The Board of Directors hereby submits the report of the business and operations of your Company ("theCompany" or "SBC"), along with the audited financial statements, for the financial year endedMarch 31, 2025. The consolidated performance of the Company and its subsidiary has been referred towherever required.
The Company's financial performance for the financial year under review along with previous year's figuresis given hereunder:-
PARTICULARS
STANDALONE
CONSOLIDATED
31.03.2025
31.03.2024
Revenue from Operations
23152.95
19101.22
30,004.52
20940.57
Other Income
870.18
361.67
898.51
365.28
Total Revenue
24023.13
19462.89
30,903.03
21305.85
Total Expenditure
22340.94
18178.43
29,067.55
20011.47
Profit/Loss before taxation
1682.19
1284.46
1,835.47
1294.38
Less: Tax Expenses
476.45
345.62
510.09
349.88
Profit /loss for the year
1205.74
938.84
1,336.68
944.50
2025
PROFIT DURING THE LAST 3 YEAR
1336.69
2024
2023
1205.14
1
944.5
690.93
681.65
o
T—1
00 12
00 1400 1600
till
0 200 400 600
8(
Ý Consolidated ÝStandalone
The Company has reported Consolidated Revenue from Operations is ? 30,004.52 Lakhs and TotalStandalone Revenue from Operations is ?23152.95 Lakhs against total Consolidated Revenue fromOperations is ?20940.57 Lakhs and Total Standalone Revenue from Operations is ? 19101.22 Lakhs forthe previous year.
The consolidated Net profit for the year under review amounted to 1 1,336.69 Lakhs and Totalstandalone Net profit of ? 1205.74 Lakhs in the current year as compared to Last Year's c onsolidated Netprofit ?944.50 Lakhs and Total standalone Profit ? 938.84 Lakhs Respectively.
The Company has reported Standalone ITSupport-Segment Total Profit Before Taxas ?623.54 Lakhs as comparing to lastyear's ? 549.09 Lakhs. The Garment Sale-Segment Total Profit Before Tax as ?1965.30 Lakhs as comparing to last year's? 1385.86.
The Company has reported ConsolidatedIT Support-Segment Total Profit BeforeTax as ?623.54 Lakhs as comparing tolast year's ? 549.09 Lakhs. The GarmentSale-Segment Total Profit Before Tax as? 1965.30 Lakhs and Tour & TravelServices-Segment Profit Before Tax as^ 153.28 Lakhs as comparing to lastyear's ?1385.86 and m.42 lakhs.
"In accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Company is not among the top 1000 listed entities and has thereforenot maintained a Dividend Distribution Policy.
The Board meets at regular intervals to discuss and decide on policy and strategy apart from otherbusiness discussions. However, in case of a special and urgent business need, if any, the Board's approval istaken by passing resolution(s) through circulation, as permitted by law, which is confirmed in thesubsequent Board Meeting.
During the Financial Year 2024-25, the Board met on 6 (Six) occasions viz.
Quarter
Date
Quarter 1
15-05-2024
Quarter 2
26-07-2024 & 28-08-2024
Quarter 3
22-10-2024
Quarter 4
24-01-2025 & 11-03-2025
The intervening gap between the meetings was within the period prescribed under the Companies Act,2013.
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors'Responsibility Statement, it is hereby stated that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followedalong with proper explanation relating to material departures;
(b) The Directors have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit and loss of thecompany for that period;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities;
(d) 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 thatsuch internal financial controls are adequate and were operating effectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of theCompanies Act, 2013 along with Rules made there-under other than those which are reportable to theCentral Government.
The Company has received necessary declaration from each independent director under Section 149(7) ofthe Companies Act, 2013 that they continue to confirm the criteria of independence laid down in Section149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.
Pursuant to the provisions of sub-section (1) of Section 178 of the Companies Act, 2013 read with Rulemade thereunder and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement)Regulatio,2015, the company has formulated a NRC committee and formulated a policy on Directors'appointment and remuneration, including the criteria for determining qualifications, positive attributes,and independence of a Director, as well as other matters provided under sub-section (3) of Section 178 andRegulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulatio,2015. The said policy hasbeen duly approved by the Board and is available on the Company's website at the following link:https://www.sbcexportslimited.com/download/Policies/NRC%20Policy.pdf.
