Sarup Industries Ltd Directors Report

To

The Members

Your Directors have pleasure in presenting their 46th Annual Report on the Business and operations of a Company and the accounts for the Financial Year ended 31^st March, 2025.

1. FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous year figures is given hereunder:

	Year ended March 31st 2025	Year ended March 31st 2024
Sales of products and services	1,597.16	1,156.79
Other Income	419.35	4.21
Total Income	2,016.51	1,161.00
Total Expenditure other than Interest and Depreciation	1,370.22	1,039.38
Profit before Interest, Depreciation and Tax	646.29	121.62
Depreciation and Amortization Expenses	51.26	74.22
Profit before Interest and Tax	595.03	47.40
Finance Cost (net)	135.89	206.06
Profit before Tax	459.14	-158.66
Provision for Current Tax	0	0
Tax expense	0	0
Provision for Deferred Tax	-19.74	11.82
Net Profit	478.88	-170.48
Adjustments in respect of prior years	0	0
Surplus brought forward	-2,876.93	-2,674.58
Profit after Tax available for appropriation	-2,400.51	-2,876.93
Your Directors recommend appropriation as under:
Proposed Dividend on Equity Shares	0	0
Dividend Tax on Proposed Dividend	0	0
Transfer to General Reserve	0	0
Income Tax /TDS/ wealth Tax Provision	0	0
Surplus Carried Forward	-2,400.51	-2,876.93
Total Appropriation	-2,400.51	-2,876.93

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The highlights of the Companys performance are as under:

• Revenue from operations and sales has been increased this year from 1156.79 Lakh to 1597.16 Lakh.

Further our Company putting more efforts to increase the sale as well as revenues of the Company.

3. PROPOSED TRANSFER TO GENERAL RESERVES

This year, as per section 134(3) (j) of Companies Act, 2013 no amount has transferred to the General Reserve.

4. DIVIDEND

In order to conserve the resources of the Company, the directors have decided not to declare any Dividend for the financial year 2025-25.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

• The company has reduced its borrowings from banks/financial institutions from Rs. 7.72 cr to Rs 3.08 cr in the financial year 2024-25. By the impact, the borrowing cost has been reduced from Rs.1.02 cr to Rs.0.42 cr. In the said financial year.

• Regarding development of Multiplex cum shopping Mall, the company has signed an agreement with Shalimar Corp. Lukhnow to complete the under-constructed shopping Mall. The Shalimar is approaching the financial institutions to arrange the funds to complete the said Mall as early as possible. The company has converted the under-constructed Mall having book value of Rs. 16.19 cr. from Capital work in progress to stock in trade in accordance with laws during the year 2023-24.

• We are excited to announce that in FY 2025-26, the company plans to relaunch its brand, Lotus Bawa. I This strategic initiative is expected to significantly enhance our revenue and sales, positioning us for growth in a competitive marketplace. The relaunch will focus on revitalizing the brands identity and expanding our product offerings, ultimately strengthening our market presence and customer engagement. We look forward to sharing more details as we move closer to the launch.

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There is none of the above-mentioned order(s) which impacts the going concern status and companys operations in future.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

There is an adequate system of internal controls for the Company. The system is designed to adequately ensure the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company also carries out regular internal audits to test the adequacy and effectiveness of its internal control processes and also to suggest improvement and upgrades to the Management. The Company has disclosure controls and procedures in place that are designed to provide reasonable assurance that material information relating to Intellect is disclosed on a timely basis.

8. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY

The Company has adopted measures concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself are as follows: -

a. High competition from East European countries and other Asian countries

b. international price fluctuation

d. Lack of warehousing support from the government

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure "A" and is attached to this report.

10. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

11. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of annual return of the financial year 2025-25 on its website at https://www.sarupindustries.com/.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in Annexure "B" as Form AOC-2 and is attached to this report.

13. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement that:-

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

(b) The directors have 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 have 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 have prepared the annual accounts on a going concern basis; and

(e) The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

15. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review, no amount of principal or interest was outstanding on the date of balance sheet.

Company duly filed Eform DPT-3 in ROC in regard to Exempted deposits during the year.

16. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a) Board Meetings

The Board of Directors of the Company met Seven (07) times during the financial year 2025-25. The details of various Board Meetings are provided in the Corporate Governance Report.

b) Changes In Directors and Key Managerial Personnel

• Mr. Rohit Rajpal (DIN: 08750443) resigned from the post of Independent Director w.e.f., 15.05.2025

• Mr. Kamal Jeet Sharma (DIN: 10649108) Appointed as an Additional Independent Director (NonExecutive) of the company w.e.f 14.06.2024.

• Mr. Ajay Kumar Sharma (DIN: 10668947)Appointed as an Additional Independent Director (NonExecutive) of the company w.e.f 14.06.2024.

• Mr. Gurendra Singh Bedi (DIN- 02442047) resigned from the post of Independent Director w.e.f., 28.06.2024 due to personal reasons.

• MR. ASHISH MAHENDRU resigned from the post of Chief Financial Officer and KMP Of The Company w.e.f 20.03.2025.

