The Board of Directors hereby present the report of business and operations of your Company ('the Company' or 'Sobhagya')
along with the Audited Financial Statements for the financial year (F.Y.) ended 31^st March, 2025.

1. Financial Summary/Highlights:

The highlights of the standalone performance of the Company during the fiscal year are given hereunder:

2. Overview & State of the Company's Affairs:

During the year under review, the Company achieved a
total income of Rs. 16,040.72 Lakhs, with a corresponding
profit of Rs. 1,553.08 Lakhs. This marks an increase from
the previous financial year, where the income stood at Rs.
12,010.61 Lakhs and the profit at Rs. 1,158.26 Lakhs. We
anticipate continued improvement in profit margins in the
coming years, driven by our strategic initiatives and a
comprehensive approach to fostering sustainable growth.

3. Dividend:

The Board of Directors does not recommend any
dividend on equity share capital for the financial year
2024-25.

4. Transfer to Reserves:

The Company has not transferred any amount to reserves
during the year under review.

5. Material Changes & Commitment affecting the
Financial Position of the Company:

During the period under review, there are no material
changes and commitments affecting the financial position
of the Company which have occurred between the end of
the financial year and the date of this report.

6. Significant & Material Orders passed by the
Regulators or Courts or Tribunals:

No significant or material orders have been passed against
the Company by the Regulators, Courts or Tribunals, which
impacts the going concern status and the Company's
operations in future.

7. Transfer of Un-claimed Dividend/Shares to Investor
Education and Protection Fund:

There is no such amount of Un-paid or Unclaimed
Dividend/Shares to be transferred to Investor and
Education and Protection Fund for the financial year ended
31^st March 2025.

8. Revision of Financial Statements:

There was no revision of the financial statements for the
year under review.

9. Change in the nature of business, if any:

There was no change in the nature of business during the
year under review.

Furthermore, the Company has received In-Principle
Approval from the Central Government vide letter dated
03rd February, 2025 for approval of Mining Plan and Mine
Closure Plan (first Modification) for MARKI MANGLI IV
COAL MINE located in Wardha Valley Coal Field under

Section 5 (2)(b) of the Mines & Minerals (Development &
Regulation) Act, 1957.

The Board of Directors of the Company in their meeting
held on Friday, 14th February, 2025 approved the detailed
action plan for further steps, including the application for
a mining lease, environmental clearance, land acquisition,
and other necessary statutory applications, approvals,
and permissions for the Marki Mangli IV Coal Mine.

The Board in their meeting held on Friday, 14th February,
2025, acknowledged that the Company has been
conferred the status of "Mega Project" by the
Government of Maharashtra vide an offer letter dated
03rd January, 2025 for its Proposed Integrated Steel Plant
,Mega Project for the manufacture of 1) Sponge Iron- 1000
TPD, 2) Induction Furnace- 1500 TPD, 3) Rolling Mill (Long
& Flat Products)- 1500 TPD & 4) WHRB Power Plant- 32
MW at Village- Konsari, Dist. Gadchiroli [a 'Naxalism
Affected Areas' zone] under the Package Scheme of
Incentives (PSI) 2019, GR No. PSI 2019/ CR.46/ Ind8 dated
16.09.2019 wherein the Company has proposed to invest
Rs. 837.94 Crores.

Following the issuance of the said offer letter, the
Company requested a revision of 5 years investment
period from the date of land allotment letter instead of
01.04.2023 to 31.03.2028. The Government of
Maharashtra has agreed to revise 5 years investment
period from the date of offer letter i.e. 03.01.2025 to
02.01.2030 as confirmed in an addendum issued on 4th
February, 2025.

In this regard, the Company has made an application for
allotment of 150 acres of Industrial land for 'Proposed
Integrated Steel Plant' manufacturing of Sponge Iron
Unit, Steel Processing unit at Gadchiroli District,
Maharashtra.

