sakuma exports ltd share price Directors report


TO THE MEMBERS OF SAKUMA EXPORTS LIMITED

The Directors take pleasure in presenting the Eighteenth Annual Report together with the Audited Annual Financial Statements for the financial year ended 31st March, 2023. The Management Discussion and Analysis has also been incorporated into this report.

FINANCIAL RESULTS:

Key highlights of standalone and consolidated financial results for Sakuma Exports Limited for the financial year 2022 – 23 are

tabulated below:

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

2022 – 23

2021 – 22

2022 – 23

2021 – 22

Sales & Other Income

2,86,311.97

2,53,866.11

3,18,039.79

2,86,032.21

Profit Before Depreciation & Tax

3,519.75

3,125.95

3,962.06

3,602.83

Other Comprehensive Income

(Net of Tax)

9.53

13.89

9.53

13.89

Depreciation

(145.17)

(190.38)

145.17

190.38

Profit Before Tax

3,374.58

2,935.57

3,816.89

3,412.45

Provision for Tax:

- Current Tax

884.66

793.04

886.11

798.25

- Deferred Tax

68.52

(131.79)

68.52

(127.12)

- Income Tax of Earlier Years

1.56

(21.57)

1.75

(21.57)

Minority Interest and share of loss of associate

Net Profit After Tax

2,413.42

2,286.55

2,854.09

2,758.22

Add: Surplus from Previous Period

13,391.28

11,222.01

25,061.02

22,510.20

Profit Available for Appropriation

15,804.70

13,508.56

27,844.17

25,268.42

Appropriation

-

-

-

-

Dividend on Equity Shares

(117.28)

(117.28)

(117.28)

(117.28)

Dividend Tax

-

-

-

-

Adjustment relating to Minority Interest

-

-

-

-

Transfer to Statutory Reserve

-

-

-

-

Balance carried to Balance Sheet

15,687.42

13,391.28

27,245.42

25,061.62

There was no revision in the Financial Statements.

HIGHLIGHTS OF PERFORMANCE: Standalone Financials:

Total Standalone Turnover for the year increased by 12.78% to Rs. 2,86,311.97 lakhs as compared to Rs. 2,53,866.11 lakhs

in previous year.

Total Standalone Profit before Tax for the year was Rs. 3,374.58 lakhs as compared to Rs. 2,935.57 lakhs in previous year,

increase of 14.95%.

Consolidated Financials:

Total Consolidated Turnover for the year increased by 11.19% to Rs. 318039.79 lakhs as compared to Rs. 2,86,032.21 lakhs

in previous year.

Total Consolidated Profit before Tax for the year was Rs. 3,962.06 lakhs as compared to Rs. 3,602.83 lakhs in previous year,

a increase of 9.97%.

TRANSFER TO RESERVES:

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

DIVIDEND:

Your Directors are of the view that your Company is currently on the path of growth which requires higher capital deployment to fund the businesses hence need to conserve resources. Keeping in view the objective, Directors are pleased to recommend a final dividend of Re. 0.05/- per share of face value of Re. 1/- each for the year 2022 – 23. The total outgo for the current year amounts to Rs. 1,17,27,971.5/- as against Rs. 1,17,27,971.5/-in the previous year.

BUSINESS OPERATIONS REVIEW AND FUTURE PROSPECTS:

Your Company operate in a complex and volatile world. Our strategy is constantly evolving to adapt to the trends and forces shaping our markets and impacting our stakeholders. As the World economy continued recovering from the Covid-19 pandemic, it was further exposed to large scale disruption caused by geopolitical tension between Russia and Ukraine. Logistical challenges, coupled with soaring inflation and cost, impacted several trade & industries. However, regular interventions by RBI together-with robustness of domestic economy, aided by the combative approach of the policymakers, further pushed the recovery in these challenging times. We navigated another challenging fiscal year with reasonable resilience and tenacity. With continued support of our stakeholders, We achieved yet another moderate performance in terms of business growth in the face of tough & competitive global markets. With global tension easing, we are well positioned to further strengthen our leadership in global sugar and other agro commodities trade.

The year began with the anticipation that runaway inflation, aggressive policy rate hikes, and high commodity prices might topple a few major economies into recession in 2023. The largest economy, the United States, is seeing a rebound in consumer confidence and spending. Risk spreads are declining on both sides of the Atlantic after the recent banking crisis in the United States.

India, meanwhile, enjoys a comfortable moment as it sees its economic activity gaining momentum amid continuing global uncertainties.

RBI has maintained its GDP growth projection for the fiscal year 2023-24 at 6.5%, with noting that the Indian economy and financial sector remain resilient amidst unprecedented global headwinds.

