Sabrimala Industries India Ltd Directors Report

DIRECTORS REPORT

TO THE MEMBERS

To

The Members,

Sabrimala Industries India Limited

CIN: L74110DL1984PLC018467 109-A

(First Floor), Surya Kiran Building,

19, Kasturba Gandhi Marg,

Connaught Place,

New Delhi - 110001

The Directors present the Forty First (41st) Annual Report of Sabrimala Industries India Limited ("the Company") along with the audited standalone and consolidated financial statements for the financial year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS FOR THE FINANCIAL YEAR 2024-25

	(Rs. In Lakhs)
Title	Year ended 31.03.2025	Year ended 31.03.2024	Year ended 31.03.2025	Year ended 31.03.2024
Particulars	Standalone		Consolidated
Revenue from Operations	-	557.49	-	557.49
Other Income/ Loss	80.66	77.93	80.66	635.42
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	61.89	50.60	61.78	50.60
Less: Depreciation/ Amortization / Impairment	0 .09	0.09	0.09	0.09
Profit /loss before Finance Costs, Exceptional items and Tax Expense	61.80	50.51	61.69	50.51
Less: Finance Costs	1.14	2.23	1.14	2.23
Profit /loss before Exceptional items and Tax Expense	60.66	48.28	60.55	48.28
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	60.66	48.28	60.55	48.28
Less: Tax Expense (Current & Deferred)	14.39	15.59	14.39	15.59
Profit /loss for the year (1)	46.27	32.69	46.16	32.69
Total Comprehensive Income/loss (2)	-	-	-	-
Total (1+2)	46.27	32.69	46.16	32.69
Balance of profit /loss for earlier years	(232.19)	(264.87)	(223.49)	(256.18)
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserves	46.27	32.69	46.16	32.69
Less: Dividend paid on Equity Shares	-	-	-	-
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	(185.93)	(232.19)	(177.33)	(223.49)

2. RESERVES

The consolidated retained earnings of the Company stood at INR (177.33) lakh as at March 31, 2025, as compared to INR (223.49) lakh in the previous financial year.

Particulars	Amount (Rs. In Lakhs)
Balance at the Beginning of the year	(223.49)
Profit During the year	46.16
Balance at the end of the year	(177.37)

3. DIVIDEND / BONUS/ BUY BACK

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the Companys Dividend Policy and the need to conserve the resources for future, has decided that it would be prudent, not to recommend any dividend for the year ended 31st March, 2025.

4. COMPANYS PERFORMANCE/STATE OF COMPANYS AFFAIRS

Due to unfavorable market conditions the company has not done any trading activity. As per the amended object clause in the financial year 2022-23, the Company has ventured into the acquisition of stressed companies. During the year the company has filed 8 (Eight) Expression of interest for stressed companies undergoing CIRP and filed Resolution Plans 3 (Three) individually or jointly with other resolution applicants.

The Company has profit of Rs. 60.55 Lakh (Rupees Sixty Lakh Fifty-Five Thousand Only) before Tax against the amount of Rupees 48.28 Lakhs and net profit of Rs. 46.16 Lakhs (Rupees Forty- Six Lakh Sixteen Thousand Only) against the amount of Rs. 32.69 Lakhs (Rupees Thirty-Two Lakh Sixty-Nine Thousand Only).

Despite the decline in revenue, the Company has reported a profit of INR 46.16 lakh (Indian Rupees Forty-Six Lakh Sixteen Thousand Only) for the year, reflecting its continued focus on cost management and operational efficiency.

5. INDUSTRY SCENARIO:

During the year under review, the plastic goods manufacturing industry, particularly the household and food-grade segment, faced several headwinds, including rising input costs, subdued consumer sentiment, and overall market uncertainty. These factors contributed to a slowdown in demand and cautious purchasing behavior across both institutional and retail buyers.

Despite the challenges, the underlying fundamentals of the industry remain strong, with increasing awareness of food safety, hygiene, and lifestyle upgrades driving long-term demand for quality household products. The demand for insulated food storage solutions, durable plastic containers, and fusion products combining plastic and stainless steel continues to grow, especially among urban households and the corporate sector.