10. Deposits from public:

Your Company has not accepted any deposits from public
and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the date of
the balance sheet.

11. Subsidiary Companies:

Your Company has no subsidiaries as on 31^st March, 2025.

12. Selection and procedure for nomination and
appointment of directors:

The Company has a Nomination and Remuneration
Committee ('NRC') which is responsible for developing
competency requirements for the Board, based on the
industry and strategy of the Company. The Board
composition analysis reflects an in-depth understanding of
the Company, including its strategies, environment,
operations, and financial condition and compliance
requirements.

The NRC makes recommendations to the Board in regard
to appointment of new Directors and Key Managerial
Personnel ('KMP') and Senior Management. The role of the
NRC encompasses conducting a gap analysis to refresh the
Board on a periodic basis, including each time a director's
appointment or re-appointment is required. The NRC is
also responsible for reviewing the profiles of potential
candidates' vis-a-vis the required competencies;
undertake a reference and due diligence and meeting of
potential candidates prior to making recommendations of
their nomination to the Board.

The appointee is also briefed about the specific
requirements for the position including expert knowledge
expected at the time of appointment.

13. Criteria for determining qualifications, positive
attributes and Independence of a director:

In terms of the provisions of Section 178(3) of the
Companies Act 2013 ('the Act'), and Regulation 19 of the
SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 ('Listing Regulations'), the NRC has
formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key
features of which are as follows:

Qualifications - The Board nomination process encourages
diversity of thought, experience, knowledge, age and
gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as
prescribed in the Act, the Directors are expected to
demonstrate high standards of ethical behavior,
communication skills and independent judgment. The
Directors are also expected to abide by the respective Code
of Conduct as applicable to them.

Independence - A director will be considered independent
if he / she meets the criteria laid down in Section 149(6)

of the Act, the Rules framed thereunder and Regulation
16(1)(b) of the Listing Regulations.

14.Independent Director's Familiarization Programmes:

The familiarization program aims to provide the
Independent Directors with the scenario within the
Company's business activity, the socio-economic
environment in which the Company operates, the
business model, the operational and financial
performance of the Company, significant development so
as to enable them to take well-informed decisions in
timely manner. The familiarization programme also seeks
to update the Directors on the roles, responsibilities,
rights and duties under the Companies Act, 2013 and
other statutes.

The policy on Company's familiarization programme for
Independent Directors is hosted on your Company's
website and its web link is www.sobhagyaltd.com.

15. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and
under Regulation 17(10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015; the
Board of Directors has undertaken an annual evaluation of
its own performance, performance of its various
Committees and individual Directors. The manner in
which the evaluation has been carried out has been
explained in the Corporate Governance Report of the
Company which forms an integral part of this Annual
Report.

16. Managerial Remuneration and Particulars of
Employees:

The information required under Section 197 of the
Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is furnished in
Annexure- I and annexed to the Directors' Report.

Particulars of employees drawing remuneration in excess
of limits prescribed under Section 197 of the Companies
Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

There are no employees drawing remuneration of Rupees
One Crore and Two Lakhs or more per annum if employed
throughout the financial year or Rupees Eight Lakh and Fifty

Thousand per month if employed for part of the financial
year or draws remuneration in excess of Managing Director
or Whole time Director or Manager and holds by himself or
along with his spouse and dependent children, not less than
two percent of the equity shares of the Company.

17.Number of Board Meetings:

During the year, nine (9) meetings of the Board of Directors
of the Company were held on 16-04-2024, 27-05-2024, 09¬
08-2024, 14-08-2024, 05-09-2024, 20-09-2024, 13-11-2024,
03-01-2025, 14-02-2025.The details of the meetings are
furnished in the Corporate Governance Report of the
Company which forms an integral part of this Annual
Report.

18.Statutory Committees of the Board:

Currently, the Board has four Committees namely, the Audit
Committee, the Nomination and Remuneration Committee,
the Stakeholders' Relationship Committee and the
Corporate Social Responsibility Committee.