There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or theSecretarial Auditor of the Company.
The particulars of loans given or guarantees given or investments made or securities provided are given innotes to financial statements.
All contracts / arrangements / transactions entered by the Company during the financial year with relatedparties were on an arm's length basis and in the ordinary course of business under the Companies Act2013 and not material under the Listing Regulations and hence did not require members' prior approvalunder the Companies Act 2013 and the Listing Regulations. The particulars of contracts or arrangementswith related parties referred to in sub-section (1) of section 188 are attached as Annexure-I in the FormAOC-2.
The General Reserve of the Company stood at ? 667.93 Lakhs as at March 31, 2025. During the year underreview, the Company has transferred ? 1205.74 Lakhs to reserves.
During the financial year under review, your Company has reported a Net Profit of ?1,205.74 Lakhs. Whilethe Company continues to maintain a healthy financial position, the Board of Directors, after carefulconsideration of current and future business requirements, has decided not to recommend any dividendfor the said financial year.
This decision aligns with the Company's long-term strategy to strengthen its capital base, support futureexpansion initiatives, and maintain financial flexibility amid evolving market dynamics. The Board believesthat retaining the profits within the Company at this stage will serve the best interests of shareholders byenabling sustainable growth and value creation in the coming years.
The Board expresses its sincere appreciation for the continued trust and support of all stakeholders.
There are no material changes or commitments, affecting the financial position of the Company whichhave occurred between the end of the financial year of the Company i.e. March 31, 2025 and the date ofthis report.
During the year under review period, the Company has signed Mr. Saurabh Raj Jain (Indian Actor) andMs. Rupali Bhushan (Indian Model and Ms. Jharkhand 2020) for the Company's Brand "F-route"promotion.
As a leading textile company committed to innovation and sustainability, SBC Exports Limited continuouslyexplores and integrates cutting-edge technologies to enhance our operations, streamline processes, anddeliver superior products to our customers. This year has been pivotal in advancing our technology
adoption strategy, enabling us to maintain a competitive edge in a rapidly evolving market. The followingreport highlights key technological advancements and their impact on our business.
Digital Transformation
1. Automation in Manufacturing
This year, we invested significantly in automating our manufacturing processes. The implementation ofadvanced robotics and automated machinery has not only increased production efficiency but alsoimproved product consistency and quality. Our new automated weaving and dyeing systems have reducedproduction time and minimized material waste contributing to both cost savings and environmentalsustainability.
2. Smart Textile Technology
We have introduced smart textiles into our product lines, incorporating sensors and conductive fibers thatenable garments to monitor and respond to environmental conditions. This innovation has positioned us asa leader in the functional apparel market, catering to the growing demand for wearable technology. Oursmart textiles feature applications ranging from health monitoring to temperature regulation, offeringenhanced value to our customers.
3. Digital Fabric Printing
Our new digital fabric printing technology has revolutionized our design capabilities. This state-of-the-artsystem allows for high-resolution prints with unparalleled color accuracy and design flexibility. By reducingthe need for traditional screen printing, we have accelerated the design-to-production cycle andsignificantly cut down on resource consumption.
Supply Chain Optimization
1. Advanced Analytics and AI
We have leveraged advanced analytics and artificial intelligence (AI) to optimize our supply chainmanagement. Predictive analytics tools have improved demand forecasting accuracy, enabling us to betteralign production with market needs. AI-driven supply chain solutions have enhanced inventorymanagement, reducing excess stock and minimizing supply chain disruptions.
2. Blockchain for Transparency
To enhance traceability and transparency, we have integrated blockchain technology into our supply chainoperations. This initiative ensures the authenticity and ethical sourcing of our raw materials, buildinggreater trust with our customers and stakeholders. The blockchain system provides an immutable recordof each product's journey from source to finished garment, reinforcing our commitment to ethicalpractices.