While the overall growth was broad-based, many sectors such as construction and agriculture experienced more-than-expected growth. In fact, strong growth in manufacturing proved to be a reassuring development. Exports performed well despite global headwinds, while imports recorded their slowest growth since December 2020, primarily because of easing crude oil prices bringing down Indias import bills.

The operating environment this year continued to remain challenging. Geopolitical conflict in Europe and the global supply chain disruptions led to an unprecedented inflation in food, energy and commodity prices. Aggressive monetary tightening measures from central banks worldwide led to further pressure on emerging economies. The widespread inflation posed major challenges for the country and for the FMCG industry specifically with prices of several commodities inflating to their decadal highs. This had a significant impact on FMCG & food consumption as consumers tried to manage their household budgets by adjusting volumes and prioritizing essentials over discretionary categories. The impact of slowdown was more pronounced in rural markets. Urban markets led growth for FMCG—supported by normalization in economic activities after a couple of years of COVID-19 induced disruptions. The Companys performance for the FY 2022-23 has to be viewed in the context of the aforesaid economic and market environment. Your Company is hopeful that an stable economic environment coupled with normal monsoon, will lead to higher agriculture output & spur higher consumer demand and provide impetus to the growth of your Company.

Year in retrospect – Operational Performance:

In the year under review, the Company achieved on consolidated basis operational revenue of Rs.317314.85 and Rs. 285343.80

Lakhs.

Overall turnover on consolidated basis was at Rs. 3173.14 Crore (Previous year Rs. 2853.43 Crore) with EBITDA at Rs. 46.27 Crore (Previous year Rs. 39.56 Crore). PAT at Rs.28.44 Crore (Previous year Rs. 27.44 Crore).On Standalone basis turnover was at Rs.2855.87 Crore (previous year Rs. 2531.65 Crore) with EBITDA at Rs .41.80 Crore (Previous year Rs.34.59 Crore) with PAT at Rs. 24.03 Crore (previous year Rs. 22.73 Crore). Your Companys performance for the year 2022-23 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 2 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 12,138,450 during the year as against USD 1,711,533 recorded in the previous year. A increase of in top line on y-o-y basis. Net Profit after tax of this subsidiary for the year stands at USD 22,445 (Previous Year USD 64493). The performance of another subsidiary in Dubai namely, Sakuma Exim DMCC subsidiary clocked a turnover of AED 124,629,806 during the year (Previous Year AED 17,3523,780). A decline of 28.18% with a decline of 24.44% in Net Profit to AED 14,83,723 (Previous year AED 19,63,717 ).

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, 2023 and date of this report i.e. 25th May, 2023.

SHARE CAPITAL:

The paid up equity share capital as on 31st March, 2023 was Rs. 23,45,59,430. During the financial year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The Promoter and Promoter Group are holding 14,51,36,237 shares equivalent to 61.88% of the total issued and paid-up share capital.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

During the year 2022 – 23, unclaimed Dividend of Rs. 87,566 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 2014 – 15 which remain unclaimed for a period of 7 years from its due date of payment.

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.

DIRECTORS:

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.

Changes in the Board of Directors of the Company:

During the financial year 2022 – 23, there were no changes in the Board of Directors of the Company.

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.

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.

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.

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:

Mr. Saurabh Malhotra – Chairman & Managing Director

Mr. Devesh Mishra – Chief Financial Officer

Ms. Khyati Jobanputra – Company Secretary and Compliance Officer During the financial year, there was no change amongst key managerial personnel.

None of the Directors have attained the age of 75 years except Mr. Radhe Shyam and Om Prakash Singal. In terms of Regulation 17 (1) (c) of SEBI (LODR) Regulations, 2015, the approval of the members for his re-appointment by way of special resolution has been taken at the 14th Annual General Meeting of the Company held on 24th September, 2019.

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.

Board Meetings:

During the financial year your Company has held 7 (Seven) Board Meetings which were held on 28th May, 2022; 21st June, 2022, 4th August, 2022, 12th August, 2022; 14th November, 2022; 14th February, 2023 and 23rd February, 2023. The maximum interval between any two meetings did not exceed 120 days. As per Section 167 (1) (b), all the directors have attended atleast one Board Meeting held during the financial year.

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.

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:

that in the preparation of the Annual Financial Statements for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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, 2023 and of the profit of your Company for the year ended on that date;

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;

that the Annual Financial Statements have been prepared on a going concern basis;

that proper internal financial controls were in place and that the financial controls were adequate and were operating

effectively;

that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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.

SUBSIDIARY COMPANIES:

As on 31st March, 2023, your Company has following five subsidiaries:

Sakuma Exim DMCC

Sakuma Exports PTE Limited

Sakuma Exports (Ghana) Ltd – Step Down Subsidiary

Sakuma Exports Tanzania Pvt. Ltd – Step Down Subsidiary

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:

(Rs. in Lakhs)

Sr. No.

