Sumax Engineering Ltd Directors Report

To,

The Members of

SUMAX ENGINEERING LIMITED

Hyderabad

Your directors have pleasure in presenting the 31^st Directors report on the business and operations of the Company together with Audited accounts for the Financial Year ended 31^st March 2025.

1. KEY FINANCIAL HIGHLIGHTS / OUTLOOK/ COMPANYS STATE OF AFFAIRS:

The financial performance of your Company for the year ended 31^st March 2025 is summarized below:

(Amount Rs. in Lakhs)

Particulars	As on 31st March, 2025	As on 31st March, 2024
Revenue from Operations	14,612.14	13,078.12
Other Income	123.67	90.09
Total Expenses	13,374.38	12,138.40
Add/(Less): Exceptional Items	(1.11)	-
Profit/Loss before tax expense	1,360.32	1,029.81
(Less): Tax Expense (Current & deferred)	350.31	274.93
Profit/(Loss) for the year (1)	1,010.01	754.88
Other Comprehensive lncome/(Loss) (2)	-	-
Total (1+2)	1,010.01	754.88
Earnings per Share	47.99	35.87

2. MATERIAL CHANGES AND COMMITMENTS IF ANY:

During the year under review the Company had been converted from Private to Public pursuant to the approval of members of the Company at the Extra-Ordinary General Meeting held on July 20, 2024. The Company had received the new Certificate of Incorporation from Registrar of Companies on September 18, 2024.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business in the Financial Year 2024-25.

4. DIVIDEND:

Keeping in view the growth prospects of the company, the directors have decided not to recommend dividend for the financial year.

5. UNPAID/UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the Company.

6. RESERVES:

No amount was transferred/carried to reserves during the year.

7. EVENTS OCCURRED SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of the Company between 31^st March 2025 and the date of the Boards Report, (i.e., 01.09.2025).

8. SHARE CAPITAL OF THE COMPANY:

The authorized capital of the Company stands at Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores Only) equity shares of Rs.10/- (Rupees Ten Only) each. The companys paid-up capital is Rs. 2,10,45,000/- (Rupees Two Crores Ten Lakhs Forty-Five Thousand Only) divided into 21,04,500 (Twenty- One Lakhs Four Thousand Five Hundred Only) equity shares of Rs.10/- (Rupees Ten Only) each.

9. BOARD MEETINGS:

The Board of Directors of the company met 8 times during the year on 24-04-2024, 08- 06-2024, 16-07-2024, 23-08-2024, 18-09-2024, 30-09-2024, 06-01-2025, and 20-03- 2025 in respect of which meetings, proper notices were given, and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose and the maximum gap between any two meetings was less than 120 days.

10. DIRECTORS OR KMP APPOINTED OR RESIGNED:

Mr. Sudeep Mehta retires by rotation and being eligible, offers himself for reappointment. A resolution seeking shareholders approval for his reappointment forms part of the Notice.

Appointments:

Name	Designation	Date
Mrs. Smriti Mehta	Whole-Time Director	16.07.2024
Mrs. Aakanksha Sachin Dubey	Independent Director	18.09.2024
Mrs. Priyanka Agarwal	Independent Director	18.09.2024
Mr. Prateek Nahata	Company Secretary	01.04.2025
Name	Designation	Date
Mrs. Vimia Mehta	Whole-Time Director	01.09.2025

11. DIRECTORS:

The composition of Board of Directors of the Company as on the date of this report is as follows:

SI. No.	Name of the Director	DIN	Designation
1.	Mr. Sudeep Mehta	00483072	Managing Director
2.	Mrs. Smriti Mehta	00126361	Whole-Time Director
3.	Mrs. Aakanksha Sachin Dubey	08792778	Independent Director
4.	Mrs. Priyanka Agarwal	10315690	Independent Director

12. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby

confirm that:

(a) In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

(b) The directors 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 that period.

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The directors had prepared the Annual Accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company doesnt have any Subsidiaries / Associates / Joint Ventures.

14. AUDITORS:

a) Statutory Auditors: -

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Dagliya & Co., Chartered Accountants, Hyderabad (ICAI Membership No. 0671S) were appointed as the Statutory Auditors of the Company in 29^th Annual General Meeting held on 30^th September, 2023 for a period of Five Years till the conclusion of 34^th Annual General Meeting to be held in the year 2028.

