Directors Report of Sulabh Engineers & Services Ltd.

Mar 31, 2025

Board of Directors is privileged to present with great honor, this 42^nd Annual Report together
with Audited statement on the business and operations of the company for the year ended on
31^st March, 2025.

FINANCIAL RESULTS (STANDALONE): (in Lakhs)

Particulars	2024-25	2023-24
Revenue from Operations	165.32	141.69
Impairment of Financial Instrument	30.85	(2.69)
Other Income	116.08	81.15
Total Income	281.40	222.84
Profit/(Loss) Before Interest & Dep.	219.30	159.46
Less: Interest	7.61	0.39
Less: Depreciation	3.41	4.39
Profit / (Loss) Before Tax	208.28	154.67
Less: Current Tax	58.34	40.00
Less: Deferred Tax	(9.66)	2.85
Less: Prior Period Tax	(4.49)	6.14
Net Profit After Tax	164.09	105.69

RESULTS OF OPERATIONS AND STATE OF AFFAIRS (STANDALONE)

The highlights of the performance during the year under review are as under:

• Total Revenue from Operations increased in current year to Rs. 165.32 Lakh (as compare
to Previous Year Rs. 141.669 Lakh)

• Profit Before Interest & Dep. increased to Rs.219.30 Lakh (as per Previous year Rs. 159.46
Lakh)

• Profit after tax of the Company is also increased in the current financial year which
amounts to Rs. 164.09 Lakh as compared to previous year Rs. 105.69 Lakh

• Net worth of the Company has increased from 2710.28 Lakh in FY 2023-24 to 2874.37
Lakh in FY 2024-25

Particulars	2024-25	2023-24
Revenue from Operations	492.95	315.50
Other Income	117.09	81.64
Total Income	610.05	397.14
Profit/(Loss) Before Interest & Dep.	421.15	249.69
Less: Interest	42.04	17.32
Less: Depreciation	11.13	13.02
Profit / (Loss) Before Tax	367.99	219.35
Less: Current Tax	58.34	40.00
Less: Deferred Tax	(11.05)	1.26
Less: Prior Period Tax	(4.49)	3.26
Net Profit After Tax	325.19	174.82

RESULTS OF OPERATIONS AND STATE OF AFFAIRS (CONSOLIDATED)

The highlights of the performance during the year under review are as under:

• Total Revenue from Operations increased in current year to Rs.492.95 Lakh (as compare
to Previous year Rs. 315.50 Lakh)

• Profit before Interest & Dep. Increased to Rs. 421.15 Lakh (as compare to previous year
Rs. 249.69 Lakh).

• Profit after tax of the Company increased in the current financial year which amounts to
Rs. 325.19 Lakh (as compared to previous year Rs. 174.82 Lakh).

• Net worth of the Company has increased from 3300.29 Lakh in FY 2023-24 to 3593.01
Lakh in FY 2024-25

SHARE CAPITAL

The paid-up equity capital as on March 31, 2025 was Rs.10,04,75,000/-. During the year under
review, the Company has not issued shares with differential voting rights nor has issued any
sweat equity. As on March 31, 2025, none of the Directors of the Company hold any
convertible instruments of the Company.

DIVIDEND

It was decided by the Board not to declare any dividend during the year under review.
DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from
the public within the meaning of Section 73 of the Companies Act, 2013 (“the Act”) read with
the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

The Company transferred an amount of Rs. 32.82 Lakh/- to the Special Reserves under section
45-IC of RBI Act, during the year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated and Standalone Financial Statements of the Company have been prepared in
accordance with Indian Accounting Standards as notified under Sections 129 and 133 of the Act
read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of
the Act. In accordance with the provisions of the Act, applicable Accounting Standards, the
SEBI Listing Regulations, the Audited Standalone and Consolidated Financial Statements of
the Company for the financial year ended 31st March 2025, together with the Auditors’ Report
form part of this Annual Report.

The Audited Financial Statements (including the Consolidated Financial Statements) of the
Company as stated above and the Financial Statements of the Subsidiaries of the Company,
whose financials are consolidated with that of the Company, are available on the Company’s
website at https https://www.sulabh.org.in/Investors.

A statement containing the silent features of the financial statement of the subsidiary in the
prescribed Form AOC-1 are annexed as “Annexure- 2”.

SUBSIDIARY COMPANIES

As on March 31, 2025 the Company has one subsidiary, M/s “Venkatswamy Mining and Estates
Private Limited” the corporate details of the company is given below:

Details of the Subsidiary
Name	Venkatswamy Mining and Estates Private Limited
CIN	U01131DL2012PTC238155
Date of Incorporation	27-06-2012
Holding percentage	51 %
Name of Statutory Auditor	Kamal Gupta Associates (FRN: 000752C), Reappointed on 24.09.2023

Web link of website for Policy for determining material subsidiary:
https://www.sulabh.org.in/upload/PDF/00000062.pdf

Provisions of Regulations 24 and 24A of SEBI Listing Regulations, with reference to
Subsidiaries were duly complied to the extent applicable.

The audited financial statements, the Auditors Report thereon and the Board’s Report for the
Company’s subsidiary for the year ended March 31, 2025 are available on the website of the
Company.

(The name of subsidiary changed from Rodic Coffee Estates Private Limited to new name as
“Venkatswamy Mining and Estates Private Limited w.e.f. 29^th April, 2024)

Material Subsidiaries

As required under Regulations 16(1)(c) of the SEBI Listing Regulations, the Board has
approved and adopted the Policy for determining Material Subsidiaries. The Policy is available
on the Company’s website, Venkatswamy Mining and Estates Private Limited is the Material
Subsidiaries (Un-Listed) of the Company as per Regulation 16(1)(c) of the SEBI Listing
Regulations.

LENDING OPERATIONS

The Company is a Non-Banking Financial Company (“NBFC”) and is engaged in providing
loans for Business or Capacity expansion, Working Capital loans, loans for Purchase of
Equipment and Machinery, Term Loans against Property, personal loans, loans for Purchase
of Commercial Property and other finance services.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Board of Directors states that:

a) In preparation of the annual financial statements for the year ended March 31, 2025, the
applicable accounting standards have been followed and there are no material departures from
the same;

b) The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2025 and of the profit of the
Company for the year ended on that date;

c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

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

e) The Directors had laid down proper internal financial controls to be followed by the
Company and that such financial controls are adequate and are operating effectively;

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

CORPORATE GOVERNANCE

As was disclosed in the last year annual’s report, The Company has been observing best
governance practices and is committed to adhere to the Corporate Governance requirements
on an ongoing basis. A separate section on Corporate Governance as stipulated under Part C
of Schedule V and a certificate from the Practicing Company Secretary regarding compliance

of conditions of Corporate Governance, as stipulated under Part E of Schedule V of the SEBI
(Listing Obligation and Discloser Requirements) Regulations, 2015 forms part of this Annual
Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the requirement of Section 135 of the Companies Act, 2013 for
applicability of Corporate Social Responsibility and so the Company is not mandatorily
required to contribute towards CSR for the financial year under review.

DEPOSITS FROM PUBLIC

The Company being a non-deposit taking NBFC, has not accepted any deposits from the
public during the year under review.

CHANGE IN NATURE OF BUSINESS

The Company continues to operate in the same business and there is no change in the nature
of business during the period under review. Furthermore there was no material changes in
company impacting its operations.

STATUTORY COMPLIANCE

The Company has complied with Ind AS as prescribed under section 133 of the Companies
Act, 2013. The Company has also complied with the directions issued by RBI from time to
time.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a suitable and adequate Internal Control System which indeed is
commensurate with the size, scale and complexity of its operations. Internal control systems
are integral to Company’s corporate governance framework. Internal Auditors report to the
Chairman of the Audit Committee of the Board and ensure compliances with operating
systems, accounting procedures and policies at all locations of the Company and its
subsidiaries.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the company is duly constituted.

All the other directors except Mr. Vimal Kumar Sharma and Mrs. Seema Mittal are
Independent and Non-Executive Directors and are not liable to retire by rotation. As Mr.
Vimal Kumar Sharma is the Managing Director of the company therefore not liable to retire
by rotation, therefore pursuant to the provisions of Section 152 of the Companies Act, 2013
and the Articles of Association of the Company Mrs. Seema Mittal retires by rotation at the
ensuing Annual General Meeting and offers herself for reappointment.

The Nomination, Remuneration and Compensation Committee of the Company and the Board
of Directors have recommended the re-appointment of Mrs. Seema Mittal retires to the
shareholders at the ensuing AGM. The information required to be disclosed under Regulation

36(3) of the SEBI Listing Regulations in case of re-appointment of Mrs. Seema Mittal is
provided in the Notice of the ensuing AGM.

During the year under the review Mrs. Amanpreet Kaur (DIN: 09711954) has been appointed
as a Non-Executive - Independent Director w.e.f 14^th of August 2024.

During the year under the review Mr. Vijay Kumar Jain (DIN: 08208856) has been re¬
appointed as Independent Director, to hold office for a second term of 5 (five) consecutive
years on the Board of the Company commenced from September 29, 2024.

During the year under the review, Mr. Rakesh Chand Agarwal (DIN: 03539915) has resigned
from the post of Independent Director w.e.f from 7^th, March 2025. Stating no material reason
for the resignation.

During the Year under the review, Mrs. Rekha Kejriwal (Company Secretary and Compliance
Officer) has tendered her resignation due to personal reasons on 15^th of April, 2024 and
consequently Mr. Amit Kumar Kanaujia has been appointed as Company secretary and
Compliance Officer of the company w.e.f 16^th of April, 2024

Change in Directors, Key Managerial Personnel and Senior Management after the closing of
the financial year 2024-25:

Mr. Amit Kumar Kanaujia (Company Secretary and Compliance Officer) has tendered his
resignation due to personal reasons from the post of Company Secretary and Compliance
Officer with effect from closing of working hours on 13^th of June, 2025.

