Sugal & Damani Share Brokers Ltd Directors Report

Your directors would like to present the Thirty Second Annual Report together with the Audited Standalone Accounts for the year ended March 31, 2025. The financial highlights of your Company for the year 2024-25 are as follows:

	2024 25	2023 24
Particulars	(Rs. in Lakhs)	(Rs. in Lakhs)
Gross Income	2613.75	638.71
Profit before Interest, Depreciation and Tax	652.58	360.71
Less: Interest	13.34	58.34
Less: Depreciation	5.68	2.84
Net Profit before Tax	633.56	299.53
Less: Tax and other prior period adjustment	158.64	68.42
Net Profit for the period after tax and prior period adjustment	474.92	231.11
Other Comprehensive Income	(12.43)	(10.91)
Total Comprehensive Income	462.49	220.20
Less: Proposed Dividend & Tax	-	-
Less: Transitional Depreciation	-	-
Add: Profit brought forward from the previous year	1963.66	1501.17
Add: Transition Impact as per Ind AS	-	-
Profit carried forward	1963.66	1501.17
Earnings per Share
Basic:	7.60	3.70
Diluted:	7.60	3.70

DIVIDEND

The Companys operations resulted in increased Profit for the year 2024-25 due to new business of land plotting. The new business venture of Land plotting requires capital and hence your directors have not recommended any dividend on the Equity Capital of the Company for the year ended March 31, 2025.

BRIEF DESCRIPTION OF THE COMPANYS AFFAIRS

The Company has been conducting the operational activities during the year as mentioned below: Buying, Selling and dealing in shares and other Securities in Secondary Markets. Development and Selling of Plotted Lands.

RESERVES

The Company has not transferred any amount to the Reserves.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The company has entered into two new Limited Liability Partnership for the development of land and construction of housing dwellings.

DIRECTORATE

Mr. Prasan Chand Jain (DIN 00050081), Director, retires by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Vinodh Jain (DIN 00050095), Director, retires by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and relevant regulations of SEBI (LODR) Regulations, 2015.

MEETINGS OF THE BOARD OF DIRECTORS

The Company had 4 Board meetings during the financial year under review. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. For further details please refer report on Corporate Governance of this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an Annual Performance Evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee and other committees.

In compliance with the provisions of the Companies Act,2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Independent Directors held a meeting on August 11, 2023, and:

Reviewed the performance of non-independent directors and the Board as a whole.

Assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board, which is necessary for the Board to effectively and reasonably perform their duties

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to Clause 25(7) of SEBI (LODR) Regulations, 2015, the Company shall familiarize the Independent Directors with the Company and their roles, rights, responsibilities in the Company, nature of industry in which the company operates, business model of the Company etc.

However, the Independent Directors have been a part of the Board for a few years now, and so no separate sessions for familiarization have been conducted during the year. Further the Policy on the Companys Familarisation Programme for Independent Directors can be accessed at http://www.sugalshare.com/InvestorRelations/CompanyPolicies/FamilarisationProgrammeforIndependent Directors.

REMUNERATION POLICY

Your Board has a remuneration policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration policy forms a part of the Corporate Governance Report annexed to this report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Further, the statement of unclaimed and unpaid dividend are provided on our website, at www.sugalshare.com/Investorrelations/Reporting/Statement of Unclaimed Dividend.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

Company has formed a wholly owned subsidiary named Sugal Earthen Spaces Developers LLP 99% holdings.

Company has formed an Associate company named Sugal Earthen Spaces LLP 32.5% holding.

AUDITOR

Mrs. Diyali B proprietor M/s. Diyali B and Associates, Chartered Accountant, Chennai, is the retiring auditor and he is eligible for reappointment as auditor of the company.

The Company has received letter from Mrs. Diyali B and Associates to the effect that his reappointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013, and that he is not disqualified for re-appointment.

