Sobhagya Mercantile Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors hereby present the report of business and operations of your Company (''the Company'' or ''Sobhagya'')
along with the Audited Financial Statements for the financial year (F.Y.) ended 31^st March, 2025.

1. Financial Summary/Highlights:

The highlights of the standalone performance of the Company during the fiscal year are given hereunder:

Particulars	F.Y.2024-25	F.Y.2023-24
Total Income	16,040.72	12,010.61
Less: Total Expenditure	13,656.60	10,437.77
Profit/(Loss) before tax	2,384.12	1,572.85
Less: Tax Expenses	831.04	414.59
Profit/(Loss) after tax	1,553.08	1,158.26
Add: Other comprehensive Income, net of income tax	5.04	3.36
Profit/Loss and other comprehensive income during the year	1,558.12	1,161.63

2. Overview & State of the Company''s Affairs:

During the year under review, the Company achieved a
total income of Rs. 16,040.72 Lakhs, with a corresponding
profit of Rs. 1,553.08 Lakhs. This marks an increase from
the previous financial year, where the income stood at Rs.
12,010.61 Lakhs and the profit at Rs. 1,158.26 Lakhs. We
anticipate continued improvement in profit margins in the
coming years, driven by our strategic initiatives and a
comprehensive approach to fostering sustainable growth.

3. Dividend:

The Board of Directors does not recommend any
dividend on equity share capital for the financial year
2024-25.

4. Transfer to Reserves:

The Company has not transferred any amount to reserves
during the year under review.

5. Material Changes & Commitment affecting the
Financial Position of the Company:

During the period under review, there are no material
changes and commitments affecting the financial position
of the Company which have occurred between the end of
the financial year and the date of this report.

6. Significant & Material Orders passed by the
Regulators or Courts or Tribunals:

No significant or material orders have been passed against
the Company by the Regulators, Courts or Tribunals, which
impacts the going concern status and the Company''s
operations in future.

7. Transfer of Un-claimed Dividend/Shares to Investor
Education and Protection Fund:

There is no such amount of Un-paid or Unclaimed
Dividend/Shares to be transferred to Investor and
Education and Protection Fund for the financial year ended
31^st March 2025.

8. Revision of Financial Statements:

There was no revision of the financial statements for the
year under review.

9. Change in the nature of business, if any:

There was no change in the nature of business during the
year under review.

Furthermore, the Company has received In-Principle
Approval from the Central Government vide letter dated
03rd February, 2025 for approval of Mining Plan and Mine
Closure Plan (first Modification) for MARKI MANGLI IV
COAL MINE located in Wardha Valley Coal Field under

Section 5 (2)(b) of the Mines & Minerals (Development &
Regulation) Act, 1957.

The Board of Directors of the Company in their meeting
held on Friday, 14th February, 2025 approved the detailed
action plan for further steps, including the application for
a mining lease, environmental clearance, land acquisition,
and other necessary statutory applications, approvals,
and permissions for the Marki Mangli IV Coal Mine.

The Board in their meeting held on Friday, 14th February,
2025, acknowledged that the Company has been
conferred the status of "Mega Project" by the
Government of Maharashtra vide an offer letter dated
03rd January, 2025 for its Proposed Integrated Steel Plant
,Mega Project for the manufacture of 1) Sponge Iron- 1000
TPD, 2) Induction Furnace- 1500 TPD, 3) Rolling Mill (Long
& Flat Products)- 1500 TPD & 4) WHRB Power Plant- 32
MW at Village- Konsari, Dist. Gadchiroli [a ''Naxalism
Affected Areas'' zone] under the Package Scheme of
Incentives (PSI) 2019, GR No. PSI 2019/ CR.46/ Ind8 dated
16.09.2019 wherein the Company has proposed to invest
Rs. 837.94 Crores.

Following the issuance of the said offer letter, the
Company requested a revision of 5 years investment
period from the date of land allotment letter instead of
01.04.2023 to 31.03.2028. The Government of
Maharashtra has agreed to revise 5 years investment
period from the date of offer letter i.e. 03.01.2025 to
02.01.2030 as confirmed in an addendum issued on 4th
February, 2025.

In this regard, the Company has made an application for
allotment of 150 acres of Industrial land for ''Proposed
Integrated Steel Plant'' manufacturing of Sponge Iron
Unit, Steel Processing unit at Gadchiroli District,
Maharashtra.

10. Deposits from public:

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

11. Subsidiary Companies:

Your Company has no subsidiaries as on 31^st March, 2025.

12. Selection and procedure for nomination and
appointment of directors:

The Company has a Nomination and Remuneration
Committee (''NRC'') which is responsible for developing
competency requirements for the Board, based on the
industry and strategy of the Company. The Board
composition analysis reflects an in-depth understanding of
the Company, including its strategies, environment,
operations, and financial condition and compliance
requirements.

The NRC makes recommendations to the Board in regard
to appointment of new Directors and Key Managerial
Personnel (''KMP'') and Senior Management. The role of the
NRC encompasses conducting a gap analysis to refresh the
Board on a periodic basis, including each time a director''s
appointment or re-appointment is required. The NRC is
also responsible for reviewing the profiles of potential
candidates'' vis-a-vis the required competencies;
undertake a reference and due diligence and meeting of
potential candidates prior to making recommendations of
their nomination to the Board.

The appointee is also briefed about the specific
requirements for the position including expert knowledge
expected at the time of appointment.

13. Criteria for determining qualifications, positive
attributes and Independence of a director:

In terms of the provisions of Section 178(3) of the
Companies Act 2013 (''the Act''), and Regulation 19 of the
SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 (''Listing Regulations''), the NRC has
formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key
features of which are as follows:

Qualifications - The Board nomination process encourages
diversity of thought, experience, knowledge, age and
gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as
prescribed in the Act, the Directors are expected to
demonstrate high standards of ethical behavior,
communication skills and independent judgment. The
Directors are also expected to abide by the respective Code
of Conduct as applicable to them.

Independence - A director will be considered independent
if he / she meets the criteria laid down in Section 149(6)

of the Act, the Rules framed thereunder and Regulation
16(1)(b) of the Listing Regulations.

14.Independent Director''s Familiarization Programmes:

The familiarization program aims to provide the
Independent Directors with the scenario within the
Company''s business activity, the socio-economic
environment in which the Company operates, the
business model, the operational and financial
performance of the Company, significant development so
as to enable them to take well-informed decisions in
timely manner. The familiarization programme also seeks
to update the Directors on the roles, responsibilities,
rights and duties under the Companies Act, 2013 and
other statutes.

The policy on Company''s familiarization programme for
Independent Directors is hosted on your Company''s
website and its web link is www.sobhagyaltd.com.

15. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and
under Regulation 17(10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015; the
Board of Directors has undertaken an annual evaluation of
its own performance, performance of its various
Committees and individual Directors. The manner in
which the evaluation has been carried out has been
explained in the Corporate Governance Report of the
Company which forms an integral part of this Annual
Report.

16. Managerial Remuneration and Particulars of
Employees:

The information required under Section 197 of the
Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is furnished in
Annexure- I and annexed to the Directors'' Report.

Particulars of employees drawing remuneration in excess
of limits prescribed under Section 197 of the Companies
Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

There are no employees drawing remuneration of Rupees
One Crore and Two Lakhs or more per annum if employed
throughout the financial year or Rupees Eight Lakh and Fifty

Thousand per month if employed for part of the financial
year or draws remuneration in excess of Managing Director
or Whole time Director or Manager and holds by himself or
along with his spouse and dependent children, not less than
two percent of the equity shares of the Company.

17.Number of Board Meetings:

During the year, nine (9) meetings of the Board of Directors
of the Company were held on 16-04-2024, 27-05-2024, 09¬
08-2024, 14-08-2024, 05-09-2024, 20-09-2024, 13-11-2024,
03-01-2025, 14-02-2025.The details of the meetings are
furnished in the Corporate Governance Report of the
Company which forms an integral part of this Annual
Report.

18.Statutory Committees of the Board:

Currently, the Board has four Committees namely, the Audit
Committee, the Nomination and Remuneration Committee,
the Stakeholders'' Relationship Committee and the
Corporate Social Responsibility Committee.

The detailed information with regard to the composition of
Board and its Committee(s) and their respective meetings
etc. are stated in the Corporate Governance Report of the
Company which forms an integral part of this Annual
Report.

19.Directors and Key Managerial Personnel:

Resignation:

During the year under review, Mr. Niresh Maheshwari (DIN:
06735182) tendered his resignation as Non-Executive
Independent Director of the Company with effect from 07^th
June 2024 along with his membership in various
Committees, where he served as a member.

Appointment and Re-appointment:

Mr. Rupesh Malpani (DIN: 08471166) was appointed as a
Non-Executive Independent Director, not liable to retire by
rotation, to hold office for a term of five consecutive years
commencing from 9^th August, 2024 up to 8^th August, 2029
(inclusive of both days), approved by the Board of Directors
in their meeting held on 09^th August, 2024 and subsequently
by the Members/ Shareholders of the Company in the 40^th
Annual General Meeting held on Monday, 30^th September,
2024 at 4.00 pm by way of special resolution.

Mr. Prashantkumar Lahoti (DIN: 00091140) was re¬
appointed as a Non-Executive Independent Director , not
liable to retire by rotation, to hold office for a second term

of 5 (five) consecutive years, on the Board of the Company
commencing from 21^st September, 2024 upto 20^th
September, 2029 (both days inclusive) approved by the
Board of Directors in their meeting held on 20^th September,
2024 and subsequently by the Members/ Shareholders of
the Company by postal ballot through remote e-voting on
14^th December, 2024.

Director liable to retire by rotation:

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company, Mrs.
Sonal Kirtikumar Bhangdiya (DIN: 03416775), Non¬
executive Non-Independent Director of the Company,
retires by rotation at the ensuing Annual General Meeting
and being eligible, offers herself for re-appointment.

Re-appointment of Managing Director:

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors at their
meeting held on 14^th August, 2025, have approved and
recommended to the members of the Company, the re¬
appointment of Mr. Shrikant Mitesh Bhangdiya (DIN-
02628216) as Managing Director of the Company for a
further term of five consecutive years with effect from 05^th
December, 2025 to 04^th December, 2030 (both days
inclusive).

The resolutions seeking Member''s approval for the re¬
appointment form part of the Notice. The details of the
Director being recommended for re-appointment are
contained in the acCompanying Notice of the 41^st Annual
General Meeting.

Key Managerial Personnel:

Pursuant to the provisions of Section 2(51) and Section 203
of the Companies Act,2013 read with the Rules framed
thereunder, Mr. Shrikant Mitesh Bhangdiya, Managing
Director, Mr. Anil Khawale Ramrao, Chief Financial Officer
and Mrs. Shalinee Singh, Company Secretary and
Compliance Officer are the Key Managerial Personnel
(''KMP'') of the Company as on 31^st March 2025.

All related party transactions that were entered into
during the financial year were on arm''s length basis and in
the ordinary course of business. In line with the
requirements of the Companies Act, 2013 and
amendment to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, all Related Party
Transactions have been approved by the Audit Committee
and reviewed by it on a periodic basis. The Related Party
transactions effected during the financial year are
disclosed in the notes to the Financial Statements, forming
part of this Annual Report. The policy on Related Party
Transactions as approved by the Board is available on the
Company''s website at the link

https://www.sobhagyaltd.com/pdf/policy/Related%20pa
rty%20transactions%20policy.pdf

The Form AOC-2 pursuant to Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is annexed herewith as
Annexure- II to this report.

Further, the members approved the material related party
transaction(s) with MKS Constro-Venture Private Limited
for an aggregate value of upto Rs.115 crores, with B.K.
Buildcon for an aggregate value of upto Rs. 50 crores and
with R.B. Infra for an aggregate value of upto Rs. 40 crores
for the financial year 2024-25 by passing Ordinary
Resolution through postal ballot, only by voting through
electronic means (''remote e-Voting'') on Thursday, 27^th
June, 2024.

The members approved the material related party
transaction(s) with MKS Constro-Venture Private Limited
for an aggregate value of up to Rs.250 crores, for the
financial year 2025-26 by passing Ordinary Resolution
through postal ballot, only by voting through electronic
means (''remote e-Voting'') on Friday,20^th June, 2025.

21.Statutory Auditors:

M/s. Joshi & Shah, Chartered Accountants, Mumbai (Firm
Registration No. 144627W) were appointed as Statutory
Auditors of your Company at the 36^th Annual General
Meeting (''AGM'') of the Company held on 30^th December,
2020, to hold office for a term of five consecutive years until
the conclusion of the 41^st AGM of the Company. Based on
the recommendation of the Audit Committee, the Board of
Directors, at their meeting held on 14^th August, 2025, have
approved and recommended to the members of the
Company, their re-appointment for a second term of five
consecutive years, to hold office from the conclusion of this
41^st AGM till the conclusion of the 46^th AGM of the
Company.

The Company has received confirmation from M/s. Joshi &
Shah, Chartered Accountants that they are not disqualified
from being appointed as the Statutory Auditors of the
Company.

The report given by the Auditors on the financial statements
of the Company is a part of the Annual Report.

The Auditors have not expressed a qualified opinion in their
Audit Report for financial year ended 31^st March, 2025.

The Statutory Auditors of the Company have not reported
any instances of fraud as specified under Section 143(12) of
the Companies Act, 2013.

