Sumeru Industries Ltd Directors Report

To,

The members of,

Sumeru Industries Limited

Your directors are pleased to present the 32nd Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2025.

1. Financial Performance of the Company:

A summary of the Companys financial results for the Financial Year 2024-25 is as under (Amount in Lacs.)

Particulars	2024-25	2023-24
Income from Operation	0.00	5.50
Other Income	43.22	40.74
Total income	43.22	46.24
Total Expenditure before tax and dep.	27.00	34.79
Profit/(loss) before tax and dep.	16.22	11.45
Provision for depreciation	5.04	2.54
Tax expenses	11.18	8.71
Net profit/(loss) after depreciation and after tax for the year	9.36	0.21
Add: balance B/F from previous year	314.58	314.37
Balance carried to next year	323.94	314.58

2. Operational Review:

During the year under review, the Company has earned total income of Rs. 43.22 lacs which only comprising of other income of dividend and interest income of investments made. After deducting all administrative expenses and depreciation and necessary adjustments for taxation, etc. this year Company has earned a net profit of Rs. 9.36 lacs. (previous year it was Rs. 0.21 lacs)

3. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Except the information given in this report, no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the Company.

4. Dividend:

Due to business needs in future, the directors do not recommend any dividend for the financial year.

5. Unclaimed Dividend:

The Company does not have any outstanding unclaimed dividend which is required to be transferred to the Investor Education and Protection Funds as per the provisions of Section 125 of the Companies Act, 2013. The Company does not have any outstanding liability on account of Interest and principal of Deposits, Debentures or Share Application Money.

6. Share Capital

The paid up Equity Share Capital as at March 31, 2025 stood at 7,20,00,000 dividing into 7,20,00,000 fully paid up equity shares of Rs. 1/- each. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2025, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

7. Deposits:

During the year under review, your Company has neither invited nor accepted any public deposit as defined under Section 77 of the Companies Act, 2013.

8. Subsidiary/joint ventures/associate companies

The Company has no Subsidiary / Joint Ventures /Associate Companies during the year under review. Hence, details for the same are not required to mention.

9. Particulars of loan, guarantees or investments under section 186:

Company has not provided any guarantee or any security in connection with a loan to any other body corporate or person during the year under preview. However, the Company has made investment in Aalps Infraspace LLP for 19% of investment and profit sharing. The project initiated by LLP stopped and Company has received significant amount of money injected in the LLP. The Company does not have significant influence and control based on the representation on the management of Aalps Infraspace LLP.

10. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

11. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Board members are of the view that commensurate with the size and nature of the business, your Company has maintained adequate Internal Financial control.

12 Board of Directors and Key managerial Personnnel(s):

As of the date of this report, the Board of Directors of the Company comprises of 4 (four) members with 1 (one) Executive Director and 3 (Three) Non-Executive Directors and out of these three, 2 are Independent directors.

Retirement by Rotation:

In accordance with the provision of Section 152 of the Act read with rules made there under and the Articles of Association of the Company, Mr. Vipul H. Raja (DIN-00055770) is liable to retire by rotation at the ensuing Annual General Meeting. Being eligible, he offered himself for re-appointment at the ensuing Annual General Meeting. Brief Profile of Mr. Vipul H. Raja is given as an Annexure to the Notice.

Key Managerial Personnel:

Mr. Manish Mishra, former Chief Financial Officer of the Company was expired on 7th April, 2025. He was appointed as CFO of the Company w.e.f. 21st March, 2016. Then after, on 17th April, 2025, Board of Members have appointed Mr. Vipul P. Patel as CFO of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are

Sr. no. Name	Designation
1. Mr. Vipul H. Raja	Chairman and Managing Director
2. Mrs. Nidhi Shah	Company Secretary
3. Mr. Vipul P. Patel	Chief Financial Officer (CFO)

Declaration from Independent Director:

All Independent Directors have furnished respective declaration stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct and Ethics.

