Sedemac Mechatronics Ltd Directors Report

To the Members,

SEDEMAC Mochatronics Limited

(Formerly SEDEMAC Mechatrmics Private Limited)

Mumbai

Your Directors have Measure m submitting their 171 Annual Report of The Company together with Audited Statements of Accounts for the year ended 31st March 2024.

FINANCIAL RESULTS t STATE OF COMPANYS AFFAIRS:

The summarized standalone vaults of your Company are given in the labJe he low

* Prewous years Figures bave been regrouped / rearranged wfrerei/er necessary

DIVIDEND:

Considering the necessity of conserving resources for the Future growth and expansion of the Company, the Board of Directors do not recommend payment of dividend an toe Preference and Eouity Shares ofthfe Company Tor the financial year ended 31si March 2024

CONVER31QNOF COMPANY PlfflUC^COMPAHY

The Board of Directors are pleased to informed that the Company is n the process of Conversion of Company from Private to Public The members of the Company approved the conversion at Company from Private to Public at their Extra-Ordinary Gene rat Meeting held on Q7!"‘ Jure. 2024. The Company has Med application with Ministry.of Gofporateftfffoire (MCA} for corveraon. The Company has got approval from ROC for the conversion on dated n?r-1 Sep 2024

TRANSFER OF UNCLAIMED AMOUNT TO INVESTOR EDUCATION AMD PROTECTION FUND:

/pur Company did hot nave any funds as comemplated under Section 125 of the Act tying unpaid or unclaimed for n period of seven yeas, Therefore. There were no tunes which were equ red 1o be transferred to Investor Education and Protection - und (i?PF).

MATERIAL CHANGES AND COMMITMENT IF ANV AFFECTING THE FIKANCIAL POSITION QF THE COW FA NY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE ANp THE DATE OF THE REPORT;

Mu material changes aud commitments affecting ihe financial position of the Company occurred between ihe end of the financial year to whicR these financial statements re ate and -fie cure ot this lepor?.

PARTICULARS OF LQANSt GUARANTEES OR INVESTMENTS MADE UNDER SECTION IBB QF THE COMPANIES ACTr 2Q13;

There wore no loans, guarantees or investments made by the Company under sectior 1S6o-f ttie Companies Act, 20 "i 3 diihng the year under review and hence The disclosures under section 134[3)[g} of the Companies Act, 2013 are not applicable

PARTICULARS QF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

A It re lated pa rty t rams a oti ons that were e nteied into during 1he f- nan cia year were on ar rr s le n q th basis and were in the ordinary course of the Sub mess. There are no materially Significant related paity transactions made by the company with Promoters or other designated persons, which may have potential conflict with rite res: ot Hie conp any at large required to be reported hereih.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES;

l>e Company does net haueany Subsiciay, Jo-inl venture or Associate Company and hence no further disclosure required in this regard,

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Nature of Business during Lhe yogr under review DEPOSITS^

Your Company has neither accepted / renewed any deposits during the year nor has any outs-anding Deposits in terms cf Section 73 to 76 of the Company Act. 2013

SHARE CAPITAL:

As on 31 st March, 2024, the issued. subscribed and paid up share capital of your Company stood at Rs. 9,77,020/- (Rupees Nine Lacs Seventy-Seven Thousand Twenty Only), comprising 11.212 [Eleveh Thousand Two Hundred Twelve) Equty Shares of Rs 10/- (Rupees Ten only) each 8.2DO (Eight Thousand Two Hundred Ninety) Preference Shares of Rs 10A (Rupees Ten only) each, 7,320 (Seven Thousand Eight Hundred Twenty) Preference Shane of Rs. 100/- (Rupees Qw Hundred only) each.

The company has not issued shares with differential voting rights, sweat equity Bonus Shares. Further, the Company has not bo-u-ghi back any of its securities during the year under review

The Company has issued 135 Equity Shares under ESOP to eligible employees during the financiaE year under review

The details as required under Rule 12{Q) of ihe Companies (Share Capital and Deceniurea) Rutes, 2014 in re sped of Employee Stock Option Scheme is given as per Annexure I a bached herewith.