22.Internal Auditors:

Pursuant to provisions of Section 138 read with Rule 13 of
the Companies (Accounts) Rules, 2014 and Section 179 read
with Rule 8(4) of the Companies (Meetings of Board and its
Powers) Rules, 2014; M/s. Ashish Mittal & Associates,
Chartered Accountants (Firm Registration No. 019185C),
Nagpur, were appointed as Internal Auditors of the
Company for the financial year 2024-25.

23. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 (''the Act'') read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
based upon the recommendations of the Audit Committee,
the Board of Directors had appointed Mr. Parag Dasarwar,
Practicing Company Secretary, Nagpur to undertake the
Secretarial Audit of the Company for the financial year
2024-25. Parag Dasarwar, Company Secretaries,
Proprietorship converted into the Partnership Firm named
as PDTS & Associates, Company Secretaries as on 01-04¬
2025.

Pursuant to Regulation 24A of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 (''Listing
Regulations''), the Company has obtained Secretarial
Compliance Report from the Secretarial Auditors on
compliance of all applicable SEBI Regulations and
circulars/ guidelines issued there under.

Pursuant to the amended provisions of Regulation 24A of
the Listing Regulations requiring the appointment of
Secretarial Auditors by the Members of the Company, the
Board of Directors have approved and recommended the
appointment of M/s PDTS & Associates, Company
Secretaries (Firm Registration No.

P2025MH104400),Nagpur, as Secretarial Auditors of the
Company for a term of five consecutive years commencing
from F.Y. 2025-26 till F.Y. 2029-30, for approval of the
members at the ensuing Annual General Meeting.

M/s PDTS & Associates, Company Secretaries, have given
their consent to act as Secretarial Auditors of the
Company and confirmed that their aforesaid appointment
(if made) would be within the prescribed limits under the
Act & Rules made thereunder and the Listing Regulations.
They have also confirmed that they are not disqualified to
be appointed as Secretarial Auditors in terms of provisions
of the Act & Rules made thereunder and the Listing
Regulations.

24.Audit Reports:

Explanations or comments by the Board on every
qualification, reservation or adverse remark or disclaimer
made, if any —

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditors''
Report on the Accounts for the financial year ended 31^st
March, 2025 and has noted that the same does not have
any reservation, qualification or adverse remarks.
However, the Board decided to further strengthen the
existing system and procedures to meet all kinds of
challenges and growth in the market expected in view of
the rapid global challenges.

The Auditors'' Report annexed with this Annual Report,
does not contain any qualification, reservation or adverse
remarks.

(b) Secretarial Audit Report:

The Secretarial Audit was carried out by Mr. Parag
Dasarwar, Practicing Company Secretary, for the financial
year ended 31^st March, 2025. The Report given by the
Secretarial Auditors is annexed herewith as Annexure -III
and forms integral part of this Report.

The observations and comments given by the Secretarial
Auditors in their report are self-explanatory and hence do
not call for any further comments under Section 134 of the
Companies Act, 2013.

25. Fraud Reporting:

During the Financial Year 2024-25, the Statutory Auditors
have not reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act,
2013.

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

The information as required under Section 134 (3) (m) of the
Companies Act 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive.
Adequate measures have been taken to conserve energy
wherever possible by using energy efficient computers and
purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

27. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the
year under review as stipulated under Regulation 34 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached, which forms part of this
Annual Report.

28. Risk Management Policy:

The Board of Directors has developed risk management
policy so as to identify elements of risk in different areas
of operations and to take necessary actions to mitigate
the risks. The major risks identified by the businesses and
functions are systematically addressed through mitigating
actions on a continual basis. The policy is available on the
Company''s website at www.sobhagyaltd.com.

29. Corporate Governance:

The Company has taken adequate steps to ensure that all
mandatory provisions of Corporate Governance as
prescribed under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''Listing
Regulation'') are complied with.

As per Regulation 34(3) Read with Schedule V of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Report on Corporate Governance
along with certificate from Practicing Company Secretary
confirming the Compliance of the condition of Corporate
Governance as stipulated in the Listing Regulations, is
annexed and forms an integral part of this Annual report.

30. Code of Conduct for Prevention of Insider Trading:

In compliance with the provisions of the SEBI (Prohibition
of Insider Trading) Regulations, 2015, as amended, the
Company has formulated and adopted the revised ''Code of
Conduct to regulate, monitor and report trading by
designated persons in Listed or Proposed to be Listed
Securities'' of the Company. The object of the Code is to set
up framework, rules and procedures to be followed, and
disclosures to be made while dealing with shares of the
Company. The code has been formulated to protect the
interest of shareholders at large and to prevent misuse of
any unpublished price sensitive information (''UPSI'') and to
prevent any insider trading activity by dealing in shares of
the Company by its Directors, Designated Persons,
Employees and their immediate relatives and to maintain
the highest ethical standards of dealing in Company
securities.

The Company has also adopted the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information in line with the SEBI (Prohibition of
Insider Trading) Amendment Regulations, 2018 and Policy
and procedure for Inquiry into leak or suspected leak of
UPSI. Code of conduct for the prevention of insider trading
is available on the Company''s website

www.sobhagyaltd.com.

31.Annual Return:

The Annual Return pursuant to the provision of Section 92
of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014,
is available on the website of the Company at
www.sobhagyaltd.com.

32.Stock Exchange

The Company''s equity shares are listed on BSE Limited. The
Annual Listing Fees for the year 2025-2026 have been paid
to the Exchange.

33. Share Capital:

During the year under review, the authorized share capital
of the Company stood at Rs. 200,000,000/- (Rupees Twenty
Crores Only) divided into 20,000,000 (Two Crores) Equity
Shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the issued, subscribed, and
paid-up equity share capital of the Company increased from
Rs.24,00,000 (Rupees Twenty-four Lakhs only) divided into
2,40,000 (Two Lakh forty thousand) equity shares of Rs.
10(Rupees Ten Only) each to Rs.8,40,00,000 (Rupees Eight
Crore and forty Lakhs only) divided in 84,00,000 (Eighty-four
Lakhs) Equity Shares of Rs. 10 (Rupees Ten Only) each. The
increase in share capital was a result of the allotment of
equity shares made through a Rights Issue during the year.

34. Declaration of Independence:

The Company has received declarations from all the
Independent Directors of the Company under section
149(7) of the Companies Act, 2013, confirming that they
meet with criteria of independence as prescribed both
under sub-section (6) of Section 149 of the Companies Act,
2013 and under Regulation 16(1)(b) read with Regulation 25
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015.

Statement regarding opinion of the Board with regard to
integrity, expertise and experience (including the
proficiency) of the Independent Directors:

The Board of Directors is of the opinion that the integrity,
expertise and experience (including proficiency) of the
Independent Directors are satisfactory.