Sustainable Technologies
1. Eco-Friendly Dyeing Processes
Our commitment to sustainability has led to the adoption of eco-friendly dyeing technologies. We havereplaced conventional dyeing methods with waterless dyeing techniques that reduce water consumptionand eliminate harmful chemical runoff. This transition supports our goal of minimizing our environmentalfootprint and aligns with global sustainability standards.
2. Recycling and Circular Economy
In line with our sustainability objectives, we have implemented a textile recycling program that repurposespost-consumer and post-industrial waste into new fabrics. Our closed-loop recycling system not onlyreduces waste but also conserves raw materials, supporting the circular economy model. This initiative hasdiverted over 50 tons of textile waste from landfills this year alone.
Future Outlook
Looking ahead, The Company remains committed to exploring and adopting new technologies that driveinnovation and efficiency. Our focus for the coming year includes further advancements in artificial
intelligence for predictive maintenance, expansion of our smart textile product range, and continuedinvestment in sustainable practices.
By staying at the forefront of technological advancements, we aim to enhance our operational excellence,deliver exceptional value to our customers, and contribute positively to the global textile industry.
As a forward-thinking textile company, we are dedicated to advancing energy conservation practices toenhance sustainability and operational efficiency. This year, our focus on integrating energy-efficienttechnologies has not only contributed to reducing our environmental footprint but has also resulted insignificant cost savings.
We have made substantial investments in upgrading our manufacturing equipment to include energy-efficient technologies. Our new machinery, including high-efficiency looms and dyeing units, consumescomparatively less energy compared to our previous equipment. This upgrade has led to a notablereduction in our overall energy consumption, aligning with our sustainability goals.
In line with our sustainability strategy, we have installed solar panels on the rooftops of our manufacturingfacilities. This initiative has allowed us to generate approximately 30% of our electricity needs fromrenewable sources. The solar power system has significantly reduced our reliance on non-renewableenergy sources, lowering our carbon footprint and providing a stable, cost-effective energy solution.
Looking ahead, we are committed to further advancing our energy conservation initiatives. Our plans forthe coming year include expanding our renewable energy projects, investing in additional energy-efficienttechnologies, and continuing to engage our workforce in energy-saving practices.
By prioritizing energy conservation, we aim to enhance our operational efficiency, reduce costs, andcontribute positively to environmental sustainability.
(Amount in '000)
Inflow
USD $ 2552.73
EURO € 14.69
Outflow
Nil
Although the Company does not fall under the mandatory criteria for formulation of a Risk ManagementPolicy, as per Regulation 21 SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 it hasvoluntarily developed and implemented a Risk Management Policy to ensure a structured and proactiveapproach to identifying and managing risks. The policy outlines various elements of risk which, in theopinion of the Board, may potentially affect the operations or threaten the existence of the Company. TheRisk Management Policy is available on the Company's website at the following link:https://www.sbcexportslimited.com/download/Policies/Risk%20Management%20Policy.pdf.
The Company has developed and implemented a Corporate Social Responsibility (CSR) Policy in line with theprovisions of the Companies Act, 2013. The details of the CSR initiatives undertaken during the year are guidedby this policy. The CSR Policy is available on the Company's website at the following link:https://www.sbcexportslimited.com/download/Policies/CSR%20Policy.pdf.
Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 read with the rules framedthereunder and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Board has carried out the annual performance evaluation of its own performanceand that of its Committees and individual Directors. The manner in which the evaluation has been carriedout is explained in the Corporate Governance Report which forms part of the Annual Report.
Further, to comply with Regulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, Independent Directors have also evaluated the performance of Non-IndependentDirectors, Chairman and Board as a whole at a separate meeting of Independent Directors, which was heldon August 21, 2024 and January 22, 2025.
The evaluation framework for assessing the performance of Directors comprises of the following key areas:
• Expertise;
• Objectivity and Independence;
• Guidance and support in context of life stage of the Company;
• Understanding of the Company's business;
• Understanding and commitment to duties and responsibilities;
• Willingness to devote the time needed for effective contribution to Company;
• Participation in discussions in effective and constructive manner;
• Responsiveness in approach;
• Ability to encourage and motivate the Management for continued performance and success.
