SBEC Systems (India) Ltd Directors Report

To,

The Shareholders,

SBEC Systems (India) Limited Dear Members,

Your Directors take pleasure in presenting the 36th Annual Report of the Company together with the Audited Financial Statement for the financial year ended

31st March 2025.

FINANCIAL RESULT

The Companys financial performance (Standalone & Consolidated) for the financial year ended March 31, 2025 along-with that of the previous financial year

ended March 31, 2024 are summarized below: (Rs. in Lacs)

PARTICULARS	Standalone		Consolidated
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Revenue & Other Income	376.91	319.06	376.91	319.06
Total Expenditure	205.32	180.34	205.32	180.34
Operating Profit/(Loss) Before Tax	171.59	138.72	171.59	138.72
Profit/(Loss) After Tax	243.78	132.91	243.78	132.91

STATE OF THE COMPANYS AFFAIR

During the year under review, the Company commenced the business of solar power generation by commissioning a grid-connected solar plant . Total income

stood at Rs. 376.91 lacs, and net profit rose to Rs. 243.78 lacs as compared to Rs. 132.91 lacs in the previous year.

This growth reflects the contribution of the solar power business, stable tariff realization, and disciplined cost management. The Companys financial position remains robust, with healthy cash flows and sufficient liquidity to support planned capacity expansions and further investments in renewable energy assets.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company in accordance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements together with Auditors Report form part of the Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remarks.

DIVIDEND & RESERVES

In order to conserve the resources for future growth of the Company, the Board of Directors has not declared any dividend for the year under review. The Company has not transferred any amount to the reserves for the year ended March 31, 2025.

SHARE CAPITAL

The paid up equity capital as on March 31, 2025 was Rs. 10.00 Crores. During the year under review, the Company has not issued any class of shares nor granted stock options.

REDUCTION OF SHARE CAPITAL

The Board of Directors of the Company has in its meeting dated 26th June, 2023 approved the selective reduction of Capital of the Company from Rs. 10,00,00,000/-(Rupees Ten Crores only) consisting of 1,00,00,000 (One Crore) equity share of Rs. 10/- (Rupees Ten only) to Rs. 7,96,00,000/-(Rupees Seven Crores Ninety Six Lacs) consisting of 79,60,000 (Seventy Nine Lacs Sixty Thousand equity shares of Rs. 10/- (Rupees Ten) each by cancelling and extinguishing in aggregate 20.40% of the total issued, subscribed and paid-up equity share capital of the Company, comprising 20,40,000 (Twenty Lacs Forty Thousand) equity shares of Rs. 10/- (Rupees Ten) each held by the SBEC Systems Limited, UK (Dissolved Promoter) without any consideration.

It is further stated that the name of the Dissolved Promoter was struck off from the Registrar of Companies on October 2, 2001 and stand dissolved by notice in the London Gazette dated October 9, 2001 thereby terminating its legal existence .

The Company had applied to BSE Ltd for their No-Objection for reduction of Capital of the Company and on 24th July, 2024, BSE Ltd has issued observation letter with ‘no adverse observations.

Subsequently, at the 35th Annual General Meeting of the Company held on September 28, 2024, the shareholders granted their approval for the proposed Reduction of Share Capital, thereby completing the necessary corporate and regulatory steps for the implementation of the scheme.

The Company has filed the application for Reduction of Share Capital before the Honble National Company Law Tribunal, New Delhi Bench for approval. The

matter is presently adjudication before the Tribunal.

ASSOCIATE/SUBSIDIARY/JOINT VENTURE COMPANY

As on March 31, 2025, the Company has one Associate Company i.e. SBEC Sugar Limited. Investment in the Associate is dealt with in accordance with Indian Accounting Standard (Ind-AS) 28, the consolidation of accounts of the Company with its associate is done by using "Equity Method".

Further, a statement containing the salient features of the financial statements of the Associate company are incorporated in AOC-1 and appended as

Annexure-A to the Boards Report.

There is no subsidiary company within the meaning of Section 2(87) of the Companies Act, 2013 ("Act").

MATERIAL CHANGES AND COMMITMENTS

During the financial year 2024–25, the Company amended its Articles of Association in accordance with the provisions of the Companies Act, 2013. This

alteration was duly approved by the shareholders at the 35th Annual General Meeting of the Company.

The Board of Directors of the Company in its meeting held on 26 June 2023, approved the Scheme of Reduction of Equity Share Capital. Pursuant to this approval, the Company submitted an application to the Bombay Stock Exchange (BSE) for obtaining a No Observation Letter. BSE, after reviewing the application, issued the No Observation Letter on 24 July 2024. Subsequently, at the 35th Annual General Meeting of the Company, the shareholders granted their approval for the proposed Reduction of Share Capital, thereby completing the necessary corporate and regulatory steps for the implementation of the scheme.

The Company has filed the application for Reduction of Share Capital before the Honble National Company Law Tribunal, New Delhi Bench for approval. The

matter is presently adjudication before the Tribunal.