35. Policy on Directors appointment and Remuneration
and other details:

The Nomination & Remuneration Committee has framed
a policy for selection and appointment of Directors
including determining qualifications and independence of
a Director, Key Managerial Personnel (''KMP''), senior
management personnel and their remuneration as part of
its charter and other matters provided under Section
178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013,
the nomination and remuneration policy of the Company
which lays down the criteria for determining
qualifications, competencies, positive attributes and
independence for appointment of Directors and policies
of the Company relating to remuneration of Directors,
KMP and other employees is available on the Company''s
website at

https://www.sobhagyaltd.com/pdf/policv/Nomination R
emuneration%20Policy.pdf

36. Directors'' Responsibility Statement:

In accordance with the provisions of Section 134(5) of the
Companies Act, 2013, your Directors confirm that: -

(a) in the preparation of the annual accounts for the
financial year ended 31^st March 2025, the applicable
accounting standards and schedule III of the
Companies Act, 2013 have been followed along with
proper explanation relating to material departures, if
any;

(b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
your Company as on 31^st March 2025 and the profit
of the Company for the financial year ended 31^st
March 2025;

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

(d) The annual accounts have been prepared on a going
concern basis;

(e) proper internal financial controls laid down by the
Directors were followed by the Company and that such
internal financial controls are adequate and were
operating effectively; and

(f) proper systems to ensure compliance with the
provisions of all applicable laws were followed and that
such systems were adequate and operating effectively.

37. Vigil Mechanism/Whistle Blower Policy:

The Company has adopted Whistle Blower policy/Vigil
Mechanism. The details of establishment of such
mechanism are provided in the Report on Corporate
Governance which forms an integral part of this Annual
Report and also available on the website of the Company at
https://www.sobhagyaltd.com/pdf/policv/Whistle%20blo
wer%20policy.pdf

38. Employee Stock Option Scheme:

The Company has not issued any equity shares under
Employees Stock Option Scheme during the year under
review and hence no information as per provisions of
Section 62(1)(b) of the Companies Act, 2013 read with Rule
12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 is required.

39. Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility
(''CSR'') Policy of the Company and the initiatives undertaken
by the Company on CSR activities during the year are set out
as Annexure- IV to this report in the format prescribed in
the Companies (CSR Policy) Rules, 2014. For other details
regarding the CSR Committee, refer to the Corporate
Governance Report, which is a part of this Annual Report.
The CSR policy is available on the website of the Company
athttps://www.sobhaavaltd.com/pdf/policv/CSR Policy S
ML.pdf

40.Secretarial Standards:

The Company is in compliance with Secretarial Standards
issued by the Institute of Company Secretaries of India on
Meetings of the Board of Directors and General Meetings.

The properties and assets of your Company are
adequately insured.

42.Particulars of loans, guarantees and investments
under section 186 of the Companies Act, 2013:

The details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.

43.Internal Financial Control Systems:

Your Company has well laid out policies on financial
reporting, asset management, adherence to management
policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an
exhaustive budgetary control and standard costing
system. Moreover, the Management team regularly
meets to monitor goals and results and scrutinizes reasons
for deviations in order to take necessary corrective steps.
The Audit Committee which meets at regular intervals also
review the internal control systems along with the
Management and the Internal Auditors. The internal audit
is conducted at the Company and covers all key areas. All
audit observations and follow up actions are discussed
with the Management and also with the Statutory
Auditors and are consistently reviewed by the Audit
Committee.

44. Prevention of Sexual Harassment at Workplace:

The Company has adopted a Policy on Prevention,
Prohibition, and Redressal of Sexual Harassment at
workplace.

This is in line with provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (''POSH Act'') and the Rules made
thereunder. A Committee has been set up to redress
complaints received regarding Sexual harassments.
During the year under review, there were no Complaints
pertaining to sexual harassment.

45. Compliance with the provisions of the Maternity
Benefit Act, 1961

During the year under review, the Company has complied
with the provisions of the Maternity Benefit Act, 1961, and
the rules made thereunder, as amended from time to time.
All eligible women employees are provided maternity leave
and other benefits in accordance with the applicable
provisions of the Maternity Benefit Act, 1961.

46. The Details of the difference between the amount of the
Valuation done at the time of One-Time Settlement and the
Valuation done while taking a loan from the Banks or
Financial Institutions along with the reasons thereof.

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

47. The Details of an application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016
during the year along with their status as at the end of the
Financial Year.

During the year under review, the Company has not made or
received any application under the Insolvency and
Bankruptcy Code, 2016 and there is no proceeding pending
under the said Code.

48. Rights Issue

On 12^th August, 2023, the Board of Directors approved the
raising of funds through the issuance of equity shares of the
Company for an amount not exceeding Rs. 25 crores by way
of a rights issue to the eligible equity shareholders of the
Company. The draft letter of offer dated 18^th October, 2023
duly approved by the Rights Issue committee was filed by the
Company with Securities and Exchange Board of India (''SEBI'')
and BSE Limited (''BSE'') for an amount aggregating up to Rs.
1900.00 lakhs on a Rights basis to the eligible equity
shareholders of the Company.

The Company received letter dated 26^th December, 2023
from BSE granting in-principle approval for undertaking the
Issue.

On 16th April, 2024, the Board of directors approved the
various terms of the Rights Issue and Letter of Offer for the
Rights Issue. The issue was opened for the eligible equity
shareholders from Monday, 06^th May, 2024 to Tuesday 21^st
May, 2024 and pursuant to the finalization of the Basis of
Allotment of the Rights Issue, in consultation with the
Designated Stock Exchange, BSE Limited, the Board of
Directors approved the allotment of 81, 60,000 Fully Paid -
up Equity Shares at a price of Rs.21 per Rights Equity Share
(including a premium of Rs. 11 per Right Equity Share and
face value Rs. 10 each) aggregating to Rs. 1713.60 Lakhs, to
all the Eligible Equity Shareholders in the ratio of 34 (Thirty-
Four) Rights Equity Shares for every 1(One) Equity Share
held by an Eligible Equity Shareholder of the Company on
27th May, 2024 and obtained the listing approval from BSE
Limited on 30^th May, 2024 and trading approval on 31^st May,
2024.

The proceeds of the said issue have been utilised for the
objects stated in the Letter of Offer dated 16^th April 2024
towards inter alia, working capital requirements, general
corporate purposes and expenses related to the Issue.

49.Green Initiative:

In the line with the ''Green initiative'', the Company has
affected electronic delivery of the Annual Report 2024- 25
are sent to all members whose email addresses are
registered with Depository Participants/ M/s Purva
Sharegistry (I) Private Limited (Company''s Registrar and
Share Transfer Agent). Your Company would encourage
other Members also to register themselves for receiving
Annual Report in electronic form.

