Sakuma Exports Ltd Directors Report

TO THE MEMBERS OF SAKUMA EXPORTS LIMITED

The Directors take pleasure in presenting the Twentieth Annual Report together with the Audited Annual Financial Statements for the financial year ended 31st March, 2025. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS:

Key highlights of standalone and consolidated financial results for Sakuma Exports Limited for the financial year 2024 25 are tabulated below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2024 – 25	2023 – 24	2024 – 25	2023 – 24
Sales & Other Income	1,93,121.75	1,88,495.67	2,30,201.94	2,14,063.26
Profit Before Depreciation & Tax	1,984.26	2,384.25	2,289.76	4,792.06
Other Comprehensive Income (Net of Tax)	6.18	(5.76)	6.18	(5.76)
Depreciation	218.45	116.34	218.45	116.34
Profit Before Tax	1,765.81	2,267.91	2,071.31	4,675.72
Provision for Tax:
- Current Tax	513.18	585.69	538.23	628.37
Deferred Tax -	24.25	33.68	24.25	33.68
- Income Tax of Earlier Years	21.13	23.99	21.13	23.99
Minority Interest and share of loss of associate
Net Profit After Tax	1,205.17	1,626.49	1,485.62	3,991.62
Add: Surplus from Previous Period	17,196.63	15,687.42	34,026.67	27,245.42
Profit Available for Appropriation	18,401.80	17,313.91	35,512.28	31,237.05
Appropriation		-		-
Dividend on Equity Shares	(156.77)	(117.28)	(156.77)	(117.28)
Dividend Tax	-	-	-	-
Adjustment relating to Minority Interest	-	-	-	-
Transfer to Statutory Reserve	-	-	-	-
Balance carried to Balance Sheet	18,245.03	17,196.63	35,355.51	34,026.66

There was no revision in the Financial Statements.

2. HIGHLIGHTS OF PERFORMANCE: Standalone Financials:

• Total Standalone Turnover for the year increased by 2.45% to Rs. 1,93,121.75 lakhs as compared to Rs. 1,88,495.67 lakhs in previous year.

• Total Standalone Profit before Tax for the year was Rs. 1,765.81 lakhs as compared to Rs. 2,267.91 lakhs in previous year,

Consolidated Financials:

• Total Consolidated Turnover for the year increased by 7.54% to Rs. 2,30,201.94 lakhs as compared to Rs. 2,14,063.26 lakhs in previous year.

• Total Consolidated Profit before Tax for the year was Rs. 2,289.76 lakhs as compared to Rs. 4,792.06 lakhs in previous year.

• Working of Subsidiaries:

The overall performance of 3 major subsidiary Companies in general were satisfactory considering the current weak economic environment prevailing in the global markets particularly in West Asia. Sakuma Exports Pte. Ltd., Singapore posted a turnover of USD 5,94,000 during the year as against USD 92,12,083 recorded in the previous year. A decrease in top line on y-o-y basis. Net Profit after tax of this subsidiary for the year stands at USD 99,878 (Previous Year USD 3,28,037). The performance of another subsidiary in Dubai namely, Sakuma Exim DMCC subsidiary clocked a turnover of AED 5,12,08,205 during the year

(Previous Year AED 8,40,01,102). A decline in Net Profit to AED 5,47,335 (Previous year AED 91,61,084). The performance of another subsidiary in London namely Sakuma Impex Limited at its initial year of business posted a top line of Sterling Pound 2,33,66,070.62.

3. TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserves.

4. DIVIDEND:

Directors have not declared any dividend for the financial year 2024 25.

5. BUSINESS OPERATIONS REVIEW AND FUTURE PROSPECTS:

• Sakuma Exports successfully navigated the FY 2024-25 with reasonable resilience. During this year govt did surprised us by allowing very small quantities of exports of sugar (about 1 million tonnes) but overall export markets remained subdued with seldom exports opportunities.

• The overall government policies remain committed towards containing food inflation and balance domestic demand and supply which is impacted Companys performance during the year.

• With global trade remaining volatile due to various global events, Tariffs and protectionism, we remain committed and agile to keep navigating and building our businesses on the back of global market understanding and strength of our leadership in global as well as domestic sugar and other agro commodities trade.