SECRETARIAL AUDITOR

Mr. N K Bhansali proprietor M/s. N K Bhansali and Co, Company Secretary, Chennai, is the retiring auditor and he is eligible for reappointment as auditor of the company.

Company, Pursuant to the provisions of Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with the applicable rules thereunder, and based on the recommendation of the Audit Committee and approval of the Board of Directors, subject to the approval of members of the Company proposes to appoint M/s. N K Bhansali & Co, Company Secretaries (Peer Review No. 1825/2022) as the Secretarial Auditors of the Company, for a term of 5 (five) consecutive years commencing from the Financial Year 2025 26 to the Financial Year 2029-30 to conduct the secretarial audit of the Company for the said period, on such remuneration as may be determined by the Board of Directors in consultation with the said auditors.

COMMENTS ON SECRETARIAL AUDIT REPORT

The Board of Directors of the Company appointed, M/s. N K Bhansali & Co, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2024-25 in terms of Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed as Annexure A of this report.

The Secretarial Auditor has observed that the shares as per section 124 (6) had not been transferred by the company to IEPF as the company was not able to upload IEPF 4 ie Statement of Shares Transferred to the IEPF due to some technical issues with IEPF PORTAL for which necessary communications were made but resolution for the same is not arrived at. The matter is being consistently followed up by the company with the IEPF authorities. Further the company has transferred the Shares to IEPF on 17^th May 2022 only form IEPF 4 has not been filed.

INTERNAL AUDIT & CONTROLS

The Company has appointed Mr. O Tej Prakash, of M/s. Tej Prakash & Co, Chartered Accountant as its Internal Auditor. His scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

WHISTLE BOWLER POLICY AND VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.sugalshare.com under Investor Relations > Company Policies > Whistle Blower and Vigil Mechanism.

RISK MANAGEMENT POLICY

The company is primarily exposed to credit risk, interest rate risk, liquidity risk and operational risks. The Board oversees and approves the Companys enterprise wide risk management framework. It reviews credit and operational risks and policies in relation to investment strategy and other risks like interest rate risk and liquidity risk. The Companys management monitors and reports principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The companys management systems, organisational structures, processes, standards and code of conduct together form the risk management governance system of the company.

Your company has a robust Risk Management Methodology which has been implemented effectively outlining the exposure given to the Clients of the Company and ensuring the integrity of the companys accounting and financial reporting systems, including the independent audit and compliance with the law and relevant standards.

DEPOSITS

Your Company did not invite or accept any Deposit from public during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees or investments under section 186 of the Companies Act, 2013 are annexed to this report in Annexure B.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Related Party Transaction entered into during the year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the

Companys Promoters, Directors, Management or their relatives which could have had a potential conflict with the interests of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The International Monetary Fund (IMF) has projected Indias GDP Growth at 6.2% for 2025. This forecast reflects Indias Strong economic fundamentals and resilience aimd global economic challenges. On the infrastructure front India has significantly ramped up its spending with increased Union budget allocation. For the fiscal year 2025-26, the Indian government has set a capital expenditure (capex) target of Rs.11.21 lakh crore, making a 10.08% increase from the previous years revised estimate.

The Indian commercial housing industry is expected to maintain its growth trajectory in FY 2026, supported by continued positive momentum in the Indian economy despite global headwinds. However, commodity inflation may add cost pressures due to safeguarding duties and rising global demand.

The Indian housing market is expected to sustain in the year with overall demand growth being shaped by macroeconomic factors such as consumption growth, Inflation, infrastructure spending and global geopolitics.

(a) Industry Structure and Developments

During the year property market started rising after 10 years of stagnancy and the effect of Covid. The market trends will further be determined by various domestic and international factors like global market movements, limited action by India on Pakistan after Pahalgam terror attack, policy changes by new government of US, outcome of war between Russia and Ukraine, Israel and Gaza, visible improvement in corporate earnings of domestic firms.