Mr. Tauheed Ahmad has been appointed as a Company Secretary and Compliance Officer of
the company with effect from 14^th of June 2025.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received declaration from all the Independent Directors that they meet with
the criteria of independence as prescribed under Subsection (6) of Section 149 of the
Companies Act, 2013 read with Rule 6 (1) and (3) of Companies (Appointment and
Qualifications of Directors) Rules, 2014 as amended from time to time & Regulation 16 & 25
of the SEBI (Listing Obligation and Discloser Requirements) 2015.

During the year, all of Independent Directors convened a separate meeting without the
presence of Non-Independent Directors and members of the management as per provisions of
Clause VII of Schedule IV to the Companies Act, 2013. In that meeting of Independent
Directors, performance of non-independent directors, Chairman and the Board as a whole were
reviewed and evaluated.

FORMAL EVALUATION OF THE PERFORMACE OF THE BOARD,
COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of 134(3)(p) of the Companies Act, 2013 and Listing Regulations,
the Board has carried out the annual performance evaluation of its own performance, the
Directors individually including Independent Directors as well as the evaluation of the

working of its Committees. The evaluation was carried on the basis of structured questionnaire
was prepared after taking into consideration inputs received from the Directors, covering
various aspects of the Board’s functioning such as adequacy of the composition of the Board
and its Committees, level of engagement and participation, Board culture, execution and
performance of specific duties, obligations and governance. The Board has expressed their
satisfaction with the evaluation process.

In pursuant to Regulation 17(10) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of Independent
Directors were done by the entire board of directors which includes -

(a) Performance of the directors; and

(b) Fulfillment of the independence criteria as specified in the regulations and their
independence from the management.

COMPANY’S POLICY RELATING TO DIRECTOR’S APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has in force a Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors’ qualifications, positive attributes, independence of
Directors and other related matters as provided under Section 178(3) of the Companies Act,
2013, the policy has been disseminated at the website of the company. The weblink for the
same is https://www.sulabh.org.in/Investors.

FAMILIARIZATION PROGRAM

The Company has adopted the Familiarization Programme to familiarize Independent
Directors of the Company. On appointment, the concerned Director is issued a Letter of
Appointment setting out in detail, the terms of appointment, duties, responsibilities and
expected time commitments. The details of program for familiarization of Independent
Directors with the Company, their roles, rights, responsibilities in the Company and related
matters are put up on the website of the Company at www.sulabh.org. in

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

During the year under review, on August 02, 2024, the Board of Directors, based on the
recommendation of the Audit Committee, has appointed M/s Ranjit Jain & Co. Chartered
Accountants (FRN: 322505E) as Statutory Auditors of the Company to fill the casual vacancy
caused due to the resignation of M/s Satish Soni & Co. (FRN 109333W), the approval of the
same has been taken from shareholders in duly convened Annual General Meeting held on
28^th of September, 2024. M/s Satish Soni & Co., Chartered Accountants, resigned on 02^nd
August, 2024, from the designation of Statutory Auditor of the company citing the fact that
due to personal reasons. The said appointment is pursuant to applicable provisions of the
Companies Act 2013 and the SEBI Listing Regulations, 2015. The existing/outgoing Auditor
has not raised any concern or issue and there is no reason other than as mentioned in their
resignation letter. M/s Ranjit Jain & Co. Chartered Accountants.

The statutory auditors have confirmed they are not disqualified from being appointed as
auditors of the Company. There is no qualification, reservation or adverse remark or
disclaimer made in the Auditor’s Report, needing explanations or comments by the Board.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the
year under review against the Company by its officers or employees as specified under Section
143(12) of The Companies Act, 2013.

Secretarial Auditor

CS Gopesh Sahu, Practicing Company Secretary was appointed to conduct the Secretarial
Audit of the Company for the financial year 2024-2025 as required under section 204 of the
Companies Act, 2013 and the rules there under. The Secretarial Audit report for the financial
year 2024-25 forms part of the Annual Report as “Annexure 4” to the Board’s Report.

The Secretarial Audit Report does not contain any qualification, reservations or adverse
remark.

Secretarial Auditor (Material Subsidiary Company)

CS Vaibhav Agnihotri, Practicing Company Secretary conducted the Secretarial Audit of
“Venkatswamy Mining And Estates Private Limited (Material Subsidiary of Sulabh Engineers
and Services Limited) for the financial year 2024-2025 as per requirement under Regulation
24A of SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015. Secretarial
Audit Report of Material Subsidiary is also required to be attached with annual report of
holding company, as “Annexure 5” to the Board’s Report.

COST RECORDS AND COST AUDITORS

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not
applicable to the Company

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively.

REGISTRATION OF INDEPENDENT DIRECTORS WITH INDEPENDENT
DIRECTOR’S DATABANK

The Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019
required all existing and those aspiring to become independent directors to apply online to
Indian Institute of Corporate Affairs (IICA) for inclusion of their names with the Independent
Directors Databank.

All our Independent Directors have registered themselves with the Independent Director''s
Databank.

COMPLIANCE CERTIFICATE FROM SECRETARIAL AUDITORS ON
COMPLAINCE OF CONDITIONS OF CORPORATE GOVERNANCE

A compliance certificate from the Secretarial Auditor regarding compliance of conditions of
corporate governance is annexed with this report on page no. 35 as a part of this report as per
Regulation 34 read with Para E of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015

DISCLOSURES

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Deepak Agarwal
(Chairman), Mr. Rakesh Chand Agarwal (till 8^th of March 2025), Mr. Vimal Kumar Sharma
and Mrs. Ama Preet Kaur (w.e.f 8^th of March 2025) as other members.

The Audit Committee coordinated with the Statutory Auditors, Internal Auditors and other
key personnel of the Company and has rendered guidance in the areas of internal audit and
control, finance and accounts.

All the recommendations made by the Audit Committee were accepted by the Board.

Five meetings of the Audit Committee were held during the year. The details of which are
provided in Report on Corporate Governance.

Stakeholders’ Relationship Committee

The Committee had four meeting during the year. The details of which are provided in Report
on Corporate Governance. There is no unresolved pending investor grievance.

Nomination & Remuneration Committee

Matters as prescribed under Sub-Sections (1) and (3) of section 178 of the Companies Act,
2013

The Nomination & Remuneration Committee consists of three Independent Directors. The
Committee had two meeting during the year. The details of which are provided in Report on
Corporate Governance. The Nomination and Remuneration Committee recommends to the
Board the suitability of candidates for appointment as Key Managerial Personnel, Directors
and the remuneration payable to them and other employees as per the policy as available with
the website of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put in place a system
through which the Directors and Employees may report concerns about unethical behavior,
actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without
fear of reprisal.

The Employees and Directors may report to the Compliance Officer and have direct access to
the Chairman of the Audit Committee. The policy may be accessed on the Company’s website
at the link www.sulabh. org. in.

RISK MANAGEMNT FRAMEWORK

The Board has formulated Risk management policy including procedures and risk assessment
to ensure that the Board, its Audit Committee and its Executive Management should
collectively identify the risks impacting the Company''s business and take suitable action for
risk identification, risk minimization and risk optimization.

The Board reviews the risk trend, exposure and potential impact analysis and prepares risk
mitigation plans, if necessary.

INVESTOR RELATIONS

At Sulabh engineers and Services Limited, we consider Investor Relations to be the key to
building transparent, open and long-term relationships with our stakeholders. Our Investor
Relations program is committed to maintaining effective communication with the investing
community by adopting best practices.

Your Company always endeavors to keep the time of response to shareholders request /
grievance at the minimum. Priority is accorded to address all the issues raised by the
shareholders and provide them a satisfactory reply at the earliest possible time. The
Shareholders’ Grievance Committee of the Board meets periodically and reviews the status of
the Shareholders’ Grievances. The shareholders of the Company continue to be traded in
electronic forum and de-materialization exists with both the depositories viz., National
Securities Depository Limited and Central Depository Services (India) Limited.

MEETING OF BOARD

The Board of Directors held eight meetings during the year, the details of which are provided
in Report on Corporate Governance. The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013.

PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SUBSECTION (1) OF SECTION 188

All Contracts / Arrangements / Transactions executed by the Company during the financial
year with related parties were in the ordinary course of business and on arm’s length basis.
The Audit Committee reviews all Related Party Transaction on quarterly basis. Company have
been clearly identified in Note No. 4.3 (in both Standalone and Consolidated) in the balance
sheet section annexed to this report and Particulars of such related party transactions described
in Form AOC-2 as required under Section 134 (3)(h) of the Act, read with Rule 8(2) of the
Companies (Accounts) Rules 2014, which is annexed herewith as “Annexure 3”.

The related party disclosures as specified under Para A of Schedule V read with Regulation
34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015 is forming part in Notes to Financial Statements.

The board has approved a policy for related party transactions which has been hosted on the
website of the Company. The web-link for the same
https://www.sulabh. org. in/upload/PDF/00000061.pdf

The related party transactions, wherever necessary are carried out by company as per this
policy. There were no materially significant related party transactions entered into by the
company during the year, which may have potential conflict with the interest of the company
at large. There were no pecuniary relationship or transactions entered into by any Independent
Directors with the company during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186

The loan made, guarantee given or security provided in the ordinary course of business by a
NBFC registered with Reserve Bank of India are exempt from the applicability of provisions
of Section 186 of the Act. As the Company being a NBFC registered with RBI the restrictions
contained in the said provisions are not applicable to the Company. For details of the
investments of the Company refer to Note No. 2.3 of the financial statements.

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

As the Company is a Non-Banking Financial Company), the particulars regarding
conservation of energy and technology absorption as required to be disclosed pursuant to
provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 are not relevant to its activities.

However, some of the steps taken by the Company along with its Subsidiaries for conservation
of energy include:

The Company and its Subsidiaries are committed to reducing negative environmental impact.