• With RBI maintain Indias GDP growth projection for the fiscal year 2025-26 at 6.5%, & to sustain movement of business cycle, The Company wish to continue to focus on domestic trade of Agri commodities along with exploiting any opportunity which is presented for exports of sugar in sugar year 2025-26. The Company continue to maintain distribution centers in the state of Bihar, West Bengal and North East region contributing to significant growth in the top and bottom line of the Company. The Company also established supply of maize to multigrain refineries for production of Ethanol. Your company has also developed robust supply chain business of supply of agri commodities ( sugar ) to Industrial consumers. These diversifications will help in sustain the growth in the business of the Company.

Our people are our biggest asset, and we believe that investing in our people is an investment for the future. We continue to foster a culture that empowers our people to grow – both professionally and personally, alongside the business towards building a future-ready workforce. Year in retrospect Operational Performance: In the year under review, the Company achieved on consolidated basis operational revenue of Rs 2,28,955.46 Lakhs and Rs. 2,12,466.01 Lakhs. Overall turnover on consolidated basis was at Rs. 2,289.55 Crore (Previous year Rs2,124..67 Crore) with EBITDA at Rs. 26.38 Crore (Previous year Rs. 51.97 Crore). PAT at Rs.14.79 Crore (Previous year Rs. 39.97 4 Crore). On Standalone basis turnover was at Rs. 1,922.41 Crore (previous year Rs. 1,874.30 Crore) with EBITDA at Rs 23.33 Crore (Previous year Rs. 27.83 Crore) with PAT at Rs.11.99 Crore (previous year Rs. 16.32 Crore). Your Companys performance for the year 2024-25 has to be viewed in the context of the aforesaid challenging economic and market environment. Going forward, on the positive side India remains the fastest growing major economy in the World. The pace of GDP growth is together momentum in the medium term on the back of favorable global economies tailwinds, pickup in private investment and implementation of key policy reforms. Working of Subsidiaries: The overall performance of 3 major subsidiary Companies in general were not satisfactory considering the current weak economic environment prevailing in the global markets particularly in West Asia. Sakuma Exports Pte. Ltd., Singapore posted a turnover of USD 5,94,000 during the year as against USD 92,12,083 recorded in the previous year. A decrease in top line on y-o-y basis. Net Profit after tax of this subsidiary for the year stands at USD 99,878 (Previous Year USD 3,28,037). The performance of another subsidiary in Dubai namely, Sakuma Exim DMCC subsidiary clocked a turnover of AED 5,12,08,205 during the year (Previous Year AED 8,40,01,102). A decline in Net Profit to AED 5,47,335 (Previous year AED 91,61,084). The performance of another subsidiary in London namely Sakuma Impex Limited at its initial year of business posted a top line of Sterling Pound 2,33,66,070.62.

6. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect your Companys financial position have occurred between the end of the financial year of your Company i.e. 31st March, 2025 and date of this report i.e. 26^th August, 2025.

7. SHARE CAPITAL:

The paid-up equity share capital as on 31st March, 2025 was Rs. 15,677.19 Lakh.

The Company had offered up to 7,89,84,298 equity shares of face value of Rs.1 each at a price of Rs. 25.30 per equity share (including Share premium of Rs. 24.30 per equity share) for an amount aggregating Rs. 19983.03 Lakh to the existing shareholders of the Company on right basis in the ratio of 33 equity shares for every 98 fully paid up equity shares held by the equity shareholders.

The Company has issued Bonus Shares by way of capitalization of Reserves to the equity shareholders of the Company in the ratio of 4: 1 i.e. 4 (Four) new fully paid-up equity Shares of Rs. 1 (Rupee One only) each for every 1 (One) existing fully paid-up Equity Share of Re. 1 (Rupee One only) each

Your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The Promoter and Promoter Group are holding 72,56,81,185 shares equivalent to 46.29% f the total issued and paid-up share capital.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

During the year 2023 24, unclaimed Dividend of Rs. 72,753/-was required to be transferred to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. The Company has transferred the said amount to the Investor Education and Protection Fund. The said amount represents Final Dividend for the financial year 2016 17 which remain unclaimed for a period of 7 years from its due date of payment.

