have laid down internal financial controls, which are adequate and are operating effectively;

vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Virendra Kumar Gupta has been ceased from the Directorship of the Company due to sad demise on 22.05.2014. The Board appreciates the services rendered by him during his association with your Company.

Mrs. Swati Sudesh Oturkar was appointed as an Additional Director by the Board of the Company with effect from 25th November, 2014 and holds office upto the date of this Annual General Meeting. Your Company has received a notice in writing proposing her candidature for the office of Director of the Company liable to retire by rotation.

During the year under review, the members approved the appointments of Mr. Yogender Mohan Sharma and Mr. Mahendra Pal Kothari as Independent Directors who are not liable to retire by rotation and Mr. Sitaram Rathi as a Whole-time Director of the Company.

The Board appointed Mr. Prakash Joshi as Company Secretary and Key Managerial Personnel of the Company w.e.f. 29.09.2014 and Mr. Sunil Gangrade as Chief Financial Officer (CFO) and Key Managerial Personnel of the Company w.e.f. 01.07.2014 under Section 203 of the Companies Act, 2013 and rules made there under.

During the year, declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified holding office as director.

Details of the proposal for appointment/ re-appointment of Directors are mentioned in the Notice of the Annual General Meeting.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any subsidiary or joint venture Company during the year.

The Company having following associate Companies as on 31.03.2015:

1. SAMRADHI REAL ESTATE PVT LTD

2. PROMISE SECURITIES PRIVATE LIMITED

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the above Associates in Form AOC-1 is given in "Annexure A" forming part of this report.

NUMBER OF MEETINGS OF THE BOARD

The Board met 9 times during the financial year. The details of which are given in the Corporate Governance Report that forms part of this annual report. The intervening gap between any two Meetings was within the period prescribed under the Companies Act, 2013.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

None of Independent Directors are due for re-appointment.

FAMILIARIZATION PROGRAMME

Details of the programmes for familiarization of the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. are available on the website of the Company at the link: http://www.sarthakglobal.com/images/Familiarisation%20Programme- Sarthak%20Global.pdf

INTERNAL FINANCIAL CONTROLS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any loans or guarantees or made investment beyond the limits mentioned under the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.sarthakglobal.com/images/Related_Party_Policy-SGL.pdf

MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

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

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

The provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption do not apply to the Company. Accordingly, these particulars have not been provided.

During the year under review, the foreign exchange outgo was Rs. NIL (Previous Year Rs. NIL) and the foreign exchange earning was Rs. NIL (Previous year Rs. Nil).

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

None of the employee has received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure 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 given in the "Annexure B" forming part of this report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended as "Annexure C" forming part of this report.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company's website i.e. www.sarthakglobal.com.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Board of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Plan for the Company. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Boards report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

AUDITORS & AUDITOR'S REPORT

The Auditors M/s. Rajendra Garg & Co., Chartered Accountants, (FRN: 005165C) retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013 and they are not disqualified for such appointment.

The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation. Further, there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Ajit Jain & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year 2014-15 is annexed herewith as "Annexure D" forming part of this report.

There are no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status of the Company and future operations.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E" forming part of this report.

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

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the employees of the Company for their enormous personal efforts as well as their collective contribution during the year. The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions and all other business associates for their continuous support given by them to the Company and their confidence in the management.

For and on behalf of the Board of Directors For and on behalf of the Board of Directors

SITARAM RATHI MAHENDRA PAL KOTHARI

Whole-time Director Director

DIN: 00276239 DIN: 03205320

Place: Indore

Dated: 21st August, 2015

---

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting Twenty Ninth Annual Report together with the Audited Statement of Accounts of the company for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lacs) Particulars 2013-14 2012-13

Sales and other Income 62.74 50.72

Gross Profit 8.65 1.03

Depreciation (0.49) (0.15)

Profit before tax 8.16 0.88

Provision for Deferred Tax (0.43) 0.17

Provision for Income Tax (2.26) ---

Profit after Taxation 5.47 1.05

Previous year taxation adjustment --- ---

Balance brought forward from previous year 188.04 220.42

Provision for diminution in value of non current investment --- 33.43

Excess Depreciation Written back 0.67 ---

Amount available for appropriation 194.18 188.04

APPROPRIATION --- ---

Amount Carried to Balance sheet 194.18 188.04

DIVIDEND

The Directors have decided to plough back the profit for building up the financial strength of the Company in order to take up diversification of operations. Hence, no Dividend has been recommended for the year under review.