Particulars

Sakuma Exim DMCC

Sakuma Exports PTE Limited

Sakuma Exports (Ghana) Ltd

Sakuma Exports Tanzania Pvt. Ltd

GK Exim W.L.L.

1

Reporting Period

Apr - Mar

Apr - Mar

Apr – Mar

Apr - Mar

Apr – Mar

2

Reporting Currency

AED

USD

GHC

TZS

BHD

3

Country

U.A.E

Singapore

Ghana

Tanzania

Bahrain

4

Exchange Rate

22.3725

82.2169

217.9425

0

0

5

Share Capital

11.19

2602.17

43.59

0

0

6

Reserves and Surplus

14714.84

2043.85

-17.12

0

0

 

Sr.

No.

Particulars

Sakuma Exim DMCC

Sakuma Exports PTE Limited

Sakuma Exports (Ghana) Ltd

Sakuma Exports Tanzania Pvt.

Ltd

GK Exim W.L.L.

5

Total Assets

14975.67

4763.20

36.02

0

0

8

Total Liabilities

14975.67

4763.20

36.02

0

0

9

Investment other than

Investment in subsidiary

0

0.00

0.00

0

0

10

Turnover

27882.80

9979.86

0.00

0

0

11

Profit Before Taxation

331.95

20.09

-4.06

0

0

12

Provision for Taxation

0

1.64

0.00

0

0

13

Profit After Taxation

331.95

18.45

-4.06

0

0

14

Dividend Paid

0

0.00

0.00

0

0

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2022 – 23.

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.

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.

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]

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.

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:

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.

Technology absorption, adaptation and innovation:

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

Foreign Exchange Earning & Outgo:

(Amount in Lakhs)

Particulars

2022-23

2021-22

(a) Expenditure in Foreign Currency

Travelling Expenses

0.00

0.00

Ocean Freight

8734.26

5283.95

Professional Fees

4.22

0.00

(b) Earnings in Foreign Currency

Export of Goods on FOB basis

146794.18

169686.72

Dividend received from Overseas subsidiary

0.00

0.00

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The nature of business is export and trading in commodities. The inheritant risks to the business of your company are as

follows:

Foreign Exchange risk

Commodity Price risk

Risk elements in business transactions

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.

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

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.

AUDITORS:

Statutory Auditors:

Your Companys Auditors, M/s. M. L. Sharma & Co., Chartered Accountants, who retire at the forthcoming Annual General Meeting of your Company, are eligible for re-appointment. Necessary resolution for their re-appointment has been proposed at item no. 4 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.

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.

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 has appointed M/s. P. P. Shah & Co., Practicing Company Secretaries, as Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended 31st March, 2023.

The report of the Secretarial Auditor is attached as "Annexure C". The Secretarial Audit Report has made the following

qualification:

Non-Transfer of shares on which un-paid dividend is not claimed to IEPF:

As per Section 124 (6) of the Companies Act, 2013, ‘all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of Investor Education and Protection Fund along with a statement containing such details as may be prescribed.

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.

Management Response:

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.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditors have 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.

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.

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.

EXTRACT OF 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 extract of the Annual Return in Form MGT - 9 of your Company for the financial year ended 31st March, 2023 is annexed herewith as "Annexure D".

CONSOLIDATED ANNUAL FINANCIAL STATEMENTS:

The Audited Consolidated Annual Financial Statements of your Company for the financial year 2021 – 22 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.

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 2022 – 23 and notice of the 18th 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 18th 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.

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.

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. P. P. Shah & Co., Practicing Company Secretaries confirming the compliance is provided in the Report on Corporate Governance, which forms part of the Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company firmly believes in providing a safe, supportive and friendly workplace environment – a workplace where our values come to life through the supporting behaviours. 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.

No complaint was raised and pending as on 01stApril, 2022 and no complaint has been raised during the financial year ended

31stMarch, 2023.

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 25th May, 2023. The certificate is attached and form part of this Report.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Mr. Pradip Shah of M/s. P. P. Shah & Co., 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.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing Company Secretaries, has issued Annual Secretarial Compliance Report for the financial year ended 31stMarch, 2023 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, 2023.

INSOLVENCY AND BANKRUPTCY CODE:

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

ONE TIME SETTLEMENT WITH BANKS:

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

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.

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.

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.

For and on behalf of the Board of Directors

of Sakuma Exports Limited

Saurabh Malhotra

Place: Mumbai Chairman & Managing Director

Date: 25th May, 2023 DIN: 00214500