50.Other Disclosures:

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

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

b) Issue of shares (including sweat equity shares) to
employees of the Company under any scheme save and
except ESOS referred to in this Report.

c) Neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

51.Appreciation & Acknowledgement:

Your Directors place on record their appreciation for the
overwhelming co-operation and assistance received from the
investors, customers, business associates, bankers, vendors,
as well as regulatory and governmental authorities.

Your Directors also thank the employees at all levels, for their
contribution towards the growth of the Company.

Your Directors also wish to place on record their
appreciation for business constituents, banks and other
financial institutions and shareholders of the Company for
their continued support for the growth of the Company.

For and on behalf of the Board of Directors of
Sobhagya Mercantile Limited

Sd/- Sd/-

Shrikant Bhangdiya Sonal Bhangdiya

Managing Director Director

(DIN: 02628216) (DIN: 03416775)

Place: Nagpur
Date: 14^th August, 2025

---

Mar 31, 2024

The Board of Directors hereby presents the report of the business and operations of your Company (''the Company'' or ''Sobhagya'') along with the audited financial statements for the financial year ended 31st March, 2024.

1. Financial summary/highlights:

The highlights of the standalone performance of the Company during the fiscal are given hereunder:

Particulars	2023-24	2022-23
Total Income	^^12,010.61	11,208.01
Less: Total Expenditure	10437.76	9768.55
Profit/(Loss) before tax	1572.85	1439.46
Less: Tax Expenses	414.59	366.70
Profit/(Loss) after tax	1158.26	1072.77
Add: Other comprehensive Income, net of income Tax	3.36	(0.52)
Profit/Loss and other Comprehensive income during the year	1161.63	1072.25

2. Overview & State of the Company''s Affairs

During the year under review, the Company achieved a total income of Rs. 12,010.61 Lakhs, with a corresponding profit of Rs. 1,161.63 Lakhs. This marks an increase from the previous financial year, where the income stood at Rs. 11,208.01 Lakhs and the profit at Rs. 1,072.25 Lakhs. We anticipate continued improvement in profit margins in the coming years, driven by our strategic initiatives and a comprehensive approach to fostering sustainable growth.

3. Dividend:

The Company has earned profit of Rs. 1161.63 Lakhs in the financial year 2023-24. The Board of directors has decided to plough back the profit in the operations of the company. The Board therefore does not recommend any dividend on equity capital for the financial year 2023-24.

4. Transfer to reserves:

Pursuant to provisions of Section 134(3)(j) of the Companies Act, 2013, the company has not transferred any amount to reserves of the company during the year under review.

5. Material changes & commitment affecting the financial position of the Company:

During the period under review, following are the material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report: -

a. The Board of Directors, in its meeting held on 27th May 2024, approved the issue of 81,60,000 fully paid-up equity shares at a price of Rs. 21 per rights equity share (comprising a premium of Rs. 11 and a face value of Rs. 10 each). This issue aggregates to Rs. 1,713.60 Lakhs. The rights issue was made available to all eligible equity shareholders in the ratio of 34 (Thirty-Four) rights equity shares for every 1 (One) equity share held by an eligible equity shareholder of the Company, and it was fully subscribed.

Subsequent to the said allotment, Paid-up equity share capital of the Company has increased from Rs.24,00,000 to Rs.8,40,00,000 divided in 84,00,000 Equity Shares of Rs. 10 each.

b. Mr. Niresh Maheshwari (DIN: 06735182) tendered his resignation as Non-Executive Independent Director of the Company, effective 07th June 2024, through a letter dated 07th June 2024. His resignation also includes stepping down from his memberships in various committees where he served as a member.

c. The Board of Directors, at its meeting held on 9th August 2024, considered and approved the appointment of Mr. Rupesh Malpani (DIN: 08471166) as an Additional Director in the category of Non-Executive, Independent Director for a term of five consecutive years, effective from 9th August 2024. This appointment is subject to the approval of the shareholders of the Company.

6. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and company''s operations in future.

7. Transfer of un-claimed dividend to Investor Education and Protection Fund:

There is no such amount of Un-paid or Unclaimed Dividend to be transferred to Investor and Education and Protection Fund for the financial year ended 31st March 2024.

8. Revision of financial statements:

There was no revision of the financial statements for the year under review.

9. Change in the nature of business, if any:

There was no change in the nature of Business during the year under review.

10. Deposits from public:

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

11. Subsidiary companies:

Your Company has no subsidiaries as on 31st March, 2024.

12. Selection and procedure for nomination and appointment of directors:

The Company has a Nomination and Remuneration Committee ("NRC") which is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects an in-depth understanding of the Company, including its strategies, environment, operations, and financial condition and compliance requirements.

The NRC makes recommendations to the Board in regard to appointment of new Directors and Key Managerial Personnel ("KMP") and senior management. The role of the NRC encompasses conducting a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The NRC is also responsible for reviewing the profiles of potential candidates'' vis-a-vis the required competencies; undertake a reference and due diligence and meeting of potential candidates prior to making recommendations of their nomination to the Board.

The appointee is also briefed about the specific requirements for the position including expert knowledge expected at the time of appointment.

13. Criteria for determining qualifications, positive attributes and independence of a director:

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the NRC has

formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations.

14. Independent director''s familiarization programmes:

The familiarization program aims to provide the Independent Directors with the scenario within the Companies Business Activity, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well-informed decisions in timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Company''s familiarization programme for Independent Directors is hosted on your Company''s website and its web link is www.sobhagyaltd.com.

15. Performance evaluation:

Pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013 and under Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Board of Directors has undertaken an annual evaluation of its own performance, performance of its various Committees and individual Directors. The manner

in which the evaluation has been carried out has been explained in the repo.

16. Managerial Remuneration and particulars of employees:

The information required under Section 197 of the Act read with Rule 5 (1) of Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is furnished in Annexure II and annexed to the Directors'' Report.

Particulars of employees drawing remuneration in excess of limits prescribed under Section 197 of the Act read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

There are no employees drawing remuneration exceeding Rupees One crore and two Lakhs per annum if employed throughout the financial year or Rupees Eight Lakh and Fifty Thousand per month if employed for part of the financial year or draws remuneration in excess of Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

17. Number of Board Meetings:

During the year, eight (8) meetings of the Board of Directors of the Company were held on 30/05/2023, 12/08/2023, 02/09/2023, 12/10/2023, 14/11/2023, 25/01/2024,

14/02/2024 and 27/02/2024.The details of the meetings are furnished in the Corporate Governance Report which is attached to this Report.

18. Statutory Committees of the Board:

The detailed information with regard to the composition of Board and its Committee(s) and their respective meetings etc. are stated in the Corporate Governance Report of the Company which forms part of this Annual Report.

19. Directors and Key Managerial Personnel: Reappointments: Nil

Director liable to retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sonal Kirtikumar Bhangdiya, Non-executive Director retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

Resignation: - Nil

Changes occurred after the Closing the Financial year: -

Mr. Niresh Maheshwari (DIN: 06735182) tendered his resignation as Non-Executive Independent Director of the Company with effect from 07th June 2024 along with his membership in various Committees, where he served as a member.