The evaluation involves Self-Evaluation by the Board Member and subsequent assessment by the Board ofDirectors. A member of the Board will not participate in the discussion of his/her evaluation. Accordingly,a process of evaluation was followed by the Board for its own performance and that of its Committees andindividual Directors and also the necessary evaluation was carried out by Nomination and RemunerationCommittee and Independent Director at their respective meetings held for the purpose.
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 ("Listing Regulations") and Circular/ Notifications/ Directionsissued by Reserve Bank of India from time to time, the Management Discussion and Analysis of thefinancial condition and result of consolidated operations of the Company for the year under review ispresented in a separate section forming part of the Annual Report as Annexure-II.
There is no change in the nature of the business of the company in the review period.
Your Company does not have any Joint Ventures or Associate Company. The Company has One (1) whollyOwned Subsidiary Company i.e. Mauji Trip Limited running a business of Tour and Travels.
Mauji Trip Limited is a wholly owned subsidiary of Mauji Trip Limited is poised for continued growthSBC Exports Ltd., specializing in providing a with plans to further diversify our service offerings
Core Services:
Performance Highlights:
1.
Leisure Travel: Mauji Trip Limited offers
•
Revenue Growth: In 2024-25, Mauji Trip
curated travel packages, including guided
Limited achieved a revenue growth of
tours, adventure travel, and luxury vacations.
120.65%, driven by increased demand for
Our services encompass everything from
customized travel solutions and expansion
personalized itineraries to exclusive access to
into new markets.
top destinations around the world.
Market Expansion: We successfully
2.
Corporate Travel Management: We provide
expanded our operations into Middle
East,
end-to-end travel management solutions for
broadening our market reach
and
businesses, including flight bookings,
establishing new partnerships with
local
accommodation arrangements, and travel
travel providers.
policy compliance.
3.
Our dedicated team ensures seamless travel
Revenue From Operation
experiences for corporate clients, optimizing
000
travel spend and enhancing convenience.
7000
4.
Specialized Travel Services: This includes niche
5000
~7~
services such as destination weddings, group
/
travel arrangements, and custom travel
4000
_y_
experiences. We cater to specific client needs
3000
-y-
with precision and expertise.
2000
5.
Travel Consulting: Our consulting services
1000
help clients make informed travel decisions
0
with access to expert advice on destinations,
2023 2024 2025
travel regulations, and best practices
comprehensive range of travel and tourism services.Established in 2021, Mauji Trip Limited is swiftlybecoming a leading player in the travel industry,offering bespoke travel experiences and tailoredsolutions for both leisure and corporate clients.
and the enter emerging markets.
Our focus will remain on enhancing customerexperiences through innovative solutions andmaintaining our position as a leader in the travelindustry.
During the year, the Company has neither accepted any deposits from the public, nor does it have anyscheme to invite any such deposits.
During the year under review an Assessment Order by the Income Tax Authority for the assessment year(AY) 2024-25 was passed which was in relation to demand under section 156 of the Income-Tax Act, 1961.There was no immediate impact on the financial, operations, or other activities of the Company. TheCompany is in the process of filing an appeal against the aforesaid Order.
Apart from above mentioned order there has been not any such significant and material orders passed bythe regulators or courts or tribunals impacting the going concern status and company's operations infuture.
The Company has an Internal Control System which is commensurate with the size, scale and complexity ofits operations. To maintain its objectivity and independence, the Internal Audit reports to the Chairman of
the Audit Committee of the Board and to the Managing Director. The Internal Audit Department reviewsthe effectiveness and efficiency of these systems and procedures to ensure that all assets are protectedagainst loss and that the financial and operational information is accurate and complete in all respects.Company policies, guidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized, recorded and reported correctly.
The provisions/requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 and Rules made thereunder are being followed by the Company and the company isproviding the proper environment of working to all employees and has proper internal control Mechanismfor prevention, prohibition and redressal of sexual harassment at workplace. The Company has compliedwith the provisions of constitution of Internal Complaints Committee under the Act. There were nocases/complaints filed under this Act during the year under review.
Particular
Number
Number of complaints of sexual harassmentreceived in the year
Number of complaints disposed off during the year
Number of cases pending for more than ninety days
Your Company is fully committed to upholding the rights and welfare of its employees, particularly withregard to maternity benefits. We affirm that the company complies with all applicable provisions of theMaternity Benefit Act, 1961, as amended from time to time.
