SG Mart Ltd Directors Report

The Company had one wholly-owned subsidiary as on March 31, 2024, namely SG Marts FZE (incorporated in Dubai, UAE).

A report on the performance and financial position of the subsidiary in form AOC-1 is annexed hereto as Annexure A and forms part of this report.

The Company has no associate companies or joint venture companies.

Your Company neither accepted nor renewed and/or was not having any outstanding public deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under report.

The equity shares of the Company are listed on BSE Limited vide Scrip Code 512329. The Company confirms that it has paid the annual listing fees for the Financial Year 2023-24 to BSE Limited, Mumbai, within the prescribed timelines.

In terms of provisions of the Companies Act, 2013, M/s. Ashok Kumar Goyal & Co., Chartered Accountants, Gurugram, (Firm Registration No. 002777N), had been appointed as Statutory Auditors of the Company in the 37^th Annual General Meeting held on September 29, 2022 to hold the office from the conclusion of the said Annual General Meeting until the conclusion of the 42^nd Annual General Meeting to be held in year 2027.

The reports the Auditors on the standalone and consolidated financial statements for the FY 2023-24 do not contain any qualification, reservation or adverse remark requiring any explanation on the part of the Board. The observations given therein read with the relevant notes are self-explanatory.

There are no frauds reported by the Auditors under section 143(12) of the Act.

Post closure of the financial year 2023-24, M/s. Ashok Kumar Goyal & Co., Chartered Accountants (Firm Registration number: 002777N) tendered their resignation from the office of Statutory Auditors of the Company effective from April 16, 2024.

On April 16, 2024 the Company appointed M/s Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No: 001076N/ N500013) as Statutory Auditors of the Company on April 16, 2024, to fill the casual vacancy in the office of the Statutory Auditors to hold office till the conclusion of the ensuing annual general meeting. This appointment would be subject to approval of members. The Board has also recommended their further appointment to the members to hold office from the conclusion of the ensuing 39^th annual general meeting till the conclusion of the 44^th Annual General Meeting to be held in the year 2029.

During the financial year 2023-24, the provisions related to maintenance of cost accounts and records under Section 148 (1) of the Companies Act, 2013 were not applicable to the Company.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s Kuldeep Dahiya & Associates, Company Secretaries in practice as Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial year 2023-24. The report given by them for the said financial year in the prescribed format is annexed to this report as Annexure B. The Secretarial Audit Report is self- explanatory and does not contain any qualification, reservation or adverse remark.

Further, the Board in its meeting held on April 16, 2024 has appointed M/s Parikh & Associates, Company Secretaries in practice as Secretarial Auditors of the Company for conducting the secretarial audit for the financial year 2024-25.

Pursuant to the provisions of Section 138 of the Act, the Board of Directors had appointed M/s Protiviti India Member Private Limited, Chartered Accountants as Internal Auditors to carry out the Internal Audit of the Company.

As on March 31,2024 the authorized capital of the Company stood at C 15,00,00,000 divided into 150000000 equity shares of C1 each.

On April 3, 2023 the Board of Directors approved issuance of 30,00,000 equity shares of face value of C10/- each on preferential basis, at an issue price of C450 each, which was approved by the shareholders on May 5, 2023.

Upon receipt of in-principle approval dated June 26, 2023 from BSE Limited the Company on on July 10, 2023 allotted 30,00,000 equity shares on preferential basis, at an issue price of C450/- each. Pursuant to the said allotment, the paid-up share capital of the Company increased to C4,00,00,000/- comprising 40,00,000 equity shares of face value C10/- each.

Further, on September 23, 2023 the Board of Directors approved issuance of 1,577,000 equity shares and 723,000 fully convertible warrants on preferential basis to persons belonging to "NonPromoter" Category, at an issue price of C5,000 each, which was approved by the shareholders on October 24, 2023.

Upon receipt of in-principle approval dated November 20, 2023 from BSE Limited, on November 28, 2023 1,577,000 equity shares and 723,000 fully convertible warrants were allotted on preferential basis to "Non-Promoter" category, at an issue price of C5,000 each. Pursuant to the said allotment of equity shares, the paid-up share capital of the Company increased to C55,770,000 comprising 5,577,000 equity shares of face value C10 each.