INTERNAL FINANCtAL CONTROLS:

The infernal financial controls W#l reference to the Financial Statements are commensurate With the si^e sod nature of business of the Company

DjKigrgBa Ar;a key mj.nasepia l person me-, ant ¦::-. AhaeaAyQ n o [ j

The constitution of the Board remained nnaffected curing 1he year under review

After the closure of financial year under review Mr Eandeep Singhal and Mr. Paul Racine resigned as a Directors w.ef, 30.aS.2C24. Mr At hay Pardey and Mr, Bhavya Kapoor were appointed as Additional Directors w.cf 30.05.2024 The members reappornted Mr Abhay

Pantfey and Mr, Bhavya Kapoor as Directors ai Extra-Ordinary General Meeting held cn

31 05 ?mt

The Board of Directors have decided to comply with the provisions related to retirement by rotation of Director Accordingly Mr Shashikanth Suryanarayanan, Director off the Company being orgest ir office, is liable to retsre by rotation and being eligible offers himself for reappointment The Board recommends ns reappointment as a Director of I he Company

Fhs provisions of Section 203 of the Companies Act, 2013 relating to Key Managerial Personnel :KMP) art? not applicable to the Company

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the financial year under review, the Company had IS (Nineteen) Board Meeting & on

13.04.2023, 24.04.2023, 04.05.2023, 25.05.2023, 06.0S.2023, 21.06.2023, 12.07.2023,

23.03.2023, 04.00.2023, DS.D9.2Q23, 22 09.2023, 12.10.2023, 13.10.2023, 31.10.2023,

24 11 2623 27 12.2023, 29.01.2024. 23.02.2024 and 22.03 2024 The details of attendance of each Director at the Board Meetings are as follows1.

DIRECTORS RESPONSIBILITY STATEMENT;

"n accordance w4h the provisions of Section 134(5) of Ihe Companies Act, 201 3 the Board hereby submit its responsibility Statement:

(a) in the preparation of the annual accounts, tho aaphcabio ascount.ng standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied ihem cons-stientiy and made ludgmcnls and estimates that are reasorable and prudent so as to give a true and fairvtew of the stole -of affairs of the company at the end of the fnartc-al year and of the profit and css of toe company for that period;

(c} the directors had taken proper and suttioient care for the maintenance of adequate accounting records in accordance with the prov.sioris ol this Ad for safeguarding the assers of the ccmpany and for preventing a-id detecting fraud and other irregularities

(d) the directors had prepared the annual accounts on 3 going concern basis: and

{a) the directors had devised proper systems Id ensure compliance with the provisions of all applicable laws and that such systems were adequate end operating effectively

T h e fol low mg previa ions a re not app I .ca b le to ihe C on pan y d lit it: g: he fina ri tial yea r u nd n i review

A. Appointment of Independent Director (Section 140).

B F ormation of And it Committee {Sec 177},

C. Formation of Nomination and Remuneration Committee (Section 173),

D. Undertakng formal Annual Evaluator of the Board and that of its committees and me Individual Director

E Undertaking Secretarial Audit (Seciion 2D4)

VIGIL MECHANISM:

The Corfpany h?? established Vigil Mechanism and has Vigil Mechanism in line with the requirements of Section 177 of the Companies Ad, 2013 read wilh Rule 7 of the Companies [Meetings of (he Board and its Powers; Rules. 2013

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION QE RISK MANAGEMENT POLICY QF THE COMPANY;

The Company has in place a me onanism (n identify, assess, evaluate mo r iter and mitigars vahous risks to Key business objectives,

CORPORATE SOCIAL RESPONSIBILITY (C5R):

The pro visions orCSR were applicable to the Company for FY 2023-24. The brief outline of CSR Policy of the Company and other details about the C5R as per the Rule 3 af the Companies (Corporals Social Responsibility Policy) Rules. 2014 have been appended as Annexe re II attached to this report. The Company has not constituted CSR Committee as the C5R liability of the Company is fess than Rs. SO Lakhs as statec imoer Sedion 135 (9) ot the Companies Act, 2013.

