Satchmo Holdings Ltd Directors Report

Dear Members,

Your Directors present their 20th Annual Report with the standalone and consolidated annual audited accounts of the Company for the year ended March 31, 2024.

1. Financial Results:

Particulars	STANDALONE		CONSOLIDATED
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	1,929	7,606	4,401	9,984
Other Income	7,581	9,417	8,947	10,816
Total Income	9,510	17,023	13,348	20,800
Total Expenses	8,209	22,716	11,868	27,749
Profit/(loss) before Exceptional Items and Tax	1,301	(5,693)	1,480	(6,949)
Exceptional Items	(1,055)	-	(10)	-
Profit/(Loss) before Tax	246	(5,693)	1,470	(6,949)
Less : Tax	(110)	-	(110)	522
Net Profit / (Loss) after tax	356	(5,693)	1,580	(7,471)

2. State of Companys Affairs:

I. Financial Statement:

The Company has complied with the applicable provisions of the Companies Act, 2013 (the Act) and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations, 2015 (the Listing Regulations) in preparation of Standalone and Consolidated financial statements.

The audited consolidated Balance Sheet as at 31st March, 2024, consolidated statement of Profit and Loss for the year ended as on that date together with the Notes and Reports of Auditors along with the Statement on Impact of Audit Qualifications as stipulated in regulation 33(3)(d), Cash flow Statements , Management Discussion and Analysis Report forms part of the Annual Report. The financial figures have been regrouped, wherever required, in line with disclosure requirements under Schedule III of the Act.

a. Standalone:

During the year under review the Company has earned a total income of Rs. 9,510 Lakhs as against Rs. 17,023 Lakh in the previous year. The Company has incurred total expenses of Rs. 8,209 Lakh as compared to previous years expenses of Rs. 22,716 Lakhs. The Company has incurred net profit of Rs. 356 Lakhs for the year 2023-2024 as against a loss of Rs. 5,693 Lakhs in the previous year.

b. Consolidated:

During the year under review the Company has earned a total income of Rs. 13,348 Lakhs as against Rs. 20,800 Lakh in the previous year. The Company has incurred total expenses of Rs. 11,868 Lakh as compared to previous years expenses of Rs. 27,749 Lakhs. The Company has incurred net profit of Rs. 1,580 Lakhs for the year 2024-2025 as against a loss of Rs. 7,471 Lakhs in the previous year.

II. Change in nature of business:

The Company has not changed its business sin the year 2023-24 earlier and is predominantly focused on its businesses in the sectors of Facilities Management, Catering, Restaurants, Food, and Equity Trading.

3. Dividend:

No dividend has been declared in the year 2023-24

4. EPS

The Basic Earnings per Share has increased from Rs. (3.90) of previous year to Rs. 0.24 in the current year 2023-24.

5. Deposits

The Company has not accepted any fresh deposits as per the provisions of Section 73 of the Act during the current financial year.

6. Transfer to Reserves

No amount was required to be transferred to the reserves.

7. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which the financial statement relate and the date of the report:

There were no such material changes and commitments, affecting the financial position of the Company occurred between the end of the financial year and the date of this Report. However, The Company has incurred losses over the years resulting in negative net worth, negative working capital and negative cash flows. The default in payment of dues to banks and financial institution and creditors etc are the identified events that, individually or collectively, still cast significant doubt on the Companys ability to continue as a going concern. The banks and financial institutions have declared the outstanding loan accounts of the company as Non-Performing Accounts (NPA).

The one time final settlement entered with the Banks and Financial Institutions during the year 2023-24 is still in process.

8. Change in the Nature of Business, if any

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

9. Finance and Accounts

During the year under review, your Company has not availed any credit facilities from Banks or any other financial institutions nor has made any investments in any other entities.

As mandated by the Ministry of Corporate Affairs, the Financial Statements for the year ended March 31, 2024 have been prepared in accordance with the Ind AS, notified under Section 133 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to give a true and fair view of the state of affairs and profits and cash flows of your Company for the year ended March 31, 2024.