With increasing urbanization, a growing working population, and the rise of e-commerce and organized retail, the household plastic goods sector is poised for steady growth. Government initiatives such as "Make in India" and improved focus on domestic manufacturing are expected to boost the industrys prospects in the coming years.

In addition, the regulatory framework under the Insolvency and Bankruptcy Code (IBC), 2016 has created an emerging opportunity in the domain of distressed asset acquisition. While the stressed asset resolution space remains highly competitive and process-driven, it provides a strategic entry point for companies like ours with sectoral expertise and compliance readiness.

In light of this, your Company has taken a prudent and forward-looking approach by diversifying into the resolution of stressed companies while continuing to maintain operational efficiency and a customer-centric manufacturing focus. The management remains optimistic about the longterm potential of both its business verticals and is committed to leveraging upcoming opportunities in a measured and compliant manner.

6. CHANGE IN THE NATURE OF BUSINESS:

During the year, the Company has not amended the object clause however has started bidding for stressed assets under the Insolvency and Bankruptcy Code, 2016 and other sources like sale of stressed asset under SARFAESI Act, 2002 by Banks.

7. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

8. SHARE CAPITAL

Authorised Capital

The Authorised Capital of the Company as on March 31, 2025 was Rs. 10,00,00,000 (Rupees Ten Crore Only) comprising of 1,00,00,000 (One Crore Only) Equity Shares of Rs. 10 (Rupees Ten Only) each.

Paid up equity capital

The paid-up equity capital of the Company as on March 31, 2025 was Rs. 8,71,45,000 (Rupees Eight Crore Seventy-One Lakh Forty-Five Thousand Only) comprising of 87,14,500 (Eighty-Seven Lakh Fourteen Thousand Five Hundred Only) Equity Shares of Rs. 10 (Rupees Ten Only) each.

During the year under review, the Company has not issued any equity share, preference share or any other security. Therefore, there is no change in the capital structure of the company during the financial year 2024-25.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there were no outstanding unclaimed/unpaid dividend as on 31st March 2025.

10. BOARD AND COMMITTEES OF THE BOARD

After the change in the members of the board, the Committees were duly reconstituted by the Board of Directors at its meeting held on 12th November 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the relevant regulatory requirements. The reconstitution was undertaken to ensure continued alignment with the Companys governance framework and to facilitate the effective discharge of the Committees responsibilities.

• Size and Composition of Board

The Companys Board is an optimum mix of Executive, Non-Executive, Independent and Women Directors and conforms to the provisions of the Companies Act, 2013 ("the Act").

As on March 31, 2025, the Board comprised 5 (Five) Members including a Managing Director, 1 (One) Non-Executive Women Director and 2 (Two) Independent Directors.

Name of Director	DIN	Date of Appointment	Category
Mr. Varun Mangla	08868103	12/11/2024	Managing Director
Mr. Tapan Gupta	08880267	15/09/2020	Whole Time Director/ Chief Financial Officer
Mrs. Sheela Gupta	08880269	15/09/2020	Non-Executive/ Non - Independent
Mr. Surinder Babbar	08891337	29/09/2020	Independent Director
Mr. Dinesh Mehra	08838907	12/11/2024	Independent Director

• Audit Committee

The Audit Committee functions according to requirement of Section 177 of the Companies Act, 2013 that defines its composition, authority, responsibility and reporting functions as applicable to the Company and is reviewed from time to time. Company Secretary acts as a Secretary to the Committee. Auditors of the Company also attend the meetings by invitation.

The Audit Committee of the Company as on 31st March 2025 comprises of:

	Name of Committee Members	Designation in Committee	Designation in Board
	Mr. Surinder Babbar	Chairman	Independent Director
Audit Committee	Mr. Tapan Gupta	Member	Executive Director
	Mr. Dinesh Mehra	Member	Independent Director

• Nomination and Remuneration Committee

The Board of Directors of every Listed Company is required to have Nomination and Remuneration Committee. The Committee is constituted to identify persons who are qualified to become Directors and who may be appointed in Senior Management and to formulate the criteria for determining qualifications, positive attributes recommend to the Board a policy relating to

the remuneration for the Directors, Key Managerial Personnel and other employees and to carry out evaluation of every Directors performance and to lay the matters as enumerated under the Companies Act, 2013.