As part of our compliance:
• We provide paid maternity leave in accordance with the Act to all eligible women employees.
• We ensure that no woman is employed during the period of six weeks immediately following theday of her delivery or miscarriage, in compliance with Section 4 of the Act.
• We do not dismiss, discharge, or disadvantage any employee due to her maternity leave.
• We provide nursing breaks and necessary facilities as required under the law.
• We maintain accurate records as mandated under the Act and submit any required documentationto the appropriate authorities.
During the reporting period, there were no applications made or proceedings initiated or pending againstthe Company under the Insolvency and Bankruptcy Code, 2016. Accordingly, this disclosure is notapplicable for the financial year ended 31 March, 2025.
During the reporting period, the Company has not entered into any one-time settlement with banks orfinancial institutions. Accordingly, the requirement to disclose the difference between the valuation done
at the time of one-time settlement and the valuation done while availing loans does not arise and is notapplicable for the financial year ended 31 March, 2025.
The Authorized Share Capital of your Company asat March 31, 2025 stands at Rs. 50,00,00,000divided into 50,00,00,000 Equity Shares of Re. 1/-each.
As at March 31, 2025, the Issued, Subscribed andPaid-up Equity Share Capital of the Company stoodat Rs. 47,61,90,000 divided into 47,61,90,000Equity Shares of Re. 1/- each.
Company in the last financial year issued Bonusequity shares of the Company of Re. 1/- (RupeeOne only) each to the equity shareholders of theCompany as on Record Date, in the proportion of(1:2) i.e. one new equity share for every twoexisting equity share .
The Authorized Share Capital, increased from Rs.40,00,00,000/- to 50,00,00,000/- i.e. byRs. 10,00,00,000/- and The Issued, Subscribed andPaid-up Equity Share Capital of the Company, afterissue of Bonus Shares, increased from Rs.31,74,60,000/- to Rs. 47,61,90,000/- i.e. by Rs.15,87,30,000/-.
Apart from the above mentioned Bonus EquityShare, there were neither any issue of Equityshares with differential rights as to dividend, votingor otherwise nor grant of any stock options orsweat equity under any scheme during the yearunder review.
As on March 31, 2025, None of the Directors of theCompany was holding any instrument convertibleinto Equity Shares of the Company.
As the Members are aware, the shares of the company are tradable compulsorily in electronic form andour Company has established connectivity with both National Securities Depository Limited (NSDL) andCentral Depository Services (India) Limited (CDSL).
In view of the numerous advantages offered by the depository system, the members are requested to ava ilthe facility of Dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to theCompany's Equity shares is INE04AK01028.
The details of Registrar and Share Transfer Agent of the company is provided in the Corporate GovernanceColumn of this Annual Report. The Members are advised to contact the Registrar and Share Transfer Agentof the Company or the Company itself with relation to any question related to Dematerialisation & relatedaspects.
The information on conservation of energy,technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3) (m)of the Companies (Accounts) Rules, 2014 forms theintegral part of this Report.
The statement containing particulars of top 10employees and the employees drawingremuneration in excess of limits prescribed underSection 197 (12) of the Act read with Rule 5 (2) and(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules,2014 is provided in a separate Annexure formingpart of the Report.
The said Annexure is open for inspection at theRegistered Office of the Company.
Any member interested in obtaining a copy of thesame may write to the Company Secretary at theRegistered Office of the company, 21 days beforeand upto the date of the ensuing Annual GeneralMeeting during the business hours on workingdays.
None of the employees mentioned in the saidstatement is a relative of any Director of theCompany.
And none of the employees hold (by himself or
In terms of proviso to Section 136(1) of the Act, theReport along with Accounts are being sent to theshareholders excluding the aforesaid Annexure.
along with his spouse and dependent children)more than two percent of the equity shares of theCompany.
The details of the policies approved and adopted by the Board as required under the Companies Act, 2013and Securities and Exchange Board of India (SEBI) regulations are provided in Annexure-III to the Board'sreport.