Mr. Rupesh Malpani (DIN: 08471166) was appointed as an Additional Director in the capacity of Non-Executive Independent Director for a term of five consecutive years with effect from 09th August, 2024 subject to the approval of the shareholders at the ensuing Annual General Meeting.

20. Statutory Auditors:

M/s. Joshi & Shah, Chartered Accountants, Mumbai (Firm Registration No. 144627W) were appointed as Statutory Auditor of your Company in 36th Annual General Meeting to hold office until the conclusion of the 41st Annual General Meeting.

The report given by the Auditors on the financial statements of the Company is a part of the Annual Report.

The Auditors have not expressed a qualified opinion in their Audit Report for Financial Year ended 31st March, 2024.

The Statutory Auditor of the Company has not reported any instances of fraud as specified under Section 143(12) of the Companies Act, 2013.

21. Internal auditors:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its

Powers) Rules, 2014; M/s. Ashish Mittal & Associates, Chartered Accountants (Firm Registration No. 019185C) were appointed as Internal Auditors of the Company for the Financial Year 2023-24.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board.

22. Secretarial auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Parag Dasarwar, Practicing Company Secretary, Nagpur to undertake the Secretarial Audit of the Company for financial year 2023-24.

23. Audit reports:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made, if any —

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the financial year ended 31st March, 2024 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the rapid global challenges.

The Auditors Report annexed with this Annual Report does not contain any qualification, reservation or adverse remarks.

(b) Secretarial Audit Report:

The Secretarial Audit was carried out by M/s. Parag Dasarwar, Practicing Company Secretary, for the financial year ended 31st March, 2024. The Report given by the Secretarial Auditor is annexed herewith as Annexure III and forms integral part of this Report.

24. No Frauds Reported by Statutory Auditors:

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

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

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of the Companies (Accounts) Rules, 2014:

(a) Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

(b) Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

(c) Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

26. Management discussion and analysis report:

Management Discussion and Analysis Report for the financial year 2023-24 is as annexed hereto.

27. Risk management policy:

The Board of Directors has developed risk management policy so as to identify elements of risk in different areas of operations and to take necessary actions to mitigate the risks. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

28. Corporate governance:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per Regulation 34(3) Read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with certificate from Practicing Company Secretary confirming the Compliance of the condition of Corporate Governance as stipulated in the Listing Regulations, 2015 is annexed and forms an integral part of this Annual report.

29. Code of Conduct for Prevention of Insider Trading:

In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised ''Code of Conduct to regulate, monitor and report trading by designated persons in Listed or Proposed to be Listed Securities'' of the Company. The object of the Code is to set up framework, rules and procedures to be followed, and disclosures to be made while dealing with shares of the Company. The code has been formulated to protect the interest of shareholders at large and to prevent misuse of any unpublished price sensitive information (''UPSI'') and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated Persons, Employees and their immediate relatives and to maintain the highest ethical standards of dealing in Company securities.

The Company has also adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in line with the SEBI (Prohibition of Insider

Trading) Amendment Regulations, 2018 and Policy and procedure for Inquiry into leak or suspected leak of UPSI. Code of conduct for the prevention of insider trading is available on the Company''s website www.sobhagyaltd.com.

30. Annual Return:

The Annual Return pursuant to the provision of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies

(Management and Administration) Rules, 2014, will be available on the website of the Company at www.sobhagyaltd.com.

31. Share Capital:

During the year under review, the authorized share capital of the company has increased from existing Rs. 50,000,000/-(Rupees Five Crores Only) divided into 5,000,000 (Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 200,000,000/- (Rupees Twenty Crores Only) divided into 20,000,000 (Two Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each and paid-up share capital of the Company is Rs.24,00,000/- (Rupees Twenty-four Lakhs only) divided into 2,40,000 equity shares of Rs. 10/- each.

32. Declaration of Independence:

The Company has received declarations from all the Independent Directors of the Company under section 149(7) of the Companies Act, 2013, confirming that they meet with criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

33. Policy on Directors appointment and Remuneration and other details:

The Board Governance, Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior management personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company''s website at www.sobhagyaltd.com.

34. Director''s Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards and schedule III of the Companies Act, 2013 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 your Company as on 31st March 2024 and the profit of the Company for the financial year ended 31 March 2024;

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

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

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

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

35. Vigil Mechanism/Whistle Blower Policy:

The Company has adopted Whistle Blower policy/Vigil Mechanism. The details of establishment of such mechanism are disclosed on the website of the Company at www.sobhagyaltd.com.

36. Employee stock option scheme:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b)

of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014

37. Corporate social responsibility:

Since, the company has earned a net profit of Rs.5 crore or more during financial year 2023-2024, hence Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is applicable for F.Y. 2023-2024 and the company will comply with the same as per CSR policy and Section135 of the Companies Act, 2013.

The brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out as Annexure IV to this report in the format prescribed in the Companies (CSR Policy) Rules, 2014. For other details regarding the CSR Committee, refer to the Corporate Governance Report, which is a part of this report. The policy is available on the website of the Company.

38. Secretarial Standards:

The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

39. Insurance:

The properties and assets of your Company are adequately insured.

40. Particulars of loans, guarantees and investments under section 186 of the Companies Act, 2013:

During the year, there are no loans, guarantees and investments made under section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

41. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover,

the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors. The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

42. Related Party Transactions:

All related party transactions that are entered into during the financial year are on arm''s length basis and in the ordinary course of business. Approval of Audit Committee is obtained for Related Party Transactions. The Related Party transactions effected during the financial year are disclosed in the notes to the Financial Statement.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure- I to this report.

43. The Details of the difference between the amount of the Valuation done at the time of One-Time Settlement and the Valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.

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

44. The Details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year.

As on the date of this Report the Company has no proceedings pending cases under the Insolvency and Bankruptcy Code, 2016.

45. Prevention of sexual harassment at workplace:

The Company has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act'') and the Rules made thereunder. A Committee has been set up to redress complaints received regarding Sexual harassments. During the year under review, there were no Complaints pertaining to sexual harassment.

46. The Details of the difference between the amount of the Valuation done at the time of One-Time Settlement and the Valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.

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

47. The Details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year.

As on the date of this Report the Company has no proceedings pending cases under the Insolvency and Bankruptcy Code, 2016.

48. Right Issue :

On 12th August, 2023, the Board of Directors approved the raising of funds through the issuance of equity shares of the company for an amount not exceeding Rs. 25 crores by way of a rights issue to the eligible equity shareholders of the Company. The proceeds of the said issue are proposed to be utilised towards inter alia, working capital requirements, general corporate purposes and expenses related to the Issue. The draft letter of offer dated October 18, 2023 duly approved by the Rights Issue committee was filed by the company with Securities and Exchange Board of India (''SEBI'') and BSE Limited (''BSE'') for an amount aggregating up to Rs. 1900.00 lakhs on a Rights basis to the eligible equity shareholders of the Company. The company received letter dated December 26, 2023 from BSE granting in-principle approval for undertaking the Issue.