During the financial year under review, the face value of Equity Shares of the Company was sub-divided from 1 (One) Equity Share of nominal value of C10/- (Rupees Ten) each fully paid-up into 10 (Ten) Equity Shares of nominal value of C1/- (Rupee One) each fully paid-up pursuant to the approval granted by the shareholders on February 9, 2024. Consequently, the number of shares of the Company increased to 5,57,70,000 equity shares of face value C1/- each.

During the financial year under review, the Company issued Bonus Equity Shares in the ratio of 1:1 i.e., 1 (One) Equity Shares for every 1 (One) Equity Shares having a face value of C1/- (considering the post sub-division of face value of equity shares) pursuant to the approval granted by the shareholders on February 9, 2024. As a result, the paid-up share capital of the Company increased to C 11,15,40,000 comprising 11,15,40,000 equity shares of face value C1/- each.

As on March 31, 2024 there were 7,23,000 outstanding warrants which are convertible into 1,44,60,000 (in the ratio 20:1) equity shares of face value of C1/- each.

The Company has neither issued shares with differential voting rights nor has issued any sweat equity shares.

As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19,

20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year (March 31,2023). Therefore, the Company is not falling under aforesaid applicability criteria, prescribed in the Listing regulations and is not required to prepare and attach the report on Corporate Governance and Certificate from the Companys auditors/practicing company secretary regarding compliance of condition of Corporate Governance with this Annual Report.

As on March 31, 2024, the Board of Directors comprised 4 (Four) directors of which 1 (One) is Executive Directors and 3 (Three) are Nonexecutive Directors. Out of 3 (Three) Non-executive Directors, 2 (Two) are Independent Directors. Details are as given hereunder:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Articles of Association of the Company, Shri Shivkumar Niranjanlal Bansal will retire at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for reappointment.

The Company has a balanced and diverse mix of Executive and Non-Executive Directors and the composition is in conformity with requirements under the Companies Act, 2013 ("the Act") and the Listing Regulations.

During the year under review, the Board met Eight times i.e. on 3rd April 2023, 17th April 2023, 10th July 2023, 23rd September 2023, 3rd October 2023, 12th October 2023, 8th January 2024 and 10th February 2024.

NED= Non-Executive Director, ID= Independent Director and ED= Executive Director

# The Board of Directors, upon recommendations of Nomination and Remuneration Committee, appointed Shri Dukhabandhu Rath (DIN: 08965826) and Ms Neeru Abrol (DIN: 01279485) as Additional Independent Directors on the Board of the Company w.e.f. April 16, 2024, subject to approval of members of the Company at the general meeting/ postal ballot.

The Board of Directors possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales & marketing, operations, research, corporate governance, education, community service or other disciplines.

The Board of Directors has made formal annual evaluation of its own performance, and that of its committees and Individual Directors pursuant to the provisions of the Companies Act, 2013.

Performance of the Board was evaluated after seeking inputs from all the Directors on the basis of the criteria such as adequacy of its composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as composition of committees, terms of reference of committees, effectiveness of the committee meetings, participation of the members of the committee in the meetings, etc.

The Board also carried out evaluation of the performance of Individual Directors on the basis of criteria such as attendance and effective participation and contributions at the meetings of the Board and its committees, exercise of his/her duties with due and reasonable care, skill and diligence, etc. Further the independent directors evaluated the performance of all non-independent directors and executive and non-executive Directors.

In accordance with the provisions of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on January 8, 2024. Shri Prakash Kumar Singh was unanimously elected as Chairman of the meeting and all the Independent Directors were present at the said Meeting.

After such evaluation, the Board expressed its satisfaction over its own performance and that of its committees and the Directors.

The Company has over the years maintained the highest standards of corporate governance processes and has had the foresight to set up corporate governance practices in line with the requirements of Companies Act, 2013 and listing Regulations, as applicable.