13. Directors Responsibility Statement:

Pursuant to the provision contained in Section 134(5) of the Companies Act 2013, the Directors of your Company confirm that-

i) in the preparation of the annual accounts for the Financial year ended 31st March, 2025, the applicable accounting standards has been followed and no material departure has been made from the same;

ii) 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 affair of the Company at 31st March, 2025 and of the profit or loss of the Company for the year ended on that date;

iii) 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 for preventing and detecting fraud and other irregularities;

iv) The directors had prepared the annual accounts for the Financial year ended 31st March, 2025, on a going concern basis; and

v) 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.

vi) 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.

14. Board Meetings: During the year, 8 (Eight) Board meetings were duly convened and held. The following are the dates on which the board meetings were held-

(1)29th April, 2024 (2) 3rd June, 2024 (3) 15th June, 2024, (4) 20th June, 2024 (5) 26th June, 2024, (6) 29th July, 2024, (7) 26th October, 2024 and (8) 31st January, 2025.

Name	Desig- nation	Attendance at Board meeting
		29/4/24	3/6/24	15/6/24	20/6/2024	26/6/24	29/7/2024	26/10/24	31/1/25
Mr. Vipul H. Raja	Chairman and M. D.	u	u	u	u	u	u	u	u
Mr. Bhavin D. Mashruwala (Retired w.e.f 20/06/2024)	Indepen. Director	u	u	u	u
Mr. A. C. Patel (Retired w.e.f 13/06/2024)	Indepen. Director	u	u
Mrs. Sonal V. Raja	Woman Director	u	u	u	u	u	u	u	u
Mrs. Dipali P. Patel (Appointed w.e.f. 20/06/2024)	Indepen. Director			u	u	u	u	u	u
Mr. Ansh B. Mashruwala (Appointed w.e.f. 26/06/2024)	Indepen. Director					u	u	u	u

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations and relevant relaxations granted from time to time.

15. Committees: The Company has several Committees which have been established as a part of corporate governance practices and are in a compliance with the requirements of the relevant provisions of applicable laws and statute.

The Company has following Committees-

(a) Audit Committee- In accordance with the provisions of Section 177(8), the Company has duly constituted an Audit Committee which performs the roles and functions as mandated under the Act, SEBI Listing Regulations and such other matters as prescribed by the Board from time to time. During the year under review, the members of Audit Committee met 4 times in a year and details of the composition, attendance at its meetings and other details have been furnished as below-

Name	Desig- nation	Attendance at committee meeting
		29-04-24	29-07-24	26-10-24	31-01-25
Mr. Bhavin D. Mashruwala (Retired w.e.f 20/06/2024)	Chairman	u
Mr. Ansh B. Mashruwala (Appointed w.e.f. 26/06/2024)	Chairman		u	u	u
Mr. Vipul H. Raja	Member	u	u	u	u
Mr. A. C. Patel (Retired w.e.f. 13/06/2024)	Member	u
Mrs. Dipali P. Patel (Appointed w.e.f. 20/06/2024)	Member		u	u	u

The Audit committee presently consists of two Independent directors, Mr. Ansh Mashruwala designated as Chairman of the

Committee and Mr. Vipul Raja and Mrs. Dipali Patel, designated as Members of the Committee. The Company Secretary acts as the Secretary to the Audit Committee.

(b) Nomination and Remuneration Committee- In terms of provision of Section 178(3) of the Act read with rules framed there under and the SEBI Listing Regulations, the Board has adopted the Nomination, Remuneration and Evaluation Policy based on the recommendations made by the NRC. The salient features of this policy are made available on the Companys website at www.sumerugroup.in.

The Committee Comprises of Three Non-Executive Directors, out of these three, two are Independent Directors. The Company Secretary acts as the Secretary to Nomination & Remuneration Committee.