No other material changes occurred in between the end of Financial Year 2024-25 and the date of this report.

DIRECTORS & KEY MANAGERIAL PERSON

In terms of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 Mr. Shiv Shankar Agarwal, Director of the Company, re-appointed by rotation at the last Annual General Meeting.

During the financial year under review, Mr. Vijay Kumar Modi (DIN: 00004606) was re-appointed as a Non-Executive Non-Independent Director of the

Company w.e.f. September 29, 2024 not liable to retire by rotation pursuant to the Regulation 17(1A) of SEBI Listing regulations.

Mr. Ajay Kumar Aggarwal and Mr. Shyam Lal Agarwal were appointed as Non-executive Independent Directors of the Company w.e.f. 14th August, 2024 and regularized at the 35th Annual General Meeting.

Ms. Asha Agarwal, Independent Director resigned from the Directorship of the Company w.e.f. 14th August, 2024. The Board places on record its sincere appreciation for the valuable contribution made by her throughout her tenure as Director of the Company.

None of the Directors of the Company is disqualified under Section 164(2) of the companies Act, 2013. The Directors have made necessary disclosures as

required under various provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

KEY MANAGERIAL PERSONNEL (KMP)

During the financial year ended 31.03.2025, following persons are Whole Time Key Managerial Personnel (KMP) of the Company in terms of provisions of

Section 203 of the Companies Act, 2013.

S.No.	Name	Designation
1.	Mr. Shiv Shankar Agarwal	Chief Executive Officer
2.	Mr. Lakhmi Chand Sharma	Chief Financial Officer
3.	Ms. Himani Mittal*	Company Secretary
4.	Ms. Priyanka Negi*	Company Secretary

*Ms. Himani Mittal appointed as Company Secretary cum compliance offer of the Company w.e.f.17th October, 2024 and Ms. Priyanka Negi resigned as Company Secretary cum compliance offer of the Company w.e.f.23rd September, 2024.

BOARD MEETING

The Board met four times during the financial year 2024-25, the details of which are given in the Corporate Governance Report. The intervening gap between

the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

Presently the Company has the following mandatory Committees:

• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee

The details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in the "Report on Corporate Governance" forming part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT & REMUNERATION AND OTHER DETAILS

The Board on the recommendation of the Nomination & Remuneration Committee has already framed a policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013. The policy is available on the website of the Company www.sbecsystems.in.

BOARD EVALUATION:

As required under Section 134(3)(p) of the Companies Act, 2013 read with Regulation 17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board of Directors had already approved the evaluation criteria for evaluating the performance of the Board of Directors, its Committees, namely, Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee, the Directors individually and the performance of Independent Directors.

The manner in which the evaluation was carried out and the process adopted has been mentioned in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to

information and explanations obtained from the management, confirm that:-

• In the preparation of the annual accounts, the applicable accounting standards have been followed and there along with proper explanation relating to material departures.
• 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 and loss of the company for the financial year ended March 31, 2025;
• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
• The Directors have prepared the Annual Accounts on a going concern basis;
• The Directors have laid down proper internal financial controls to be followed by the Company and such controls are adequate and operating effectively

and

• The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us to retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.sbecsystems.in. More detail on diversity is available in the corporate governance report that forms part of this Annual Report.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

As required under Section 149 (7) of the Companies Act, 2013, all the Independent Directors have given declarations that they meet the criteria of independence

as specified in Section 149 (6) of the Companies Act, 2013 and SEBI (LODR), Regulations, 2015.

STATUTORY AUDITORS

M/s Thakur Vaidyanath Aiyar & Co. having (FRN 000038N), Chartered Accountants, the Statutory Auditors of the Company appointed as the Statutory Auditors for a 1st term of 5 consecutive years from the conclusion of 35th Annual General Meeting (AGM) held on 28th September, 2024 till conclusion of 40th AGM of the Company, on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors from time to time.

Further the Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 read with rules made thereunder.

STATUTORY AUDITORS REPORT

The Auditors Report read along with Notes to Accounts is self-explanatory and therefore does not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

INTERNAL AUDITOR AND THEIR REPORT

M/s. Sarat Jain & Associates, Chartered Accountants, (FRN: 014793C) are the Internal Auditors of the Company and they had conducted the quarterly Internal Audit during the year ended March 31, 2025.

The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action

taken to correct any observed deficiencies on the Working of the various departments.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Soniya Gupta & Associates, Company Secretaries as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Report of the Secretarial Audit is given in Annexure-B to this Report.

The observations in secretarial audit report are self-explanatory and therefore do not call for any further explanation.

In terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulation, 2024, the Board upon the recommendation of Audit Committee has recommended appointment of M/s Soniya Gupta & Associates as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from the financial year 2025-26 till the financial year 2029-30. The appointment will be subject to shareholders approval at the ensuing AGM and therefore is included in the notice convening the ensuing Annual General Meeting.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been made under the Insolvency and Bankruptcy Code against the Company; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

RISK MANAGEMENT POLICY

As required under Section 134(n) of the Companies Act, 2013, the Company has laid down the policy on risk management stating therein the objectives and purpose of the said policy.