9. TRANSFER OF EQUITY SHARES ON UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND:

In line with the statutory requirements, your Company is in the process of transferring to the credit of the Investor Education and Protection Fund set up by the Government of India, equity shares in respect of which dividend had remained unpaid / unclaimed for a period of seven (7) consecutive years within the time lines laid down by the Ministry of Corporate Affairs.

The Company has not transferred any shares in respect of which dividend has not been paid or claimed for seven consecutive years or more to Investor Education and Protection Fund on account of reconciliation of list of shareholders between the Company and Bigshare Services Private Limited, Companys Registrar and Share Transfer Agent and bank.

10. DIRECTORS:

1.1 Retirement by Rotation:

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Ms. Shipra Malhotra (DIN: 01236811), Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

1.2 Changes in the Board of Directors of the Company:

During the financial year 2024 25, there was no change in the Board of Directors the Company, except for the resignation and appointment of the Company Secretary of the Company. The term of five years of Mr. Amit Amist Non-Executive Independent Director was expiring on 12.02.2026 and it is proposed to reappointment him for another term of five years.

1.3 Declaration by Independent Directors:

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed both, under Sub-Section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015 and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax advisory services and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the databank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA). Accordingly, the

Independent Directors of the Company have registered themselves with the IICA. In terms of Section 150 of the Act read with Rule 6 (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, certain Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank. Those Independent Directors who have to undertake online proficiency self-assessment test will appear for the same.

1.4 Familiarization Program for Independent Directors:

The Program intends to provide insights into your Company so that the Independent Directors can understand your Companys business in depth and the roles, rights, responsibility that they are expected to perform / enjoy in your Company to keep them updated on the operations and business of your Company thereby facilitating their active participation in managing the affairs of your Company. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, SEBI (LODR) Regulations, 2015 with regards to their roles, rights and responsibilities as

Directors of your Company.

1.5 Annual Performance Evaluation:

The annual performance evaluation of the Independent Directors and Board Committees i.e. Audit, Stakeholders Relationship and Nomination & Remuneration Committees was carried by the entire Board and the annual performance evaluation of the Chairman, Board as a whole, Non – Independent Directors was carried out by the Independent Directors.

The annual performance evaluation was carried out in accordance with the criteria laid down by the Nomination and

Remuneration Committee of your Company and as mandated under the Companies Act, 2013 and the SEBI (LODR)

Regulations, 2015, as amended from time to time.

1.6 Key Managerial Personnel:

The following persons have been designated as Key Managerial Personnel of your Company pursuant to Section 2(51) and Section 203 of the Act, read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014 framed thereunder: 1. Mr. Saurabh Malhotra Chairman & Managing Director 2. Mr. Devesh Mishra Chief Financial Officer 3. Ms. Khyati Jobanputra, Company Secretary and Compliance Officer resigned w.e.f. 14.11.2024 and in her place Ms. Surbhi Nahata was appointed w.e.f. 06.02.2025 and she resigned w.e.f. 21.07.2025. Ms. Pooja Malhotra was appointed in her place w.e.f. 22.07.2025.

During the financial year, there was no other change(s) amongst key managerial personnel.

None of the Directors have attained the age of 75 years.

1.7 Remuneration Policy:

The Board has in accordance with the provisions of Section 178 (3) of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The detail of the same has been disclosed in the Corporate Governance Report.

1.8 Board Meetings:

During the financial year your Company has held 9 (Nine) Board Meetings which were held on 08.04.2024; 24.05.2024, 30.05.2024; 01.07.2024; 10.08.2024, 14.08.2024; 14.11.2024, 06.02.2025 and 14.02.2025. The maximum interval between any two meetings did not exceed 120 days. As per Section 167 (1) (b), all the directors have attended at least one Board Meeting held during the financial year.

11. PARTICULARS OF EMPLOYEES:

During the year, there was no employee in receipt of remuneration in excess of limit as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure A" and form part of this Report.

12. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013: a) that in the preparation of the Annual Financial Statements for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2025 and of the profit of your Company for the year ended on that date; c) that 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 your Company and for preventing and detecting fraud and other irregularities; d) that the Annual Financial Statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. INTERNAL CONTROL SYSTEM:

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safeguarded against significant misuse or loss.

14. SUBSIDIARY COMPANIES:

As on 31st March, 2025, your Company has following five subsidiaries: 1. Sakuma Exim DMCC

2. Sakuma Exports PTE Limited 3. Sakuma Impex Ltd

4. Sakuma Exports (Ghana) Ltd Step Down Subsidiary 5. Sakuma Exports Tanzania Pvt. Ltd Step Down Subsidiary 6. GK Exim FZE W.L.L. Step Down Subsidiary

Salient features of financial statements of your Companys Subsidiaries:

The Statement containing the salient features of financial statement of Subsidiaries in Form AOC-1 pursuant to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014 are given below:

Sr. No.	Particulars	Sakuma Exim DMCC	Sakuma Exports PTE Limited	Sakuma Exports (Ghana) Ltd	Sakuma Exports Tanzania Pvt. Ltd	GK Exim W.L.L.	Sakuma Impex Ltd
1	Reporting Period	Apr - Mar	Apr - Mar	Apr – Mar	Apr - Mar	Apr – Mar	Apr – Mar
2	Reporting Currency	AED	USD	GHC	TZS	BHD	UK
3	Country	U.A.E	Singapore	Ghana	Tanzania	T>Bahrain	USD
4	Exchange Rate	23.270	85.581	-	-	226.728	110.739
5	Share Capital	11.59	2708.65	-	-	45.35	9425.90
6	Reserves and Surplus	17552.66	2493.11	-	-	(22.72)	65.93
7	Total Assets	20566.18	5222.90	-	-	37.47	12958.52
8	Total Liabilities	20566.18	5222.90	-	-	37.47	12958.52
9	Investment other than Investment in subsidiary	45.55	-	-	-	-	-
10	Turnover	11916.15	508.35	-	-	-	25,875.33
11	Profit Before Taxation	127.36	85.48	-	-	(1.62)	81.73
12	Provision for Taxation	-		-	-	-	15.81
13	Profit After Taxation	127.36	85.48	-	-	(1.62)	65.93
14	Dividend Paid	-	-	-	-	-	-

15. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR

ASSOCIATE COMPANIES:

There are no companies which have ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2024 25.

16. DEPOSITS:

Your Company has not accepted deposit from the public and members falling within the ambit of Section 73 and Section 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

17. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS OR SECURITY:

The details of Loans and Investments made as covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Standalone Audited Annual

Financial Statements. The Company has not made any guarantees or provided any security in connection with loan made under

Section 186 of the Companies Act, 2013. 18. RELATED PARTY TRANSACTIONS:

A Related Party Policy has been adopted by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at your Companys website at the web link, https:// sakumaexportsltd.com/investors/corporate-policy/Related-Party-Transactions-Policy.pdf All transactions with related parties are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the RPTs, which are foreseeable and repetitive. A statement giving details of all RPTs are placed before the Audit Committee and the Board of Directors on a quarterly basis.

Further the members may note that your Company has not entered into the following kinds of related party transactions:

Contracts/arrangement/transactions which are not at arms length basis or in the ordinary course of business.

Any Material contracts/arrangement/transactions [as per Regulation 23 of the SEBI (LODR) Regulations, 2015]

19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act, 2013. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as "Annexure B" to this Report.

20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given below: A. Conservation of Energy:

The operations of your Company are not energy intensive. However, wherever possible your Company strives to curtail the consumption of energy on continued basis.

B. Technology absorption, adaptation and innovation:

No expenditure has been incurred by your Company on technology absorption activities during the year under review.