10. Consolidated Financial Statements

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and Section 129 of the Act read with Schedule III to the Act, the Consolidated Financial Statements of your Company for the financial year ended March 31, 2024 have been prepared in accordance with the relevant Ind AS issued by the Institute of Chartered Accountants of India and on the basis of the audited financial statements of your Company and the last Audited Financial Statements of your Companys subsidiaries as approved by their respective Board of Directors.

11. Human Relations and Industrial Relations

During the year under review, employee relations at all sites remained cordial. Despite the exceptional challenges faced in past years, the motivated work force aided your Company in maintaining its Industrial Relations at all time.

12. Significant or material orders passed by the regulators/ courts :

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals against the Company, impacting the Companys operations in future. The Company is pursuing various matters in different courts and forums which is being addressed by the Company.

The Company has also received various notices from different statutory authorities from time to time due to irregular in depositing the undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, value added tax, goods and services tax, MSME dues and Cess.

13. Significant events/actions, having a major bearing on the Companys affairs:

There are no significant events/actions during the previous year that may have a major bearing on the Company Affairs.

14. Board Diversity:

Your Company believes that a diversified board will bring differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage and as a collective is equipped to guide the business and strategy of the company.

At present, your company have an appropriate mix of executive, non-executive, women and independent directors to maintain the independence of the Board, and separate its functions of governance and management. Also one of the independent directors on the Board of the Company is a woman director.

15. The Board of Directors and the composition thereof

I. Composition of the Board

The Board of the Company currently comprises of 6 (Six) Directors of which three are Independent Directors including an Independent Woman Director. The Composition of the Board of Directors is in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

Declaration by Independent Directors

The Company has received necessary declarations from the Independent Directors stating that they meet the criteria of independence as specified in Section 149 (6) of the Companies Act, 2013 and in the Listing Regulations. All Independent Directors of the Company have registered themselves as Independent Director with Indian Institute of Corporate Affairs at Manesar in accordance with the Companies (Appointment and Qualification of Directors) Rules, 2014.

II. Change in the Board

Mr. Nitesh Shetty (DIN:00304555) appointed as Chairman & Managing Director of the Company since 2006 and has been re-appointed by special resolution passed by the shareholders for the period of one year with effect from 15th December

2023 to 14th December 2024 (both days inclusive).

Mr. Subramanian Ananthanarayanan (DIN: 07621318), Non-Executive-Independent Director of the Company has also been reappointed as an Independent Director of the Company by special resolution passed through postal ballot on 20th March

2024 to continue to hold office for second term of five years upto February 25, 2029 after the completion of first term of five years on February 25, 2024.

Mr. Rajeev Khanna (DIN:07143405), Executive Director of the Company resigned from the position of Whole-time Executive Director and Chief Financial Officer of the Company on April 16, 2024.

Mr. Ramesh Karur Raghavendran (DIN:03572425) has been appointed as Additional Whole-time Executive Director and Chief Financial Officer of the Company on April 16, 2024 whose term shall end on this Annual General Meeting and his reappointment has been placed before the shareholders for approval.

All appointment of the Directors of the Company have been duly intimated to the Stock Exchanges and to the Ministry of Corporate Affairs, New Delhi.

III. Meetings of the Board

The Board of Directors met 6 (Six) times during the year on following dates;

1. 28th April 2023	2. 28th July 2023
3. 21st September 2023	4. 03rd November 2023
5. 09th February 2024	6. 16th March 2024

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR), a separate meeting of the Independent Directors was held on February 09, 2024.

The Composition of the Board and the Committees along with the meeting attendance details are provided in the Corporate Governance Report.

IV. Annual Evaluation of the Board, its Committees and Individual Directors

The Independent Directors of the Company at their separate meeting held on February 09, 2024 as per the provisions of Section 149 read with Schedule V of the Companies Act, 2013 and the Listing Regulations, had carried out an annual evaluation of the Board, Committees and individual Directors performance. The performance of the Board was evaluated after seeking inputs from the Independent Directors on the basis of criteria such as Board composition, Structure, Board processes and their effectiveness, information given to the Board, etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors on the basis of criteria such as their participation, contribution at the meetings, and their preparedness on the agenda items to be discussed etc. Additionally the Chairman was also evaluated on key aspects of his role.

