SBC Exports Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "SBC"), along with the audited financial statements, for the financial year ended March 31, 2025. The consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS

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

(Amount in Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations	23152.95	19101.22	30,004.52	20940.57
Other Income	870.18	361.67	898.51	365.28
Total Revenue	24023.13	19462.89	30,903.03	21305.85
Total Expenditure	22340.94	18178.43	29,067.55	20011.47
Profit/Loss before taxation	1682.19	1284.46	1,835.47	1294.38
Less: Tax Expenses	476.45	345.62	510.09	349.88
Profit /loss for the year	1205.74	938.84	1,336.68	944.50

2. OPERATIONS:-

The Company has reported Consolidated Revenue from Operations is ? 30,004.52 Lakhs and Total Standalone Revenue from Operations is ?23152.95 Lakhs against total Consolidated Revenue from Operations is ?20940.57 Lakhs and Total Standalone Revenue from Operations is ? 19101.22 Lakhs for the previous year.

The consolidated Net profit for the year under review amounted to 1 1,336.69 Lakhs and Total standalone Net profit of ? 1205.74 Lakhs in the current year as compared to Last Years c onsolidated Net profit ^944.50 Lakhs and Total standalone Profit ? 938.84 Lakhs Respectively.

The Company has reported Standalone IT Support-Segment Total Profit Before Tax as ?623.54 Lakhs as comparing to last years ? 549.09 Lakhs. The Garment Sale- Segment Total Profit Before Tax as ^ 1965.30 Lakhs as comparing to last years ? 1385.86.

The Company has reported Consolidated IT Support-Segment Total Profit Before Tax as ?623.54 Lakhs as comparing to last years ? 549.09 Lakhs. The Garment Sale-Segment Total Profit Before Tax as ? 1965.30 Lakhs and Tour & Travel Services-Segment Profit Before Tax as ^ 153.28 Lakhs as comparing to last years ?1385.86 and m.42 lakhs.

3. DIVIDEND DISTRIBUTION POLICY

"In accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not among the top 1000 listed entities and has therefore not maintained a Dividend Distribution Policy.

4. NUMBER OF BOARD MEETINGS HELD

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other business discussions. However, in case of a special and urgent business need, if any, the Boards approval is taken by passing resolution(s) through circulation, as permitted by law, which is confirmed in the subsequent Board Meeting.

During the Financial Year 2024-25, the Board met on 6 (Six) occasions viz.

Quarter	Date
Quarter 1	15-05-2024
Quarter 2	26-07-2024 & 28-08-2024
Quarter 3	22-10-2024
Quarter 4	24-01-2025 & 11-03-2025

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby stated that:

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

(b) The Directors have selected such accounting policies and applied them consistently and made judgements 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;

(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; and

(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.

6. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government.

7. DECLARATION BY INDEPENDENT DIRECTORS AND RE-APPOINTMENT, IF ANY

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they continue to confirm the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of sub-section (1) of Section 178 of the Companies Act, 2013 read with Rule made thereunder and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulatio,2015, the company has formulated a NRC committee and formulated a policy on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, and independence of a Director, as well as other matters provided under sub-section (3) of Section 178 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulatio,2015. The said policy has been duly approved by the Board and is available on the Companys website at the following link: https://www.sbcexportslimited.com/download/Policies/NRC%20Policy.pdf.

9. EXPLANATION OR COMMENTS ONQUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or the Secretarial Auditor of the Company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given or guarantees given or investments made or securities provided are given in notes to financial statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business under the Companies Act 2013 and not material under the Listing Regulations and hence did not require members prior approval under the Companies Act 2013 and the Listing Regulations. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 are attached as Annexure-I in the Form AOC-2.

12. TRASNFER TO RESERVES

The General Reserve of the Company stood at ? 667.93 Lakhs as at March 31, 2025. During the year under review, the Company has transferred ? 1205.74 Lakhs to reserves.

13. DIVIDEND

During the financial year under review, your Company has reported a Net Profit of ?1,205.74 Lakhs. While the Company continues to maintain a healthy financial position, the Board of Directors, after careful consideration of current and future business requirements, has decided not to recommend any dividend for the said financial year.