STATUTORY AUDFORS.

M/S B S R & Co LLP Chartered Accountants, {having Firm Registration No: 1ti124B\/V / W- 1Q3C22) were appointed as Statutory Auditors for a period of 5 years in the Annual General Meelirtg held on 23.12 2020 snd shall continue as the Statutory Auditors upto FY2024 25.

Further as oer ihe notifted section of the Companies (Arnendmenl) Act 2017, the requirement related to annual ratficatton of appointment of Auditors by members is dispensed wiSh

AttOdihbly the Statutory Auditors shall conlmue thEir form jp to the conclusion o: the AGM of tee Company to be held in Ihe year 2025 without seeking anrual ratification fronrc members.

EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS WADE BY THE AUDITORS:

As regards to comments statutory auditors on accounting software wthout feature or recording audil tFail {edit log) faciSly1 Company has made few changes in the accounting software ERP system and is in the process of establishing necessary controls and documentations, regarding audit trail and edit logs

"rne other comments by the auditors in their repod read along with information and cxp:anation given in notes tu accounts are self-explanatory and do riot call fur further expa nation

EgS r BECORDSAND COSI AUDITORS

The Company has maintained Cost Records as requited under section 148 of the Companies Act, 2013.

The Company has appointed Mfe, A J Paranjape & Co , Cost Accountants as Cost Auditors of the Company pursuant to The provisions of section 148 of ihe Companies Act, 2U13 read wilh Rules made there under for the financial year 2023-24 a; board meeting held on 2IK July. 2023.

SECRETARIAL STANDARD:

The Company has endeavored to comply witn the app icable Secretarial Standards to the extent ^ppiicabte.

DETAjLS OF FRAUD:

There were no Frauds. Which are reported to have been committed by employees or officers of the Company

DETAILS OF SIGNfFCANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIDUNALS if^PACTtNG THE GOING CONCERN STATUS AND COIVlr3ANY5 OPERATIONS IN FUTURE:

There are no material orders passed! hy ihs judicial or quasi-Judicial Authority which affects the Going Concern Status of the Company during the year under review.

ANNUAL RETURN;

The Annual Return of the Company is available on the website oF the Company and can be accessed at www.&edemac con

A) CONSERVATION OF ENERGY

{&] TECHNOLOGY ABSORPTION:

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earning: Re. 299.10 Millions Foreign Exc-nange Outgo: Rs. 25.36 Millions GIF Value of Imports: Rs. 3301.63 Millions

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE 1 PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013;

""here was no instance 1 complaint teported under the Sexual Harassment ot Women at Workplace {Prevention Prohibition and Redress a 1} Act, 2013

¦he Company has constituted the Internal Complaints Committee under the Sexual Ham&smenl of Women at Workplace. (Prevention, P-ohibitionand Redessal) Act. 2013 end made its endeavor to comply with the provisos fifths said sw to (he extent applicable.

APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

lhe^ were no application^ made age mat the Cc-ripeny unde; ^e insolvency and Bankruptcy Code „ 2016 du rl ng the year u i idei revi ew. There are no proceedmgs pend ing under The Insolvency and Bankruptcy Code, 2016 by I against the Company as on March 31 2024.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION:

During the year under review, there were no settlements made by the Company for any loan / borrowing taken from the Barks or Financial Institutions and hence no comment with regard to the details of difference between amount of (tie valuation done at Iho lime of one-time seittcmcnt and the valuation done while taking loan from the Banks or rinanciai Institutions along with the reasons thereof.

ACKNOWLEDGEMENTS:

You; Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for (heir continued support extended to your Companys activities during the year under rev ew Your Directors deeply appreciate the commuted efforts put in by employees at alt lavets whose continued commitment and dedication -attributed greatly for achieving the goals set by your Company Your Directors also acknowledges gratefully the thareboiderS f?>r their support and confidence reposed on your Company.