Our Company has been practicing the principles of good corporate governance as it is committed tomaintain the highest standards of Corporate Governance and believes in conducting its business with duecompliance of the Regulation 34 (3) read with Schedule V of the SEBI (Listing obligations and DisclosureRequirements) Regulations, 2015 and other applicable laws. Integrity and transparency are key to ourcorporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times.The Company has duly implemented the system of Corporate Governance and a separate report onCorporate Governance practices followed by the Company, together with a certificate from the Company'sAuditors confirming compliance forms an integral part of this Report as Annexure-IV.
M/s. STRG & Associates, Chartered Accountants (FRN 014826N), having its office at New Delhi wasRe-appointed as the Statutory Auditors of the Company on 30th day of September, 2024 who held theiroffice another Term of 5 Years that is from 2024-25 to 2029-30.
Further, the Auditors' Report and Notes to the Accounts referred to in the Auditors' Report are self¬explanatory and therefore, does not call for any further comments and explanations. The observations ofthe Statutory Auditors, when read together with the relevant notes to the accounts and accountingpolicies are self-explanatory and do not calls for any further comment.
In accordance with the provisions notified under Section 133 of the companies Act, 2013 read withCompanies (Indian Accounting Standards) Rules, 2015 and Indian Accounting Standard ("Ind AS") 110 -Consolidated Financial Statements, the audited consolidated financial statement forms part of the AnnualReport.
Pursuant to the provisions of Section 204 of Companies Act, 2013 and Companies (Appointment andRemuneration of Managerial Personnel Rules) 2014, Company had appointed M/s. Kumar Mandal andAssociates, Company Secretaries in Practice on 22nd Day of August, 2019 for the Financial Year 2019-20and onwards, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year 2024-25 is attached as Annexure-V.
Pursuant to code of Independent Directors in compliance with Schedule IV the Companies Act, 2013 andrules made there under and regulation 25 (3) of the SEBI Listing Regulations, 2015, a separate meeting of
the Independent Directors of the Company was held on August 21st, 2024 and January 22nd, 2025 and toreview the performance of Non-independent directors (including the Chairman) and the Board as a whole.
The Independent directors also reviewed the quality, content and timeliness of the flow of informationbetween the Management and the Board and its committees which is necessary to effectively andreasonably perform and discharge their duties.
During the period under no changes were there in the composition of the Board of Directors and KMPs.
No Director is liable to retire by rotation at the ensuing Annual General Meeting.
Definition of 'Independence' of Directors is in conformity with Section 149(6) of the Companies Act, 2013and the requirements of Listing Regulations. Based on the confirmation / disclosures received from theDirectors and on evaluation of the relationships disclosed, the following Non-Executive Directors areIndependent in terms of Section 149(6) of the Companies Act, 2013 and the requirements of ListingRegulations :-
1. Mr. Jasbir Singh Marjara
2. Mrs. Ruchi Chordia
3. Mrs. Pooja Solanki
4. Mrs. Radha Kumari
5. Ms. Parul Singh
The independent directors have submitted the declaration of independence, as required under section149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided insection 149(6) of the Companies Act, 2013.
According To Rule-5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014
Sr.no
Name of Directors
Designation
Ratio of remuneration ofdirector to medianremuneration of employees
%increase in thefinancial year
Govindji Gupta
Managing Director
1.223%
29.03%
Deepika Gupta
Executive Director
1.0147%
Hariom Sharma
Company Secretary
-
7.44%
Mukesh Bhatt
Chief Financial Officer
16.67%
Note-the percentage increase in the median remuneration of employees in the financial year is 7.27%.There were no employee in receipt of remuneration of ?1.02 crores Rupees per annum if employed forwhole of the year or ?8.50 Lakhs per month, if employed for part of the year, whose particulars arerequired to be given under Rule 5(2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
The remuneration paid to the directors and employees of the company is as per the remuneration policy ofthe company.
In compliance with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, the Companyhas established a Whistle Blower Policy / Vigil Mechanism Policy that enables the Directors and Employees
to report genuine concerns. The vigil mechanism provides for (a) adequate safeguards against victimizationof persons who use the vigil mechanism; and (b) direct access to the Chairperson of the Audit Committeeof the Board of Directors of the Company in appropriate or exceptional cases.