V. Familiarization programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its Management and operations and provides an overall industry perspective as well as issues being faced by the industry.

The Company also keeps the Board updated on the applicable Laws, Regulations, Enactments etc. and any changes, amendments thereon from time to time.

16. Directors Responsibility Statement

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profit of the company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

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

17. Nomination and Remuneration Policy

The Nomination and Remuneration Committee (NRC) has formulated a policy relating to nomination of and remuneration for the directors, Key Managerial Personnel and Senior Management personnel.

The Nomination and Remuneration policy has been prepared pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Non-Executive Independent Directors are remunerated by way of sitting fees for attending the meetings of the Board and the Committees thereof. During the year the sitting fees paid for Board Meetings and Audit Committee meetings is Rs. 50,000/- and Rs. 25,000/- respectively per meeting, the Nomination & Remuneration Committee is Rs 20,000/- per meeting and the Stakeholders Relationship Committee, other Committees including for a separate meeting of Independent Directors is Rs. 20,000/- per meeting.

The Nomination & Remuneration Policy of the Company is uploaded on the Website of the Company at: https://satchmoholdings.in/policies-other-related-matters/

Remuneration Details of Directors and Employees pursuant to Section 134 of the Companies Act, 2013 and the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Ratio of remuneration of each Director to the median remuneration of the employees and percentage increase in the remuneration is as follows:

Sl. No. Name of the Directors	Designation	Ratio of remuneration to median remuneration of the Company	% increase in the remuneration of Directors
1. Mr. Nitesh Shetty	Managing Director		Nil
2. Mr. L. S Vaidyanathan	Whole-Time Director		Nil

The shareholders of the Company has earlier approved the appointment of Mr. Nitesh Shetty as Managing Director and Mr. L S Vaidyanathan as Whole-Time Executive Director of the Company along with the terms of remuneration payable to, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of appointment. As the Company has still not received the NOC form the financial institutions including banks where the Company has default in payment of its dues, both Mr. Nitesh Shetty, Managing Director and Mr. L S Vaidyanathan, Executive Director of the Company has provided an undertaking to the Board for non-acceptance of any remuneration from the Company till the NOC is obtained by the Company.

18. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism policy for its Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct/business ethics that provides for adequate safeguards against victimization of the director(s) and employee(s) who avail of the mechanism. None of the Directors/Employees of the Company have been denied access to the Chairman of the Audit Committee. No complaint has been received during the financial year 2023-24.

19. Corporate Social Responsibility

In view of continuing losses and this being the first year of profit which is much below the threshold limit, the Company was not required to contribute towards CSR activities and has also not contributed towards any CSR activities during the year 2023-24. The Company was also not required to constitute a separate Corporate Social Responsibility Committee under the provisions of Companies Act 2013.

20. Internal Financial Controls

The Board of the Company is of the opinion that the Companys Internal Financial Controls were adequate and effective during the period ended as on 31st March, 2024, based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of Internal Financial Controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board committees, including the Audit Committee.

The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the audit committee. Based on periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

The Company has a proper and adequate Internal Control System to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to Management is reliable and timely. Company ensures adherence to all statutes.

21. Statutory Auditors

M/s Ray & Ray, Chartered Accountants (Firm No. 301072E), were appointed as the Statutory Auditors of the Company for a term of five years i.e up to 2018-19(first term) at the Annual General Meeting held on September 26, 2014, pursuant to Section 139 of the Companies Act, 2013.

Since their term completed at the 15th Annual General Meeting in September 2019, the shareholders upon reviewing their performance, re-appointed them for second term of 5 years till the end of 20th Annual General Meeting as per the provisions of the Companies Act, 2013 and the rules made thereunder.

The term of the M/s Ray & Ray, Chartered Accountants (Firm No. 301072E), Statutory Auditors of the Company is expiring at this Annual General Meeting, and proposal for appointment of M/s KAMG Associates as new Statutory Auditors of the Company in place of retiring auditors M/s Ray and Ray for the term of next 5 years is placed before the shareholder for approval.