The constitution, terms of reference and the functioning of the existing Committees of the Board is explained hereunder. Each Committee demonstrates the highest level of governance standards and has the requisite expertise to handle issues relevant to its field. These Committees spend considerable time and provide focused attention to various issues placed before them and the guidance provided by these Committees lend immense value and support, thus enhancing the quality of the decision-making process of the Board. The Board reviews the functioning of these Committees from time to time.

The recommendations of the Committees are submitted to the Board for approval. During the year, all the recommendations of the Committees were accepted by the Board.

The Company had constituted 3 (Three) main committees i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

Further on April 16, 2024 Company had constituted two more committees i.e. Corporate Social Responsibility Committee and Risk Management Committee.

The Audit Committee has been formed as per Section 177 of the Companies Act, 2013. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Section 177 of the Companies Act, 2013, as applicable, besides other terms as referred to by the Board of Directors.

The Audit Committee, inter-alia, oversees the financial reporting besides reviewing the quarterly, half-yearly, annual financial results of the Company, the Companys financial and risk management policies and the internal control systems, internal audit systems, etc. through discussions with internal/external auditors and management.

a. Reviewing with the Management the financial statements and auditors report before submission to the Board:

c. To review and monitor the auditors independence and performance, and effectiveness of audit process;

d. Evaluation of internal financial controls and risk management systems;

e. Review with the management, the statement of uses / application of funds.

f. Approval or any subsequent modification of transactions with related parties of the Company.

g. changes, if any, in accounting policies and practices and reasons for the same;

h. scrutiny of inter-corporate loans and investments;

i. discussion with internal auditors of any significant findings and follow up there on;

During the year under review, 8 (Eight) meetings of the Audit Committee of the Board were held.

The Committee Meetings were attended by the Chief Financial Officer, the Company Secretary and the representatives of Statutory Auditors.

The Nomination and Remuneration Committee is instrumental in identifying persons qualified to become Directors or be part of senior management in accordance with the criteria laid down by the Board, to carry out evaluation of every Directors performance, to recommend to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees and Board Diversity etc. The powers, role and terms of reference

of the Nomination and Remuneration Committee covers the areas as contemplated under Section 178 of the Companies Act, 2013, besides other terms as referred by the Board of Directors. Pursuant to the terms of reference, the said Committee deals with matter of the appointment / reappointment of Directors and their remuneration etc. and submits its recommendations to the Board for approval.

a. Identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director and recommend to the Board his / her appointment.

b. Formulate the criteria for evaluation of performance of the Independent Directors and the Board of Directors.

c. Recommend to the Board, all remuneration, in whatever form, payable to senior management.

d. Recommend to the Board on the appointment and the terms & conditions of appointment of Managing Director(s) and the Whole-time Director(s);

e. devising a policy on diversity of board of directors;

During the year, 6(Six) meetings of the Nomination and

Remuneration Committee were held.

Shri Sachin Kumar, Company Secretary acts as the Secretary to the Committee.

The Company has in place Nomination & Remuneration Policy. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board ofDirectors ofthe Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under subsection (3) of Section 178 of the Act (including any statutory modification(s) or reenactments) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual Directors including the chairperson and the Independent Directors. The Policy encourages

the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent.

In compliance with the provisions of Section 178 of Act, the Company has a Stakeholders Relationship Committee of the Board.

During the year, one meeting of the Stakeholders Relationship committee was held.

Dates of the meetings and the number of the Members attended are:

Shri Sachin Kumar, Company Secretary acts as the Secretary to the Committee.

Terms of Reference- The Stakeholders Relationship Committee shall, interalia, consider and resolve the grievance of various security holders of the Company including complaints/ requests related to transfer of shares. It shall specifically look into the redressal of stakeholders/ investors complaints in a timely and proper manner.

The role of the Stakeholder Relationship Committee is:

a. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, nonreceipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

b. Review of measures taken for effective exercise of voting rights by shareholders.

c. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the company.

Nil complaint was received from the shareholders during the year under review. As on March 31, 2024, no investor grievance was pending to be resolved.