This decision aligns with the Companys long-term strategy to strengthen its capital base, support future expansion initiatives, and maintain financial flexibility amid evolving market dynamics. The Board believes that retaining the profits within the Company at this stage will serve the best interests of shareholders by enabling sustainable growth and value creation in the coming years.

The Board expresses its sincere appreciation for the continued trust and support of all stakeholders.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:-

There are no material changes or commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company i.e. March 31, 2025 and the date of this report.

During the year under review period, the Company has signed Mr. Saurabh Raj Jain (Indian Actor) and Ms. Rupali Bhushan (Indian Model and Ms. Jharkhand 2020) for the Companys Brand "F-route" promotion.

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

TECHNOLOGY ADOPTION REPORT Introduction

As a leading textile company committed to innovation and sustainability, SBC Exports Limited continuously explores and integrates cutting-edge technologies to enhance our operations, streamline processes, and deliver superior products to our customers. This year has been pivotal in advancing our technology

adoption strategy, enabling us to maintain a competitive edge in a rapidly evolving market. The following report highlights key technological advancements and their impact on our business.

Digital Transformation

1. Automation in Manufacturing

This year, we invested significantly in automating our manufacturing processes. The implementation of advanced robotics and automated machinery has not only increased production efficiency but also improved product consistency and quality. Our new automated weaving and dyeing systems have reduced production time and minimized material waste contributing to both cost savings and environmental sustainability.

2. Smart Textile Technology

We have introduced smart textiles into our product lines, incorporating sensors and conductive fibers that enable garments to monitor and respond to environmental conditions. This innovation has positioned us as a leader in the functional apparel market, catering to the growing demand for wearable technology. Our smart textiles feature applications ranging from health monitoring to temperature regulation, offering enhanced value to our customers.

3. Digital Fabric Printing

Our new digital fabric printing technology has revolutionized our design capabilities. This state-of-the-art system allows for high-resolution prints with unparalleled color accuracy and design flexibility. By reducing the need for traditional screen printing, we have accelerated the design-to-production cycle and significantly cut down on resource consumption.

Supply Chain Optimization

1. Advanced Analytics and AI

We have leveraged advanced analytics and artificial intelligence (AI) to optimize our supply chain management. Predictive analytics tools have improved demand forecasting accuracy, enabling us to better align production with market needs. AI-driven supply chain solutions have enhanced inventory management, reducing excess stock and minimizing supply chain disruptions.

2. Blockchain for Transparency

To enhance traceability and transparency, we have integrated blockchain technology into our supply chain operations. This initiative ensures the authenticity and ethical sourcing of our raw materials, building greater trust with our customers and stakeholders. The blockchain system provides an immutable record of each products journey from source to finished garment, reinforcing our commitment to ethical practices.

Sustainable Technologies

1. Eco-Friendly Dyeing Processes

Our commitment to sustainability has led to the adoption of eco-friendly dyeing technologies. We have replaced conventional dyeing methods with waterless dyeing techniques that reduce water consumption and eliminate harmful chemical runoff. This transition supports our goal of minimizing our environmental footprint and aligns with global sustainability standards.

2. Recycling and Circular Economy

In line with our sustainability objectives, we have implemented a textile recycling program that repurposes post-consumer and post-industrial waste into new fabrics. Our closed-loop recycling system not only reduces waste but also conserves raw materials, supporting the circular economy model. This initiative has diverted over 50 tons of textile waste from landfills this year alone.

Future Outlook

Looking ahead, The Company remains committed to exploring and adopting new technologies that drive innovation and efficiency. Our focus for the coming year includes further advancements in artificial intelligence for predictive maintenance, expansion of our smart textile product range, and continued investment in sustainable practices.

By staying at the forefront of technological advancements, we aim to enhance our operational excellence, deliver exceptional value to our customers, and contribute positively to the global textile industry.

ENERGY CONSERVATION

As a forward-thinking textile company, we are dedicated to advancing energy conservation practices to enhance sustainability and operational efficiency. This year, our focus on integrating energy-efficient technologies has not only contributed to reducing our environmental footprint but has also resulted in significant cost savings.