The notes of the financial statements referred to in the Auditors Report issued by M/s. Dagliya & Co., Chartered Accountants, Hyderabad for the financial year ended on 31^st March 2025 are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

However, at the Board Meeting held on 01.09.2025, M/s. Dagliya & Co., resigned as Statutory Auditors of the Company for the financial year 2025-26 with effect from 30.09.2025. The Board of Directors, pursuant to recommendation of the Audit Committee, in its meeting held on 01.09.2025 approved the appointment of M/s. Sunil & Sanjay, Chartered Accountants as the Statutory Auditors of the Company for a period of five years i.e., from the conclusion of 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting to be held for the financial year 2029-30.

b) Secretarial Auditor: - The provisions of section 204 of Companies Act, 2013 pertaining to Secretarial Audit does not apply to the Company.

c) Internal Auditor: - The provisions of section 138 of Companies Act, 2013 pertaining to Internal Audit does not apply to the Company.

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

There are no frauds reported by Auditors under section 143(12) other than those which are reportable to Central Government.

16. QUALIFICATIONS IF ANY, IN AUDIT REPORTS.

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Section 134 of the Companies Act, 2013 is provided hereunder:

A. Conservation of Energy: Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption

1. Research and Development (R&D)	NIL
2. Technology absorption, adoption and innovation :	NIL

C. Foreign Exchange Earnings and Out Go

PARTICULARS	2024-25	2023-24
Foreign Exchange Earnings	Rs.244.03 Lakhs	Rs. 205.26 Lakhs
Foreign Exchange Outgo	Rs. 7,289.00 Lakhs	Rs. 6,548.26 Lakhs
Foreign Travel	Rs.4.08 Lakhs	Rs. 3.33 Lakhs

18. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Section 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

20. RISK MANAGEMENT:

The Company ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, which commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not granted or given any Loans or Guarantees or Investments etc u/s 186 of Companies Act, 2013. However, your company had invested funds in the Shares and Mutual Funds as mentioned in the Notes 2.10 to the Audited Financial statements.

23.STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has, inter alia, received the following declarations from all the Independent Directors as prescribed under Section 149 of the Companies Act, 2013 confirming that:

a. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

d. they had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

Further, the Board of Directors are of the opinion that the Independent Directors appointed, if any are persons of integrity and possesses relevant expertise and experience.

24. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since the Companys net profit is more than Rs. 5.00 Crores, provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is applicable and the details of the same are mentioned in Annexure II to this report.

25. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered into by the Company during the financial year 2024-25 with related partys u/s 188 of Companies Act, 2013 were in the ordinary course of business and on arms length basis. Details regarding all such transactions have been mentioned in Notes to Accounts of Annual report attached to it. The details of the related party transactions entered into by the company during the year are attached in Annexure I as AOC-2 to this report.

26. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures are not required.

27. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company continued its commitment to develop and enhance its human resource potential. Your Companys constant endeavour to implement best Human Resource practices has resulted in uninterrupted harmonious industrial relations.

28. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of Cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

29. VIGIL MECHANISM:

The provisions of the Section 177(9) of the Companies Act, 2013 are not applicable to the Company and hence not required to disclose those particulars in the Boards Report mentioned under section 177(10) of the Companies Act, 2013.

30. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential of

Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013. In accordance with Section 178(3) of the Companies Act, 2013, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is available on the Companys website at www.sumaxindia.com. We affirm that the remuneration paid, if any to the Directors will be as per the terms laid down in the Nomination and Remuneration Policy of the Company.

31. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

32. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

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

The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The 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.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards, as applicable to the Company, issued by the Institute of Company Secretaries of India (ICSI).

35. EVENT BASED DISCLOSURES

1. Issue of sweat equity shares: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employees stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA.

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Change of name of the Company: NA

8. Preferential Allotment of Shares: NA

9. Issue of equity warrants: NA

36.STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

The company has complied with the provisions of Maternity Benefit Act, 1961 for the Financial Year 2024-25.

37. ACKNOWLEDGEMENTS:

The directors would like to express their grateful appreciation for assistance and co-operation received from Clients, Banks, Investors, Government, other Statutory Authorities and all others associated with the Company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the Company to achieve sustained growth in the operational performance during the year under review.

Place: Hyderabad	Sudeep Mehta	Smriti Mehta
Date: 01.09.2025	Managing Director	Whole-Time Director
	(DIN: 00483072)	^=^(DIN: 00126361)