The Company has not implemented any Corporate Social Responsibility initiative as the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company and consequently, the reporting requirements thereunder do not at present apply to your Company.

However, on April 16, 2024 the Board of Directors of the Company has constituted Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 and Corporate Social Responsibility (CSR) Rules, 2014. (as amended from time to time).

a. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be

undertaken by the company as specified in Schedule VII of the Companies Act 2013;

b. To recommend the amount of expenditure to be incurred on the activities referred to in clause (a) in a financial year;

c. To monitor this Policy from time to time.

d. Any other matter/thing as may be considered expedient by the members in furtherance of and to comply with the CSR Policy of the Company.

The Company has approved Risk Management Policy and constituted a Risk Management Committee on April 16, 2024 as required under SEBI Listing Regulations. The Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management.

a. To formulate a detailed risk management policy

b. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

c. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

d. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

This Policy is available on the website of the Company and the weblink for the same is https://sgmart.co.in/investor-relations/ .

During the financial year 2023-24, attendance of Directors/ Members of the Committees in Board/Committee meetings includes participation through Video Conferencing or Other Audio Visual Means. The Company Secretary acts as the Secretary of all the Committees of the Board

Non- Executive Directors:

The Non-Executive Directors are paid remuneration by way of Sitting Fees for each Meeting of the Board or Committee of Directors attended by them. However, the sitting fees are subject to ceiling/limits as provided under the Act and rules made thereunder or any other enactment for the time being in force. The total amount of sitting fees paid to Non-Executive Directors during the Financial Year 2023-24 was C0.04 Crore. The details of the remuneration of Directors during the financial year 2023-24 are given below:

Apart from the sitting fees and reimbursement of expenses, there were no other pecuniary relationship or transactions of the non-executive directors vis-a-vis the Company.

The terms of remuneration of Joint Managing Director/Executive Director/Whole-time Director is approved by the Shareholders of the Company. The details of remuneration paid to the WTD/ED/Joint Managing Director in the financial year 2023-24 are as under:

(Rs In crore)

Service contracts, notice period, severance fee

The Executive Director(s) are generally appointed for a period of five/three years. There is no severance fee or notice period for the Executive Director(s).

The contracts with the Executive Directors may be terminated by either party giving the other party requisite notice or the Company paying requisite salary in lieu thereof as mutually agreed.

Disclosure of ratio of the remuneration of the Executive Directors to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as Annexure C. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary. The said information is available for inspection at the corporate office of the Company during working days of the Company up to the date of the ensuing annual general meeting.

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business, on arms length pricing basis and not material in nature.

Besides this, the Company had no material significant transaction with the related parties viz. promoters, directors of the Company, their relatives, subsidiary of the Company, person or entity belonging to the promoter/promoter group etc. that may have a potential conflict with the interest of the Company at large

The Company has also formulated a policy on dealing with Materiality of Related Party Transactions. This Policy is available on the website of the Company and the weblink for the same is https:// sgmart.co.in/investor-relations/ .

Suitable disclosure as required by the Indian Accounting Standard (IND-AS) 24 has been made in the Note no. 34 to the Financial Statements.

Management discussion and analysis report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in a separate section forming part of the Annual Report.

Business Responsibility and sustainability Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in a separate section forming part of the Annual Report.

In addition to the compliance with mandatory requirements, the Company has also adopted and complied with the following non-mandatory requirements in terms of the SEBI Listing Regulations:

(a) The Companys financial statements are with unmodified audit opinion. A declaration to this effect, duly signed by the Chief Financial Officer has also been furnished. There are no audit qualifications for the financial year 2023-24

(b) The internal auditors submit their report directly to the Audit Committee of the Board.

The Company has complied with all the requirements of the Listing Agreement with the Stock Exchanges as well as regulations and guidelines of SEBI. No penalties or strictures were imposed by SEBI, Stock Exchanges or any statutory authority on matters relating to Capital Markets during the last three years.

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act and an Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During the period under review, Company did not receive any complaint relating to sexual harassment.