On 16th April, 2024, the Board of directors approved the various terms of the Rights Issue and Letter of Offer for the Rights Issue. The issue was opened for the eligible equity

shareholders from Monday, May 06, 2024 to Tuesday, May 21, 2024 and pursuant to the finalization of the Basis of Allotment of the Rights Issue, in consultation with the Designated Stock Exchange, BSE Limited, the Board of Directors approved the allotment of 81, 60,000 Fully Paid -up Equity Shares at a price of Rs.21 per Rights Equity Share (including a premium of Rs. 11 per Right Equity Share and face value Rs. 10 each) aggregating to Rs. 1713.60 Lakhs, to all the Eligible Equity Shareholders in the ratio of 34 (Thirty-Four) Rights Equity Shares for every 1(One) Equity Share held by an Eligible Equity Shareholder of the Company on 27th May, 2024 and obtained the listing approval from BSE Limited on May 30, 2024 and trading approval on May 31, 2024.

49. Green Initiative:

In the line with the ''Green initiative'', the Company has affected electronic delivery of the Annual Report 2023- 24 are sent to all members whose email addresses are registered with Depository Participants M/s Purva Sharegistry (I) Private Limited (Company''s Registrar and Share Transfer Agent). Your Company would encourage other Members also to register themselves to receive the Annual Report in electronic form.

50. Other Disclosures:

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

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

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

51. Appreciation & acknowledgement:

Your directors place on records their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as

well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come. Your directors also wish to place on record their appreciation of business constituents, banks and other "financial institutions and shareholders of the Company like SEBI, BSE, NSDL etc. for their continued support for the growth of the Company.

For and on Behalf of Board of Directors of

Sobhagya Mercantile Limited.

Sd/- Sd/-

Shrikant Mitesh Bhangdiya Sonal Bhangdiya

Managing Director Director

(DIN : 02628216) (DIN: 03416775)

Place: Nagpur

Date: September 05, 2024

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty-first Annual Report with the audited statement of Accounts for the year ended 31st March 2015.

Financial Results:

Summary of the working result of the company for the Thirty First Accounting Year ended 31st March, 2015 are given as below:

Rs. Rs. 2014-15 2013-14

Gross Profit/(Loss) (2,14,060.00) (1,14,360.00)

Less : Depreciation - 940.00

Profit/(Loss) before tax (2,14,060.00) (1,15,300.00)

Less: Income Tax paid earlier year - -

Profit/(Loss) after tax (2,14,060.00) (1,15,300.00)

Less : Adjustment on Account of Depreciation as per Schedule II of Companies Act, 2013 - -

Add : Balance brought forward from previous year (66,840.00) 48,460.00

(2,80,900.00) (66,840.00)

Dividend:

On account of accumulated losses, your directors regret their inability to recommend payment of dividend for the financial year under review.

Transfer to Reserves

The Company has not transferred any amount to reserves.

Operation:

The Company has reported total income of Rs.20,787/- for the current year as compared to Rs.7,066/- in the previous year. The Net Loss for the year under review amounted to Rs. -214060/- in the current year as compared to Rs.-1,15,300/- in the previous year.

Material Changes between the date of the Board report and end of financial year.

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

Subsidiary Company:

As on March 31, 2015, the Company does not have any subsidiary.

Statutory Auditor & Audit Report:

M/s. Vijay R. Tater & Co., Chartered Accountants, who are the statutory auditors of your Company, hold office until the conclusion of the Thirty-fifth AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. The Members, year on year, will be requested, to ratify their appointment as Auditors and to authorise the Board of Directors to fix their remuneration.

The notes on accounts referred to in the Auditors ' Report are self-explanatory and therefore do not call for any further explanations/comments.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. R.S. Mittal & Co., Company Secretaries to undertake the secretarial audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is attached as Annexure 'I' and forms a part of the reports of the Directors.

The observation made by the secretarial auditors in their report are self-explanatory and therefore do not call for any further explanations/comments.

Change in the nature of business :

There is no change in the nature of the business of the company

Director:

Shri. Mukesh Nolkha shall be retiring by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

The Board of Directors of your Company had co-opted Ms. Sneh Lata Gupta as an Additional director with effect from March 27, 2015, in terms of Section 161 of the Companies Act, 2013 Ms. Sneh Lata Gupta will hold office till the date of ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

Declaration by Independent Directors:

All the independent directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149 (6) of Companies Act, 2013.

Fixed Deposits:

During the period under review, your company has not accepted any deposits as contemplated under the provisions of section 73 of the Companies Act, 2013. There are no deposits unpaid or unclaimed at the year-end.

Conservation of Energy, Technology Absorption:

Your Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information relating to conservation of energy and technology absorption is therefore not applicable to your Company.

Foreign Exchange Earning & Outgo:

There were no foreign exchange earnings or outgo for your Company during the year.

Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Number Of Meetings Of The Board Of Directors

Details Of Directors Or Key Managerial Personnel

Sr.No. Name of Directors Date of Appointment Date of Cessation

1 Mr. Brijmohan Kabra 07/04/1986 --

2 Mr. Mukesh Nolkha 01/02/2001 --

3 Mr. KaushalAtul Mehta 30/03/2012 --

4 Ms. Sneh Lata Gupta 27/03/2015 --

During the year under review, 5 (Five) Board meetings were held, details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Date of Meeting No. of Directors attended the meeting

30/05/2014 3

31/07/2014 3

31/10/2014 3

30/01/2015 3

27/03/2015 4

Audit Committee

The Board of Directors has constituted an Audit Committee and empowered the committee to deal with all such matters which it may consider appropriate to perform as audit committee including items specified in Section 177(4) of the Companies Act, 2013 (as may be modified/amended from time to time) and such matters as may be assigned from time to time by the Board of Directors. The details of composition, meetings and attendance of the Meetings of the Audit Committee are as under:-

Sr. Name Category Designation No.

1 Mr. Brijmohan Kabra Independent Non- Chairman Executive

2 Mr. Mukesh Nolkha Independent Non- Member Executive

3 Mr. KaushalAtul Independent Non- Member Mehta Executive

Sr. Name No. of Meetings No. Held Attended

1 Mr. Brijmohan Kabra 4 4

2 Mr. Mukesh Nolkha 4 4

3 Mr. KaushalAtul 4 4 Mehta

There have been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

Nomination And Remuneration Committee

The Board constituted Nomination and Remuneration committee. The Committee has formulated a Nomination and Remuneration Policy .