OPERATIONS

During the year under review sales and other income of the Company stood at Rs. 62.74 Lacs showing an increasing trend over the previous year. The Profit before tax was Rs. 8.16 Lacs as compared to previous year figure of Rs. 0.88 Lacs. Profit after tax increased to Rs. 5.47 Lacs as compared to previous year figure of Rs. 1.05 Lacs.

PUBLIC DEPOSITS

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

INSURANCE

All properties and insurable interests of the company including Building and Plant & Machinery have been adequately insured.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed;

(ii) Appropriate accounting policies have been selected and applied 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;

(iii) Proper and sufficient care for 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 have been taken to the best of their knowledge and ability;

(iv) The annual accounts have been prepared on a "going concern basis".

DIRECTORS

Mr. Virendra Kumar Gupta has been ceased from the Directorship of the Company due to sad demise on 22.05.2014. The Board appreciates the services rendered by him during his association with your Company.

Mr. Yogender Mohan Sharma was appointed as an Additional Director by the Board of the Company with effect from 22nd May, 2014 and holds office upto the date of this Annual General Meeting. Your Company has received a notice in writing from a member proposing his candidature for the office of Independent Directors. He qualifies to be an Independent Director pursuant to the provisions of Section 149(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Mahendra Pal Kothari is proposed to be appointed as Independent Directors of the Company for five consecutive years for a term upto 31st March, 2019. He qualifies to be an Independent Director pursuant to the provisions of Section 149(6) of the Companies Act, 2013.

Mr. Sitaram Rathi, Director of the Company has been appointed Whole-time Director of the Company w.e.f. 09.08.2014 by the Board subject to approval of members in general meeting. The Board of Directors recommends his appointment

Details of the proposal for appointment/ re-appointment of Directors are mentioned in the Notice of the Annual General Meeting.

AUDITORS & AUDITORS'' REPORT

M/s. Gupta & Ashok, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and has shown their unwillingness to re-appoint as the auditor of the Company in the ensuing general meeting.

Further, M/s. Rajendra Garg & Co. (FRN: 005165C) has offered themselves for appointment as Auditors of the Company for the financial year 2014-15. The Board proposes to appoint them as auditors of the Company.

The notes referred to by the Auditors in their report are self explanatory and hence do not require any explanation.

COMPLIANCE CERTIFICATE

The Compliance Certificate received in compliance of section 383A (1) being annexed to the Directors report is self-explanatory and needs no comments.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the employees of the Comapny for their enormous personal efforts as well as their collective contribution during the year. The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions and all other business associates for their continuous support given by them to the Company and their confidence in the management.

For and on behalf of the Board of Directors

SITARAM RATHI MAHENDRA PAL KOTHARI

Director Director DIN: 00276239 DIN: 03205320

Place: Indore

Dated: 14th August, 2014

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting Twenty Eighth Annual Report together with the Audited Statement of Accounts of the company for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2012-13 2011-12

Sales and other Income 50.72 47.35

Gross Profit 1.03 8.02

Depreciation (0.15) (1.58)

Profit before tax 0.88 6.44

Provision for Deferred Tax 0.17 0.41

Provision for Income Tax - (2.21)

Profit after Taxation 1.05 4.64

Previous year taxation adjustment - (1.38)

Balance brought forward from previous year 220.42 217.16

Provision for diminution in value of non current investment 33.43 -

Amount available for appropriation 188.04 220.42

APPROPRIATION - -

Amount Carried to Balance sheet 188.04 220.42

DIVIDEND

Your Directors have decided to plough back the profit for building up the financial strength of the Company in order to take up diversification of operations. Hence, no Dividend has been recommended for the year under review.