The Nomination and Remuneration Committee of the Company as on 31st March, 2025 comprises of:

	Name of Committee Members	Designation in Committee	Designation in Board
	Mr. Surinder Babbar	Chairman	Independent Director
Nomination and Remuneration Committee	Mrs. Sheela Gupta	Member	Non-Executive/ NonIndependent
	Mr. Dinesh Mehra	Member	Independent Director

• Stakeholder Relationship Committee

The Stakeholder Relationship Committee was constituted to ensure that all commitment to shareholders and investors are met and thus strengthen their relationship with the Company.

The Stakeholder Relationship Committee of the Company as on 31st March, 2025 comprises of:

	Name of Committee Members	Designation in Committee	Designation in Board
	Mr. Dinesh Mehra	Chairman	Independent Director
Stakeholder Relationship Committee	Mr. Sheela Gupta	Member	Non-Executive/ NonIndependent
	Mr. Surinder Babbar	Member	Independent Director

11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, the Directors and KMPs have undergone following changes:

DIN/ PAN	Name of Director	Nature	Designation	Date of Change
GOEPS0234G	Mr. Shibu Singh	Appointment	Company Secretary and Compliance Officer	26/08/2025
01835169	Mr. Suresh Kumar Mittal	Cessation	Managing Director	12/11/2025
08838907	Mr. Dinesh Mehra	Appointment	Additional Director	12/11/2025
08868103	Mr. Varun Mangla	Change in Designation	Managing Director	12/11/2025
GOEPS0234G	Mr. Shibu Singh	Cessation	Company Secretary and Compliance Officer	18/03/2025

Post Closure of the Financial Year 2024-2025, CS Swati Goel was appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 17,2025.

12. MEETINGS OF THE BOARD OF DIRECTORS

The Notice and Agenda of the Meetings were circulated well in advance to the respective Directors. During the year under review, 06 (Six) Board Meetings were convened and held. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013. The dates on which the Board Meetings were held are mentioned below:

Director	27-05 2024	13-08 2024	26-08 2024	30-09 2024	12-11 2024	10-02 2025	Total
Mr. Suresh Kumar Mittal	Present	Present	Present	Present	Present	Not Applicable	5(5)
Mr. Varun Mangla	Present	Present	Present	Present	Present	Present	6(6)
Mr. Tapan Gupta	Present	Present	Present	Present	Present	Present	6(6)
Mrs. Sheela Gupta	Present	Present	Present	Present	Present	Present	6(6)
Mr. Surinder Babbar	Present	Present	Present	Present	Present	Present	6(6)
Mr. Dinesh Mehra		Not Ap	plicable		Present	Present	2(2)

13. MEETINGS OF THE COMMITTEES • Audit Committee Meetings

The Notice and Agenda of the Audit Committee Meetings were circulated well in advance to the respective Members. During the year under review, 05 (Five) Audit Committee Meetings were convened and held. The dates on which the Audit Committee Meetings were held are mentioned below:

Members	27-05 2024	13-08 2024	30-09 2024	12-11 2024	10-02-2025	Total
Mr. Varun Mangla	Present	Present	Present	Present	Not Applicable	4(4)
Mrs. Sheela Gupta	Present	Present	Present	Present	Present	5(5)
Mr. Surinder Babbar	Present	Present	Present	Present	Present	5(5)
Mr. Dinesh Mehra	Not Applicable				Present	1(1)

• Nomination and Remuneration Committee Meetings

The Notice and Agenda of the Nomination and Remuneration Committee Meetings were circulated well in advance to the respective Members. During the year under review, 03 (Three) Nomination and Remuneration Committee Meetings were convened and held. The dates on which the Nomination and Remuneration Committee Meetings were held are mentioned below:

Members	17-05-2024	12-11-2024	10-02-2025	Total
Mr. Varun Mangla	Present	Present	Not Applicable	3(3)
Mrs. Sheela Gupta	Present	Present	Present	4(4)
Mr. Surinder Babbar	Present	Present	Present	4(4)
Mr. Dinesh Mehra	Not Applicable		Present	1(1)

• Stakeholder Relationship Committee Meetings

The Notice and Agenda of the Stakeholder Relationship Committee Meeting was circulated well in advance to the respective Members. During the year under review, 01 (One) Stakeholder Relationship Committee Meetings were convened and held on March 28, 2025.