The detailed information with regard to the composition of
Board and its Committee(s) and their respective meetings
etc. are stated in the Corporate Governance Report of the
Company which forms an integral part of this Annual
Report.

19.Directors and Key Managerial Personnel:

Resignation:

During the year under review, Mr. Niresh Maheshwari (DIN:
06735182) tendered his resignation as Non-Executive
Independent Director of the Company with effect from 07^th
June 2024 along with his membership in various
Committees, where he served as a member.

Appointment and Re-appointment:

Mr. Rupesh Malpani (DIN: 08471166) was appointed as a
Non-Executive Independent Director, not liable to retire by
rotation, to hold office for a term of five consecutive years
commencing from 9^th August, 2024 up to 8^th August, 2029
(inclusive of both days), approved by the Board of Directors
in their meeting held on 09^th August, 2024 and subsequently
by the Members/ Shareholders of the Company in the 40^th
Annual General Meeting held on Monday, 30^th September,
2024 at 4.00 pm by way of special resolution.

Mr. Prashantkumar Lahoti (DIN: 00091140) was re¬
appointed as a Non-Executive Independent Director , not
liable to retire by rotation, to hold office for a second term

of 5 (five) consecutive years, on the Board of the Company
commencing from 21^st September, 2024 upto 20^th
September, 2029 (both days inclusive) approved by the
Board of Directors in their meeting held on 20^th September,
2024 and subsequently by the Members/ Shareholders of
the Company by postal ballot through remote e-voting on
14^th December, 2024.

Director liable to retire by rotation:

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company, Mrs.
Sonal Kirtikumar Bhangdiya (DIN: 03416775), Non¬
executive Non-Independent Director of the Company,
retires by rotation at the ensuing Annual General Meeting
and being eligible, offers herself for re-appointment.

Re-appointment of Managing Director:

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors at their
meeting held on 14^th August, 2025, have approved and
recommended to the members of the Company, the re¬
appointment of Mr. Shrikant Mitesh Bhangdiya (DIN-
02628216) as Managing Director of the Company for a
further term of five consecutive years with effect from 05^th
December, 2025 to 04^th December, 2030 (both days
inclusive).

The resolutions seeking Member's approval for the re¬
appointment form part of the Notice. The details of the
Director being recommended for re-appointment are
contained in the acCompanying Notice of the 41^st Annual
General Meeting.

Key Managerial Personnel:

Pursuant to the provisions of Section 2(51) and Section 203
of the Companies Act,2013 read with the Rules framed
thereunder, Mr. Shrikant Mitesh Bhangdiya, Managing
Director, Mr. Anil Khawale Ramrao, Chief Financial Officer
and Mrs. Shalinee Singh, Company Secretary and
Compliance Officer are the Key Managerial Personnel
('KMP') of the Company as on 31^st March 2025.

All related party transactions that were entered into
during the financial year were on arm's length basis and in
the ordinary course of business. In line with the
requirements of the Companies Act, 2013 and
amendment to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, all Related Party
Transactions have been approved by the Audit Committee
and reviewed by it on a periodic basis. The Related Party
transactions effected during the financial year are
disclosed in the notes to the Financial Statements, forming
part of this Annual Report. The policy on Related Party
Transactions as approved by the Board is available on the
Company's website at the link

https://www.sobhagyaltd.com/pdf/policy/Related%20pa
rty%20transactions%20policy.pdf

The Form AOC-2 pursuant to Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is annexed herewith as
Annexure- II to this report.

Further, the members approved the material related party
transaction(s) with MKS Constro-Venture Private Limited
for an aggregate value of upto Rs.115 crores, with B.K.
Buildcon for an aggregate value of upto Rs. 50 crores and
with R.B. Infra for an aggregate value of upto Rs. 40 crores
for the financial year 2024-25 by passing Ordinary
Resolution through postal ballot, only by voting through
electronic means ('remote e-Voting') on Thursday, 27^th
June, 2024.