The members of Nomination & Remuneration Committee met 1 time during the year. Following is the Composition of Nomination & Remuneration Committee

Name	Desig- nation	Attendance at committee meeting
		25-06-24	20-06-24
Mr. Bhavin D. Mashruwala (Retired w.e.f 20/06/2024)	Chairman	u
Mr. Ansh B. Mashruwala (Appointed w.e.f. 26/06/2024)	Chairman
Mr. A. C. Patel (Retired w.e.f 13/06/2024)	Member		u
Mrs. Dipali P. Patel (Appointed w.e.f. 20/06/2024)
Mrs. Sonal V. Raja	Member	u	u

(c) Stakeholders Relationship Committee- The Stakeholders Relationship Committee has been constituted in accordance with the provisions of section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations. The Committee comprises of Three Members out of which one is Executive Director and other two are Non-Executive Directors. The Chairman is Non-Executive Independent Director.

The Company Secretary is the Compliance Officer of the Company and Secretary to the Committee.

During the year 2024-2025, the Stakeholders relationship committee that also acts as Share Transfer Committee met 4 times.

Name	Desig- nation	Attendance at committee meeting
		29-04-24	29-07-24	26-10-24	31-01-25
Mr. Bhavin D. Mashruwala (Retired w.e.f 20/06/2024)	Chairman	u
Mr. Ansh B. Mashruwala (Appointed w.e.f. 26/06/2024)	Chairman		u	u	u
Mr. Vipul H. Raja	Member	u	u	u	u
Mrs. Sonal V. Raja	Member	u	u	u	u

16. Board policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulations of certain policies for all listed companies. All our corporate governance policies are available on the website of the Company at www.sumerugroup.in. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

17. Exemption from certain provisions of Corporate Governance:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Paid up Capital and net worth of the Company as on 31st March, 2025 are less than the prescribed limit and as per exemption rule, our Company is exempted from certain provisions of Corporate Governance. Accordingly (i) Corporate Governance Report, (ii) declaration of CEO/ CFO certifying compliance by Board of Directors and Senior Management personnel with respective Code of Conduct and (iii) Compliance Certificate from Statutory Auditor regarding compliance with Corporate Governance Provisions is not given herewith.

Company will follow above mentioned provisions as and when become applicable to the Company.

18. Formal Annual Evaluation Process by Board:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual directors pursuant to provisions of the Companies Act, 2013 and Corporate Governance requirements as prescribed by SEBI under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board Composition and structure, effectiveness of board process, information and functioning etc The performance of the committee was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the structure of the committees, meetings and independency of the Committees etc.

Independent Directors, in their separate meeting reviewed the performance of the Non-Independent Directors and the Board as a whole and also reviewed the performance of the Chairman after taking into account the views of all the Directors. The outcome of this performance evaluation was placed before the meetings of the Nomination and Remuneration Committee and Independent Directors for the consideration of the members. The committee expressed overall satisfaction on the performance of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

19. Establishment of vigil mechanism for directors and employees:

Company has adopted vigil mechanism called "Whistle Blower Policy", for directors and employees to report to the management, instances of unethical behavior, fraud or violation of the Companys code of Conduct or ethics policy. The same is available on the website of the Company.

20. Establishment of code of conduct for directors and senior management persons:

To enhance ethical and transparent process in managing the affairs of the Company, Board of Directors have adopted "Code of Conduct for Board of Directors and Senior Management Personnel" as per requirements of the listing Agreement. The same is available on the website of the Company.

21. Disclosure under Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013-

Pursuant to Section 22 of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, every Company is required to set up an Internal Complaint Committee to look into the complaints relating to sexual harassment at work place of any woman employee.

Company has adopted a policy for prevention of Sexual Harassment of Woman at workplace and has designated woman director Mrs. Sonal V. Raja to ensure implementation of the said policy. During the year, Company has not received any complaints and no complaint is pending at the Companys end.

22. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All members of the Board Directors and the designated employees have confirmed compliance with the Code.

23. Related Party Transactions:

Company has executed Leave and License agreement at arms length basis with Mr. Nandit V. Raja, Promoter and Mrs. Sonal V. Raja, Promoter Director of the Company for the use of Registered office premises situated at S. G. Highway.

As 10% of the Annual Consolidated Turnover of the Company is less than the total amount of transactions done with Related parties during the year, the said transactions are considered "Material Transactions" as per regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, as per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempted from making disclosures with SEBI/ Stock Exchange regarding Material Transactions done with related party during the year.