No complaint of this nature has been received by the Audit Committee during the year under review.
The Company is maintaining a website where the extract of Annual Return can be accessible. The Link ofthe website is www.sbcexportslimited.com or you may Click Here to Access the Annual Returns.
We are pleased to inform your Company continues to uphold its commitment to corporate socialresponsibility (CSR) and sustainable development. As part of our ongoing efforts to contribute to thewelfare of the community and environment, we have recently transferred the designated CSR amount inaccordance with Schedule VII of the Companies Act, 2013.
This transfer is aligned with the regulatory requirements and reflects our dedication to engaging inactivities that promote education, healthcare, environmental sustainability, and other socially beneficialinitiatives as outlined in Schedule VII.
As part of our commitment to social responsibility and sustainable development, we have transferred anamount of ^ 20,00,000/- (Rupees Twenty Lakhs Only) to Om Sarvodayam Sansthanam for the
implementation of the aforementioned project.
This transfer aligns with the objectives outlined in Schedule VII, which include specific areas such aseducation, healthcare, environmental sustainability etc. Please find enclosed the Annexure VI for thepurpose of detail CSR Expenditure.
We trust that these funds will be used effectively to achieve the intended impact and contribute to thewelfare of the community.
Objectives and Expected Outcomes
The primary objectives of this initiative include:
1. "To provide educational resources and infrastructure to schools in underdeveloped areas."
2. "To conduct health camps and provide essential medical services to communities lackinghealthcare access."
3. "To initiate tree plantation drives and promote sustainable agricultural practices among farmers."
4. Others as provided Under Schedule VII of the Companies Act, 2013.
The view this partnership as the beginning of a long-term relationship focused on creating sustainable andmeaningful change. We are open to exploring additional avenues of collaboration in the future, particularlyin areas that align with our CSR vision.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to Keybusiness objectives. Major risks identified by the Board and systematically steps taken to mitigate on acontinuous basis. The Company's internal control system is commensurate with the nature of its businessand the size and complexity of operations.
46. MAINTENANCE OF COST RECORDS
Pursuant to the provision of section 148 (1) of the Companies Act, 2013 read with the companies(Accounts) Rule, 2014 , the company is required to maintain cost record as specified by the central
Government and accordingly, such cost accounts and records are made and maintained by the companyduring the financial year under review.
During the year, the Company has reviewed its Internal Financial Control systems and has continuallycontributed to the establishment of a more robust and effective internal financial control framework,prescribed under the ambit of Section 134(5) of the Act. The preparation and presentation of the financialstatements is pursuant to the control criteria defined considering the essential components of InternalControl - as stated in the "Guidance Note on Audit of Internal Financial Controls Over Financial Reporting"issued by the Institute of Chartered Accountants of India.
The control criteria ensure the orderly and efficient conduct of the Company's business, includingadherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors,accuracy and completeness of the accounting records and the timely preparation of reliable financialinformation.
Based on the assessment carried out by the Management and the evaluation of the results of theassessment, the Board of Directors are of the opinion that the Company has an adequate Internal FinancialControls system that is operating effectively as of 31st March 2025.
Statements in this Directors' Report and Management Discussion and Analysis describing the Company'sobjectives, projections, estimates, expectations or predictions may be "forward-looking statements" withinthe meaning of applicable securities laws and regulations. Actual results may differ materially from thoseexpressed or implied. Important factors that could make difference to the Company's operations includeraw material availability and its prices, cyclical demand and pricing in the Company's principal markets,changes in Government regulations, Tax regimes, economic developments within India and the countriesin which the Company conducts business and other ancillary factors.
Your Board of Directors would like to place on record their sincere appreciation for the wholeheartedsupport and contributions made by all the employees of the Company as well as customers, dealers,agents, suppliers, Investors, consultants, bankers and other authorities for their continued support andfaith reposed in the Company. The Directors also thank the Central and State Government of India andconcerned Government Departments/ Agencies for their cooperation. The directors appreciate and valuethe contributions made by every member of the company.