Sanblue Corporation Ltd Directors Report

To

The Shareholders,

Your Directors have pleasure in submitting this 31st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2024.

1. FINANCIAL RESULTS :

(Rs. In Lacs)

Particulars	2023-24	2022-23
Revenue from Operations	140.18	378.30
Other Income	64.34	96.85
Profit/(Loss) before Tax	34.63	69.01
Less: Tax Expenses	(9.30)	-
Profit/(Loss) for the year	25.33	69.01
Basic &Diluted EPS	0.51	1.38

2. REVIEW OF BUSINESS OPERATIONS

During the year, the companys revenue from operations decreased from Rs. 378.30 Lacs to Rs. 140.18 Lacs. Hence profit after tax have decreased from Rs 69.01 Lacs for the previous year to Rs 25.33 Lacs for the current year.

3. DIVIDEND

During the period under review, your directors do not recommend any dividend for the current financial year.

4. RESERVES

The Company has not transferred any amount to General Reserve for the financial year ended 31st March, 2024

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year Company has not provided any Loan or Guarantee under section 186 of the Companies Act, 2013. However Company has made investments. The particulars investments have been disclosed in the financial statements of the Company.

6. CORPORATE GOVERNANCE

As per the New (Listing Obligations and Disclosure Requirements) Regulations, 2015 notified 2nd September, 2015 issued by Securities and Exchange Board of India, vide circular no. SEBI/LAD- NRO/GN/2015-16/013. Corporate Governance is not applicable to the Company as Company has not attained the prescribed limit as mentioned hereunder:

As per the Regulation 15 (Listing Obligations And Disclosure Requirements) Regulations, 2015 applicability of Corporate Governance shall not be mandatory for companies having paid up equity share capital not exceeding Rupees Ten Crore and net worth not exceeding Rupees Twenty Five crore, as on the last day of the previous financial year.

7. RELATED PARTY TRANSACTIONS

There are no material related party transactions which are not in ordinary course of business or which are not on arms length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. However for compliance purpose we have attached AOC-2 as Annexure A.

The Board has approved a policy for related party transactions which has been uploaded on the Companys website www.sanbluecorporation.com/policies.html

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

9. INTERNAL FINANCE CONTROL SYSTEM

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The were no observations and comments of the Audit Committee are also generally placed before the Board.

10. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the year under review, the Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

12. SHARE CAPITAL

During the year under review, there were no changes in the share capital of the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sanjiv Shah (DIN: 00256817) retires by rotation and being eligible has offered himself for reappointment.

Based on the recommendation of the Nomination and Remuneration Committee ("NRC") the Board of Directors of the Company approved the appointment of Mr. Bhavik Kiritkumar Shah (DIN: 10657606) as an Non-Executive - Independent Director of the Company with effect from 06/08/2024 as an Additional Director whose term of office will expire on the ensuing Annual General Meeting (AGM) and his appointment is required to be regularized subject to approval of members in the ensuing Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee ("NRC") the Board of Directors of the Company approved the appointment of Mr. Fenil Rameshchandra Shah (DIN: 01558417), as an Non-Executive - Independent Director of the Company with effect from 06/08/2024 as an Additional Director whose term of office will expire on the ensuing Annual General Meeting (AGM) and his appointment is required to be regularized subject to approval of members in the ensuing Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee ("NRC") the Board of Directors of the Company approved the appointment of Mr. Milan Jyantilal Shah (DIN: 10657608), as an Non-Executive - Independent Director of the Company with effect from 06/08/2024 as an Additional Director whose term of office will expire on the ensuing Annual General Meeting (AGM) and his appointment is required to be regularized subject to approval of members in the ensuing Annual General Meeting.

Mr. Jigar Shah, Mr. Yogesh Shah and Mr. Rajesh Shah, Independent Directors of the Company retired on completion of their tenure effective from 08/08/2024. The Board placed on record its appreciation for the valuable contributions made by them.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirm and state that

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

iii. 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;

iv. The Directors had prepared the annual accounts on a ‘going concern basis;

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. 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.

15. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013.

16. ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company has carried out a formal annual evaluation of the performance of the Board as a whole, its Committees and of individual directors through a structured questionnaire, after taking into consideration the guidance note issued by SEBI and ICSI on Board evaluation, covering various aspects of the Boards functioning, Committee effectiveness, directors efficiency on individual basis etc..

17. STATUTORY AUDITORS

M/s Arpit Patel & Associates (FRN: 144032W), Chartered Accountants were appointed as Statutory Auditors of your Company at the 26th Annual General Meeting held on 27th September, 2019, for a term of five consecutive years till the financial year 2023-24. They have completed their tenure. The provisions regarding rotation of auditors, as prescribed under the Act, are applicable to the Company. Hence, it is proposed to appoint M/s Kantilal Patel & Co, Chartered Accountants (Firm Registration No.: 104744W) as Statutory Auditors of the Company for a period of 5 consecutive years commencing from this Annual General Meeting till the Annual General Meeting of the Company to be held in 2029 to the members for their approval. The Report given by the Auditors on the financial statements of the Company is part of this Annual Report.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Kantilal Patel & Co (FRN: 104744W), Chartered Accountants, has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

The Auditors Report for financial year 2023-24 does not contain any qualification, reservation, or adverse remark.

18. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has reappointed Mr. Sanjay Dayalji Kukadia, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B".

The Secretarial Audit Report for financial year 2023-24 does not contain any qualification, reservation or adverse remark.

19. INTERNAL AUDITOR

The Board of Directors has appointed M/s Rakesh J. Shukla & Associates, Chartered Accountants as Internal Auditors of the Company. The Internal Auditor directly reporting to audit committee. The Company has in place a mechanism to identify, assess, monitor and mitigate various risk to key business objectives.

20. AUDIT COMMITTEE

Our Audit Committee comprised three Independent directors as on March 31, 2024. Mr. Jigar Shah Chairman Mr. Yogesh Shah Mr. Rajesh Shah Our Audit Committee comprised three Independent directors w.e.f. August 6, 2024. Mr. Fenil Shah - Chairman Mr. Bhavik Shah Mr. Milan Shah

The Company Secretary act as the secretary to the audit committee.

The Committee also reviewed at length, the financial statements and approved the same before they were placed before the Board of Directors. During the financial year under review the Committee.

21. VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is also updated and uploaded on the website of the Company i.e. www.sanbluecorporation.com.

22. LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited (BSE) with scrip code number 521222. The Company confirmed that the annual listing fees to the BSE Limited has paid.

23. REMUNERATION POLICY

Our Remuneration comprised three Independent directors as on March 31, 2024. Mr. Rajesh Shah Chairman Mr. Jigar Shah Mr. Yogesh Shah

Our Remuneration comprised three Independent directors w.e.f. August 6, 2024 Mr. Bhavik Shah Chairman Mr. Milan Shah Mr. Fenil Shah

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in "Annexure C" and is attached to this report.

24. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:

Our Shareholders/investors Grievances Committee comprised three independent directors as on March 31, 2024: Mr. Rajesh Shah Chairman Mr. Jigar Shah Mr. Jose Daniel

Our Shareholders/investors Grievances Committee comprised three independent directors w.e.f. August 6. 2024.

Mr. Milan Shah Chairman Mr. Fenil Shah Mr. Bhavik Shah

The Company Secretary/Compliance Officer shall act as the secretary to the Committee.

The primary function of the Shareholders / Investors Grievance Committee ("the Committee") is to consider and resolve the grievances of security holders of the Company. During the year under review, the committee reviewed the complaint status, share transfer details, dematerialization of security and also conducted audit by practicing company secretary.

25. THE ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format (MGT-7) for the Financial Year 2023-24 is available on the Company website https://www.sanbluecorporation.com/anual-returns.html

26. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE

Since the Company does not have any Subsidiary / Joint Ventures / Associate Concerns, No financial position of such concern(s) are required to be included in the financial statement.

27. BOARD MEETINGS

The Board of Directors met 4 (Four) times during the year. The details of the meeting are as below:

(1) 30/05/2023 (2) 14/08/2023 (3) 07/11/2023 (4) 09/02/2024

28. SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and companys operations in future.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there are no manufacturing activities undertaken by the Company, in view of the aforesaid fact, there was no scope for your Company to make any efforts for energy conservation, research and development and technology absorption. Hence the particulars required to be furnished in respect of the same are not given.

Foreign Exchange Earnings: NIL

Foreign Exchange Outgoes: NIL

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion & Analysis report form part of this annual report is annexed herewith as "Annexure-D".

31. SHARE TRANSFER AGENT(R&TA)

The details of Registrar & Share Transfer Agent is as below:

Bigshare Services Private Limited

Address: A/802, Samudra complex, Near Klassic Gold, Girish cold drink, C.G Road, Ahmedabad,Gujrat - 380009. Tel. No: 91-79-40024135, Email: bssahd@bigshareonline.com Website: www.bigshareonline.com

32. PARTICULARS OF EMPLOYEE

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given Annexure- E.

33. DETAILS OF NON-COMPLIANCE

No penalty imposed by stock exchange, SEBI or ROC, nor has been any instance of noncompliance with any legal requirements or on matters capital market over the year under review.

34. RISK MANAGEMENT

The Board of the Company has formed a risk management policy for oversight in the area of financial risks and controls.

35. CRYPTO CURRENCY

During the year, the company has not dealing in crypto currency.

36. ACKNOWLEDGEMENT

The directors thank the Companys employees, customers, vendors and investors for their continuous support. The directors are also thankful to the concerned government departments / agencies for their co- operation. The directors appreciate and value the contributions made by every member in the Company.

	For and on behalf of the Board
	Sanblue Corporation Limited
	(Jose Daniel)
Date : 06/08/2024	Chairman & Managing Director
Place : Ahmedabad	DIN: 03532474