b. (1) The company has only one class of issued shares i.e. Equity shares having par value of Rs. 10 per share . Each holder of equity shares is entitled to one vote per share and equal right for dividend. The dividend proposed by the board of directors is subject to the approval of shareholders in the ensuing general meeting, except in case of interim dividend . In the event of liquidation the entity shareholders are eligible to receive the remaining assets of the company after payment of all preferential amounts, in proportion to their shareholding.

(2) No member shall exercise any voting rights in respect of any share on which any calls payable , or in respect of which the company has exercise its right of lien.

* Since dissolved for which the company has filed Draft Scheme for selective reduction of the share capital of the Company before the Hon'ble National Company Law Tribunal, Delhi, refer note 32.

e. None of shares have been reserved for issue under options and contracts/commitments for sale of shares/disinvestment as at the balance sheet date.

f. None of the securities are convertible into shares at the end of the reporting period.

g. No calls are unpaid by any director or officer of the company during the year.

h. The Board of Directors of the Company on June 26, 2023 had approved a draft Scheme of Selective Capital Reduction (Scheme) under section 66 and 52 and other applicable provisions of the Companies Act, 2013 read with National Company Law Tribunal (Procedure for Reduction of Share Capital) Rules, 2016 (NCLT Rules) for selective reduction of the share capital of the Company by cancelling 20,40,000 equity Shares held by dissolved promoter SBEC Systems Limited (UK) . The Scheme has been cleared by the BSE Limited vide their letter dated July 24, 2024 and has been approved by Shareholders on September 28, 2024. Subsequently the Scheme was filed with the Hon’ble NCLT, Delhi on 4th February, 2025 and the approval is awaited.

a) Securities Premium

Securities Premium represent premium on issue of shares. The Reserve will be utilised in accordance with the provisions of the Companies Act, 2013. There is no movement in Securities Premium during the Current Year and the Previous Year.

b) Retained Earnings

Retained earnings are the profits that the Company has earned till date less dividends and other distributions to the shareholders.

14.1 Term Loan 1:

Term loan sanctioned for ^270 lakhs and disbursed ^229.4 lakhs (including Rs 92.34 lakhs till 31-03-2024) till 31-03-2025 .The total outstanding balance was ^204.56 lakhs on 31-03-2025 (^92.34 lakhs as on 31st March 2024). The loan carries interest linked to PLR (PLR: 10.75%, Present: 10%).

The loan is secured by (i) a charge by way of hypothecation on the Solar Plant Generation unit (Leased Asset) set up on the rooftop of Modi Industries Ltd - Electrode Division, Modinagar, Uttar Pradesh. (ii) personal guarantees from Shri Umesh Kumar Modi, Promoter.

Repayment schedule is fixed for 84 months after a moratorium of four months from the date of disbursement in 84 variable monthly instalments of principal along with interest, commencing from 31st July 2024 and ending on 30th June 2031.

There has been no default in repayment of Principal borrowings or payment of interest on the above loans till 31st March 2025.”

Term Loan 2:

The Company secured another term loan of ^192 lakhs, Rs 183.61 lakhs disbursed by 31st March 2025. As of 31st March 2025, the outstanding amount is ^ 183.61 lakhs. The loan is priced at an interest rate linked to PLR (PLR: 10.95%, Present: 10.25%).

It is secured via (i) hypothecation on the solar plant unit installed on the rooftop of the GSP Nutrition Division (ii) personal guarantees of Shri Umesh Kumar Modi, Promoter.

The repayment schedule starts after a moratorium period of six months from the disbursement date and is structured in 84 variable monthly instalments of principal and interest, commencing from 20th July 2025 and ending on 20th June 2032.*

There has been no default in repayment of Principal borrowings or payment of interest on the above loans till 31st March 2025.”

TERM LOAN 3:

Third Term Loan of ^85 lakhs was sanctioned and Rs 81.78 lakhs disbursed till 31st March 2025. The balance outstanding as on 31st March 2025 is ^81.78 lakhs. The interest applicable is PLR-based (PLR: 10.95%, Present: 10.25%).

This loan is secured by hypothecation on the solar power plant proposed to be installed at DMPS, Modinagar, and is supported by personal guarantees from Shri Umesh Kumar Modi, Promoter.

Repayment will commence post a moratorium of six months from disbursement and will be made in 84 equal monthly instalments of principal along with the due interest, beginning from 20th July 2025 till 20th June 2032.*

There has been no default in repayment of Principal borrowings or payment of interest on the above loans till 31st March 2025.”

14.2 Foreign Currency Loan

Unsecured Loan in Foreign Currency USD 10,04,944 has been taken from Occident Orient Company Limited incorporated having registered house at Les Cascades Cavell St.Port Louis in terms of the agreement dt 14.12.2005 entered between the company and the said body corporate(UK). The company has been declared as defunct w.e.f 13.12.2008. No provision for the interest has been made since 01-01-2009 (also refer Note no. 27(i)).