OPERATIONS

During the year under review sales and other income of the Company stood at Rs. 50.72 Lacs showing an increasing trend over the previous year. The Profit before tax was Rs. 0.88 Lacs as compared to previous year figure of Rs. 6.44 Lacs. Profit after tax decreased to Rs. 1.05 Lacs as compared to previous year figure of Rs. 4.64 Lacs.

PUBLIC DEPOSITS

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

INSURANCE

All properties and insurable interests of the company including Building and Plant & Machinery have been adequately insured.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreements with the stock exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' certificate regarding compliance of conditions of corporate governance are made a part of the annual report.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(ii) appropriate accounting policies have been selected and applied 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;

(iii) proper and sufficient care for 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 have been taken to the best of their knowledge and ability;

(iv) the annual accounts have been prepared on a "going concern basis".

DIRECTORS

Mr. Mahendra Pal Kothari, Director of the Company retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible offer himself for re-appointment.

AUDITORS & AUDITORS REPORT

M/s. Gupta & Ashok, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the forthcoming annual general meeting and are eligible for re-appointment. The company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of section 226 of the Companies Act, 1956 for such appointment.

The notes referred to by the Auditors in their report are self explanatory and hence do not require any explanation.

COMPLIANCE CERTIFICATE:

The Compliance Certificate received in compliance of section 383A(1) being annexed to the Directors report is self-explanatory and needs no comments.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution during the year. The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions and all other business associates for their continuous support given by them to the Company and their confidence in the management.

For and on behalf of the Board of Directors

SITARAM RATHI VIRENDRA KUMAR GUPTA Director Director

Place : Indore Dated : 31st August, 2013

---

Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting Twenty Seventh Annual Report together with the Audited Statement of Accounts of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs.in Lacs)

Particulars 2011-12 2010-11

Sales and other Income 47.35 69.27

Gross Profit 8.02 43.70

Depreciation (1.58) (1.08)

Profit before tax 6.44 42.62

Provision for Deferred Tax 0.41 0.22

Income Tax relating to earlier year (1.38) (0.39)

Provision for Income Tax (2.22) (5.52)

Profit after Taxation 3.25 36.92

Balance brought forward from previous year 217.16 180.23

Amount available for appropriation 220.41 217.16

APPROPRIATION - -

Amount Carried to Balance sheet 220.41 217.16

DIVIDEND

Your Directors have decided to plough back the profit for building up the financial strength of the company in order to take up diversification of operations. Hence, no Dividend has been recommended for the year under review.

OPERATIONS

During the year under review sales and other income of the Company stood at Rs. 47.35 Lacs showing an decreasing trend over the previous year. The Profit before tax was Rs. 6.44 Lacs as compared to previous year figure of Rs. 42.62 Lacs. Profit after tax decreased to Rs. 3.25 Lacs from previous year figure of Rs. 36.92 Lacs.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public during the year under review.

INSURANCE

All properties and insurable interests of the company including Building and Plant & Machinery have been adequately insured.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreements with the stock exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' certificate regarding compliance of conditions of corporate governance are made a part of the annual report.

DIRECTOR''S RESPONSIBILITY STATEMENT

The company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(ii) appropriate accounting policies have been selected and applied 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;

(iii) proper and sufficient care for 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 have been taken to the best of their knowledge and ability;

(iv) the annual accounts have been prepared on a "going concern basis".

DIRECTORS

Mr. Sitaram Rathi, Director of the Company retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible offer himself for re-appointment. Mr. Mahendra Pal Kothari, who was appointed as an additional director of the Company on 11.06.2011, has been appointed as a director of the company in the Annual General Meeting held on 30.09.2011.

Mr. Babulal Jain has resigned from the Directorship of the Company due to his pre-occupation on 06th July 2011. The Board appreciated the services rendered by him in the capacity of the Director of the Company.

AUDITORS & AUDITORS REPORT

M/s. Gupta & Ashok, Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the forthcoming annual general meeting and are eligible for re- appointment. The company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of section 226 of the Companies Act, 1956, for such appointment.

The notes referred to by the Auditors in their report are self explanatory and hence do not require any explanation.

COMPLIANCE CERTIFICATE:

The Compliance Certificate received in compliance of section 383A (1) being annexed to the Directors report is self-explanatory and needs no comments.