• Most of the offices of the Company and its Subsidiaries have installed LED lights making
them very energy-efficient.

As a step towards further reducing the environmental impact, the documents for Board and
Committee meetings of the Company and its Subsidiaries are transmitted electronically using
a secure web-based application, thereby saving papers.

The energy saving measures taken also include selecting video-conferencing facilities across
offices to reduce the need of employee travel, digital learning initiatives for employees,
optimised usage of lights and continuous monitoring and control of the operations of the air
conditioning equipment as well as elimination of non-recyclable plastic in offices.

Foreign Exchange earnings and outgo is NIL.

ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013

In pursuance to the provisions of Section 92(3) of the Companies Act, 2013 read with Rules
made thereunder and amended time to time, the Annual Return of the Company is available
on the website of the companyi.e.www.sulabh.org.in and the web link of the same is
https://www.sulabh. org. in/upload/PDF/00000401.pdf

REPORTING FRAUD

During the year under review, no frauds have been reported by the Auditor (Statutory Auditor,
Secretarial Auditor) to the Audit Committee / Board, under Section 143(12) of the Companies
Act, 2013.

PARTICULARS OF EMPLOYEES

Details of employee remuneration as required under the provisions of Section 197 of the Act
and Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in Financial Statements and forms part of the Annual
Report and is attached to this report as Annexure - 1.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN

The Company has in place Prevention of Sexual Harassment Policy (POSH Policy) in line
with the requirements of the Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and also available on Company’s website. All
employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off
during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

DISCLOSURE UNDER PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961.

During the year under the review, the company confirms that it is compliant with the
provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder. All applicable
benefits, including maternity leave, medical bonus, and other entitlements, are extended to
eligible women employees in accordance with the provisions of the Act, however under the
provisions no such benefits has been triggered during the year under review. The Company
remains committed to ensuring a safe, supportive, and inclusive working environment for all
its employees, and continues to uphold the statutory rights and welfare of women employees
as mandated under the said Act.

MANAGEMENT DISCUSSION AND ANALYSIS

As per the requirements of Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure
Requirements, Management Discussion and Analysis is forming part of this report.

RESERVE BANK OF INDIA DIRECTIONS

The Company from the date of receipt of NBFC license continues to comply with all the
applicable regulations, guidelines, etc. prescribed by the RBI, from time to time. As a
systemically important non-deposit taking NBFC, the Company always strives to operate in
compliance with applicable RBI guidelines and regulations and employs its best efforts
towards achieving the same.

PREVENTION OF INSIDER TRADING

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

OTHERS

The Directors state that no disclosure or reporting is required in respect of the following items,
during the year under review:

1. No sweat equity shares and shares with differential rights as to dividend, voting or otherwise
were issued;

2. No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company’s operations in future. Considering the
good corporate governance framework following order which was finalized in year 2023-
2024(the same has been also disclosed in previous annual report):

1) Show Cause Notice: On February 12, 2018, a common Show Cause Notice was issued
by the Learned Adjudicating Officer against 150 persons/entities, including the
Company, for alleged violations of Regulation 3(a), (b), (c), (d), and Regulation 4(1),
4(2)(a), (b), and (e) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices)
Regulations, 2003.

2) Adjudication Order: As a result of these proceedings, an Adjudication Order dated
August 30, 2022 (Order No. GR/PU/2022-23/19002-19146) was issued by the Learned
Adjudicating Officer of SEBI under Section 15-I of the Securities and Exchange Board
of India Act, 1992, read with Rule 5 of the Securities and Exchange Board of India
(Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995. The order imposed
a penalty of Rs. 20,00,000/- on the Company for the alleged violations. An adverse order
was also issued against the Promoters: Mrs. Deepa Mittal, Mr. Manoj Kumar Agarwal,
Mr. Santosh Kumar Agarwal, Mrs. Sandhya Agarwal, Mrs. Ruchi Agarwal, Mrs.
Krishna Agarwal, and Mr. Manish Agarwal.

3) Appeal to the Securities Appellate Tribunal: The Company filed Appeal No. 1038 of
2022 challenging the Adjudication Order dated August 30, 2022, before the Hon''ble
Securities Appellate Tribunal. The Promoters, namely Mrs. Deepa Mittal, Mr. Manoj
Kumar Agarwal, Mr. Santosh Kumar Agarwal, Mrs. Sandhya Agarwal, Mrs. Ruchi
Agarwal, Mrs. Krishna Agarwal, and Mr. Manish Agarwal, also filed separate appeals
against the same order.

4) Outcome of Appeal: On August 11, 2023, the Hon''ble Securities Appellate Tribunal
allowed the appeal filed by Mr. Santosh Kumar Agarwal and set aside the Adjudication
Order dated August 30, 2022, with respect to him.

5) Rejection of Other Appeals: On September 5, 2023, the Hon''ble Securities Appellate
Tribunal rejected the Company’s appeal. Consequently, the Adjudication Order dated
August 30, 2022, has become binding on the Company. During the pendency of the
appeal, the Company has already paid the penalty imposed by the Adjudication Order.

6) Dismissal of Promoters'' Appeals: The Hon''ble Securities Appellate Tribunal also
dismissed the appeals filed by the Promoters—Mrs. Deepa Mittal, Mr. Manoj Kumar
Agarwal, Mrs. Sandhya Agarwal, Mrs. Ruchi Agarwal, Mrs. Krishna Agarwal, and Mr.
Manish Agarwal on September 5, 2023.

Scale Based Regulations

Reserve Bank of India issued a circular on Scale Based Regulation (SBR): A Revised
Regulatory Framework for NBFCs on 22 October 2021 (''''SBR Framework''''). As per the
framework, based on size, activity, and risk perceived, NBFCs are categorized into four layers,
NBFC - Base Layer (NBFC-BL), NBFC - Middle Layer (NBFC-ML), NBFC - Upper Layer
(NBFC-UL) and NBFC - Top Layer (NBFC-TL). As per RBI categorization we, Sulabh
Engineers and Services Limited as an NBFC come under - Base Layer (NBFC-UL). Company
has made the Disclosure in the financial Statement as required under Scale Based Regulation
(SBR) of RBI.

Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy
Code, 2016

During the year under review, there was no application filed by or against the Company for
corporate insolvency process under IBC before the NCLT.

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

During the year under review there was no instance of one-time settlement with any Bank or
Financial Institution.

ACKNOWLEDGMENTS

The Board of Directors would also like to appreciate for the co-operation received from the
Reserve Bank of India, SEBI, NSE & BSE and all other statutory and/or regulatory bodies.

The Board of Directors acknowledge with thanks for the support extended by the bankers,
business associates, clients, consultants, advisors, shareholders, investors and the employees
of the Company and subsidiaries for their continued co-operation and support. The Directors
express their appreciation for the dedication and commitment with which the employees of
the Company at all levels have worked during the period. Your Directors also wish to place
on record their deep sense of appreciation for the committed services by the Company’s
executives, staff and workers.

For and on behalf of the Board

Sd/- Sd/-

Vimal Kumar Sharma Deepak Agarwal

Managing Director Director

DIN: 00954083 DIN: 02247228

Place: Kanpur
Date: 12.08.2025

---

Mar 31, 2024

Board of Directors is privileged to present with great honor, this 41^sl Annual Report together with Audited statement on the business and operations of the company for the year ended on 31^s'' March, 2024.

FINANCIAL RESULTS fST AND ALONE): fin Lakhs!

Particulars	2023-24	2022-23
Revenue from Operations	141.69	142.72
Impairment of Financial Instrument	2.69	5.95
Other Income	81.15	0.03
Total Income	225.52	148.69
Profit/(Loss) Before Interest & Dep.	159.07	118.47
Less: Interest	0.00	0.00
Less: Depreciation	4.39	5.90
Profit / (Loss) Before Tax	154.68	112.57
Less: Current Tax	40.00	30.00
Less: Deferred Tax	2.85	2.95
Less: Prior Period Tax	6.14	0.00
Net Profit After Tax	105.69	79.62

RESULTS OF OPERATIONS AND STATE OF AFFAIRS (STANDALONE)

The highlights of the performance during the year under review are as under:

• Total Revenue from Operations decreased in current year to 0.72 % to Rs. 141.69 Lakh (as compare to Previous Year Rs. 142.72 Lakh)

• Profit Before Interest & Dep. increased to 34.27% Rs.159.07 Lakh (as per Previous year Rs. 118.47 Lakh)

• Profit after tax of the Company is also increased to 32.73 % in the current financial year which amounts to Rs. 105.68 Lakh as compared to previous year Rs. 79.62 Lakh.

Particulars	2023-24	2022-23
Revenue from Operations	315.50	363.06
Other Income	81.64	0.64
Total Income	397.14	363.70
Profit/(Loss) Before Interest & Dep.	232.37	194.45
Less: Interest	0.00	0.00
Less: Depreciation	13.02	15.71
Profit / (Loss) Before Tax	219.35	178.74
Less: Current Tax	40.00	30.00
Less: Deferred Tax	1.26	1.23
Less: Prior Period Tax	3.26	0.00
Net Profit After Tax	174.82	147.51

RESULTS OF OPERATIONS AND STATE OF AFFAIRS (CONSOLIDATED)

The highlights of the performance during the year under review are as under:

• Total Revenue from Operations slightly decreased in current year to 13.08% to Rs.315.50 Lakh (as compare to Previous year Rs. 363.06 Lakh)

• Profit before Interest & Dep. Decreased to 19.50 % Rs. 232.37 Lakh (as per Previous year Rs. 194.45 Lakh).

• However Profit after tax of the Company increased to 18.51 % in the current financial year which amounts to Rs. 174.82 Lakh (as compared to previous year Rs. 147.51 Lakh).