However, details of transactions with related parties are given in note 13 of Accounting Policies by Auditors as per Accounting Standard 18. Form No. AOC-2 pursuant to clause (h) of sub- section (3) of Section 134 and sub section (1) of Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure-I.

24. Corporate Social Responsibility:

As per Section 135 of the Companies Act, 2013 and Rules of Companies (Corporate Social Responsibility policy), 2014, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee.

As Company does not come under the ambit of above mentioned provisions, Company has not formed Corporate Social Responsibility Committee and hence Rule 9 of Companies (Accounts) Rule, 2014 regarding disclosure of contents of Corporate Social Responsibility Policy is not applicable to the Company.

25. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information requires to be disclosed in the report of the Board of Directors as per the provisions of Section 134(3)(m) of the Companies Act, 2013 and Rule 3 of the Companies (Accounts) Rules, 2014 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company, hence are not given herewith. There were no foreign Exchange earnings or outgo during the year.

26. Dematerialization of securities:

Your Companys Equity shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed triparty Agreement through Registrar and Share Transfer Agent M/s Big share Services Private Limited. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 764 B01029. Total Share dematerialized up to 31st March 2025 were 56263499 which constitute 78.14% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the Company as early as possible.

As per the SEBI Master circular no. SEBI/HO/ MIRSD/POD-1/P/CIR/2024/37 dated May 07, 2024, read with circular no. SEBI/HO/MIRSD/ POD-1/P/CIR/2024/81 dated June 10, 2024 (‘SEBI Circular), whereby SEBI has mandated furnishing the following information by holders of securities in physical form: a. PAN linked with Adhaar

b. Choice of nomination

c. KYC details that includes i. contact details, ii. bank account details, iii. specimen signature.

The SEBI Circular further mandates that any service request or grievance shall be entertained or any payment, including payment of dividends, shall be made electronically to the security holders holding securities in physical form, only upon furnishing of the Valid PAN and the KYC Details, as mentioned above, against their respective folios.

You are requested to forward the duly filled in Form ISR-1, Form ISR-2 and Form SH-13/Form ISR-3 along with the related proofs mentioned in the respective forms as the earliest.

As per the SEBI Master circular no. SEBI/HO/MIRSD/ POD-1 /P/CIR/2024/37 dated May 07, 2024, while processing service requests in relation to; (i) Issue of duplicate certificate; (ii) Splitting of certificate; (iii) Transmission; and (iv) Transposition shall issue securities only in dematerialised form. For processing any of the aforesaid service requests the securities holder/ claimant shall submit duly filled up Form ISR-4/ISR-5.

Please note that as per the SEBI circular, physical transfer of securities has been prohibited w.e.f. April 01, 2019. Further, SEBI vide its circular dated January 24, 2022, has mandated for the Company to issue securities in demat mode while processing any investor service requests viz. issue of duplicate share certificates, exchange/sub-division/ splitting/consolidation of securities, transmission/ transposition of securities and vide its circulated dated January 25, 2022, that listed entities/ RTAs shall now issue a Letter of Confirmation in lieu of the share certificate while processing any of the aforesaid investor service request.

27. Disclosure with respect to demat Suspense account/ unclaimed suspense account-

The information required as per para F of Schedule V of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company as the Company has no unclaimed dividend and no unclaimed shares and hence are not given herewith.

28. Statutory Auditors:

M/s Nitin K. Shah & Co., a firm of Chartered Accountants (FRN- 107140W) was appointed as Statutory Auditor of the Company in the 29th Annual General meeting held on 25th July, 2022 for five financial years i.e. commencing from the conclusion of 29th AGM until the conclusion of the 34th Annual General Meeting of the Company to be held in 2027 on such remuneration as may be agreed upon by the Audit committee/ Board of Directors in consultation with the Auditors

29. Cost Auditors:

As our Company is neither engaged in the production of goods nor providing services as prescribed under Section 148 of the Companies Act, 2013, Company is not required to appoint Cost Auditor.