14.3 Demand Loan from Body Corporate

The interest on unsecured demand loan from the body corporate is payable @12% per annum calculated by compounding of interest accrued till the end of earlier quarter. There has been no repayment of principal or payment of interest during the current year net of TDS.

In terms of agreement dated 14th December 2005 entered with Occident Orient Company Limited, subject to approval of the Reserve Bank of India (RBI), interest of USD 2,81,974/- (Previous Year USD 2,81,974/-) for earlier years upto the FY 2008-09 is payable by the company on Foreign Currency Loan of USD 10,04,944. Pending approval of RBI, this liability is being shown as contingent liability.

(ii) Other money for which company is contingently liable

During the financial year 2014-15 the promoter group of SBEC Sugar Limited (Target Company) had acquired some equity shares of SBEC Sugar Limited resulting in an increase from 54.46% (2,59,51,083 Shares) as on June 30, 2014 to 63.86% (3,04,32,117 shares) as on September 30, 2014. In addition to the aforesaid acquisition, one of the lending promoters i.e. Moderate Leasing and Capital Services Limited had also acquired 1.31% of SBEC Sugar Limited during March 18, 2015 to March 23, 2015, which increased the shareholding of promoter group to 65.17% which was in violation of the SEBI (Substantial Acquisition of Shares and Takeovers) (SAST) Regulations, 2011. The Securities and Exchange Board of India had on September 17, 2018 issued directions to the Promoter group severally or jointly to make a public announcement to acquire the shares of Target Company in accordance with the provisions of the Takeover Regulations, 2011, within a period of 45 days from the date of the above mentioned order.

Against the said impugned SEBI order, M/S SBEC Systems (India) Limited had filed appeal no. 1 (No. 443/2018) before the Securities Appellate Tribunal, Mumbai.

The Hon'ble Securities Appellate Tribunal upon hearing the said Appeal vide its order dated January 29, 2020 had allowed the Appeal, whereby, the directions issued by SEBI for open offer vide order dated September 17, 2018 qua promoters namely SBEC System (India) Limited, Shri. Umesh Kumar Modi, Smt. Kumkum Modi, Shri. Jayesh Modi and Longwell Investment Private Limited had been set aside, however, the directions issued by SEBI for Open Offer vide order dated September 17, 2018 issued qua the promoters namely A to Z Holdings Pvt. Ltd. and Moderate Leasing & Capital Services Ltd. (the acquirer of the shares) had been modified in terms of Regulation 32(1)(b) and they had been directed to sell the shares acquired in violation of the SAST Regulation and to transfer the proceeds of the same to the Investor Protection Fund established under the SEBI (Investor Protection and Education Fund), 2009 within a period of 6 (Six) months from the date of the order i.e. from January 29, 2020.

In the meantime, the Securities Exchange Board of India filed a Civil Appeal bearing nos. 2995 - 2996 / 2020 before the Hon'ble Supreme Court of India on July 29, 2020 against the order dated January 29, 2020 passed by Hon'ble Securities Appellate Tribunal.

Furthermore, the promoters namely A to Z Holdings Pvt. Ltd. and Moderate Leasing & Capital Services Ltd. had also filed a Civil Appeal bearing no. 3002 / 2020 before the Hon'ble Supreme Court of India on August 11,2020 against the order passed by Hon'ble Securities Appellate Tribunal.

Hon'ble Supreme Court of India Vide Order dated 4th March, 2025 allowed the Appeal filed by SEBI and ordered that “The respondents shall, jointly and severally make a public announcement to acquire shares of SBEC Sugar Limited in accordance with the provisions of SEBI SAST Regulations, 2011 within a period of three months from the date of this order”.

In compliance with the order passed by Hon'ble Supreme Court of India SBEC Systems (India) Limited shall make the proposed

Public Announcement along with PACs to acquire 26% of the equity share capital of the SBEC Sugar Limited from the public shareholders in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

NOTE NO.: 28 Capital and other commitments (to the extent applicable):

Estimates amount of contract remaining to be executed on capital account and not provided for (net of advances) Rs.143.59 lakhs PY. Rs. 151.23 lakhs.

NOTE NO.: 29 Segment Reporting

The Management has identified two reportable business segments for the current year namely, Technical Services/Consultancy and Solar Power Generation and Distribution Unit.

NOTE NO.: 30 Related Parties Disclosures pursuant to compliance of Ind AS-24 on “Related Party Disclosures” were as under:

a) Enterprises Where Control Exists

SBEC Sugar Limited - reporting enterprise has substantial control

b) Enterprises that directly or indirectly controlled or are under common control with the reporting enterprises.