SHARE CAPITAL

The paid-up equity capital as on March 31, 2024 was Rs. 10.04,75.000/-. During the year under review, the Company has not issued shares with differential voting rights nor has issued any sweat equity. As on March 31, 2024, none of the Directors of the Company hold any convertible instalments of the Company.

DIVIDEND

Tt was decided by the Board not to declare any dividend this year.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies ( Acceptance of Deposits) Rules, 2014.

The Company transferred an amount of Rs. 21.14 Lakh/- to the Special Reserves under section 45-IC of RBI Act. during the year.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statement of the Company prepared in accordance with applicable Accounting Standards specified under Section 133 of the Companies Act. 2013 read with Rule 7 of the Companies ( Accounts) Rules, 2014 is provided in the Annual Report.

A statement containing the silent features of the financial statement of the subsidiary in the prescribed Form AOC-1 are annexed as “Annexure- F\

SUBSIDIARY COMPANIES

As on March 31, 2024 the Company has one subsidiary, M/s “Venkatswamy Mining And Estates Private Limited”

The audited financial statements, the Auditors Report thereon and the Board’s Report for the Company’s subsidiary for the year ended March 31, 2024 are available on the website of the Company. If any Member i s interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

(The name of subsidiary changed from Rodic Coffee Estates Private Limited to new name as “Venkatswamy Mining And Estates Private Limited w.e.f. 29^th April, 2024)

LENDING OPERATIONS

The Company is a Non-Banking Financial Company (“NBFC”) and is engaged in providing loans for Business or Capacity expansion. Working Capital loans, loans for Purchase of Equipment and Machinery, Term Loans against Property, personal loans, loans for Purchase of Commercial Property and other finance services.

DIRECTORS’ RESPONSIBILITY STATEMENT

Tn terms of Section 134(5) of the Companies Act, 2013, your Board of Directors states that:

a) In preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) The Directors had laid down proper internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively;

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

CORPORATE GOVERNANCE

As was disclosed in the last year annual''s report. The Company has been observing best governance practices and is committed to adhere to the Corporate Governance requirements on an ongoing basis. A separate section on Corporate Governance as stipulated under Part C of Schedule V and a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance, as stipulated under Part E of Schedule V of the SEBI (Listing Obligation and Discloser Requirements) 2015 forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the requirement of Section 135 of the Companies Act, 2013 for applicability of Corporate Social Responsibility and so the Company is not mandatorily required to contribute towards CSR for the financial year under review.

DEPOSITS FROM PUBLIC

The Company being a non-deposit taking NBFC, has not accepted any deposits from the public during the year under review.

CHANGE IN NATURE OF BUSINESS

The Company continues to operate in the same business and there is no change in the nature of business during the period under review.

STATUTORY COMPLIANCE

The Company has complied with Ind AS as prescribed under section 133 of the Companies Act, 2013. The Company has also complied with the directions issued by RBI from time to time.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a suitable and adequate Internal Control System which indeed is commensurate with the size, scale and complexity of its operations. Internal control systems are integral to Company''s corporate governance framework. Internal Auditors report to the Chairman of the Audit Committee of the Board and ensure compliances with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the company is duly constituted.

All the other directors except Mr. Vimal Kumar Sharma and Mrs. Seema Mittal are Independent and NonExecutive Directors and are not liable to retire by rotation. As Mr. Vimal Kumar Sharma is the Managing Director of the company not liable to retire by rotation, therefore pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mrs. Seema Mittal retires by rotation at the ensuing Annual General Meeting and offers herself for reappointment.

Mr. Vijay Kumar Jain (DIN: 08208856), Independent Director whose tenure of Five years is due for expire on 28^th September,2024, Board & NRC has recommended to the members, the proposal for reappointment of Mr. Vijay Kumar Jain as an Independent Director for a second term of five consecutive years with effect from September 28, 2024.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received declaration from all the Independent Directors that they meet with the criteria of independence as prescribed under Subsection (6) of Section 149 of the Companies Act, 2013 read with Rule 6 (1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time & Regulation 16 & 25 of the SEBI (Listing Obligation and Discloser Requirements) 2015.

During the year, all of Independent Directors convened a separate meeting without the presence of NonIndependent Directors and members of the management as per provisions of Clause VII of Schedule IV to the Companies Act, 2013. In that meeting of Independent Directors, performance of non-independent directors. Chairman and the Board as a whole were reviewed and evaluated.

FORMAL EVALUATION OF THE PERFORMACE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of 134(3)(p) the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually including Independent Directors as well as the evaluation of the working of its Committees. The evaluation was carried on the basis of structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, level of engagement and participation. Board culture, execution and performance of specific duties, obligations and governance. The Board has expressed their satisfaction with the evaluation process.

In pursuant to Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of Independent Directors were done by the entire board of directors which includes -

(a) Performance of the directors; and

(b) Fulfillment of the independence criteria as specified in the regulations and their independence from the management.

COMPANY’S POLICY RELATING TO DIRECTOR’S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as attached to this report. ''"Annexure A”. The weblink for the same is https://www.sulabh.org.in/upload/PDFy00000292.

FAMILIARIZATION PROGRAM

The Company has adopted the Familiarization Programme to familiarize Independent Directors of the Company. On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at www.sulahh.onz.in

AUDITORS AND AUDITORS’ REPORT Statutory Auditors

During the year under review, on August 02, 2024, the Board of Directors, based on the recommendation of the Audit Committee but subject to approval of shareholders to be obtained at the General meeting of the company, recommended the appointment of M/s Ranjit Jain & Co. Chartered Accountants (FRN: 322505E) as Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s Satish Soni & Co. (FRN 109333W). M/s Satish Soni & Co., Chartered Accountants, resigned on 02^nd August, 2024, from the designation of Statutory Auditor of the company citing the fact that due to personal reasons. The said appointment is pursuant to applicable provisions of the Companies Act 2013 and the SEB1 Listing Regulations, 2015. The existing/outgoing Auditor has not raised any concern or issue and there is no reason other than as mentioned in their resignation letter. M/s Ranjit Jain & Co. Chartered Accountants shall hold office upto the ensuing annual general meeting of the company.

The statutory auditors have confirmed they are not disqualified from being appointed as auditors of the Company. There is no qualification, reservation or adverse remark or disclaimer made in the Auditor''s Report, needing explanations or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review against the Company by its officers or employees as specified under Section 143(12) of the Act.

Secretarial Auditor

CS Gopesh Sahu, Practicing Company Secretary was appointed to conduct the Secretarial Audit of the Company for the financial year 2023-2024 as required under section 204 of the Companies Act, 2013 and the rules there under. The Secretarial Audit report for the financial year 2023-24 forms part of the Annual

Report as “Annexure B” to the Board’s Report.

The Secretarial Audit Report does not contain any qualification, reservations or adverse remark. Secretarial Auditor (Material Subsidiary Company )

CS Vaibhav Agnihotri, Practicing Company Secretary conducted the Secretarial Audit of “Venkatswamy Mining And Estates Private Limited (Material Subsidiary of Sulabh Engineers and Services Limited) for the financial year 2023-2024 as per requirement under Regulation 24A of SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015. Secretarial Audit Report of Material Subsidiary is also required to be attached with annual report of holding company, as “Annexure C” to the Board’s Report.

COST RECORDS AND COST AUDITORS

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

REGISTRATION OF INDEPENDENT DIRECTORS WITH INDEPENDENT DIRECTOR’S DATABANK

The Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 required all existing and those aspiring to become independent directors to apply online to Indian Institute of Corporate Affairs (IICA) for inclusion of their names with the Independent Directors Databank.

All our Independent Directors have registered themselves with the Independent Director’s Databank.

COMPLIANCE CERTIFICATE FROM SECRETARIAL AUDITORS ON COMPLAINCE OF CONDITIONS OF CORPORATE GOVERNANCE

A compliance certificate from the Secretarial Auditor regarding compliance of conditions of corporate governance is annexed as Annexure- I as a part of this report as per Regulation 34 read with Para E of Schedule V of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015

DISCLOSURES

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Deepak Agarwal (Chairman), Mr. Rakesh Chand Agarwal and Mr. Vimal Kumar Sharma as other members.

The Audit Committee coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts.

All the recommendations made by the Audit Committee were accepted by the Board.

Four meetings of the Audit Committee were held during the year. The details of which are provided in Report on Corporate Governance.

Stakeholders'' Relationship Committee

The Committee had one meeting during the year. The details of which are provided in Report on Corporate Governance. There is no unresolved pending investor grievance.

Nomination & Remuneration Committee

Matters as prescribed under Sub-Sections (1) and (3) of section 178 of the Companies Act, 2013

The Nomination & Remuneration Committee consists of three Independent Directors. The Committee had one meeting during the year. The details of which are provided in Report on Corporate Governance. The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration payable to them and other employees as per the policy as available with the website of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Tn line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal.

The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The WBP may be accessed on the Company’s website at the link www.sulabh.org.in.

RISK MANAGEMNT FRAMEWORK

The Board has formulated Risk management policy including procedures and risk assessment to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks

impacting the Company''s business and take suitable action for risk identification, risk minimization and risk optimization.

The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

INVESTOR RELATIONS

At Sulabh engineers and Services Limited, we consider Investor Relations to be the key to building transparent, open and long-term relationships with our stakeholders. Our Investor Relations program is committed to maintaining effective communication with the investing community by adopting best practices.

Your Company always endeavors to keep the time of response to shareholders request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' Grievance Committee of the Board meets periodically and reviews the status of the Shareholders'' Grievances. The shareholders of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz.. National Securities Depository Limited and Central Depository Services (India) Limited.

MEETING OF BOARD

The Board of Directors held Five meetings during the year, the details of which are provided in Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 18S

All Contracts / Arrangements / Transactions executed by the Company during the financial year with related parties were in the ordinary course of business and on ami''s length basis. The Audit Committee reviews all Related Party Transaction on quarterly basis. Company have been clearly identified in Note No. 4.3 (in both Standalone and Consolidated) in the balance sheet section annexed to this report and Particulars of such related party transactions described in Form AOC-2 as required under Section 134 (3)(h) of the Act. read with Rule 8(2) of the C ompanies (Accounts) Rules 2014, which is annexed herewith as “ Annexure G".