• Mr.Gagandeep appointed as the Chief Financial Officer (CFO) and KMP of the Company w.e.f. 20th June 2025.

c) Re-Appointment

In accordance with the provisions of the Act-

• Mrs. Harjinder Kaur (DIN: 10524745) Director is liable to retire by rotation at this Annual General Meeting and being eligible have offers herself for re-appointment.

d) Independent Directors

The Company has received declarations from all the Independent Directors of the Company under section 149(7) of the Act, that they meet the criteria of independence as laid down under 149(6) of the Act.

e) Details of Ratio of Remuneration to Directors

The information relating to remuneration of directors as required under Section 197(12) of the Act, is given in Annexure-C"

f) Compliance with Secretarial Standards

During the year under review, the Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

g) Board Committees

The Board has constituted 3 committees which are as follows:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

h) Board Evaluation

As required under the provisions of Section 134(3) (p) the Board has carried out an annual performance evaluation of its own performance, and the manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place and has been circulated to all the directors to seek their response on the evaluation of the entire Board and independent directors. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of such as exercise of responsibilities in a bona fide manner in the interest of the Company, striving to attend meetings of the Board of Directors/ Committees of which he/she is a member/ general meetings, participation constructively and actively in the meetings of the Board /committees of the Board, etc.

In separate meeting if Independent directors, performance of non-independent directors, the chairman of the Company and the board as a whole was evaluated.

h) . Vigil Mechanism

The Company has established a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit committee. Employees may also report to the Chairman of the Audit Committee.

During the year under review, no employee was denied access to the Audit Committee.

i) Related Party Transactions

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There were no other material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No loans, guarantees and investments made by the company during the financial year 2025-25 exceeding limit prescribed under Section 186 of Companies act 2013.

18. STATUTORY AUDITORS

M/s. Y K SUD & CO., Chartered Accountants (FRN- 0000047N),was appointed as statutory auditors of the Company in 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company

19 SECRETRIAL AUDITORS: -

In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board appointed CS Dinesh Gupta (ICSI Membership No. F3462 and CP. No.1947 ) of M/s. Dinesh Gupta & Co., Company Secretaries, Jalandhar, as the Secretarial Auditors of the Company, to conduct the Secretarial Audit for the financial year ended March 31, 2025 and to submit Secretarial Audit Report.

M/s Dinesh Gupta & Co. Jalandhar has risen following observation in its secretarial audit report dated- 04.09.2025:-

Observations:-

i. The Company has not maintained the Structural Digital Database Software under Regulation 3(5) of The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, thus, the Company has not complied with the related requirements.

ii. Pursuant to Regulation 3(5) and 3(6) of The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has not taken compliance certificate from a Practicing Company Secretary for the quarter ending December 2024 and March 2025.

iii. Adequate notices were not given to all directors to schedule the Board/Committee Meetings along with agenda and detailed notes on agenda as per the provisions of the Act.

iv. Pursuant to Regulation 8(1) of The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information was not formulated and approved by the Board.

v. Pursuant to Regulation 9A (5) of The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Policy on Leak of Unpublished Price Sensitive Information was formulated; however, the same was not approved by the Board.

vi. Policy on Prevention of Sexual Harassment at Work place was formulated although the same was not approved by the Board and Internal Complaints Committee was not constituted per Companies Act, 2013 and Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

vii. Website disclosures were not maintained as per Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

viii. Secretarial Standards relating to notices and Draft Agendas of Board meeting and committee meetings notices were not adhered to.

ix. Proof regarding data bank of Independent Directors has not been provided and Evidence of deposit of Rs. 1 lakh by Independent director who is proposed to be appointed has not been provided.

Reply of the Board:-

I. The Company maintained/renewed the Structural Digital Database Software under Regulation 3(5) of The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 in the financial year 2025-26.

II. Company will comply the same in future.

III. Company duly send the Board/Committee Meetings notices along with agendas.

IV. Company formulated the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

V. Company formulated the Policy on Leak of Unpublished Price Sensitive Information was formulated;

VI. Company formulated the Policy on Prevention of Sexual Harassment at Work place and Company will hold the Internal Complaints Committee per Companies Act, 2013 and Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

VII. Website disclosures are as per Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

VIII. Secretarial Standards duly followed by the Company relating to notices and Draft Agendas of Board meeting and committee meetings.

IX. Company will comply the same in future.

20. COST AUDITORS

The provisions relating to cost records and Cost audit is applicable to the company.

20. CORPORATE GOVERNANCE

Your Company has been complying with the as applicable provisions of Corporate Governance as stipulated in SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. A separate report on Corporate Governance along with Auditors certificate on compliance of the as applicable Corporate Governance norms as stipulated in SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and Management Discussion & Analysis forming part of this report are provided elsewhere in this Annual Report.

The Register of Members and Share Transfer books of the company will be closed with effect from 23^rd September, 2025 to 30th September, 2025 (both days inclusive).

21. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial year 2024-25:

(a) No. of complaints received: NIL

(b) No. of complaints disposed: NIL

22. LISTING FEES

The Company confirms that it has paid the annual listing fees for the year 2024-25 to Bombay Stock Exchange Limited.

23. OTHER DISCLOSURES

i) There is no change in the nature of business of the Company during the year.

ii) There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

iii) There was no instances of one time settlement with Banks or Financial Institutions during the year.

iv) There is no voluntary revision, no any issue of equity shares with differential rights, issue sweat equity, ESOS etc during the year.

23. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

	By Order of the Board of Directors
		ForSarup Industries Ltd
	Sd/-	Sd/-
	Simarjit Singh Bawa	Atamjit Singh Bawa
	Managing Director	Director
Place: Jalandhar	Din: 00851651	Din:00807400
Date: 05.09.2025