(b) Opportunities and threats

You company has entered into new business venture relating to plotting and land development.

Market may be volatile due Indias action on Pakistan.

(c) Segment-Wise or Product-Wise Performance

During the financial year ended March 31, 2025 the Company operated in two segments of business viz, Share Broking and Land Plotting.

(d) Outlook

The secondary markets are expected to remain volatile.

(e) Internal Control Systems and their adequacy

In the opinion of your Directors, Internal Control Systems in the Company are adequate.

(f) Financial Performance

The financial performance during the year under review is given above.

(g) Human Resources/Industrial Relations

The number of people employed has become 25 and the employer-employee relations have been cordial throughout the year.

(h) Risks and concerns

The land development business has its own risk and challenges.

POLICY ON RISK MANAGEMENT

In accordance with the requirement of Corporate Governance the Board of Directors of the Company has adopted a policy on risk management for assessment and minimization procedure of risk for periodical review by the Board.

POLICY ON DETERMINATION OF MATERIALITY FOR DISCLOSURES

In terms of the Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Regulations"), Sugal and Damani Share Brokers Limited (hereinafter referred to as "the Company") has framed a

Policy for determination of materiality of events/ information. Further, the detailed policy are provided on our website, at www.sugalshare.com/company policies/policy on determination of materiality for disclosures.

POLICY ON PRESERVATION OF DOCUMENTS

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

("Regulations") the company has formulated the policy on preservation of documents with the objective of classifying various documents, records and registers for the purpose of maintenance and preservation. Further, the detailed policy are provided on our website, at www.sugalshare.com/company policies/policy on preservation of documents.

POLICY ON RELATED PARTY TRANSACTIONS

The policy regulates all transactions between the Company and its related parties in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the detailed policy are provided on our website, at www.sugalshare.com/company policies/policy on related party transactions.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for Prevention of Sexual Harassment of Women at Workplace and has set up Committee for implementation of said policy. During the year Company has not received any compliant of harassment.

PARTICULARS OF EMPLOYEES

There was no employee whose particulars as per the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are to be reported.

Disclosures pertaining to remuneration and other detail as required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report in Annexure D.

INFORMATION REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013

The consumption of electricity during the year was minimal. Management is taking conscious efforts to conserve energy. Your Company has no activity with regard to technology absorption. Your Company does not have any foreign exchange earnings or outgo during the year.

CORPORATE GOVERNANCE

The Corporate Governance regulations as per the Listing Agreement have been fully complied with. The Report of your Directors on the practices of Corporate Governance forms part of this report in Annexure E. A Certificate from the Auditor of the Company regarding compliance with the Code of Corporate Governance, certification by CEO / CFO and Declaration of Compliance with Code of Conduct form a part of the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(5) of the Companies Act, 2013, your Directors confirm:

(a) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2025, and of the profit/loss of the Company for that year;

(c) that 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;

(d) that 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 are operating effectively;

and

(f) 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.

ADOPTION OF THE INDIAN ACCOUNTING STANDARDS (Ind AS)

The Company had adopted the Indian Accounting Standards (Ind AS). Accordingly the financial statements for current year including comparative figures of previous year are based on Ind AS and in accordance with the recognition and measurement principles stated therein.

LISTING WITH STOCK EXCHANGES

Shares of the Company are listed on Bombay Stock Exchange Limited (Scrip Code 511654). Listing fee to the Stock Exchange has been paid up to date.

ACKNOWLEDGMENT

Your directors would like to sincerely thank the Companys banker HDFC Bank Ltd, Bank of Baroda and the shareholders of the Company. We also thank the business associates, clients and employees of the Company for their co-operation and support.

	By order of the Board
	For SUGAL & DAMANI SHARE BROKERS LTD,
	Sd/-	Sd/-
	Mahesh Chandak	S. Vinodh Kumar
	Executive Director	Director
	DIN 00050149	DIN -00050095
Place: Chennai
Date: May 29, 2025