M/s Ray & Ray Chartered Accountants (Firm Registration Number: 301072E), Statutory Auditors of the Company have expressed a modified opinion in their Audit Report for the financial year ended 31st March, 2024.

The Statement on Impact of Audit Qualifications as stipulated in regulation 33(3)(d) along with the management response to the same is as below:

Audit Qualification (each Audit Qualification separately)

1. Audit Qualification: The Company has incurred losses over the years resulting in negative net worth and negative working capital. The default in payment of dues to banks and financial institutions and creditors etc. are the identified events that, individually or collectively, may cast significant doubt on the Companys ability to continue as a going concern. The Statement does not adequately disclose this fact.

The Company has stepped back / separated from certain projects under development and has transferred those projects to other developers/ landowners through the Memorandum of Understanding (MOU) or Business Transfer Agreement (BTA). Although these transactions have reduced the liability of the Company to banks and financial institutions, the ability of the Company to continue as a going concern continues to remain uncertain in view of the negative net worth.

As the Company has not recognized this fact and has prepared the standalone financial statements on a going concern assumption basis without carrying out any adjustments, in our opinion, the Statement may not give a true and fair view. (Refer to Note 9 of the Statement).

Response : Comprehensive approaches focused on identifying root causes with strategical planning have been put in place to revive with potential business diversification. This was already a part of the previous year AGM agenda too. Efforts are being made to close the borrowings through OTS and it is in final stages of conclusion and closure. Considering these the Management is of the view the impact of going concern would not be of concern anymore in future.

2. Audit Qualification: Year-end balance confirmation in respect of trade receivables, trade payables, vendor advances, advances from customers and other advances have not been provided for our verification and record for all the parties. In the absence of such confirmation, we are unable to ascertain any consequential effect of the above to the financial results for the year. As explained, necessary mails have been sent to some of the parties for confirmation. However, no replies have been received in this regard except in few cases.

Response : Balance confirmation letters have been sent to the vendors & customers on RPAD basis for the samples selected by the Audit team. However from the books of accounts point of view all controls are in place to ensure that the balances of customers and vendors which are a part of financial statements are stated correct.

3. Audit Qualification: As per the records of the Company, information and explanations provided to us, the Company has been irregular in depositing the undisputed statutory dues, including provident fund, employees state insurance, income- tax, value-added tax, Goods and Services tax, cess, etc.

The Company also has a receivable balance of Rs. 768 Lakh and a payable balance of Rs. 177 Lakh (excluding interest and disputed VAT liability under appeal) from/ to various government authorities. Due to such statutory non-compliance, we are unable to comment on the actual recoverability and payment of the dues against such balances.

Response : The Company has paid the outstanding dues to certain extent during the previous year and is hopeful of liquidation of substantial amount of statutory liabilities in the current year.

4. Audit Qualification: Necessary documents for imprest transactions taken place during the financial year 2023-24 are not made available for our verification. In the absence of adequate audit evidence, we are unable to ascertain any consequential effect of the above to the financial results for the year.

Response : Amounts are already reflecting in books of accounts.

5. Audit Qualification: Inventories amounting to Rs 1,450 Lakh (Net of "Payable to land owner for land under JDA") has not been tested impairment for ascertaining the realizable value as on 31st March, 2024. To the extent of any possible diminution of value not accounted for, the standalone financial results may not give a true and fair view as per the requirement of Ind AS 2.

Response : The Company is confident of realisation on amounts in excess of carrying amount and hence no impairment has been provided in the books.

6. Audit Qualification: The Company has entered into One-time Settlements (OTS) with JCF ARC (assigned by YES Bank) and HDFC Limited as per which, the Company has to repay the amounts mentioned in the settlement letters in a time-bound manner. In the event the Company defaults on the mentioned timelines or any other payment terms, the said settlement approvals shall stand revoked.

On this basis, the Company has disclosed Rs. 8,507 Lakh under Current Borrowing (being the OTS outstanding balance of JCF ARC and HDFC) and Rs. 48,233 Lakh under Disputed Liability (being the difference between original loan and interest liability and OTS outstanding balance) as on 31st March, 2024. (Refer to Note 4 of the Statement)

However, the Company has defaulted on the timelines of the payment under OTS with respect to both the lenders. Subsequently, the Company has received a notice from JCF ARC revoking the above-mentioned OTS and called upon to repay outstanding dues along with applicable interest charges, costs, etc. with immediate effect.

