Your directors are pleased to present the 31st Annual Report on the
business and operations of the Company together with the Audited
Financial Statements for the year ended March 31, 2024.

1. Financial Performance of the Company:

A summary of the Company's financial results for the Financial Year
2023-24 is as under

(Amount in Lacs.)

2. Operational Review:

During the year under review, the Company has earned total
income of Rs. 46.24 lacs which also comprising of operational
income of Rs. 5.50 lacs from consultancy services. Other income
generated of Rs. 40.74 lacs were 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. 0.21 lacs. (previous year it
was Rs. 1.20 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, 2024 stood at 720
Lakhs. 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, 2024, 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. 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.

9. Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going
concern status and company's operations in future:

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

10. 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.

11 Board of Directors: Mr. Bhavin Mashruwala and Mr. A. C. Patel,
Independent Directors of the Company were re-appointed at the
26th Annual General Meeting held on 23rd September, 2019 as
such for the second term of five (5) consecutive years and as per
their term of appointment, their last term of appointment is about
to expire in the forthcoming AGM. Board members are in process of
appointing eligible persons as Additional Directors in place of
retiring Directors.

12. Board Meetings: During the year, four Board meetings were duly
convened and held. The following are the dates on which the board
meetings were held-

(1)29th April, 2023 (2) 22nd July, 2023 (3) 25th October, 2023 (5)
31st January, 2024

There is no Change in composition during the year.

13. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company-

1. Mr. Vipul H. Raja- Chairman and Managing Director

2. Mrs. Nidhi Shah- Company Secretary

3. Mr. Manish H. Mishra- Chief Financial Officer

14. Committees: The 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- During the year under review, the members of
Audit Committee met 4 times in a year as per following-

(b) Nomination and Remuneration Committee- The members of
Nomination & Remuneration Committee met 1 time during the
year. Following is the Composition of Nomination & Remuneration
Committee-

(c) Stakeholders' Relationship Committee- The members of
Stakeholders' Relationship Committees met twelve times during
the year i.e. 29th April, 2023, 31st May, 2023, 30th June, 2023,
31st July, 2023, 31st August, 2023, 30th September, 2023, 31st
October, 2023, 30th November, 2023, 30th December, 2023, 31st
January, 2024, 29th February, 2024 and 30th March, 2024.
Following is the Composition of Stakeholders' Relationship
Committee-

15. 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. The policies are reviewed
periodically by the Board and updated based on need and new
compliance requirements.

16. 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, 2023 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.

17. 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

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

18. 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 Company's
code of Conduct or ethics policy. The same is available on the
website of the Company.

19. 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.

20. 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 Company's end.

21. 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 Company's 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.

22. Related Party Transactions:

Company has executed Leave and License agreement 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.

23. 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.

24. Director's Responsibility Statement:

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

(a) in the preparation of the annual accounts, as far as possible and to
the extent mentioned by the Auditors in their report, the applicable
accounting standards has been followed and no material departure
has been made from the same;

(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 affair of the Company at the end of the financial year and
of the profit or 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 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.

25. Declaration as to Independent Directors:

(Pursuant To Provisions of Section 149(6) of the
Companies Act 2013).

All the Independent Directors of the Company do hereby declare
that:

(a) All the Independent Directors of the Company are neither
Managing Director, nor a Whole Time Director nor a Manager or a
Nominee Director.

(b) All the Independent Directors in the opinion of the Board are
persons of integrity and possesses relevant expertise and
experience.

(c) (i) Independent Directors are or were not a Promoter of the

Company or its Holding or subsidiary or associate company.

(ii) Independent Directors are or were not related to promoters or
directors in the company, its holding, subsidiary or associate
company.

(d) Independent Directors have or had no pecuniary relationship with
the company, its holding, subsidiary or associate company or their
promoters or directors, during the two immediately preceding
financial years or during the current financial year.

(e) None of whose relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary, or associate
company, or their promoters, or directors, amounting to two per
cent or more of its gross turnover or total income or fifty lakhs
rupees or such higher amount as may be prescribed, whichever is
lower, during the two immediately preceding financial years or
during the current financial year,

(f) Independent Directors, neither himself, nor any of his relatives,

i. Holds or has held the position of a key managerial personnel or
is or has been employee of the company or its holding,
subsidiary or associate company in any of three financial years
immediately preceding the financial year in which he is
proposed to be appointed.

ii. Is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the financial
years in which he is proposed to be appointed, of -

(A) A firm of auditors or company secretaries in practice or
cost auditors of the company or its holding, subsidiary or
associate company; or

(B) Any legal or a consulting firm that has or had any
transaction with the company, its holding, subsidiary or
Associate company amounting to ten per cent, or more of
the gross turnover of such firm;

iii. Holds together with his relatives less than two per cent shares
or total voting power of the company; or

iv. Is a Chief Executive or director, by whatever name called, or any
non-profit organization that receives twenty five per cent or
more of its receipts from the Company, any of its promoters,
directors or its holding, subsidiary or associate company or that
holds two per cent or more of the total voting power of the
company; or

(g) Independent Directors possesses such qualifications as prescribed.

(h) All Independent Directors of the Company has registered
themselves with the databank of Independent Director as per
guidelines by Ministry of Corporate Affairs. Considering experience
of the Directors, they are exempted from examination process.

26. 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.

27. Dematerialization of securities:

Your Company's 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 2024 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.

Transfer of securities only in demat form- SEBI has mandated that
except in case of transmission or transposition of securities,
requests for effecting transfer of securities shall not be processed
unless the securities are held in the dematerialized form with a
depository. Hence, w.e.f. 1st April, 2019, no Company can transfer
shares in physical mode.

28. 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.

29. 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 33rd 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

30. 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.

31. 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.

32. Secretarial Auditor and report thereon:

M/s Kamlesh M. Shah, Practicing Company Secretary is appointed
as Secretarial Auditor for the financial year 2023-2024 as per
Section 204 of the Companies Act, 2013 and Secretarial Audit
report (Form MR-3) is part of the Board's 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.

33. 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, 2023 is uploaded on the website of
the Company and can be accessed at

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

34. 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.

35. Disclosure 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 Director's Remuneration- Nil

Managerial Remuneration Expenses (includes CS and CFO)- Rs.
7,70,000/-

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 minimum
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 minimum.

iv) The number of permanent employees (including MD, CS and
CFO)as on 31st March, 2024 is four.

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 there is minimum
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