In compliance with provisions of Section 177 (9) of the Companies Act, 2013 the Company has framed a Vigil Mechanism / Whistle Blower Policy and the same has also been placed on the website of the Company. None of the employees of the Company has been denied access to the Chairman of the Audit Committee.

This Policy is available on the website of the Company and the weblink for the same is https://sgmart.co.in/investor-relations/

The financial statements, in particular, the investments made by the unlisted subsidiary company are reviewed by the Audit Committee of the Company.

There were no shares in the demat suspense account or unclaimed suspense account during the financial year 2023-24.

The Company has not provided any loans and advances in the nature of loans to firms/ companies in which the directors are interested during the financial year 2023-24, except as disclosed in the financial statement.

The quarterly results, shareholding pattern, quarterly compliances and all other corporate communication to BSE

Limited (BSE) are filed electronically. The Company has complied with filing submissions through BSE Listing Centre.

A separate dedicated section under "Investors Relations", on the Companys website gives information on unclaimed dividends, shareholding pattern, quarterly/half yearly results and other relevant information of interest to the investors / public.

Four presentations were made to analysts/investors during the financial year 2023-24. The same are available on the Companys website i.e. https://sgmart.co.in/investor-relations/disclosures- regulation-30/ . The presentations broadly covered operational and financial performance of the Company and industry outlook.

The Company has a Board-level Stakeholders Relationship Committee to redress investors complaints and the status on complaints and share transfers is regularly reported to the Board.

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 08, 2018 and further amendment vide Notification No. SEBI/LAD- NRO/GN/2018/49 dated November 30, 2018 requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 01, 2019 unless the securities are held in dematerialized form with the depositories. Further, SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/8 dated January 25, 2022, mandated all listed companies to issue securities in dematerialized form only, while processing the service request of issue of duplicate securities certificate, claim from Unclaimed Suspense Account, renewal/ exchange of securities certificate, endorsement, sub-division/splitting of securities certificate, consolidation of securities certificates/ folios, transmission and transposition.

In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form.

Demat/Remat and related operations for SG Mart Limited are also handled by M/s MCS Share Transfer Agent Limited.

Pursuant to provisions of Section 125 of the Companies Act, 2013 the dividends which have remained unpaid / unclaimed for a period of seven years from the date of transfer the unpaid dividend amount is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Name, designation and address of Compliance Officer and Nodal officer:

Company Secretary SG Mart Limited

The Companys shares are compulsorily traded in dematerialized form and are available for trading on both the Depositories in India - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on March 31, 2024 99.97% of the Companys total Equity Shares representing 11,15,10,000 shares were held in dematerialized form and 30,000 shares representing 0.03% of paid-up share capital were held in physical form.

There were no outstanding GDRs/ ADRs, as on March 31,2024.

723000 warrants convertible into 1,44,60,000 equity shares of face value C1/- each were outstanding for conversion as on March 31,2024.

The Companys current financial year comprises of 12 months period from April 1 to March 31.

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has adopted (i) the code of practices and procedures for fair disclosure of unpublished price sensitive information and (ii) the code of conduct to regulate, monitor and report trading by insiders, in terms of the said Regulations.

No such agreements as specified under clause 5A to para A of part A of schedule II, are required to be disclosed in accordance with Regulation 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in the FY 2023-2024.

The status of compliance with non-mandatory recommendations of the Listing Regulations is as follows:

1. Shareholders Rights: As the quarterly and half yearly financial results are published in the newspapers and are also posted on the Companys website, the same are not being sent separately to the shareholders.

2. Audit Qualifications: The Companys financial statements for the year 2023-24 do not contain any audit qualification.

3. Reporting of Internal Auditor: The Internal Auditors of the Company directly report to Chairperson of the Audit Committee.