ACKNOWLEDGEMENTS

The directors wish to convey their appreciation to all of the company''s employees for their enormous personal efforts as well as their collective contribution during the year. The directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions and all other business associates for their continuous support given by them to the company and their confidence in the management.

For and on behalf of the Board of Directors

SITARAM RATHI VIRENDRA KUMAR GUPTA

Director Director

Place: Indore

Dated: 03rd September, 2012

---

Mar 31, 2011

The Directors have pleasure in presenting Twenty Sixth Annual Report together with the Audited Statement of Accounts of the company for the year ended 31st March,2011.

FINANCIAL REAULTS (Rs in) Laces

Particulars 2010-11 2009-10

Sales and other income 69.27 13.59

Gross Profit 43.86 13.59

Depreciation (1.08) (0.78)

Profit before tax 42.78 12.81

Prior Period (Expenses)/Income (0.17) 0.00

Provision for Deferred Tax 0.22 0.00

Income Tax relating to earlier year (0.39 (9.30)

Provision for Income Tax (5.52) (2.58)

Provision for FBT 0 0

Profit after Taxation 36.92 0.93

Balance brought forward from previous year 180.23 179.30

Amount available for appropriation 217.16 180.23

APPROPRIATION - -

Amount Carried to Balance sheet 217.16 180.23

DIVIEND

Your Directors have decided to plug back the profit for building up the financial strength of the company in order to take up diversification of operations. Hence, no Dividend has been recommended for the year under review. OPERATIONS

During the year under review sales and other income of the Company stood at Rs.69.27 laces showing an increasing trend over the previous year. The Profit before tax was Rs. 42.78 Laces as compared to previous year figure of Rs.12.81 Lacs. profit after tax increased to Rs.36.92 Laces from previous year figure of Rs.0.93 Laces. PARTICULARS OF EMPLOYEES

The company has not accepted any deposits from the public during the year under review.

INSURANCE

All properties and insurable interests of the company including Building and Plant & Machinery have been adequately insured.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provision of section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules, 1975.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The board wishes to please on record their inhere appreciation to the co-operation extended by all employees in maintaining cordial relations.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreements with the stock exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made a part of the annual report. DIRECTOR'S RESPONSIBILITY STATEMENT

The company is in compliance with various accounting and financial reporting requirements in resects of the financial statement for the period under review. Pursuant to section 217(2AA) of the Companies Act, 1956,and in respect o the annual accounts for the period under review, the directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(ii) appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as 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;

(iii) proper and sufficient care for 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 have been taken to the best of their knowledge and ability;

(iv) the annual accounts have been prepared on a "going concern basis".

DIRECTORS

Mr. Veranda Kumar Gupta, Director of the Company retires-by rotation in accordance with the provisions of Articles of Association of the Company and being eligible offer himself for re-appointment.

Mr. Mahindra Pal Kothari was appointed as additional director of the company i.e. 11/06/2011 and holds office up to the ensuing Annual General Meeting. The Company has received a Notice u/s 257 of the Companies Act, 1956 together with the requisite deposit from a shareholder and proposes to appoint him as a Director of the Company liable to retire by rotation.

Mr. Bauble Jain has resigned from the Directorship of the Company due to his pre-occupation on 06th July 2011. The Board appreciated the services rendered by him in the capacity of the Director of the Company.

AUDITORS & AUDITORS REPORT

M/s. Gupta & Ashok, Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the forthcoming annual general meeting and are eligible for re-appointment. The company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of section 226 of the Companies Act, 1956, for such appointment.

The notes referred job by the Auditors in their report are self explanatory except the following points:

1.Non-provision towards diminution in value of Investments.

Explanation: It is not a stock in trade and hence diminution in value of investment not charged in the profit and Lussa/C.

2.Non-provision of gratuity and not disclosure of information as required by AS 15 (Employees benefits).

Explanation: The Confirmation has been received very late form parties and only doubtful debtors were not confirmed on account debts are very old.

COMPLIANCE CERTIFICATE:

The Compliance Certificate received in compliance of section 383A (1) being annexed to the Directors report is self-explanatory and needs on comments.