We have made substantial investments in upgrading our manufacturing equipment to include energy- efficient technologies. Our new machinery, including high-efficiency looms and dyeing units, consumes comparatively less energy compared to our previous equipment. This upgrade has led to a notable reduction in our overall energy consumption, aligning with our sustainability goals.

In line with our sustainability strategy, we have installed solar panels on the rooftops of our manufacturing facilities. This initiative has allowed us to generate approximately 30% of our electricity needs from renewable sources. The solar power system has significantly reduced our reliance on non-renewable energy sources, lowering our carbon footprint and providing a stable, cost-effective energy solution.

Looking ahead, we are committed to further advancing our energy conservation initiatives. Our plans for the coming year include expanding our renewable energy projects, investing in additional energy-efficient technologies, and continuing to engage our workforce in energy-saving practices.

By prioritizing energy conservation, we aim to enhance our operational efficiency, reduce costs, and contribute positively to environmental sustainability.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in 000)

PARTICULARS
Inflow	USD $ 2552.73
	EURO € 14.69
Outflow	Nil

16. RISK MANAGEMENT POLICY

Although the Company does not fall under the mandatory criteria for formulation of a Risk Management Policy, as per Regulation 21 SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 it has voluntarily developed and implemented a Risk Management Policy to ensure a structured and proactive approach to identifying and managing risks. The policy outlines various elements of risk which, in the opinion of the Board, may potentially affect the operations or threaten the existence of the Company. The Risk Management Policy is available on the Companys website at the following link: https://www.sbcexportslimited.com/download/Policies/Risk%20Management%20Policy.pdf.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company has developed and implemented a Corporate Social Responsibility (CSR) Policy in line with the provisions of the Companies Act, 2013. The details of the CSR initiatives undertaken during the year are guided by this policy. The CSR Policy is available on the Companys website at the following link: https://www.sbcexportslimited.com/download/Policies/CSR%20Policy.pdf.

18. BOARD EVALUATION

Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 read with the rules framed thereunder and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance and that of its Committees and individual Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report which forms part of the Annual Report.

Further, to comply with Regulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors have also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors, which was held on August 21, 2024 and January 22, 2025.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

• Expertise;

• Objectivity and Independence;

• Guidance and support in context of life stage of the Company;

• Understanding of the Companys business;

• Understanding and commitment to duties and responsibilities;

• Willingness to devote the time needed for effective contribution to Company;

• Participation in discussions in effective and constructive manner;

• Responsiveness in approach;

• Ability to encourage and motivate the Management for continued performance and success.

The evaluation involves Self-Evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation. Accordingly, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Circular/ Notifications/ Directions issued by Reserve Bank of India from time to time, the Management Discussion and Analysis of the financial condition and result of consolidated operations of the Company for the year under review is presented in a separate section forming part of the Annual Report as Annexure-II.

20. CHANGE IN THE NATURE OF BUSINESS:-

There is no change in the nature of the business of the company in the review period.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Joint Ventures or Associate Company. The Company has One (1) wholly Owned Subsidiary Company i.e. Mauji Trip Limited running a business of Tour and Travels.

Overview: Outlook for the Future:

Mauji Trip Limited is a wholly owned subsidiary of Mauji Trip Limited is poised for continued growth SBC Exports Ltd., specializing in providing a with plans to further diversify our service offerings

comprehensive range of travel and tourism services. Established in 2021, Mauji Trip Limited is swiftly becoming a leading player in the travel industry, offering bespoke travel experiences and tailored solutions for both leisure and corporate clients.

and the enter emerging markets.

Our focus will remain on enhancing customer experiences through innovative solutions and maintaining our position as a leader in the travel industry.

Core Services:

1. Leisure Travel: Mauji Trip Limited offers curated travel packages, including guided tours, adventure travel, and luxury vacations. Our services encompass everything from personalized itineraries to exclusive access to top destinations around the world.

2. Corporate Travel Management: We provide end-to-end travel management solutions for businesses, including flight bookings, accommodation arrangements, and travel policy compliance.

3. Our dedicated team ensures seamless travel experiences for corporate clients, optimizing travel spend and enhancing convenience.