As explained, the Company is in communication with the lenders for seeking an extension for the balance payment therefore has not booked any further liability on the basis of such demand from JCF ARC.

No information / document is made available for subsequent correspondence after the revocation in case of HDFC Limited.

Response : The One-time Settlements (OTS) process is still in progress and liability is already recorded in books of accounts.

22. Secretarial Auditor

Mr. Kedarnath, Practicing Company Secretary was appointed as the Secretarial Auditors of the Company for the financial year 2023-24 by the Board of Directors of the Company. The Secretarial Audit Report for the year ended 31st March, 2024 issued by the Secretarial Auditor in accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder is annexed to this report separately as Annexure - A.

There are no qualifications or adverse remarks in the Secretarial Audit Report for the Board of Directors of the Company

23. Particulars of remuneration of employees

The details of remuneration to Directors, Key Managerial Personnel and the statement of employees in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with rules made thereunder has been provided in Annexure B to this report. There were a total of 74 employees during the end of the financial year.

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

In terms of Section 134 of the Companies Act, 2013 read with rules made thereunder, the particulars of conservation of energy, technology absorption, and foreign exchange earnings and outgo are set out in Annexure C to this report.

25. Corporate Governance

In terms of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, Corporate Governance Report forms part of this Annual Report.

Further, a certificate from Mr. S. Kedarnath & Associates, Practicing Company Secretary affirming the compliance with the various provisions of the Corporate Governance in terms of Regulation 27 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of the Annual Report and exhibited separately.

26. Accounting Standards

Your Company has been adopting "IndAS" since April 01, 2017. The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

27. Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

28. Reconciliation of Share Capital Audit

As per the directive of Securities and Exchange Board of India, M/s Kedarnath & Karthik, Practicing Company Secretary, (CP No.: 4422), undertook the Reconciliation of Share Capital Audit on a quarterly basis and the reconciliation documents, for the year under review, have been duly uploaded on the website of the Stock Exchange.

29. Cost Audit and Cost Records

During the year under review, provisions of Section 148 of the Companies Act, 2013 read with Rule 4 of the Companies (Cost Record and Audit) Rules, 2014, that every company specified in item (B) of rule 3 shall get its cost records audited in accordance with these rules was not applicable for the Company for the year 2023-24 as the overall annual turnover of the company from all its products and services during the financial year ending 31st March 2023 (immediately preceding financial year) was much below the prescribed limit under the Act. However, the maintenance of Cost Records as prescribed under the provisions of Section 148 of the Act was applicable for the business activities carried out by the Company. The Company has been maintaining the Cost Records and updating the same from time to time as applicable.

30. Political Contribution

Your Company has not made any political contribution to any political parties during the financial year under review.

31. Certificate Pursuant to Clause 10 of Schedule V of (LODR), Reg, 2015:

In terms of sub clause (i) of clause 10 of Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained certificate from Practicing Company Secretary with respect to disclosure/ declaration/ representation received from the directors and taken on record by the Board of Directors, as on March 31, 2024, none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by the SEBI/ Ministry of Corporate Affairs or any such other statutory authority. The above said Certificate is appended hereto and forms part of the Corporate Governance Report.

32. Code of Conduct

In terms of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, a declaration signed by Mr. Nitesh Shetty, the Chairman & Managing Director of the Company affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2023-24 forms part of the Corporate Governance Report.

33. Management Discussion and Analysis Report

In terms of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is presented in a separate section and forms part of the Annual Report.

34. Extract of the Annual Return

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, rule 12, sub rule (1) as amended, the extract of the Annual Return (MGT-9) is no longer required

to be attached along with Board Report. The copy of the Annual Return for the year 2023-24 can be accessed on the Companys website at the link: https://satchmoholdings.in/Annual Return/

35. Particulars of Loans, Guarantees and Investments

Pursuant to the provisions of Section 134 of the Companies Act, 2013 the particulars of the loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 is detailed in the Notes to Accounts section of the Annual Financial Statements.