ACKNOWLEDGEMENTS

The directors wish to convey their appreciation to all of the company's employees for their enormous personal efforts as well as their collective contribution during the year. The directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions and all other business associates for their continuous support given by them to the company and their confidence in the management.

For and on behalf of the Board of Directors

SITARAM RATHI VIRENDRA KUMAR GUPTA

Director Director

---

Mar 31, 2010

Dear Shareholders,

The Directors have pleasure in presenting Twenty Fifth Annual Report together with the Audited Statement of Accounts of the company for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs.in Lacs)

Particulars 2009-10 2008-09

Sales and other Income 38.99 33.90

Gross Profit 13.59 10.32

Depreciation 0.78 2.75

Profit before tax 12.81 7.57

Add: Provision for Deferred Tax 0.00 0.58

Income Tax relating to earlier year (9.30) 0.02

Provision for Income Tax (2.58) 0

Provision for FBT 0 (0.05)

Profit after Taxation 0.93 8.12

Balance brought forward from previous year 179.30 171.18

Amount available for appropriation 180.23 179.30

APPROPRIATION - -

Amount Carried to Balance sheet 180.23 179.30

DIVIDEND

Your Directors have decided to plough back the profit for building up the financial strength of the company in order to take up diversification of operations. Hence, no Dividend has been recommended for the year under review.

OPERATIONS

During the year under review sales and other income of the Company stood at Rs. 38.99 lacs showing an increasing trend over the previous year. The Profit before tax was Rs. 12.81 Lacs as compared to previous year figure of Rs. 7.57 Lacs. Profit after tax decreased to Rs. 0.93 Lacs from previous year figure of Rs. 8.12 Lacs.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public during the year under review.

INSURANCE

All properties and insurable interests of the company including Building and Plant & Machinery have been adequately insured.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreements with the stock exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' certificate regarding compliance of conditions of corporate governance are made a part of the annual report.

DIRECTOR''S RESPONSIBILITY STATEMENT

The company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(ii) appropriate accounting policies have been selected and applied 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 or loss of the company for that period;

(iii) proper and sufficient care for 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 have been taken to the best of their knowledge and ability;

(iv) the annual accounts have been prepared on a "going concern basis".

DIRECTORS

Shri Babulal Jain, Director of the Company retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible offer himself for re-appointment. Shri Virendra Kumar Gupta was appointed as additional director of the company w.e.f 01/10/2009 and holds office upto the ensuing Annual General Meeting. The Company has received a Notice u/s 257 of the Companies Act, 1956 together with the requisite deposit from a shareholder and proposes to appoint him as a Director of the Company liable to retire by rotation. Mr. Umesh Agrawal has ceased from the Directorship of the Company due to his sad demise on 06th October 2009. The Board appreciated the services rendered by him in the capacity of the Director of the Company.

AUDITORS & AUDITORS REPORT

M/s. Gupta & Ashok, Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the forthcoming annual general meeting and are eligible for re- appointment. The company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of section 226 of the Companies Act, 1956, for such appointment.

The notes referred to by the Auditors in their report are self explanatory except the following points:

1. Non-provision towards diminution in value of Investments.

Explanation: It is not a stock in trade and hence diminution in value of investments not changed in the profit and Loss A/c.

2. Non-provision of gratuity and not disclosure of information as required by AS 15 (Employees benefits).

Explanation: The staff does not exceed 9, hence, the provision of PF, ESI and gratuity Act are not applicable to the Company.

3. Non- confirmation of balances from debtors, creditors and loans and advances.

Explanation: The Confirmation has been received very late from parties and only doubtful debtors were not confirmed on account debts are very old.

COMPLIANCE CERTIFICATE:

The Compliance Certificate received in compliance of section 383A (1) being annexed to the Directors report is self-explanatory and needs no comments.

ACKNOWLEDGEMENTS

The directors wish to convey their appreciation to all of the company''s employees for their enormous personal efforts as well as their collective contribution during the year. The directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions and all other business associates for their continuous support given by them to the company and their confidence in the management.

For and on behalf of the Board of Directors

SITARAM RATHI VIRENDRA KUMAR GUPTA

Director Director

Place: Indore

Dated: 04th September, 2010