4. Specialized Travel Services: This includes niche services such as destination weddings, group travel arrangements, and custom travel experiences. We cater to specific client needs with precision and expertise.

5. Travel Consulting: Our consulting services help clients make informed travel decisions with access to expert advice on destinations, travel regulations, and best practices

Performance Highlights:

• Revenue Growth: In 2024-25, Mauji Trip Limited achieved a revenue growth of 120.65%, driven by increased demand for customized travel solutions and expansion into new markets.

• Market Expansion: We successfully expanded our operations into Middle East, broadening our market reach and establishing new partnerships with local travel providers.

22. DEPOSITS

During the year, the Company has neither accepted any deposits from the public, nor does it have any scheme to invite any such deposits.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:-

During the year under review an Assessment Order by the Income Tax Authority for the assessment year (AY) 2024-25 was passed which was in relation to demand under section 156 of the Income-Tax Act, 1961. There was no immediate impact on the financial, operations, or other activities of the Company. The Company is in the process of filing an appeal against the aforesaid Order.

Apart from above mentioned order there has been not any such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit reports to the Chairman of the Audit Committee of the Board and to the Managing Director. The Internal Audit Department reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

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

The provisions/requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder are being followed by the Company and the company is providing the proper environment of working to all employees and has proper internal control Mechanism for prevention, prohibition and redressal of sexual harassment at workplace. The Company has complied with the provisions of constitution of Internal Complaints Committee under the Act. There were no cases/complaints filed under this Act during the year under review.

Particular	Number
Number of complaints of sexual harassment received in the year	0
Number of complaints disposed off during the year	0
Number of cases pending for more than ninety days	0

26. Maternity Benefit Act 1961

Your Company is fully committed to upholding the rights and welfare of its employees, particularly with regard to maternity benefits. We affirm that the company complies with all applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time.

As part of our compliance:

• We provide paid maternity leave in accordance with the Act to all eligible women employees.

• We ensure that no woman is employed during the period of six weeks immediately following the day of her delivery or miscarriage, in compliance with Section 4 of the Act.

• We do not dismiss, discharge, or disadvantage any employee due to her maternity leave.

• We provide nursing breaks and necessary facilities as required under the law.

• We maintain accurate records as mandated under the Act and submit any required documentation to the appropriate authorities.

27. INSOLVENCY AND BANKRUPTCY CODE, 2016

During the reporting period, there were no applications made or proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016. Accordingly, this disclosure is not applicable for the financial year ended 31 March, 2025.

28. DISCLOSURE ON VALUATION DIFFERENCES IN CASE OF ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS

During the reporting period, the Company has not entered into any one-time settlement with banks or financial institutions. Accordingly, the requirement to disclose the difference between the valuation done

at the time of one-time settlement and the valuation done while availing loans does not arise and is not applicable for the financial year ended 31 March, 2025.

29. CHANGE IN SHARE CAPITAL

The Authorized Share Capital of your Company as at March 31, 2025 stands at Rs. 50,00,00,000 divided into 50,00,00,000 Equity Shares of Re. 1/- each.

As at March 31, 2025, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs. 47,61,90,000 divided into 47,61,90,000 Equity Shares of Re. 1/- each.

Company in the last financial year issued Bonus equity shares of the Company of Re. 1/- (Rupee One only) each to the equity shareholders of the Company as on Record Date, in the proportion of (1:2) i.e. one new equity share for every two existing equity share .

The Authorized Share Capital, increased from Rs. 40,00,00,000/- to 50,00,00,000/- i.e. by Rs. 10,00,00,000/- and The Issued, Subscribed and Paid-up Equity Share Capital of the Company, after issue of Bonus Shares, increased from Rs. 31,74,60,000/- to Rs. 47,61,90,000/- i.e. by Rs. 15,87,30,000/-.

Apart from the above mentioned Bonus Equity Share, there were neither any issue of Equity shares with differential rights as to dividend, voting or otherwise nor grant of any stock options or sweat equity under any scheme during the year under review.

As on March 31, 2025, None of the Directors of the Company was holding any instrument convertible into Equity Shares of the Company.