30. Internal Auditors:

In order to make proper compliance with the provisions of Corporate Governance the Company had appointed M/s. Shailesh Patel & Co., Chartered Accountants as Internal Auditors. They are regularly submitting their reports to the Audit Committee of the Company.

31. Secretarial Auditor and report thereon:

M/s Kamlesh M. Shah, Practicing Company Secretary is appointed as Secretarial Auditor for the financial year 2024-2025 as per Section 204 of the Companies Act, 2013 and Secretarial Audit report (Form MR-3) is part of the Boards Report and attached as Annexure- II. The Secretarial Auditor has not made any adverse remarks in their report which may require any further clarification from the Board.

32. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2025 is uploaded on the website of the Company and can be accessed at

http://www.sumerugroup.in/annual-reports

33. Management Discussion and Analysis

As per the Corporate Governance norms, a separate report on Management Discussion and Analysis outlining the business of the Company is set out as Annexure-III of this report.

34. Disclosures as per companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

I) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Total expenses of Directors Remuneration- Nil

Managerial Remuneration Expenses (includes CS and CFO)- Rs. 7,80,000/- Other employees Remuneration: Rs.3,30,000/-

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Directors were not paid any remuneration. There is no increase in remuneration paid to the Company Secretary & CFO in compare with last year.

iii) The percentage increase in the median remuneration of other employees in the financial year is Nil.

iv) The number of permanent employees (including MD, CS and CFO) as on 31st March, 2025 is 4.

v) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration ;

Managerial Personnel included CS and CFO and employees other than Managerial Personnel got no major increase in their salaries during the year.

vi) Affirmation that the remuneration is as per the remuneration policy of the company.

Remuneration of the Employees and KMPs are recommended by Nomination & Remuneration Committee to the Board of Directors within the organization and they follow the Remuneration Policy made by the Company.

35. Special window for re-lodgement of Transfer requests of physical shares

We draw your attention to SEBI circulars bearing reference SEBI/HO/MIRSD-PoD/P/CIR/2025/97 dated 2nd July, 2025 pertaining to opening of a special window for re-lodgement of transfer deeds, which were lodged prior to 1st April, 2019 and were rejected / returned / not attended due to deficiency in the documents / process or otherwise. The special window is open for a period of six months from 7th July, 2025 to 6th January, 2026. During this period, the securities that are re-lodged for transfer after rectification of errors (including those requests that are pending with the bank/RTA as on 2nd July, 2025) will be issued only in demat form, once all the documents are found in order by the RTA. The lodger must have a demat account and provide its Client Master List (CML) alongwith the transfer documents for transfer with RTA. Transfer requests submitted after 6th January, 2026 will not be accepted by the Company/RTA.

36. Registrar & Transfer agent:

The Company has appointed M/s Bigshare Services Private Limited as its Registrar & Transfer agent w.e.f. 3rd June, 2016. Complete details of their name, address, contact details are given below-

Bigshare Services Pvt. Ltd., Ahmedabad Branch address-

Pinnacle Business Park,	A/802, Samudra Complex,
Office No- S6-2,	Near Klassic Gold Hotel,
Mahakali Caves Road,	Near Girish Cold Drinks,
Next to Ahura Centre,	Off. C.G. Road, Ahmedabad-380009
Andheri (East),	Tel No.- 079 4002 4135
Mumbai- 400093.
Tel No- 022-6263 8200
Email- bssahd@bigshareonline.com
Website- www.bigshareonline.com

37. Cautionary Statement

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

38. Appreciation:

Your directors wish to place on record their gratitude and sincere appreciation for the assistance, trust and co-operation received from the shareholders, Bankers, Government authorities and clients during the year under review.

Your Directors would like to express profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued performance on all fronts.

FOR & ON BEHALF OF THE

BOARD OF DIRECTORS UNDER AN AUTHORITY

SUMERU INDUSTRIES LIMITED

VIPUL H. RAJA

CHAIRMAN & MANAGING DIRECTOR

DIN-00055770

PLACE: AHMEDABAD

DATE: 07/08/2025