The members approved the material related party
transaction(s) with MKS Constro-Venture Private Limited
for an aggregate value of up to Rs.250 crores, for the
financial year 2025-26 by passing Ordinary Resolution
through postal ballot, only by voting through electronic
means ('remote e-Voting') on Friday,20^th June, 2025.

21.Statutory Auditors:

M/s. Joshi & Shah, Chartered Accountants, Mumbai (Firm
Registration No. 144627W) were appointed as Statutory
Auditors of your Company at the 36^th Annual General
Meeting ('AGM') of the Company held on 30^th December,
2020, to hold office for a term of five consecutive years until
the conclusion of the 41^st AGM of the Company. Based on
the recommendation of the Audit Committee, the Board of
Directors, at their meeting held on 14^th August, 2025, have
approved and recommended to the members of the
Company, their re-appointment for a second term of five
consecutive years, to hold office from the conclusion of this
41^st AGM till the conclusion of the 46^th AGM of the
Company.

The Company has received confirmation from M/s. Joshi &
Shah, Chartered Accountants that they are not disqualified
from being appointed as the Statutory Auditors of the
Company.

The report given by the Auditors on the financial statements
of the Company is a part of the Annual Report.

The Auditors have not expressed a qualified opinion in their
Audit Report for financial year ended 31^st March, 2025.

The Statutory Auditors of the Company have not reported
any instances of fraud as specified under Section 143(12) of
the Companies Act, 2013.

22.Internal Auditors:

Pursuant to provisions of Section 138 read with Rule 13 of
the Companies (Accounts) Rules, 2014 and Section 179 read
with Rule 8(4) of the Companies (Meetings of Board and its
Powers) Rules, 2014; M/s. Ashish Mittal & Associates,
Chartered Accountants (Firm Registration No. 019185C),
Nagpur, were appointed as Internal Auditors of the
Company for the financial year 2024-25.

23. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 ('the Act') read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
based upon the recommendations of the Audit Committee,
the Board of Directors had appointed Mr. Parag Dasarwar,
Practicing Company Secretary, Nagpur to undertake the
Secretarial Audit of the Company for the financial year
2024-25. Parag Dasarwar, Company Secretaries,
Proprietorship converted into the Partnership Firm named
as PDTS & Associates, Company Secretaries as on 01-04¬
2025.

Pursuant to Regulation 24A of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 ('Listing
Regulations'), the Company has obtained Secretarial
Compliance Report from the Secretarial Auditors on
compliance of all applicable SEBI Regulations and
circulars/ guidelines issued there under.

Pursuant to the amended provisions of Regulation 24A of
the Listing Regulations requiring the appointment of
Secretarial Auditors by the Members of the Company, the
Board of Directors have approved and recommended the
appointment of M/s PDTS & Associates, Company
Secretaries (Firm Registration No.

P2025MH104400),Nagpur, as Secretarial Auditors of the
Company for a term of five consecutive years commencing
from F.Y. 2025-26 till F.Y. 2029-30, for approval of the
members at the ensuing Annual General Meeting.

M/s PDTS & Associates, Company Secretaries, have given
their consent to act as Secretarial Auditors of the
Company and confirmed that their aforesaid appointment
(if made) would be within the prescribed limits under the
Act & Rules made thereunder and the Listing Regulations.
They have also confirmed that they are not disqualified to
be appointed as Secretarial Auditors in terms of provisions
of the Act & Rules made thereunder and the Listing
Regulations.

24.Audit Reports:

Explanations or comments by the Board on every
qualification, reservation or adverse remark or disclaimer
made, if any —

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditors'
Report on the Accounts for the financial year ended 31^st
March, 2025 and has noted that the same does not have
any reservation, qualification or adverse remarks.
However, the Board decided to further strengthen the
existing system and procedures to meet all kinds of
challenges and growth in the market expected in view of
the rapid global challenges.