During the year under review the Company has not obtained any fresh new Loans, guarantees and securities from any financial institutions or Banks and all Loans, guarantees and securities are within the limits as prescribed under section 186 of the Companies Act, 2013.

36. Related Party Transactions

During the year under review, the Company has obtained all necessary approvals for contract/ arrangement/ transaction entered with a related party in terms of the policy adopted by the Company and under the provisions of Section 188 of the Companies Act, 2013 and the Listing Regulations 23 of SEBI (LODR) on the Related Party transactions.

The transactions entered with the Related Parties as defined under the Companies Act, 2013 and identified by the Company are at arms-length and in the normal course of business transactions. There were no material related party transactions entered by the Company during the previous year, which requires prior Shareholders approval.

The Related Party Transactions under IND-AS 24 undertaken during the financial year 2023-24 are detailed in the Notes to Accounts section of the Annual Financial Statements.

The Half yearly reports of Related Party transactions has also been placed on the website of BSE (Exchange).

37. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. There were no cases reported under POSH Act during the previous year.

38. Risk Management Policy

The Company has formulated a comprehensive Risk Management Policy and is in regular compliance of the same. The Company has appropriate and effective risk management systems, which carries out risk identification, assessment and ensures that risk mitigation plans are in place

39. Review of Subsidiaries and Associates

Pursuant to Section 129 of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries and associates, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Companies Act, 2013 read with the rules made thereunder, forms part of the Annual Report.

A statement containing the salient features of the financial statements of the Companys subsidiaries is annexed to the Consolidated Financial Statement in the prescribed format of Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with the relevant documents and separate accounts in respect of subsidiaries are available on the website of the Company.

During the year the following material changes occurred relating to subsidiaries:

The shareholders of the Company has already obtained its inprincipal approval for de-subsidizing the Wholly Owned Subsidiaries of the Company namely - Northroof Ventures Private Limited (NVPL) and Marathalli Ventures Private Limited (MVPL).

The Company is in process of entering into a Share Purchase Agreement for share of its complete holdings in its wholly owned subsidiary - Northroof Ventures Private limited to the incoming investor subject to receipt of NOC from the Lenders and release of shares mortgaged with the Lenders.

In terms of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has adopted a policy for determining material subsidiaries. The Policy may be accessed on the Companys website at the link: https://satchmolholdings.in/policies-other-related-matters/

40. Other disclosures/Reporting

No disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

• Issue of Equity Shares with or without differential rights as to Dividend, voting or otherwise

• Issue of Shares (including sweat equity shares) to Employees of the Company under any scheme

• None of the Directors including Managing Directors or Whole Time Directors of the Company received any remuneration or commission from any of the Companys subsidiaries

• No frauds has been reported by the Internal Auditors to the Audit Committee

41. Prevention of Insider Trading

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has made a Code of practices and procedures for fair disclosure of unpublished price sensitive information and prevention of insider trading to prohibit the insider trading, to govern the fair disclosure of unpublished price sensitive information and to attain equality of access to such information with a view to regulate trading in securities by the Directors and designated employees of the Company. All Directors and the designated employees have confirmed compliance with the Code.

The Company has also has complied with the requirement of Structured Digital Database (SDD) pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) the Company has purchased a software for recording of Name, PAN and email id etc. of the person to whom Unpublished Price Sensitive Information is shared for genuine purpose and the Board confirms that the Company has a system driven Structured Digital Database in place to capture all the UPSI.

42. Additional Information to shareholders

All important and pertinent investor information such as financial results, press releases, project updates and other corporate announcements are made available on a regular basis on the website www.satchmoholdines.in of the Company.

43. Acknowledgement:

Your Directors are pleased to place on record their sincere appreciation of the valuable assistance and co-operation extended to the Company by its Customers, Bankers, Financial Institutions, State and Central Government authorities, Service Providers, Contractors and the Shareholders for the Companys operations.

Your Directors also place on record their appreciation on the significant contributions made, and support extended, by the employees of the Company at all levels during the year.