C. Foreign Exchange Earning & Outgo:

Amount in Lakhs

Particulars	2024-25	2023-24
(a) Expenditure in Foreign Currency
Travelling Expenses	NIL	-
Ocean Freight	NIL	756.68
Import Payment	13,869.44	88,751.16
Storage Warehouse Charges	188.25	-
Professional Fees	23.47	65.76
(b) Earnings in Foreign Currency
Export of Goods on FOB basis	30530.75	11,0847.44

21. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The nature of business is export and trading in commodities. The inherent risks to the business of your company are as follows: a. Foreign Exchange risk b. Commodity Price risk c. Risk elements in business transactions d. Physical risk to cargo

All the above risks have been discussed in the Management Discussion and Analysis Report. The Executive Chairman & Managing Director mitigate the risk with the help of their depth of knowledge of market, assistance of senior management and forecast based on various data available with your Company. Your Company has developed the analysis of market data which helps in decision making and to ensure the mitigation of the risk. There are no risks which threaten the existence of the

Company.

Your Company has not formed Risk Management Committee as it is not applicable under Regulation 21 of the SEBI (LODR)

Regulations, 2015.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Over the years, your Company has established a reputation for doing business with integrity and displays zero tolerance for any form of unethical behavior. Whistle Blower Policy is the vigil mechanism instituted by your Company to report concerns about unethical behavior in compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Boards Audit Committee oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of your Companys Code of Conduct and/ or Whistle Blower Policy. Details of the Whistle Blower Policy have been disclosed on your Companys website at https:// sakumaexportsltd.com/investors/corporate-policy/WhistleBlowerPolicy.pdf 23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your

Company and its future operations.

24. AUDITORS: 1.1 Statutory Auditors:

Your Companys Auditors, M/s. M. L. Sharma & Co., Chartered Accountants are retiring at the forthcoming Annual General Meeting of your Company. It is proposed to appoint M/s. Ramesh M Sheth & Associates, Chartered Accountants and necessary resolution for their appointment has been proposed at item no. 3 of the Notice of AGM. Necessary disclosure required to be made in terms of Regulation 36(5) of SEBI (LODR) Regulations, 2015 have been given in the Explanatory Statement of the

Notice of AGM forming part of Annual Report.

The statutory auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Statutory Auditors of your Company. As required under Regulation 33 of SEBI (LODR) Regulations, 2015, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Statutory Auditors have also furnished a declaration confirming their independence as well as their arms length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The

Audit Committee reviews the independence of the statutory auditors and the effectiveness of the audit process. The statutory auditors or their representative attend the Annual General Meeting of your Company.

1.2 Statutory Auditors Observations:

The Report given by the Auditors on the Financial Statements of your Company is part of the Annual Report. There are no qualification, observation or adverse remark made by the statutory auditors in their Audit Report.

1.3 Secretarial Auditor:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has proposed to re-appoint M/s. Rajeev Bhambri & Associates, Practicing Company Secretaries, as Secretarial Auditors for conducting Secretarial Audit of your Company for a term of five consecutive years from financial year 2025-26 to financial year 2029-30 and necessary resolution for their appointment has been proposed at item no. 5 of the

Notice of AGM..

1.4 Secretarial Audit:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Rajeev Bhambri & Associates, Practicing Company Secretaries, as Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended 31^st March, 2025.

The report of the Secretarial Auditor is attached as "Annexure C".

The Annual Secretarial Compliance Report for Financial Year 2024-25 is available at BSE and NSE along with the website of the company at https://www.sakumaexportsltd.com/annual-secretarial.html

25. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, auditors have not reported to the Audit Committee of the Board, under Section 143 (12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

26. COST RECORDS:

The provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 (hereinafter referred to as ‘Rules) in respect of maintenance an audit of cost records are not applicable to Company.

27. COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the

Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees and General Meeting, which have mandatory application during the year under review.

28. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT - 7 of your Company for the financial year ended 31st March, 2025 is available at https://www.sakumaexportsltd.com/annual-return.html

29. CONSOLIDATED ANNUAL FINANCIAL STATEMENTS:

The Audited Consolidated Annual Financial Statements of your Company for the financial year 2024 25 are prepared in compliance with the applicable provisions of the Companies Act, 2013, including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013. The Audited Consolidated Annual Financial Statements together with the Auditors

Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of each of the subsidiaries in the prescribed Form AOC 1 are provided at Point 14 of the Boards Report which forms part of the

Annual Report.