The related party disclosures as specified under Para A of Schedule V read with Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 is forming part in Notes to Financial Statements.

The board has approved a policy for related party transactions which has been hosted on the website of the Company. The web-link for the same https://www.sulabh.org.in/upload/PDF/00000061.pdf. The related party transactions, wherever necessary are earned out by company as per this policy. There were no materially significant related party transactions entered into by the company during the year, which may

have potential conflict with the interest of the company at large. There were no pecuniary relationship or transactions entered into by any Independent Directors with the company during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As the Company being a NBFC registered with RBI the restrictions contained in the said provisions are not applicable to the Company. During the year under review the Company has invested surplus funds in various securities in the ordinary course of business. For details of the investments of the Company refer to Note No. 2.3 of the financial statements.

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

As per the provisions of Section 134(3) (m) of the Companies Act, 2013, relating to conservation of energy and technology absorption. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy.

Foreign Exchange earnings and outgo is NIL.

ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013

In pursuance to the provisions of Section 92(3) of the Companies Act, 2013 read with Rules made thereunder and amended time to time, the Annual Return of the Company is available on the website of the company i.e. www.sulabh.org.in and the web link of the same is https://www. sulabh.org.in/upload/PDF/00000338.pdf

REPORTING FRAUD

During the year under review, no frauds have been reported by the Auditor (Statutory Auditor, Secretarial Auditor) to the Audit Committee / Board, under Section 143(12) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement and forms part of the Annual Report as “Annexure D".

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also available on Company’s website. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

MANAGEMENT DISCUSSION AND ANALYSIS

As per the requirements of Regulation 34(2)(e) of SEB1 Listing Obligations and Disclosure Requirements,2015 is annexed herewith as “Annexure E”.

RESERVE BANK OF INDIA DIRECTIONS

The Company from the date of receipt of NBFC license continues to comply with all the applicable regulations, guidelines, etc. prescribed by the RBI, from time to time. As a systemically important nondeposit taking NBFC, the Company always strives to operate in compliance with applicable RBI guidelines and regulations and employs its best efforts towards achieving the same.

PREVENTION OF INSIDER TRADING

The Company has updated the Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Board of Directors and the designated employees have confirmed compliance with the Code. The Updated Code of Conduct has already posted on Company’s website.

OTHERS

The Directors state that no disclosure or reporting is required in respect of the following items, during the year under review:

1. No sweat equity shares and shares with differential rights as to dividend, voting or otherwise were issued;

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

No significant or material orders were passed by the Regulators, Courts, or Tribunals that impact the going concern status and future operations of the Company, except for the following:

1) Show Cause Notice: On February 12,2018, a common Show Cause Notice was issued by the Learned Adjudicating Officer against 150 persons/entities, including the Company, for alleged violations of Regulation 3(a), (b), (c), (d), and Regulation 4(1), 4(2)(a), (b), and (e) of the SLBI (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, 2003.

2) Adjudication Order: As a result of these proceedings, an Adjudication Order dated August 30, 2022 (Order No. GR/PU/2022-23/19002-19146) was issued by the Learned Adjudicating Officer of SLBI under Section 15-1 of the Securities and Exchange Board of India Act, 1992, read with Rule 5 of the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995. The order imposed a penalty of Rs. 20,00,000/- on the Company for the alleged violations. An adverse order was also issued against the Promoters: Mrs. Deepa Mittal, Mr. Manoj Kumar Agarwal, Mr. Santosh Kumar Agarwal, Mrs. Sandhya Agarwal, Mrs. Ruchi Agarwal, Mrs. Krishna Agarwal, and Mr. Manish Agarwal.

3) Appeal to the Securities Appellate Tribunal: The Company filed Appeal No. 1038 of 2022 challenging the Adjudication Order dated August 30, 2022, before the Hon''ble Securities Appellate Tribunal. The Promoters, namely Mrs. Deepa Mittal, Mr. Manoj Kumar Agarwal, Mr. Santosh Kumar Agarwal, Mrs. Sandhya Agarwal, Mrs. Ruchi Agarwal, Mrs. Krishna Agarwal, and Mr. Manish Agarwal, also filed separate appeals against the same order.

4) Outcome of Appeal: On August 11, 2023, the Hon''ble Securities Appellate Tribunal allowed the appeal filed by Mr. Santosh Kumar Agarwal and set aside the Adjudication Order dated August 30,

2022, with respect to him.

5) Rejection of Other Appeals: On September 5, 2023, the Hon''ble Securities Appellate Tribunal rejected the Company''s appeal. Consequently, the Adjudication Order dated August 30, 2022, has become binding on the Company. During the pendency of the appeal, the Company has already paid the penalty imposed by the Adjudication Order.

6) Dismissal of Promoters'' Appeals: The Hon''ble Securities Appellate Tribunal also dismissed the appeals filed by the Promoters—Mrs. Deepa Mittal, Mr. Manoj Kumar Agarwal, Mrs. Sandhya Agarwal, Mrs. Ruchi Agarwal, Mrs. Krishna Agarwal, and Mr. Manish Agarwal on September 5,

2023.

Scale Based Regulations

Reserve Bank of India issued a circular on Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs on 22 October 2021 ("SBR Framework"). As per the framework, based on size, activity, and risk perceived, NBFCs are categorized into four layers, NBFC - Base Layer (NBFC-BL), NBFC - Middle Layer (NBFC-ML), NBFC - Upper Layer (NBFC-UL) and NBFC - Top Layer (NBFC-TL). As per RBI categorization we, Sulabh Engineers and Services Limited as an NBFC come under - Base Layer (NBFC-UL). Company has made the Disclosure in the financial Statement as required under Scale Based Regulation (SBR) of RBI.

Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016

During the year under review, there was no application filed by or against the Company for corporate insolvency process under IBC before the NCLT.

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

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

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Mar 31, 2016

Dear Shareholders,

It is indeed and honor for Board of Directors to present the 33^rd Annual Report together with Audited statement on the business and operations of the company for the year ended on 31^st March, 2016.

FINANCIAL RESULTS:

Particulars	2015-16 (Rs.)	2014-15 (Rs.)
Revenue From Operations	10,051,617	10,804,242
Other Income	4,705	4,287
Total Income	10,056,322	10,808,529
Profit/(Loss) Before Interest & Dep.	7,512,164	8,382,631
Less: Interest	13,184	229,629
Less: Depreciation	365,979	591,115
Profit / (Loss) Before Tax	7,133,001	7,561,887
Less: Current Tax	2,200,000	2,500,000
Less: Deferred Tax	34,707	79,935
Net Profit After Tax	49,67,708	51,41,822

RESULTS OF OPERATIONS AND STATE OF AFFAIRS

The highlights of the performance during the year under review are as under:

- Total Revenue from Operations decreased by 6.97% to Rs.10,051,617/- (Previous year Rs.10,804,242/-).

- Profit Before Interest & Dep. decreased by 10.38% to Rs.7,512,164/- (Previous year Rs.8,382,631/).

- PAT decreased by 3.39% to Rs.4,967,708/- (Previous year Rs.5, 141,822/-).

ASSET GROWTH

Total Assets of the Company stood at Rs.226,709,020/- as compared to Rs.221,733,302/- during the last year, showing an increase of 2.24%.

SHARE CAPITAL

The paid up equity capital as on March 31, 2016 was Rs.100475000/-. During the year under review, the Company has not issued shares with differential voting rights nor has issued any sweat equity. As on March 31, 2016, none of the Directors of the Company hold any convertible instruments of the Company.

DIVIDEND

It was decided by the Board not to declare any dividend this year.

TRANSFER TO RESERVES

The Company transferred an amount of Rs. 9, 93, 542/- to the Special Reserves under section 45IC of RBI Act, during the year.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statement of the Company prepared in accordance with applicable Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is provided in the Annual Report.

SUBSIDIARY COMPANIES

As on March 31, 2016, the Company has the following subsidiaries:

1. Rodic Coffee Estates Private Limited.

The audited financial statements, the Auditors Report thereon and the Board''s Report for the Company''s subsidiaries for the year ended March 31, 2016 are available on the website of the Company. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

MATERIAL SUBSIDIARIES

There are no material subsidiaries of the Company. The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company''s website at www.sulabh.org.in

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Board of Directors states that:

a) In preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 proper internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively;

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

CORPORATE GOVERNANCE

The Company has been observing best governance practices and is committed to adhere to the Corporate Governance requirements on an ongoing basis. A separate section on Corporate Governance as stipulated under Part C of Schedule V and a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance, as stipulated under Part E of Schedule V of the SEBI (Listing Obligation and Discloser Requirements) 2015 forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

There are no Related Party Transactions made by the Company and hence, enclosing of Form AOC-2 is not required.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the requirement of Section 135 of the Companies Act, 2013 for applicability of Corporate Social Responsibility and so the Company is not required to contribute towards CSR for the financial year under review.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal controls. Internal Auditors report to the Chairman of the Audit Committee of the Board and ensure compliances with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the company is duly constituted.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mrs. Seema Mittal retires by rotation at the ensuing Annual General Meeting and offers herself for reappointment.

Mr. Umesh Khandelwal an Independent director submitted his resignation to the Board on October 01, 2015 due to other preoccupations. The same was accepted by the Board in its meeting held on October 28, 2015.

Mrs. Sudeepti Srivastava, Company Secretary was appointed as an Additional Director by the Board with effect from December 31, 2015, pursuant to Section 161 of the Companies Act, 2013, and shall hold office up to the date of the ensuing AGM. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with a deposit of 1, 00,000/- proposing the candidature of Mr. Sudeepti Srivastava for the office of Independent Director, to be appointed as such under the provisions section 149, 150 and 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of Independence provided under Section 149(6) of the said Act. & Regulation 16 (1)(b) of the SEBI (Listing Obligation and Discloser Requirements) 2015.