The Risk Management Policy of the Company can be viewed on the Companys website www.sbecsystems.in.

INTERNAL FINANACIAL CONTROLS

The Company has adequate Internal Financial Controls with proper checks to ensure that transactions are properly authorised, recorded and reported apart from safeguarding its assets. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis. The internal auditors of the Company reviews the controls across the key processes and submits reports periodically to the Management and significant observations are also presented to the Audit Committee for review. Follow up mechanism is in place to monitor the implementation of the various recommendations.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES.

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company i.e. (a) net worth of the Company to be Rs. 500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs.5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of Section 135 are not applicable to the Company.

DEPOSITS

During the financial year, The Company has not accepted any deposit from public within the meaning of section 73 and 76 of the Companies Act, 2013 and

Rules made thereunder.

CORPORATE GOVERNANCE

A report on Corporate Governance forms part of this Report along with the Auditors Certificate on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Auditors Certificate for the financial year 2024-25 does not contain any qualifications, reservations or adverse remarks.

The declaration by the Chief Executive Officer and Chief Financial Officer addressed to the Members of the Company pursuant to Clause D of Schedule V Read with Regulation 34(3) and Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to the Corporate Governance report.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a vigil mechanism and a whistle blower policy. The same has been posted on the Companys website and the details of the same are given in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS

In compliance with the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions (RPTs) and manner of dealing with RPTs. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy can be accessed on the Companys website www.sbecsystems.in.

All transactions with related parties during FY 2024-25 were reviewed and approved by the Audit Committee and were at Arms Length Price (ALP) and in the Ordinary Course of Business (OCB). Prior omnibus approval was obtained for all RPTs which were of repetitive nature and entered in the OCB and on an ALP basis. The transactions entered into pursuant to the omnibus approval so granted were reviewed by Audit Committee on quarterly basis.

Pursuant to the third proviso of Section 188(1) of the Act, the compliance with the provisions of Section 188(1) is not applicable, where all RPTs are carried out in the OCB and under ALP basis. Accordingly, the disclosure of RPTs as required under Section 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in form AOC-2 is not applicable to the Company for FY 2024- 25. However, the Company had material RPTs during FY 2024-25 under SEBI Listing Regulations. Hence, the same have been disclosed in form AOC-2 enclosed as Annexure C.

Details of RPTs entered into by the Company, in terms of Ind AS-24 are disclosed in notes No.30 to the financial statements forming part of this Integrated Report. There was no other material RPTs entered into by the Company with its Promoters, Directors, KMPs or other designated persons during FY 2024-25, except those reported in the financial statements.

None of your Directors or KMPs had any pecuniary relationships or transactions with the Company during FY 2024-25. Approval of Members is being sought for the material RPTs for FY 2025-26 at the ensuing AGM.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure-D to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2024-25, the Company has not made any investment nor given any loans or guarantees covered under the provisions of section

186 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Boards Report for the year ended March 31, 2025 are given in Annexure –E to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report as Annexure- F to this Report.

COST RECORDS AND AUDIT

During the period under review the provisions relating to maintaining of cost record and conduct of Cost Audit are not applicable to the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with 134(3) of the Act, Annual Return (in e-form MGT-7) for the financial year ended March 31, 2025 will be available on the

Companys website at: www.sbecsystems.in

SECRETARIAL STANDARD

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government as required under Section 118(10) of the Companies Act, 2013.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed with BSE Limited, and Company is transferred from group "P" to group "XT" and shares are to be traded under Trade to Trade basis w.e.f July 06, 2022 as per the Notice of BSE.

The annual fees for the BSE Limited has been paid promptly for the year 2025-26.

SEXUAL HARASSMENT

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and the provision related to constitution of internal complaint committee is not applicable on the Company.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. It has ensured that all eligible female employees are extended the benefits mandated under the Act, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company remains committed to providing a safe, supportive, and inclusive work environment and continue to implement policies that support the health and well-being of women employees, especially during maternity and post-maternity period

GENDER WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company discloses below the gender composition of its workforce on the rolls of the Company as on 31st March, 2025 :

Male Employees: 1

Female Employees: 1 Transgender Employees: Nil

The Company remains committed to fostering an inclusive workplace culture that promotes equal opportunity for all individuals, regardless of gender. It continues to take steps toward enhancing representation and building a diverse and equitable work environment.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year there were no differences in the valuation of the Company, as there was no one time settlement in the FY 2024-25.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals that could impact the going

concern status of the Company and its future operations.

PERSONNEL RELATIONS

Your directors hereby place on record their appreciation for the services rendered by the executives, staff and workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the employees and the management continued to remain cordial.

APPRECIATION

Your directors thank the various Central and State Government Authorities and Agencies for the continued help and cooperation extended by them. The Directors gratefully acknowledge all stakeholders of the Company viz., customers, members, dealers, vendors and banks for their excellent support during the year. The Directors also place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued cooperation to the Company.