Pursuant to provisions of Section 134 sub-section 3(c) and subsection 5 of the Companies Act, 2013, your Directors to the best of their knowledge hereby state and confirm that:

a. In the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanations relating to material departures.

b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as at March 31, 2024 and of the Companys profit for the year ended on that date.

c. Proper and sufficient care has been taken 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.

d. The annual financial statements have been prepared on a going concern basis.

e. The internal financial controls are laid down to be followed that and such internal financial controls are adequate and are operating effectively.

f. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

During FY2023-24, Company launched "Kintech Renewables Limited Employee Stock Option Scheme, 2023" (ESOP-2023) with the approval of the members. Listing approval for the issue of shares under the scheme was also obtained from BSE Limited.

The scheme is in compliance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021.

The Certificate from the Secretarial Auditors of the Company certifying that the ESOP-2023 is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members, would be placed at the Annual General Meeting for inspection by Members.

During the Financial Year 2023-24 the Company did not grant any Stock Options under the Scheme. However subsequent to the close of the financial year, 300500 options were granted on April 16, 2024 by the Nomination and Remuneration Committee.

A statement giving complete details under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31,2024 is available on the website of the Company at www.sgmart.co.in . There is no material change in the said scheme during the year.

In terms of Section 186 of the Companies Act, 2013 and rules framed thereunder, details of Loans, Guarantees given and Investments made have been disclosed in the Notes to the financial statements for the year ended March 31,2024.

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as Annexure D, forming part of this Report.

During the period under review, the Company has duly complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email address is available with Company. Your Company would encourage other Members also to register themselves for receiving Annual Report in the electronic Report form.

1. Change in the nature of business of the Company-The

Company has altered its Object Clause of the Memorandum of Association and add clause 3 and 4 related to the business of trading of Building Material Products etc. and now the Company is fully engaged in the said activity.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise-During the Financial Year under review, the Company has not issued shares with differential voting rights as to dividend, voting or otherwise.

3. Any remuneration or commission received by Joint Managing Director of the Company, from any of its

subsidiary-There is no disclosure required as to receipt of remuneration or commission by the Managing Director(s) / Whole Time Director(s) from a subsidiary of the Company.

4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme-None

5. Significant or material orders passed by the regulators or courts or tribunal which impacts the going concern status and companys operations in future-There have been no any other significant and material orders passed by Regulators or Courts or Tribunals impacting the going concern status and the future operations of the Company.

6. Material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report-

None

7. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year-There were no application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code, 2016, nor the Company has done any one time settlement with any Bank or Financial institutions.

8. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof-Not Applicable

9. Change in Registered office of the Company: The registered office of the Company was changed from the state of Gujarat to NCT of Delhi, upon receipt of the approval from the office of Regional Director (North-Western Region), Ministry of Corporate Affairs, Ahmedabad vide its letter RD/(NWR)Section13/91/2023/ SRN AA4503043/3663 dated December 20, 2023.

10. Change in Name of the Company-The Board of Directors in its meeting held on July 10, 2023, proposed change in name of the Company to ”SG Mart Limited", which was subject to the approval of the Registrar of Companies, BSE Limited and the shareholders of the Company.

Company received the approval letter from ROC for change in name of the Company from Kintech Renewables Limited to SG Mart Limited on October 6, 2023 and the name was subsequently also approved by BSE Limited.

11. Change in management and control of Company- The Board of Directors in their meeting held on April 3, 2023 had approved preferential issue of 22,50,000 equity shares to Mr. Dhruv Gupta.

Mrs. Meenakshi Gupta had entered into a Share Purchase Agreement (SPA) dated April 03, 2023 with the existing member of promoter and promoter group of the Company, to acquire 7,50,000 Fully Paid-up Equity Shares.

The preferential issue and SPA triggered the requirement to make an open offer under Regulation 3(1) and Regulation 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Upon completion of open offer on September 26, 2023, the SPA got executed and thereafter Mrs. Meenakshi Gupta and Mr. Dhruv Gupta was reclassified as the Promoters of the Company.

Yours Directors take this opportunity to express their appreciation for the co-operation received from the customers, vendors, bankers, stock exchanges, depositories, auditors, legal advisors, consultants, stakeholders, business associates, Government of India, State Governments, Regulators and local bodies during the period under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by the employees of the Company.

For and on behalf of Board of Directors

Sd/-