FORMAL ANNUAL PERFORMANCE EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013 & Regulation 17 (10) of the SEBI (Listing Obligation and Discloser Requirements) 2015. The Nomination and Remuneration Committee has carried out evaluation of performance of every Director. The board has carried out an Annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent Director was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Director at their separate Meeting.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection of Directors, determining Directors independence and payment of remuneration to Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Policy is stated in the Report on Corporate Governance.

FAMILIARIZATION PROGRAM

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at www.sulabh.org.in

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s 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 is available on Company''s website.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

M/s. Satish Soni & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

CS Gopesh Sahu, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2015-16 as required under section 204 of the Companies Act, 2013 and the rules there under. The Secretarial Audit report for the financial year 2015-16 forms part of the Annual Report as "Annexure A" to the Board''s Report.

The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

DISCLOSURES Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Rajiv Agarwal (Chairman), Mr.Rakesh Chand Agarwal and Mr. Manoj Kumar Agarwal as other members. The Audit Committee played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board.

Five meetings of the Audit Committee were held during the year. The details of which are provided in Report on Corporate Governance.

Stakeholders'' Relationship Committee

The Committee had four meetings during the year. The details of which are provided in Report on Corporate Governance. There is no unresolved pending investor grievance.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration payable to them and other employees.

The Nomination and Remuneration Committee held two meetings during the year. The details of which are provided in Report on Corporate Governance.

Vigil Mechanism / Whistle Blower Policy

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The WBP may be accessed on the Company''s website at the link www.sulabh.org.in

Risk Management

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company''s business and document their process of risk identification, risk minimization, risk optimization as a part of a Risk Management Policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary. One meeting of the Risk Management Committee was held during the year. The details of which are provided in Report on Corporate Governance.

Meetings of Board

The Board of Directors held nine meetings during the year, the details of which are provided in Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Particulars of Loans, Investments, Guarantees

During the year under review, the Company has not given any loans and guarantees. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note no. 9 & 10 of Notes to the Financial Statements.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As per the provisions of Section 134(3) (m) of the Companies Act, 2013, relating to conservation of energy and technology absorption .there is a system of proper check and control in order to avoid unnecessary wastage of power and energy.

Foreign Exchange earnings and outgo is NIL.

Extract of Annual Return

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2016 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure B".

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure C ".

Details Of Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company''s Operations In Future

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

Disclosure under Sexual Harassment of Women

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. & also available on Company''s website. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

MANAGEMENT DISCUSSION AND ANALYSIS

As per the requirements of Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure Requirements,2015 is annexed herewith as "Annexure D".

RESERVE BANK OF INDIA DIRECTIONS

Your Company is non-banking finance company (NBFC). Accordingly, during the year, Company has not accepted any deposits from the public and there were no deposits which become due for repayment or renewal.

Company has complied with the directives issued by the Reserve Bank of India under the Non Banking Financial Companies (Reserve Bank of India) Directions, 2007, and Non-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions, 2015 as amended from time to time.

SUSPENSION OF TRADING

BSE has suspended trading in the securities of the Company w.e.f. 07 January 2015 pursuant to directions received from SEBI as a surveillance measure until further notice. ACKNOWLEDGMENTS

The Board of Directors acknowledge with thanks for the support extended by the bankers, business associates, clients, consultants, advisors, shareholders, investors and the employees of the Company and subsidiaries for their continued co-operation and support.

The Board of Directors would also like to appreciate for the co-operation received from the Reserve Bank of India, SEBI, NSE & BSE and all other statutory and/or regulatory bodies.

For and on behalf of the Board

Sd/- Sd/-

Rajiv Agarwal Rakesh Chand Agarwal

Director Director

DIN:03445523 DIN:3539915

Place: Kanpur

Date: May 30, 2016

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Mar 31, 2015

Dear Shareholders,

The is indeed and honor for Board of Directors to present the 32nd Annual Report together with Audited statement on the business and operations of the company for the year ended on 31st March, 2015.

FINANCIAL RESULTS:

2014-2015 2013-2014 (Rs.) (Rs.)

Income 10808529 9020251

Profit/(Loss) before interest & dep. 8382631 5986169

Less:

Interest 229629 142833

Depreciation 591115 521602

Profit / (Loss) Before Tax 7561887 5321734

Current Tax 2500000 1692956

Deferred Tax 79935 48590

5141822 3677368

RESULTS OF OPERATIONS AND STATE OF AFFAIRS

The highlights of the performance during the year under review are as under:

- Total Revenue increased by 19.83% to 10808529 (Previous year 9020251).

- Profit before interest & dep. increased by 25.61% to 8153002 (Previous year 5843336).

- PAT increased by 39.82% to 5141822 (Previous year 3677368).

The increase in the Total Revenue, Profit before interest & dep. and PAT during the year is attributable to larger deployment of funds and recovery of dues during the year.

ASSET GROWTH

Total Assets of the Company stood at Rs. 221733302/- as compared toRs.215718274/- during the last year, showing an increase of 2.79%.

DIVIDEND

Directors are of the view that the area of operation the company should be increased. For that Company needs to conserve the financial resources for meeting financial requirements of those future business projects. Hence it was decided by your director not to declare any dividend this year.

TRANSFER TO RESERVES

The Company transferred an amount of 10, 28, 364 to the Special Reserves under section 45IC of RBI Act, during the year.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statement of the Company prepared in accordance with applicable Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is provided in the Annual Report.

SUBSIDIARY COMPANIES

As on March 31, 2015, the Company has the following subsidiaries:

1. Rodic Coffee Estates Private Limited.

The audited financial statements, the Auditors Report thereon and the Board's Report for the Company's subsidiaries for the year ended March 31, 2015 are available on the website of the Company. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

MATERIAL SUBSIDIARIES

There are no material subsidiaries of the Company. The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company's website at www.sulabh.org.in

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Board of Directors states that:

a) in preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

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 as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 proper internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively;

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

CORPORATE GOVERNANCE

The Company has been observing best governance practices and is committed to adhere to the Corporate Governance requirements on an ongoing basis. A separate section on Corporate Governance and a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

Company has not entered into any related parties transactions.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the requirement of Section 135 of Companies Act 2013 for applicability of Corporate Social Responsibility.

RISK MANAGEMENT

The Board of Directors of the Company has constituted Risk Management Committee which is entrusted with the responsibility to assist the Board in identification and mitigation of risks associated with the business of the Company. The details of the Risk Management Committee is provided in the Report on Corporate Governance forming part of this Annual Report.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the company is duly constituted.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mrs. Seema Mittal, retires by rotation at the ensuing Annual General Meeting and offers herself for reappointment.

During the year under review, the members approved the appointment of Mr. Rakesh Chand Agarwal, Mr. Rajiv Agarwal, and Mr. Umesh Khandelwal as Independent Directors who are not liable to retire by rotation.

Shri Santosh Kumar Agarwal, a non executive director submitted his resignation to the Board on May 30, 2015 due to other preoccupations. The same was accepted by the Board in its meeting held on May 30, 2015. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Shri Santosh Kumar Agarwal towards the growth and development of the company during his tenure as a director.

Shri Vivek Khanna, an Independent director submitted his resignation to the Board on May 30, 2015 due to other preoccupations. The same was accepted by the Board in its meeting held on May 30, 2015. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Shri Vivek Khanna towards the growth and development of the company during his tenure as a director.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

FORMAL ANNUAL PERFORMANCE EVALUATION

The Board has carried out an annual performance evaluation of Independent Directors, Board, and other individual Directors as per the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Process of evaluation was followed as per the Policy laid down in this regard.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection of Directors, determining Directors independence and payment of remuneration to Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is stated in the Report on Corporate Governance.

FAMILIARIZATION PROGRAM

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at www.sulabh.org.in

AUDITORS AND AUDITORS' REPORT Statutory Auditors

M/s. Satish Soni & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on financial statements referred to in the Auditors Report are self–explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Gopesh Sahu, Company Secretary in Practice to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

DISCLOSURES Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Rajiv Agarwal (Chairman), Mr.Rakesh Chand Agarwal and Mr. Manoj Kumar Agarwal as other members. The Audit Committee played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board. Five meetings of the Audit Committee were held during the year.

Stakeholders' Relationship Committee

The Committee met two times during the year. There is no unresolved pending investor grievance.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration payable to them and other employees. The Nomination and Remuneration Committee met twice during the year.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any. The WBP may be accessed on the Company's website at the link www.sulabh.org.in

Meetings of Board

Six meetings of the Board of Directors were held during the year, the details of which are provided in Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Particulars of Loans, Investments, Guarantees

Not applicable being a Non-Banking Finance Company. However the details of the investments made by company are given in the notes to the financial statements.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to conservation of energy and technology absorption are not applicable to the Company. However, there is a system of proper check and control in order to avoid unnecessary wastage of power and energy.

Foreign Exchange earnings and outgo is NIL.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed to this Report.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

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

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

Reserve Bank of India Directions

Your Company is non-banking finance company (NBFC). Accordingly, during the year, Company has not accepted any deposits from the public and there were no deposits which become due for repayment or renewal.

Company has complied with the directives issued by the Reserve Bank of India under the Non Banking Financial Companies (Reserve Bank of India) Directions, 2007, as amended from time to time.

Increase in Share Capital

The paid up equity capital as on March 31, 2015 was Rs.100475000/-. During the year under review, the Company has not issued shares with differential voting rights nor has issued any sweat equity. As on March 31, 2015, none of the Directors of the Company hold any convertible instruments of the Company.

Disclosure under Sexual Harassment of Women

Company has Sexual Harassment Policy in place and available on Company's website. During the year under review, there were no complaints from any of the employee.