SBEC System limited (United Kingdom)

Mr. Umesh Kumar Modi

e) Relative of individual owning substantial interest and their Enterprises:

Mrs. Kumkum Modi, Mr. Abhishek Modi, Ms. Meghna Modi, Ms. Himani Modi , Mr. Jayesh Modi , Mrs Shreepriya Modi, Modi Arts Pvt Ltd., Modi Goods and Retail Services Pvt Ltd., Jai Abhishek Investments Pvt Ltd., Modi Diagnostics Pvt Ltd., Modi -Mundipharma Beauty Products Pvt. Ltd., Modi Senator (India) Pvt Ltd., First Move Management Services Pvt Ltd. , Beauty Products Lanka Pvt Ltd., Umesh Modi Corp Pvt Ltd., Modi-Mundipharma Healthcare Pvt. Ltd.(formerly known as Modi Omega Pharma (India) Pvt Ltd.), Modi Illva India Pvt Ltd., A to Z Holding Pvt Ltd., Longwell Investment Pvt Ltd. ,Bihar Sponge Iron Ltd., Modiline Travel Service Pvt Ltd., Modi Industries Ltd., Modi Hitech India Ltd.,., H.M.Tubes & Containers Pvt Ltd., Modi Motors Pvt Ltd., M.G. Mobile India Pvt Ltd., Bangladesh Beauty Products Pvt. Ltd, SBEC Bio Energy Ltd ., Meghna AutoWorks Pvt. Ltd., Mundipharma (Bangladesh) Pvt. Ltd., Mundipharma Trading Bangladesh Pvt. Ltd., SBEC Stockholding & Investment Ltd., Abhikum Leasing & Investments Pvt. Ltd., ABC Holding Pvt. Ltd., Kumabhi Investments Pvt. Ltd., Meghkum Leasing & Investment Pvt. Ltd., Technicast Engineers Ltd., M First Trading Pvt. Ltd., Dayawati Modi Public School*, Modi Arc Electrodes*, GS Pharmbutor Pvt. Ltd*, Kumkum Modi Public School*, Modi Hospital*, SBEC Sugar Limited*, Modi Mundipharma Pvt Ltd.*, Win Medicare Pvt Ltd*, Jayesh Tradex Pvt. Ltd*

* Indicates that during the period, there is transaction with these relatives and enterprises.

Defined Benefit Plan

The employees' gratuity fund scheme is a Defined Benefit Plan (DBP). The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The estimates of rate of escalation in salary considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.

NOTE 32: Reduction in Share Capital (refer Note 12)

The Board of Directors at their Board Meeting held on 26th June, 2023, the Scheme of Selective Capital Reduction was approved and submitted to the BSE Limited.

BSE on 24th July, 2024 has issued observation letter with ‘no adverse observations. Also, the Scheme remains subject to various statutory and regulatory approvals inter alia including approvals from the National Company Law Tribunal and the respective shareholders (in ensuing Annual General Meeting) and creditors of the companies involved in the Scheme, as may be required.

The Shareholders at the 35th Annual General Meeting held on September 28, 2024 have accorded their approval via Special Resolution for Reduction of Share Capital of the Company.

The Company has filed the Capital reduction Scheme with Hon'ble National Company Law Tribunal- New Delhi Bench and the matter listed before the Hon'ble National Company Law Tribunal (NCLT) on May 19, 2025; the legal representative of Registrar of Companies (ROC) requested a period of three weeks to submit the requisite report. The Hon'ble Tribunal granted the request and the matter has been adjourned till August 4, 2025.

NOTE 33: Financial Risk Management

The Company's financial assets are investment in lease receivable, investment in associate company, bank balance, trade receivables, cash and cash equivalents & financial liabilities comprise borrowings. trade payables and other payables only. The Company is an engineering and consultancy company and has been generating income from rendering scientific, technical, engineering, professional, commercial and all other types of skilled services dealing in designs, plans and specifications of all type of contracts turnkey or otherwise, assignments, process and undertake fabrication, erection, commissioning of projects and providing high-tech equipment to sugar and power industries.

The Company's activities expose to financial risk i.e. Liquidity Risk and Credit risk etc. The Board of Directors reviews and agrees policies for managing each of applicable type of financial risks, which are summarised as below:

Liquidity Risk:

The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk management implies maintenance of sufficient cash to meet the obligations as and when due.

The Company manages its liquidity risk by ensuring as far as possible that it will have sufficient liquidity to meet its short term and long-term liabilities as and when due. Anticipated future cash flows are expected to be sufficient to meet the liquidity requirements of the Company.