The Audited Annual Financial Statements of the subsidiaries are available for inspection by the Members at the Registered

Office of your Company pursuant to the provisions of Section 136 of the Companies Act, 2013. Your Company shall provide free of cost, a copy of the Financial Statements of its subsidiary companies to the Members upon their request. The financial statements are also available on the website of your Company at https://www.sakumaexportsltd.com/overseas-financial- results.html.

30. GREEN INITIATIVES:

In view of Covid 19 pandemic, the Ministry of Corporate Affairs vide its circular no. 17 / 2020 dated 13th April, 2020, circular no. 20 / 2020 dated 5th May, 2020 and circular No. 10/2022 dated 28th December, 2022 and SEBI vide its circular bearing reference no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 and no. SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated 5th January, 2023 has dispensed with the requirement of sending hard copy of full annual report to the shareholders.

Electronic copies of the annual report for the financial year 2024 25 and notice of the 20th Annual General Meeting (AGM) are sent to all members whose email addresses are registered with your Company / Depository Participant(s). Members who have not registered their email address can do so by following the steps as mentioned in the notes of notice of 20th AGM.

Alternatively, if they need the soft copy of the annual report, they are requested to download the same from the website of the

Company i.e. www.sakumaexportsltd.com or from the website of National Stock Exchange of India Limited (NSE) i.e. www. nseindia.com and BSE Limited (BSE) i.e. www.bseindia.com or write to the Company at companysecretary@sakumaexportsltd. com.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies

(Management and Administration) Amendment Rules, 2015.

31. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under the Schedule V (B) of SEBI (LODR) Regulations, 2015, report on "Management Discussion and Analysis" is attached and form part of this Annual Report.

32. CORPORATE GOVERNANCE:

The Board of Directors affirm their continued commitment to good corporate governance practices. During the year under review, the Company has complied with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report together with a certificate from the Companys Secretarial Auditors, M/s. Rajeev Bhambri & Associates, Practicing Company Secretaries confirming the compliance is provided in the Report on Corporate Governance, which forms part of the Annual Report.

33. GENERAL:

Your Company firmly believes in providing a safe, supportive and friendly workplace environment a workplace where our values come to life through the supporting behaviour. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

• Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment, your Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.

• Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Complaints

Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• During the financial year 2024-25, no complaints were received by the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• Further, the Company has also complied with all the provisions relating to the Maternity Benefits Acts, 1961.

• All Policies as required under the Act or the SEBI LODR Regulations are available on the website of the Company

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

34. MANAGING DIRECTOR & CFO CERTIFICATION:

The Certificate from Mr. Saurabh Malhotra, Chairman and Managing Director and Mr. Devesh Mishra, CFO pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review was placed before the Board of Directors of your Company at its meeting held on 30th May, 2025. The certificate is attached and form part of this Report.

35. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Mr. Rajeev Bhambri of M/s. Rajeev Bhambri & Associates, Practicing Company Secretaries, has issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory Authority. The certificate is attached and form part of this Report.

36. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Mr. Rajeev Bhambri of M/s. Rajeev Bhambri & Associates, Practicing Company Secretaries, has issued Annual Secretarial Compliance Report for the financial year ended 31st March, 2025 pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 which covers a broad check on compliance with the applicable SEBI Regulations and circulars / guidelines issued thereunder on an annual basis. The said Report has been filed with National Stock Exchange of India Limited and BSE Limited on 29th May, 2025.

37. INSOLVENCY AND BANKRUPTCY CODE:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their status as at the end of the financial year is not applicable; 38. ONE TIME SETTLEMENT WITH BANKS:

The Company has not made any settlement with the banks or financial institutions.

39. LISTING WITH STOCK EXCHANGES:

Your Company is listed with National Stock Exchange of India Limited and BSE Limited. Your Company has paid the listing fees to each of the Exchanges.

40. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of your Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of your Company for their unstinted commitment and continued contribution to your Company.

41. CAUTIONARY STATEMENT:

Statements in the Boards Report and the Management Discussion & Analysis describing your Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

	By order of the Board
	For SAKUMA EXPORT LIMITED
Place: Mumbai	Saurabh Malhotra
Date: 26.08.2025	Chairman & Managing Director
	(DIN:00214500)