Director's Responsibility statement:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2015 and state that:

(i) in the preparation of the Annual Account, the applicable Accounting standards have been followed with proper explanation relating to material departures;

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

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

(iv) they have prepared the annual accounts on a 'going concern ' basis;

(v) they have laid down internal financial controls for the company and such internal financial controls are adequate and operating effectively: and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Vigil Mechanism

In compliance with the requirements of Section 177 of the Companies Act, 2013 and revised Clause 49 of Listing Agreement with the Stock Exchanges, your Company has established a vigil mechanism for the Directors and Employees of the Company through which genuine concerns regarding various issues can be communicated.

A Vigil Mechanism under the chairmanship of the Audit Committee Chairman has been constituted. The Policy provides access to the Chairman of the Audit Committee.

Risk Management Policy

The Company's risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with group's best practices and guidelines and in line with the local laws and regulations. The Board of Directors has oversight on all the risks assumed by the Company. The business activities are undertaken within this defined policy framework.

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;

In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Nomination and Remuneration Committee oversee the Company's nomination process for the senior management and specifically to identify, screen and review individuals qualified to serve as Executive and Non - executive Directors, Independent Directors consistent with criteria approved by the Board and to recommend, for approval by the Board, nominees for election at the AGM of the shareholders. The Committee has the overall responsibility of approving and evaluating the compensation plans, policies and programs for Directors and the senior management. The Committee further coordinates and oversees the annual self-evaluation of the performance of the Board, Committees' and of individual Directors.

Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

Particulars of Employee:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Corporate Governance and Management Discussion and Analysis Report:

This is not applicable/mandatory as per revised clause 49 of the listing agreement vide SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15.09.2014.

EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9:

The details forming part of extract of annual return as per Form MGT- 9 is annexed herewith as Annexure - 'II'.

Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Hence form AOC - 2 is not applicable to the Company.

Acknowledgement:

Your Directors would like to express their appreciation for co-operation and assistance received from the shareholders, bankers, government authorities and employees during the year under review.

On behalf of the Boards of Directors

Sd/- sd/- Place : Mumbai Brijmohan Kabra Kaushal Mehta Dated :31/08/2015 Director Director

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Mar 31, 2014

The Members,

Sobhagya Mercantile Limited.

The Directors have pleasure in presenting the Thirteeth Annual Report with the audited statement of Accounts for the year ended 31st March 2014.

Financial Results :

Summary of the working result of the company for the Thirteeth Accounting Year ended 31st March , 2014 are given as below :

2013-2014 2012-2013 Amount (Rs) Amount (Rs)

Profit before depreciation (114,360) (115,090)

Less : Depreciation 940 1,220

Profit before taxation (115,300) (116,310)

Less : Provision for Deferred Tax Liability - -

Profit after taxation (115,300) (116,310)

Add : Balance b/f from last year 48,460 164,770

(66,840) 48,460

Dividend :

Due to Losses during the year under review, your directors regret their inability to recommend any dividend.

Director :

Mr. Kaushal Atul Mehta shall be retiring by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

Deposits :

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

Employee :

None of the employees was in receipt of remuneration in excess of limits specified in section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rule,1975..

Auditors :

M/s. R. Daliya & Associates, Chartered Accountants, Mumbai retiring Auditors will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Director''s Responsibility statement :

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2014 the applicable Accounting standards have been followed;

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

(iii) 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 irregularities;

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

Cash Flow Statement :

As required under Clause 32 of the Listing Agreement with the Stock Exchange, the Cash Flow Statement for the period 2013–14 is annexed hereto.

Management Discussion and Analysis Report :

As required under Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is annexed herewith forming part of this Annual Report.

Corporate Governance :

A separate report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Acknowledgement :

Your Directors would like to express their appreciation for co-operation and assistance received from the shareholders, bankers and employees during the year under review.

Other Information :

In terms of Section 217 (1) (e) of the Companies Act, 1956 (as amended) and the Companies (Disclosure or particulars in board of Directors) Rule, 1988 are either NIL or not applicable to the company.

On behalf of the Boards of Directors

Sd/- Sd/- Brij Mohan Kabra Kaushal Mehta Director Director

Place : Mumbai Dated :30.05.2014

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty-Sixth Annual Report with the audited statement of Accounts for the year ended 31st March 2010.

Financial Results:

Summary of the working result of the company for the Twenty -Sixth Accounting Year ended 31st

March, 2010 are given as below:

Amount (Rs) Amount (Rs)

Profit before depreciation (75,555.61) (59,589.05)

Less: Depreciation 3,180.51 2,372.98

Profit before taxation (78,736.12) (61,962.03)

Less-.Provision for

Deferred Tax Liability

Less:ShortProvision fortaxation (A.Y;2001-02) 453.00

Profit after taxation (79,189.12) (61,962.03)

Add: Balance b/ffrom last year 382,586.32 444,548.35

303,397.20 382,586.32

Dividend:

Due to Losses during die year under review, your directors regret their inability to to recommend any dividend.

Director:

Mr. Brij Molum Kabra shall be retiring by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment

Deposits:

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

Employee:

None of the employees was in receipt of remuneration in excess of limits specified in section 217(24) of the Companies Act, 1956 read with Companies (particulars of Employees) Rule, 1975..

Auditors:

M/s. R, Daily a & Associates, Chartered Accountants, Mumbai retiring Auditors will hold office until the conclusion of the ensuing Annual General Meeting arid being eligible offer themselves for re- appointment.

Directors Responsibility statement:

Pursuant to Section 217(2AA) of Hie Companies Act, 1956 die Board of Directors of trie Compatry hereby state and confirm that:

(i) in die preparation of the Annual Accounts for the financial year ended 31st March, 2010 the applicable Accounting standards have been followed; (ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of tha Loss of the Company for the year under review; (iii) 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 irregidarifies;

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2010 on agoingconcernbasis.

Cask Flow Statement:

As required under Clause 32 of the Listing Agreement with the Stock Exchange., Hie Cash Flow Statement for the period 2009 -10 is annexed hereto.

Management Discussion and Analysis Report:

As requited under Clause 49 of the Listing Agreement with the Stock Exchange, Management

Discussion and Analysis Report is annexed herewith forming part of this Annual Report

Corporate Governance:

A separate report on Corporate Governance is enclosed as a part of Ms Annual Report of Oie Company. A certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Acknowledgement:

Your Directors would like to express tfieir appreciation for co-operation and assistance received from the shareholders, bankers and employees during the year under review.

Other Information:

In terms of Section 217 (1) (e) of the Companies Act, 1956 (as amended) and die Companies (Disclosure or particulars in board of Directors) Rule, 1988 are either NIL or not applicable to the company.



On behalf of the Boards of Directors

Sd/- Satyanarayan Kabra Director

Place .Mumbai

Dated: 25.08.2010.