	28-03-2025	Total
Mr. Dinesh Mehra	Present	1(1)
Mr. Sheela Gupta	Present	1(1)
Mr. Surinder Babbar	Present	1(1)

• Independent Directors Committee Meetings

The Notice and Agenda of the Independent Directors Committee Meeting was circulated well in advance to the respective Members. During the year under review, 01 (One) Meeting of Independent Director were convened and held on March 28, 2025.

	28-03-2025	Total
Mr. Dinesh Mehra	Present	1(1)
Mr. Surinder Babbar	Present	1(1)

14. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149

During the year under review, Mr. Varun Mangla was independent Director upto 12th November, 2024 and Mr. Dinesh Mehra was appointed as Independent Director with effect from 12th November, 2024. Mr. Surinder Babbar was holding the position of the Independent Directors in the company throughout the year. In pursuant to the provisions of Section 149 of the Companies Act 2013, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) and Section 149(7) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act 2013, and also a statement on compliance of Code of Conduct for directors and senior management personnel, if any, formulated by the company

There has been no change in the circumstances affecting their status as independent directors of the Company.

15. NOMINATION AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has on the recommendation of the Nomination and Remuneration Committee framed a policy which sets out the criteria for determining qualifications, positive attributes and independence of a director. The detailed policy is available on the website of the company at www.sabrimala.co.in.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committee.

After such evaluation, the performance of the board, its committees found satisfactory, and all the powers has been exercised therein with adequate care.

17. OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

The Board of Directors have evaluated the Independent Directors appointed during the year 2024-25 and opined that the integrity, expertise, and experience (including proficiency) of the Independent Directors is satisfactory.

18. VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Vigil Mechanism Policy Namely Vigil Mechanism-Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

Vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The vigil mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee.

19. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company, filed with the Registrar of Companies in Form MGT-7, has been uploaded on the website of the Company and can be accessed at sabrimala.co.in.

In view of the amendment notified by the Ministry of Corporate Affairs vide Notification dated 28th August, 2020, a company is not required to attach the extract of the Annual Return in Form MGT-9 to the Boards Report if the web link of such Annual Return has been disclosed in the Boards Report in accordance with Section 92(3) of the Act. Accordingly, the Company has not attached Form MGT-9 to this Report.

20. SUBSIDIARIES, ASSOCIATES AND IOINT VENTURES

In accordance with the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary company is provided in Form AOC-1, which forms part of the consolidated financial statements. Please refer to Annexure A to this Report.

The Annual Accounts of the subsidiary and other related detailed information shall be made available to the members of the Company or of the subsidiary, who seek such information, at any point of time. In accordance with Section 136 of the Act, the Annual Accounts of the Company, including those of its subsidiary, are also available for inspection by the members at the registered office of the Company. Additionally, the same can be accessed on the website of the Company at www.sabrimala.co.in.

As on the date of this Report, the Company has one subsidiary, namely Sabrimala Industries LLP, and does not have any associate companies or joint ventures.

21. DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Further, there were no deposits which were unpaid or unclaimed at the end of the financial year.

The Company has also not received any amounts which are deemed to be deposits under the said provisions. Accordingly, there has been no default in repayment of deposits or payment of interest thereon during the year.

The Company continues to comply with all applicable provisions related to acceptance of deposits and has not contravened any provision of Chapter V of the Companies Act, 2013 or the rules made thereunder.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013, the Company has granted loan of Rs. 1,00,00,000/- (Rupees One Crore only) during the financial year 2024-25, which are within the limits as approved by the Board and as prescribed under the said section. The details of such loans as on 31st March, 2025 are disclosed in Note No. 10 of the Standalone Financial Statements forming part of this Annual Report.

During the year under review, the Company has not provided any guarantees or made any investments falling within the purview of Section 186 of the Act. The Company has complied with all the applicable provisions of Section 186 in relation to the loans granted.

23. RELATED PARTY TRANSACTIONS

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. However as per AS-18 the Company has entered in related party transactions as mentioned in Note no. 35 of standalone financial statements for the year ended 31st March 2025.