30. DEPOSITORY SYSTEM

As the Members are aware, the shares of the company are tradable compulsorily in electronic form and our Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

In view of the numerous advantages offered by the depository system, the members are requested to ava il the facility of Dematerialization of the Companys shares on NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE04AK01028.

The details of Registrar and Share Transfer Agent of the company is provided in the Corporate Governance Column of this Annual Report. The Members are advised to contact the Registrar and Share Transfer Agent of the Company or the Company itself with relation to any question related to Dematerialisation & related aspects.

31. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies (Accounts) Rules, 2014 forms the integral part of this Report.

The statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure forming part of the Report.

The said Annexure is open for inspection at the Registered Office of the Company.

Any member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the company, 21 days before and upto the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees mentioned in the said statement is a relative of any Director of the Company.

And none of the employees hold (by himself or

In terms of proviso to Section 136(1) of the Act, the along with his spouse and dependent children) Report along with Accounts are being sent to the more than two percent of the equity shares of the shareholders excluding the aforesaid Annexure. Company.

32. CODES AND POLICIES

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations are provided in Annexure-III to the Boards report.

33. CORPORATE GOVERNANCE

Our Company has been practicing the principles of good corporate governance as it is committed to maintain the highest standards of Corporate Governance and believes in conducting its business with due compliance of the Regulation 34 (3) read with Schedule V of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. The Company has duly implemented the system of Corporate Governance and a separate report on Corporate Governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report as Annexure-IV.

34. AUDITORS AND AUDITORS REPORT

M/s. STRG & Associates, Chartered Accountants (FRN 014826N), having its office at New Delhi was Re-appointed as the Statutory Auditors of the Company on 30^th day of September, 2024 who held their office another Term of 5 Years that is from 2024-25 to 2029-30.

Further, the Auditors Report and Notes to the Accounts referred to in the Auditors Report are selfexplanatory and therefore, does not call for any further comments and explanations. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not calls for any further comment.

35. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions notified under Section 133 of the companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and Indian Accounting Standard ("Ind AS") 110 - Consolidated Financial Statements, the audited consolidated financial statement forms part of the Annual Report.

36. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel Rules) 2014, Company had appointed M/s. Kumar Mandal and Associates, Company Secretaries in Practice on 22nd Day of August, 2019 for the Financial Year 2019-20 and onwards, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2024-25 is attached as Annexure-V.

37. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to code of Independent Directors in compliance with Schedule IV the Companies Act, 2013 and rules made there under and regulation 25 (3) of the SEBI Listing Regulations, 2015, a separate meeting of

the Independent Directors of the Company was held on August 21^st, 2024 and January 22^nd, 2025 and to review the performance of Non-independent directors (including the Chairman) and the Board as a whole.

The Independent directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its committees which is necessary to effectively and reasonably perform and discharge their duties.

38. CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS AND KMPs

During the period under no changes were there in the composition of the Board of Directors and KMPs.

39. RETIREMENT OF DIRECTOR BY ROTATION:

No Director is liable to retire by rotation at the ensuing Annual General Meeting.

40. BOARDS INDEPENDENCE

Definition of Independence of Directors is in conformity with Section 149(6) of the Companies Act, 2013 and the requirements of Listing Regulations. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Section 149(6) of the Companies Act, 2013 and the requirements of Listing Regulations :-

1. Mr. Jasbir Singh Marjara

2. Mrs. Ruchi Chordia

3. Mrs. Pooja Solanki

4. Mrs. Radha Kumari

5. Ms. Parul Singh

The independent directors have submitted the declaration of independence, as required under section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

41. PARTICULARS OF EMPLOYEES

According To Rule-5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Sr.no Name of Directors	Designation	Ratio of remuneration of director to median remuneration of employees	%increase in the financial year
1. Govindji Gupta	Managing Director	1.223%	29.03%
2. Deepika Gupta	Executive Director	1.0147%	Nil
3. Hariom Sharma	Company Secretary	-	7.44%
4. Mukesh Bhatt	Chief Financial Officer	-	16.67%

Note-the percentage increase in the median remuneration of employees in the financial year is 7.27%. There were no employee in receipt of remuneration of ?1.02 crores Rupees per annum if employed for whole of the year or ?8.50 Lakhs per month, if employed for part of the year, whose particulars are required to be given under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The remuneration paid to the directors and employees of the company is as per the remuneration policy of the company.