The Auditors' Report annexed with this Annual Report,
does not contain any qualification, reservation or adverse
remarks.

(b) Secretarial Audit Report:

The Secretarial Audit was carried out by Mr. Parag
Dasarwar, Practicing Company Secretary, for the financial
year ended 31^st March, 2025. The Report given by the
Secretarial Auditors is annexed herewith as Annexure -III
and forms integral part of this Report.

The observations and comments given by the Secretarial
Auditors in their report are self-explanatory and hence do
not call for any further comments under Section 134 of the
Companies Act, 2013.

25. Fraud Reporting:

During the Financial Year 2024-25, the Statutory Auditors
have not reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act,
2013.

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

The information as required under Section 134 (3) (m) of the
Companies Act 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive.
Adequate measures have been taken to conserve energy
wherever possible by using energy efficient computers and
purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

27. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the
year under review as stipulated under Regulation 34 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached, which forms part of this
Annual Report.

28. Risk Management Policy:

The Board of Directors has developed risk management
policy so as to identify elements of risk in different areas
of operations and to take necessary actions to mitigate
the risks. The major risks identified by the businesses and
functions are systematically addressed through mitigating
actions on a continual basis. The policy is available on the
Company's website at www.sobhagyaltd.com.

29. Corporate Governance:

The Company has taken adequate steps to ensure that all
mandatory provisions of Corporate Governance as
prescribed under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing
Regulation') are complied with.

As per Regulation 34(3) Read with Schedule V of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Report on Corporate Governance
along with certificate from Practicing Company Secretary
confirming the Compliance of the condition of Corporate
Governance as stipulated in the Listing Regulations, is
annexed and forms an integral part of this Annual report.

30. Code of Conduct for Prevention of Insider Trading:

In compliance with the provisions of the SEBI (Prohibition
of Insider Trading) Regulations, 2015, as amended, the
Company has formulated and adopted the revised 'Code of
Conduct to regulate, monitor and report trading by
designated persons in Listed or Proposed to be Listed
Securities' of the Company. The object of the Code is to set
up framework, rules and procedures to be followed, and
disclosures to be made while dealing with shares of the
Company. The code has been formulated to protect the
interest of shareholders at large and to prevent misuse of
any unpublished price sensitive information ('UPSI') and to
prevent any insider trading activity by dealing in shares of
the Company by its Directors, Designated Persons,
Employees and their immediate relatives and to maintain
the highest ethical standards of dealing in Company
securities.

The Company has also adopted the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information in line with the SEBI (Prohibition of
Insider Trading) Amendment Regulations, 2018 and Policy
and procedure for Inquiry into leak or suspected leak of
UPSI. Code of conduct for the prevention of insider trading
is available on the Company's website

www.sobhagyaltd.com.

31.Annual Return:

The Annual Return pursuant to the provision of Section 92
of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014,
is available on the website of the Company at
www.sobhagyaltd.com.

32.Stock Exchange

The Company's equity shares are listed on BSE Limited. The
Annual Listing Fees for the year 2025-2026 have been paid
to the Exchange.

33. Share Capital:

During the year under review, the authorized share capital
of the Company stood at Rs. 200,000,000/- (Rupees Twenty
Crores Only) divided into 20,000,000 (Two Crores) Equity
Shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the issued, subscribed, and
paid-up equity share capital of the Company increased from
Rs.24,00,000 (Rupees Twenty-four Lakhs only) divided into
2,40,000 (Two Lakh forty thousand) equity shares of Rs.
10(Rupees Ten Only) each to Rs.8,40,00,000 (Rupees Eight
Crore and forty Lakhs only) divided in 84,00,000 (Eighty-four
Lakhs) Equity Shares of Rs. 10 (Rupees Ten Only) each. The
increase in share capital was a result of the allotment of
equity shares made through a Rights Issue during the year.