Suspension of Trading

BSE has suspended trading in the securities of the Company w.e.f. 07 January 2015 pursuant to directions received from SEBI as a surveillance measure until further notice.

ACKNOWLEDGMENTS

The Board of Directors Yours Directors acknowledge with thanks for the support extended by the bankers, business associates, clients, consultants, advisors, shareholders, investors and the employees of the Company and subsidiaries for their continued co-operation and support.

The Board of Directors would also like to appreciate for the co-operation received from the Reserve Bank of India, SEBI, NSE & BSE and all other statutory and/or regulatory bodies.

For and on behalf of the Board

Sd/- Sd/-

Manoj Kumar Agarwal Rakesh Chand Agarwal

CEO and Whole Time Director Director

DIN: 01767926 DIN: 3539915

Place: Kanpur

Date: May 30, 2015

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Mar 31, 2014

Dear Shareholders,

The Board of Directors feel privileged to present the 31st Annual Report together with Audited statement on the business and operations of the company for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

2012-2013 2011-2012 (Rs.inRs.000) (Rs.inRs.000)

Income 9020.25 11008.76

Profit/(Loss) before interest & dep. 5986.16 7145.74

Less:

Interest 142.83 526.59

Depreciation 521.60 363.32

Profit / (Loss) Before Tax 5321.73 6255.83

Provision for Taxation 1692.95 2000.00

Deferred Tax 48.59 33.69

3677.37 4289.52

OPERATIONAL RESULTS:

During the year under review, the company has received an income of Rs. 9020.25 (in 000) as compared to the previous year income of Rs. 11008.76 (in 000) and earned a profit after tax of Rs. 3677.37 thousand as compared to the previous year profit of Rs. 4289.52 thousand. Though the performance of company is marginally less in comparison of the last year still your directors are trying to improve the performance of the company and are hopeful for the better result of the company in the next financial year.

EXEMPTION UNDER SECTION 212(8) OF THE COMPANIES ACT, FOR NOT ATTACHING THE BALANCE SHEET OF THE SUBSIDIARY COMPANIES:

In view of the directions issued by the Ministry vide General Circular No: 2 /2011, dated 08.02.2011 in regard to exemption under Section 212(8) of the Companies Act, for not attaching the balance sheet of the subsidiary concerned; therefore, Board of Directors of your Company have given their consent for not attaching the balance sheet of the subsidiary concerned. The Annual Accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

DIVIDEND:

To invest in new projects and increase the area of operation, Company needs to conserve the financial resources of the company for meeting financial requirements of those future business projects. It was decided by your director not to declare any dividend this year.

FIXED DEPOSIT:

Company has not accepted any deposit prescribed U/s 58A of the companies Act 1956 during the financial year 2013-14.

AUDITORS:

Satish Soni & Co., Chartered Accountants, from whom company has received a certificate that his appointment as Auditors, is within the limit as laid down u/s 139 of the companies Act, 2013, shall hold office from the conclusion of this Annual General Meeting to the conclusion of 34th Annual General Meeting subject to approval of Shareholders in every Annual General Meeting.

CHANGE IN MANAGEMENT & TAKEOVER:

There is no change in the management of the company during the Financial Year.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

As stipulated in section 217 (2AA) of Companies Act 1956, Your Directors subscribe to the Directors Responsibility statement and confirm as under:

i. That the preparations of the annual accounts, the applicable accounting

standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 of the company for that period.

iii. That the directors have taken proper and sufficient care of 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.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial.

DIRECTORS:

The Board of the company is duly constituted.

C.A. Vivek Khann and CA Umesh Chand Khandelwal who were appointed as Additional Director are eligible to be appointed as regular Director and offers themselves to be appointed at the AGM.

None of the Directors is Disqualified u/s 164 of the companies Act, 2013.

AUDITORS REPORT:

The observation as per Auditors Report is self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES:

As the company is required to comply with clause 49 of the Listing Agreement so the Corporate Governance Report confirming the compliance of conditions of corporate Governance forms part of the Annual Report.

LISTING OF SHARES:

The Company''s shares are listed with the Bombay Stock Exchange Ltd., 1st Floor, P.J.Towers, Dalal Street, Mumbai and Uttar Pradesh Stock Exchange Ltd., Padam Tower, 14/113, Civil Lines, Kanpur.

RISK AND INTERNAL ADEQUACY:

The company has adequate internal control procedures commensurate with its size and nature of its business. The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal control and mismanagement.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy. Foreign Exchange earnings and outgo is NIL.

EMPLOYEES:

The particulars as required u/s217 (3A) of the companies Act, 1956 are furnished as none of the employee is drawing remuneration of Rs.500000/- or more per month if employees for apart of the year of Rs.6000000/-if employed throughout the period.

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and govt. Authorities.

By the Order and on behalf of the Board of Directors SULABH ENGINEERS AND SERVICES LTD.

SD/- SD/ PLACE: KANPUR Manoj Kumar Agarwal Rakesh Chand Agarwal DATE : 28-05-2014 DIRECTOR DIRECTOR

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Mar 31, 2013

Dear Shareholders,

The Directors take pleasures in presenting the 30th Annual Report together with Audited statement on the business and ope rations of the company forthe year ended on 31st March, 2013.

FINANCIAL RESULTS:

2012-2013 2011-2012 (Rs.in''000) (Rs.in''OOO)

Income 11008.76 3782.90

Profit/(Loss) before interest &dep. 6619.15 2013.47 Less:

Interest 0.00 0.00

Depreciation 363.32 0.28

Profit/(Loss) Before Tax 6255.83 2013.19

ProvisionforTaxation 2000.00 533.20

Deferred Tax (33.69) 0.00

Profit after Tax 289.52 1479.99

OPERATIONAL RESULTS:

During the year under review, the company has received an income of Rs. 11008.76 thousand as compared to the previous year income of Rs. 3782.90 and earned a profit after tax of Rs. 4289.52 thousand as compared to the previous year profit of Rs. 1479.99 thousand. Though the performance of company is better than the last year still your directors are trying to improve the performance of the company and are hopeful for the better result of the company inthe next financial year.

EXEMPTION UNDER SECTION 212(8) OF THE COMPANIES ACT, FOR NOT ATTACHING THE BALANCE SHEET OFTHESUBSIDIARYCOMPANIES:

In view of the directions issued by the Ministry vide General Circufar No: 2 /2D11, dated 08.02.2011 in regard to exemption under Section 212(8) of the Companies Act, for not attaching the balance sheet of the subsidiary concerned; therefore, Board of Directors of your Company have given their consent for not attaching the balance sheet of the subsidiary concerned. The Annual Accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of detaiis of accounts of subsidiaries to any shareholder on demand.

DIVIDEND:

In view to conserve the financial resources of the company for meeting financial requirements for future business projects it was decided by your director not to declare any dividend this year.

FIXED DEPOSIT:

Company has not accepted any deposit prescribed U/s 58A of the companies Act 1956 during the financial year 2012-13.

AUDITORS:

Satish Soni & Co., Chartered Accountants, from whom company has received a certificate that his appointment as Auditors, is within the limit as laid down 224(1 B) of the companies Act, 1956, shall hold office from the conclusion of this Annual General Meeting to the conclusion of 31st Annual General Meeting.

CHANGE IN MANAGEMENT & TAKEOVER:

There is no change in the management of the company during the Financial Year. RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

As stipulated in section 217 (2AA) of Companies Act 1956, Your Directors subscribe to the Directors Responsibility statement and confirm as under:

i. That the preparations of the annual accounts, the applicable accounting standards have been followed along with properexplanation relating to material departures. a That the Directors have selected such accounting policies and applied them consistently and made

"¦ [udgment 23SSSS reasonable and prudent so as to give a true and fa* view of the state of affairs of the company at the end of financia! year and of the Prof* of the company for that period. iii That the directors have taken proper and sufficient care of the maintenance of adequate accounting records

InaccordancS and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on a going concern basts.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial.

DIRECTOR:

The Board ofthe company is duly constituted.

Shri Niranjan Swaroop Gael who was appointed as Additional Director is eligible to be appointed as regular Director and offers himself to be appointed at the AGM. None of the Directors is Disqualified u/s 274(1) (g) of the companies Act, 1956.

AUDITORS REPORT:

The observation as per Auditors Rportis self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES:

As the company is required to comply with clause 49 ofthe Listing Agreement so the Corporate Governance Report confirming the compliance of conditions of corporate Governance forms part ofthe Annual Report.

LISTING OF SHARES:

The Company''s shares are listed with the Bombay Stock Exchange Ltd., 1 st Floor, P. J.Towers, Dalai Street, Mumbai and Uttar Pradesh Stock Exchange Ltd., Padam Tower, 14/113, Civil Lines, Kanpur.

RISK AND INTERNAL ADEQUACY:

The company has adequate internal control procedures commensurate with its *^J^.°^^ ^ Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal control and mismanagement. CONSERVATION OFENERGYANDTECHNOLOGYABSORPTION ANDFOREIGNEXCHANGEEARNINGOUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading act vSes a''nd usSe powe9r Ling devices by implementing the advanced and latest technology ¦« «™ ^ operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy. Foreign Exchangeearnings and outgo is NIL.

EMPLOYEES:

The particulars as required u/s217 (3A) of the companies Act, 1956 are furnished as none of the employee is drawing remuneration of Rs.500000/- or more per month if employees for apart of the year of Rs.6000000/-if employed throughout the period.

ACKNOWLEDGE

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and govt. Authorities. By the Order and on behalf of the Board of Directors

SULABH ENGINEERS AND SERVICES LTD.

SDA SD/

PLACE: KANPUR Manoj Kumar Agarwal Rakesh Chand Agarwal

DATE : 28-05-2013 DIRECTOR DIRECTOR

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Mar 31, 2012

The Directors take pleasures in presenting the 29th Annual Report together with Audited statement on the business and operations of the company for the year ended on 31st March, 2012.