The following tables detail the Company's remaining contractual maturity for its non-derivative financial liabilities. The amount disclosed in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. The amounts are gross and undiscounted.

Credit Risk:

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. The Company has given assets on lease against which company is receiving lease rent regularly hence the Company is exposed to low level of credit risk from its leasing activity. The deposits with bank and other financial assets are generally not exposed to credit risk.

NOTE 34: Disclosure of Leases as per Ind AS 116

As a Lessor

34.1 The Company has entered into certain arrangements with its customers where the company has installed Solar Power plants on the rooftop of their customers' premises. The company has determined, that fulfilment of these arrangements is dependent on the use of a specific asset and the arrangement conveys a right to use these specific assets to the customers. Accordingly, these arrangements qualify as arrangements in the form of lease as specified in Ind-AS 116. Based on the evaluation of terms and conditions of these arrangements, such as the contract term constituting a major part of the economic life of the specific assets, purchase option, the fair value of the asset and that it has transferred the significant risks and rewards in these assets to the customers, these leases arrangements have been classified as finance leases as per Ind AS-116.

NOTE 36: Accounting Software

The company is maintaining books of accounts on Tally Accounting Software having features which records an “audit trail” of each and every transaction, creates an “edit log” of each change made in the books of account along with the date when such changes were made and ensures that the audit trail is not disabled and have been operated throughout the year. The audit trail has been preserved by the company throughout the year as per the statutory requirements.

Note 37 Additional information pursuant to provisions of Part II (Division II) of Schedule III of the Companies Act, 2013 (to the extent applicable).

(a) Undisclosed Income

The company has no such transaction which is not reported in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as search or survey or any other relevant provision of Income Tax, 1961).

(b) Corporate Social Responsibility

The company is not covered under any of the three conditions for the applicability of the provisions of corporate social responsibility as mentioned in the section 135 of the Companies Act 2013 and hence the disclosure requirements with respect to corporate social responsibility is not applicable to the company.

(c) Crypto Currency or Virtual Currency

The company has not traded or invested in Cryptocurrency or virtual currency during the current financial year.

NOTE 38: Additional Regulatory Information (to the extent applicable)

a) a) All the title deeds of immovable properties are held in the name of company as at the balance sheet date.

b) No item of property plant and equipment have been revalued during the current / earlier financial year as such the disclosure with respect to revaluation if any done based on the valuation by registered valuer as defined under the rule 2 of the Companies (Registered Valuer and Valuation) Rules, 2017 is not applicable.

c) The company does not have any Intangible asset as such revaluation of the same does not arise.

d) No loans or advances in the nature of loans are granted to the promoters, directors, KMPs and the related parties (as defined under Companies

Act,2013) either severally or jointly with any other person that are repayable on demand or without specifying any terms or period of repayment.

e) The company does not hold any benami property, where any such proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act,1988 (45 of 1988) and rules made thereunder.

f) The company has not borrowed funds from bank and financial institution on the basis of security of current assets during the current/previous year.

g) The company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

h) The company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act,1956.

i) The company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

j) The company has only one associate and it has complied with the number of layers prescribed under clause (87) of Section 2 of the Companies Act

read with the Companies (Restriction on Number of Layers) Rules, 2017.

k) Utilization of borrowed Funds and Share premium

The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall lend or invest in party identified by or on behalf of company (Ultimate beneficiaries).

l) The company has not received any fund from any party(s) (funding party) in the current year with the understanding that the company shall whether directly or indirectly lend or invest in other person or entities identified by or on behalf of company (“ultimate beneficiaries”) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries

Reasons for Variation

S. No. 1: During the current financial year, company has commenced the business of solar power generation resulting in increase in overall revenue, current assets and current liabilities which has the impact of favourable increase in current ratio.

S. No. 2: As stated at S. No. 1, there has been increase in overall revenue resulting into improvement in net worth. As a result, the debt-equity ratio has improved.

S. No. 4: Return on equity ratio in current year has increased due to effect of substantial increase in net profit for the year as compared with previous year.

S. No. 5: Since revenue from solar power generating unit have commenced from third and fourth quarter which has the effect of increased trade receivable leading into decrease in ratio.

S. No. 6: Increase in trade payables was mainly on account of expenditure incurred for installation of solar power generation unit for which receipt of long-term funds was slightly delayed resulting into decrease in this ratio.

S. No. 8: Net profit ratio has increased in current year due to effect of commencement of business of solar power generation unit resulting in overall increase in net profit.

S. No. 11: Return on Investment has increased in current year due to effect of commencement of business of solar power generation unit resulting in overall increase in net profit.

NOTE NO: 39 In the opinion of the Board of Directors current assets have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet and provisions for all known expected liability have been made.NOTE NO.: 40 The figures of the previous year have been reclassified according to current year classification whenever required.