34. Declaration of Independence:

The Company has received declarations from all the
Independent Directors of the Company under section
149(7) of the Companies Act, 2013, confirming that they
meet with criteria of independence as prescribed both
under sub-section (6) of Section 149 of the Companies Act,
2013 and under Regulation 16(1)(b) read with Regulation 25
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015.

Statement regarding opinion of the Board with regard to
integrity, expertise and experience (including the
proficiency) of the Independent Directors:

The Board of Directors is of the opinion that the integrity,
expertise and experience (including proficiency) of the
Independent Directors are satisfactory.

35. Policy on Directors appointment and Remuneration
and other details:

The Nomination & Remuneration Committee has framed
a policy for selection and appointment of Directors
including determining qualifications and independence of
a Director, Key Managerial Personnel ('KMP'), senior
management personnel and their remuneration as part of
its charter and other matters provided under Section
178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013,
the nomination and remuneration policy of the Company
which lays down the criteria for determining
qualifications, competencies, positive attributes and
independence for appointment of Directors and policies
of the Company relating to remuneration of Directors,
KMP and other employees is available on the Company's
website at

https://www.sobhagyaltd.com/pdf/policv/Nomination R
emuneration%20Policy.pdf

36. Directors' Responsibility Statement:

In accordance with the provisions of Section 134(5) of the
Companies Act, 2013, your Directors confirm that: -

(a) in the preparation of the annual accounts for the
financial year ended 31^st March 2025, the applicable
accounting standards and schedule III of the
Companies Act, 2013 have been followed along with
proper explanation relating to material departures, if
any;

(b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
your Company as on 31^st March 2025 and the profit
of the Company for the financial year ended 31^st
March 2025;

(c) proper and sufficient care have been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

(d) The annual accounts have been prepared on a going
concern basis;

(e) proper internal financial controls laid down by the
Directors were followed by the Company and that such
internal financial controls are adequate and were
operating effectively; and

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

37. Vigil Mechanism/Whistle Blower Policy:

The Company has adopted Whistle Blower policy/Vigil
Mechanism. The details of establishment of such
mechanism are provided in the Report on Corporate
Governance which forms an integral part of this Annual
Report and also available on the website of the Company at
https://www.sobhagyaltd.com/pdf/policv/Whistle%20blo
wer%20policy.pdf

38. Employee Stock Option Scheme:

The Company has not issued any equity shares under
Employees Stock Option Scheme during the year under
review and hence no information as per provisions of
Section 62(1)(b) of the Companies Act, 2013 read with Rule
12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 is required.

39. Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility
('CSR') Policy of the Company and the initiatives undertaken
by the Company on CSR activities during the year are set out
as Annexure- IV to this report in the format prescribed in
the Companies (CSR Policy) Rules, 2014. For other details
regarding the CSR Committee, refer to the Corporate
Governance Report, which is a part of this Annual Report.
The CSR policy is available on the website of the Company
athttps://www.sobhaavaltd.com/pdf/policv/CSR Policy S
ML.pdf

40.Secretarial Standards:

The Company is in compliance with Secretarial Standards
issued by the Institute of Company Secretaries of India on
Meetings of the Board of Directors and General Meetings.

The properties and assets of your Company are
adequately insured.

42.Particulars of loans, guarantees and investments
under section 186 of the Companies Act, 2013:

The details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.

43.Internal Financial Control Systems:

Your Company has well laid out policies on financial
reporting, asset management, adherence to management
policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an
exhaustive budgetary control and standard costing
system. Moreover, the Management team regularly
meets to monitor goals and results and scrutinizes reasons
for deviations in order to take necessary corrective steps.
The Audit Committee which meets at regular intervals also
review the internal control systems along with the
Management and the Internal Auditors. The internal audit
is conducted at the Company and covers all key areas. All
audit observations and follow up actions are discussed
with the Management and also with the Statutory
Auditors and are consistently reviewed by the Audit
Committee.