FINANCIAL RESULTS: 2011-2012 2010-2011 (Rs.in'000) (Rs.in'000)

Income 3782.90 272.88

Profit/(Loss) before interest & dep. 2013.19 67.42

Less:

Interest 0.00 0.00

Depreciation 0.28 0.03

Profit / (Loss) Before Tax 2013.19 67.39

Provision for Taxation 0.00 0.00

Provision for Taxation For earlier year 0.00 0.00

1479.99 67.39

OPERATIONAL RESULTS:

During the year under review, the company has received an income of Rs.3782.90 Thousand as compared to the previous year income of Rs.272,88 and earned a profit after tax of Rs.2013.19 thousand as compared to the previous year profit of Rs.67.39 thousand. Though the performance of company is better than the last year still your directors are trying to improve the performance of the company and are hopeful for the better result of the company in the next financial year.

DIVIDEND:

In view to conserve the financial resources of the company for meeting financial requirements for future business projects it was decided by your director not to declare any dividend this year.

FIXED DEPOSIT:

Your company has not accepted any deposit prescribed U/s 58A of the companies Act 1956 during the financial year.

AUDITORS:

Satish Soni & Co., Chartered Accountants, from whom company has received a certificate that his appointment as Auditors, is within the limit as laid down 224(1B) of the companies Act, 1956, shall hold office from the conclusion this Annual General Meeting to the conclusion of 30th Annual General Meeting.

CHANGE IN MANAGEMENT & TAKEOVER:

There is no change in the management of the company during the Financial Year.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

As stipulated in section 217 (2AA) of Companies Act 1956, Your Directors subscribe to the Directors Responsibility statement and confirm as under:

i. That the preparations of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 of the company for that period.

iii. That the directors have taken proper and sufficient care of 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.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial,

DIRECTOR:

The Board of the company is duly constituted and there has been no change in the composition of the board.

Shri Santosh Kumar Agarwal is eligible to retire by rotation at the AGM.

None of the Directors is Disqualified u/s 274(1) (g) of the companies Act, 1956.

AUDITORS REPORT:

The observation as per Auditors Rport is self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES:

As the company is required to comply with clause 49 of the Listing Agreement so the Corporate Governance Report confirming the compliance of conditions of corporate Governance forms part of the Annual Report.

LISTING OF SHARES:

The Company's shares are listed with the Bombay Stock Exchange Ltd., 1st Floor, P.J.Towers, Dalai Street, Mumbai and Uttar Pradesh Stock Exchange Ltd., Padam Tower, 14/113, Civil Lines, Kanpur. The company had made preferential allotment of 70, 00,000 equity shares on 22-03-2012 in respect of which proper intimation has been given to the stock exchanges and the listing approval for the same has been granted by BSE Ltd. Trading permission from BSE Ltd and listing approval as well as trading permission from UPSE Ltd is being awaited.

RISK AND INTERNAL ADEQUACY:

The company has adequate internal control procedures commensurate with its size and nature of its business. The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal control and mismanagement.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy. Foreign Exchange earnings and outgo is NIL.

EMPLOYEES:

The particulars as required u/s217 (3 A) of the companies Act, 1956 are furnished as none of the employee is drawing remuneration of Rs.500000/- or more per month if employees for apart of the year of Rs.6000000/-if employed throughout the period.

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and govt. Authorities.

By the Order and on behalf of the Board of Directors

SULABH ENGINEERS AND SERVICES LTD.

PLACE: KANPUR

DATE : 16-07-2012 SD/- SD/

Manoj Kumar Agarwal Deepa Mittal

DIRECTOR DIRECTOR

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Mar 31, 2011

Dear Shareholders

The Directors take pleasures in presenting the 28th Annual Report together with Audited Statements on the business and operations of the Company for the year ended on 31st March, 2011.

FINANCIAL RESULTS:

2010-2011 2009-2010 (Rs. in '000) (Rs. in '000)

Income 272.88 719.65

Profit/(Loss) before interest & dep. 67.42 583.54

Less:

Interest 0.00 0.00

Depreciation 0.03 0.03

Profit/(loss) before tax 67.39 583.51

Provision for taxation 0.00 39.00

Provision for taxation for earlier year 0.00 2.35

Profit/Loss after tax 67.39 542.16

OPERATIONAL RESULTS

During the year under review, the company has received an income of Rs. 272.88 thousand as compared to the previous year income of Rs. 719.65 and earned a profit after tax of Rs. 67.39 thousand as compared to the previous year profit of Rs. 542.16 thousand. Your directors are trying to improve the performance of the Company and are hopeful for the better result of the Company in the next financial year.

DIVIDEND

In view to conserve the financial resources of the Company for meeting financial requirements for future business projects it was decided by your director not to declare any dividend this year.

FIXED DEPOSIT

Your Company has not accepted any deposit prescribed U/s 58A of the Companies Act 1956 during the financial year.

AUDITORS

Rakesh Soni & Co., Chartered Accountants, retiring as Auditors, from whom company has received a Certificate, their appointment is made shall be with in limit as laid down 224(1B) of the Companies Act, 1956 and Rakesh Soni & Co., Chartered Accountants, are eligible offer for re-appointment.

CHANGE IN MANAGEMENT AND TAKEOVER

The Business carried on by the Company has been taken over by the New Management in pursuance with the SEBI (Substantial Acquisition of Shares And Takeover) Regulations 1997 in and proper intimation and disclosures have been made to all the concerned authorities i.e. Stock Exchanges, RBI, Registrar of Companies and Securities Exchange And Board of India and the approvals has been granted for the same by the authorities.

SUCCESSFUL COMPLETION OF PUBLIC OFFER

The Share Purchase Agreement in the matter of takeover process had been entered into between the Acquirers and the old Promoters of the Company and Public Announcement and an open offer had been made by the Acquirer in pursuance with SEBI (Substantial Acquisition of Shares And Takeover) Regulations, 1997. The takeover process has been completed successfully by fulfilling all the norms prescribed by the SEBI.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

As stipulated in Section 217(2AA) of Companies Act 1956, your Directors subscribe to the Directors Responsibility statement and confirm as under:

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

ii That the Directors have selected such accounting policies and applied them consistently and made judgment 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 of the company for that period.

iii That the Directors have taken proper and sufficient care of 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.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial.

DIRECTOR

The Board of the Company is duly constituted and there has been complete change in the composition of the Board, as the Company has been taken over by the new management during the financial year.

As none of the directors of the Company is a regular director, no one is eligible to retire by rotation at the AGM.

None of the Directors is disqualified u/s 274(l)(g) of the Companies Act, 1956.

AUDITORS REPORT

The observation as per Auditors Report are self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES

As the Company is required to comply with Clause 49 of the Listing Agreement so the Corporate Governance Report confirming the compliance of conditions of Corporate Governance forms part of the Annual Report.

LISTING OF SHARES:

The Company's shares are listed with the Uttar Pradesh Stock Exchange Association Limited, Padam Tower, 14/113, Civil Lines, Kanpur and Bombay Stock Exchange Limited, 1st Floor, P.J. Towers, Dalal Street, Mumbai. The Company had made preferential allotment of 2800000 equity shares on 21.03.2011 in respect of which proper intimation has been given to the Stock exchanges and the listing approval for the same along with trading permission has been granted by the both the Stock Exchanges.

RISK AND INTERNAL ADEQUACY:

The Company has adequate internal control procedures commensurate with its size and nature of its business. The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal control and mismanagement.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy. Foreign Exchange earnings and outgo is Nil.

EMPLOYEES:

The particulars as required U/S 217(3A) of the Companies Act, 1956 are furnished as none of the employee is drawing remuneration of Rs. 500000/- or more per month if employees for apart of the year of Rs. 6000000/- if employed throughout the period.

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and Govt. Authorities.

By the Order and on Behalf of the Board of Directors SULABH ENGINEERS AND SERVICES LIMITED

SD/- SD/- Manoj Kumar Agarwal Deepa Mittal DIRECTOR DIRECTOR

PLACE: KANPUR DATE : 05.09.2011

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Mar 31, 2010

The Directors have the pleasure in submitting their 27th Report for the Accounting Year ended on 31st March 2010.

FINANCIAL & OPERATIONAL RESULT

The Company has earned a profit of Rs. 5,42,159/- during the period after making provision for taxes. Barring unforeseen circumstances your directors expect better results during the coming year.

Dividend:

Your directors recommend a dividend of Rs. 0.60 per shares for the year ended 31-03-2010.

Directors:

Shri Ajay K. Sharma will retire from the Board by rotation and being eligible will be proposed for re-election as director at the ensuing Annual General Meeting.

Directors Responsibility Statement:

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

(i) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956,for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a `going concern basis.

Personnel:

There are no employees covered within the ceiling of the remuneration prescribed under Section 217 (2A) of the Companies Act, 1956.

Auditors :

Messrs. Tulsyan & Tulsyan, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Compliance Certificate under Companies Act, 1956.

Compliance Certificate issued in terms of the provisions of Section 383A of the Companies Act 1956 by Company Secretaries to the effect that the Company has complied with the applicable provisions of the said Act is attached to this report.

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

Considering the nature of business of the Company there are no particulars furnished in this report relating to conservation of energy and technology absorption. There were no foreign exchange earnings or outgo during the year.

NBFC Regulations

(a) The company has been registered with RBI as NBFC.

(b) The Board of Directors of the Company has passed a resolution for non-acceptance of any public deposits.

(c) The Company has not accepted any public deposits during the year under reference and there are no outstanding balances of public deposits.

(d) The company has complied with the prudential norms relating to income recognition, mandatory accounting standards, asset classification and provisioning of bad and doubtful debts as applicable to NBFCs.

For and on behalf of the Board

Place: Kanpur V.K.Jhunjhunwala

Dated: 24/05/2010 Director