42. WHISTLE BLOWER POLICY /VIGIL MECHANISM

In compliance with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, the Company has established a Whistle Blower Policy / Vigil Mechanism Policy that enables the Directors and Employees

to report genuine concerns. The vigil mechanism provides for (a) adequate safeguards against victimization of persons who use the vigil mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

No complaint of this nature has been received by the Audit Committee during the year under review.

43. EXTRACT OF ANNUAL RETURN

The Company is maintaining a website where the extract of Annual Return can be accessible. The Link of the website is www.sbcexportslimited.com or you may Click Here to Access the Annual Returns.

44. CORPORATE SOCIAL RESPONSIBILITY

We are pleased to inform your Company continues to uphold its commitment to corporate social responsibility (CSR) and sustainable development. As part of our ongoing efforts to contribute to the welfare of the community and environment, we have recently transferred the designated CSR amount in accordance with Schedule VII of the Companies Act, 2013.

This transfer is aligned with the regulatory requirements and reflects our dedication to engaging in activities that promote education, healthcare, environmental sustainability, and other socially beneficial initiatives as outlined in Schedule VII.

As part of our commitment to social responsibility and sustainable development, we have transferred an amount of ^ 20,00,000/- (Rupees Twenty Lakhs Only) to Om Sarvodayam Sansthanam for the implementation of the aforementioned project.

This transfer aligns with the objectives outlined in Schedule VII, which include specific areas such as education, healthcare, environmental sustainability etc. Please find enclosed the Annexure VI for the purpose of detail CSR Expenditure.

We trust that these funds will be used effectively to achieve the intended impact and contribute to the welfare of the community.

Objectives and Expected Outcomes

The primary objectives of this initiative include:

1. "To provide educational resources and infrastructure to schools in underdeveloped areas."

2. "To conduct health camps and provide essential medical services to communities lacking healthcare access."

3. "To initiate tree plantation drives and promote sustainable agricultural practices among farmers."

4. Others as provided Under Schedule VII of the Companies Act, 2013.

The view this partnership as the beginning of a long-term relationship focused on creating sustainable and meaningful change. We are open to exploring additional avenues of collaboration in the future, particularly in areas that align with our CSR vision.

45. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to Key business objectives. Major risks identified by the Board and systematically steps taken to mitigate on a continuous basis. The Companys internal control system is commensurate with the nature of its business and the size and complexity of operations.

46. MAINTENANCE OF COST RECORDS

Pursuant to the provision of section 148 (1) of the Companies Act, 2013 read with the companies (Accounts) Rule, 2014 , the company is required to maintain cost record as specified by the central

Government and accordingly, such cost accounts and records are made and maintained by the company during the financial year under review.

47. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

During the year, the Company has reviewed its Internal Financial Control systems and has continually contributed to the establishment of a more robust and effective internal financial control framework, prescribed under the ambit of Section 134(5) of the Act. The preparation and presentation of the financial statements is pursuant to the control criteria defined considering the essential components of Internal Control - as stated in the "Guidance Note on Audit of Internal Financial Controls Over Financial Reporting" issued by the Institute of Chartered Accountants of India.

The control criteria ensure the orderly and efficient conduct of the Companys business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has an adequate Internal Financial Controls system that is operating effectively as of 31st March 2025.

48. STATEMENT OF CAUTION

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

49. APPRECIATION & ACKNOWLEDGEMENT

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, dealers, agents, suppliers, Investors, consultants, bankers and other authorities for their continued support and faith reposed in the Company. The Directors also thank the Central and State Government of India and concerned Government Departments/ Agencies for their cooperation. The directors appreciate and value the contributions made by every member of the company.

For SBC EXPORTS LIMITED
GOVINDJI GUPTA	DEEPIKA GUPTA
Director	Director
DIN: 01632764	DIN: 03319765
Date: 28.08.2025
Place: Sahibabad