All Related Party Transactions that were entered into during the Financial Year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

24. PARTICULARS OF EMPLOYEES

No employee has drawn remuneration in excess of the limit set out in pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required in respect of employees of the Company, will be provided upon request which is available for inspection by the members via mail up to the date of ensuing AGM. If any member is interested in inspecting the same, such member may write to the Company in advance.

25. REPORT ON CORPORATE GOVERNANCE

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, as the paid-up share capital and net worth is below the limits mentioned in regulation 15 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hence the same has not been annexed to the Boards Report.

Our Company has always adhered itself towards best governance practices. The Company has maintained high level of integrity and transparency towards compliance of all laws, regulations, rules and guidelines whether provided by any enactment or issued by SEBI.

26. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report. Annexure C.

27. AUDITORS & AUDITORS REPORT:

Statutory Auditors

M/s Suresh & Associates, Chartered Accountants were appointed as Statutory Auditors of the company to hold the office till conclusion of the 44th AGM of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments u/s 134(3)(f)(i) of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark by Statutory Auditors in their Audit Reports.

Internal Auditor

In terms of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014, the Company has appointed M/s Rastogi Sunil & Associates, Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2024-25.

Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed RSH & Associates as Secretarial Auditors of Company for financial year 2024-25. The Secretarial Auditors report has been obtained by the Company on 19.07.2025 and the same is annexed and marked as Annexure-D to this Report.

The Secretarial Audit Report for the financial year ended March 31, 2025, issued by M/s RSH & Associates, Secretarial Auditors of the Company, does not contain any material qualifications or adverse findings that have a significant bearing on the Companys statutory compliance framework.

28. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act 2013 are not applicable for the business activities carried out by the Company.

29. REGISTRAR AND SHARE TRANSFER AGENTS

M/s Skyline Financial Services Private Limited in the capacity of Registrar and Share Transfer Agents of your Company is looking after all the matters relating to shares in transfer, dematerialization etc.

Members are hereby requested to send their correspondence regarding transfer of shares, Demat of shares and other queries to Registrar and Share Transfer Agents i.e., M/s Skyline Financial Services Private Limited at D-153A, First Floor, Okhla Industrial Area, Phase-I, New Delhi- 110020.

30. STATUTORY DISCLOSURE

None of the Directors of your Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. The Directors of your Company has made necessary disclosure as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

31. LISTING OF SHARES-

The shares of the Company are listed at:

Name of the Exchange	Address
BSE Limited	P.J Towers, Dalal Street, Mumbai- 400001
Calcutta Stock Exchange Limited	7, Lyons Range, Dalhousie, Kolkata, West Beng; -700001

32. DISCLOSURES RELATING TO SCHEDULE V PART F OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2015

Pursuant to Schedule V Part F of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details in respect of the shares lying in the suspense account till March 31, 2025 is as under:

Description	No. of cases/No. of shares
Aggregate Number of Shareholders and the outstanding shares in the initiation of suspense account in the beginning of the financial year	Nil
Number of shareholders who approached the Company for transfer of Shares from suspense account during the year 2024-25	NA
Number of shareholders to whom shares were transferred from suspense account during the year 2024-25	NA
Aggregate number of Shareholders and the outstanding shares in the Suspense Account lying as on March 31, 2025	Nil
That the voting rights on these shall remain frozen till the rightful owner of such shares claims the shares	NA

33. DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, we hereby make the following statements in terms of Section 134(3)(c) and 134(5) of the Act:

(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 and loss 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, in the case of a listed company, had laid down internal financial controls to be followed by the company and that 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.

34. INTERNAL FINANCIAL CONTROL

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the review and monitoring mechanisms in place, and the work performed by the internal auditors, statutory auditors, secretarial auditors, and other external consultants-including the audit of internal financial controls over financial reporting conducted by the statutory auditors-as well as the reviews carried out by the management and various Committees of the Board, including the Audit Committee, the Board is of the opinion that the Company has, in all material respects, an adequate internal financial control system commensurate with the size and nature of its operations and that such internal financial controls were operating effectively throughout the year.

These controls have been designed to provide reasonable assurance regarding the reliability of financial reporting, compliance with applicable laws and regulations, safeguarding of assets, prevention and detection of frauds and errors, and the orderly conduct of business operations.

The internal financial control system is reviewed periodically by the Audit Committee and management, and continues to evolve in line with business needs and regulatory developments. No material weaknesses in the design or operation of internal financial controls were observed during the year under review.

35. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the requirement to constitute a Corporate Social Responsibility (CSR) Committee and to make CSR contributions is applicable to companies meeting certain financial thresholds prescribed under sub-section (1) of Section 135.

The Company does not fall within the thresholds specified under Section 135(1) of the Act during the financial year and is, therefore, not mandatorily required to constitute a CSR Committee or undertake CSR expenditure.

However, the Company believes that, as a responsible corporate citizen, it has a moral and social obligation to contribute meaningfully to the welfare and upliftment of society. Accordingly, the Company voluntarily undertakes initiatives from time to time that are aimed at creating a positive impact on the community and environment, reaffirming its commitment to inclusive and sustainable growth.

36. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE.

Our policy against sexual harassment is embodied both in the Code of Conduct of the Company as well as in a specifically written policy in accordance with the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Our policy against sexual harassment is embodied both in the Code of Conduct of the Company as well as also in a specifically written policy in accordance with the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013. The following is a summary of sexual harassment complaints received and disposed of during the financial year 2024-25:

S. No.	Particulars	No of Complaints
A.	Number of complaints pending at the beginning of the year	NIL
B.	Number of complaints received during the year	NIL
C.	Number of complaints disposed off during the year	NIL
D.	Number of cases pending at the end of the year	NIL

37. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION- FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at Annexure- E.

38. CODE OF CONDUCT

As per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down Code of Conduct for all Directors and Senior Management of the Company and the same has been posted on the website of the Company. Annual Compliance Report for the year ended March 31, 2025, has been received from all the Directors and Senior Management Personnel of the Company regarding compliance of all the provisions of Code of Conduct. Additionally, Company has also adopted code of conduct for Independent

Directors of the Company in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Declaration regarding compliance with the code of conduct of board and senior management is annexed herewith as Annexure - F.

39. RISK MANAGEMENT POLICY

The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures.

40. SECRETARIAL STANDARDS

During the year under review the Company has complied with Secretarial Standards on Board and General Meetings issued by Institute of Company Secretaries of India.

41. MAINTENANCE OF AUDIT TRAIL

In accordance with the requirements prescribed under Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended by the Ministry of Corporate Affairs vide notification dated 24th March, 2021, the Company has ensured that the accounting software used for maintaining its books of account has a feature of recording an audit trail (edit log).

The Company has operated such software throughout the financial year, and the audit trail feature has been enabled and not tampered with during the year under review. The Company has maintained a complete and unaltered record of all changes made in the books of account to ensure transparency and compliance with applicable regulatory requirements.

42. SIGNIFICANT BENEFICIAL OWNERSHIP (SBO) REPORTING

Pursuant to the provisions of Rule 9(6) of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Second Amendment Rules, 2023 vide Notification G.S.R. 801(E) dated 27th October 2023, and in the absence of a formally designated person under sub-rule (4), the Company Secretary of the Company shall be deemed to be the designated person responsible for furnishing information and extending co-operation to the Registrar of Companies or any other authorised officer in connection with matters relating to beneficial interest in the shares of the Company.

The Company shall ensure compliance with the reporting obligations as prescribed under the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

43. GENERAL

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

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

• The auditor has not reported any fraud under Section 143(12) of Companies Act, 2013 to the Audit Committee or the Board.

• There has been no application made or pending under Insolvency and Bankruptcy Code, 2016

• During the period under review, no valuation was done as the Company has not entered any one-time settlement.

• The Company has not taken any loans / Advances or accepted deposits during the period under review.

44. ACKNOWLEDGEMENT

Your directors wish to place on record their gratitude in receipt of continued support and cooperation from various stakeholders including and not limiting to Shareholders, Customers, Institutions, Governmental and Semi-Governmental Agencies, Consultants, Business Associates and Employees of the Company.

	By Order of the Board of Directors
	Sabrimala Industries India Limited
	Sd/-	Sd/-
	Tapan Gupta	Varun Mangla
Place: New Delhi	Whole-time Director and CFO	Managing Director
Date: 12th August, 2025	DIN:08880267	DIN: 08868103