44. Prevention of Sexual Harassment at Workplace:

The Company has adopted a Policy on Prevention,
Prohibition, and Redressal of Sexual Harassment at
workplace.

This is in line with provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ('POSH Act') and the Rules made
thereunder. A Committee has been set up to redress
complaints received regarding Sexual harassments.
During the year under review, there were no Complaints
pertaining to sexual harassment.

45. Compliance with the provisions of the Maternity
Benefit Act, 1961

During the year under review, the Company has complied
with the provisions of the Maternity Benefit Act, 1961, and
the rules made thereunder, as amended from time to time.
All eligible women employees are provided maternity leave
and other benefits in accordance with the applicable
provisions of the Maternity Benefit Act, 1961.

46. The Details of the difference between the amount of the
Valuation done at the time of One-Time Settlement and the
Valuation done while taking a loan from the Banks or
Financial Institutions along with the reasons thereof.

The disclosure under this clause is not applicable as the
Company has not undertaken any one-time settlement with
the banks or financial institutions.

47. The Details of an application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016
during the year along with their status as at the end of the
Financial Year.

During the year under review, the Company has not made or
received any application under the Insolvency and
Bankruptcy Code, 2016 and there is no proceeding pending
under the said Code.

48. Rights Issue

On 12^th August, 2023, the Board of Directors approved the
raising of funds through the issuance of equity shares of the
Company for an amount not exceeding Rs. 25 crores by way
of a rights issue to the eligible equity shareholders of the
Company. The draft letter of offer dated 18^th October, 2023
duly approved by the Rights Issue committee was filed by the
Company with Securities and Exchange Board of India ('SEBI')
and BSE Limited ('BSE') for an amount aggregating up to Rs.
1900.00 lakhs on a Rights basis to the eligible equity
shareholders of the Company.

The Company received letter dated 26^th December, 2023
from BSE granting in-principle approval for undertaking the
Issue.

On 16th April, 2024, the Board of directors approved the
various terms of the Rights Issue and Letter of Offer for the
Rights Issue. The issue was opened for the eligible equity
shareholders from Monday, 06^th May, 2024 to Tuesday 21^st
May, 2024 and pursuant to the finalization of the Basis of
Allotment of the Rights Issue, in consultation with the
Designated Stock Exchange, BSE Limited, the Board of
Directors approved the allotment of 81, 60,000 Fully Paid -
up Equity Shares at a price of Rs.21 per Rights Equity Share
(including a premium of Rs. 11 per Right Equity Share and
face value Rs. 10 each) aggregating to Rs. 1713.60 Lakhs, to
all the Eligible Equity Shareholders in the ratio of 34 (Thirty-
Four) Rights Equity Shares for every 1(One) Equity Share
held by an Eligible Equity Shareholder of the Company on
27th May, 2024 and obtained the listing approval from BSE
Limited on 30^th May, 2024 and trading approval on 31^st May,
2024.

The proceeds of the said issue have been utilised for the
objects stated in the Letter of Offer dated 16^th April 2024
towards inter alia, working capital requirements, general
corporate purposes and expenses related to the Issue.

49.Green Initiative:

In the line with the 'Green initiative', the Company has
affected electronic delivery of the Annual Report 2024- 25
are sent to all members whose email addresses are
registered with Depository Participants/ M/s Purva
Sharegistry (I) Private Limited (Company's Registrar and
Share Transfer Agent). Your Company would encourage
other Members also to register themselves for receiving
Annual Report in electronic form.

50.Other Disclosures:

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to
dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to
employees of the Company under any scheme save and
except ESOS referred to in this Report.

c) Neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

51.Appreciation & Acknowledgement:

Your Directors place on record their appreciation for the
overwhelming co-operation and assistance received from the
investors, customers, business associates, bankers, vendors,
as well as regulatory and governmental authorities.

Your Directors also thank the employees at all levels, for their
contribution towards the growth of the Company.

Your Directors also wish to place on record their
appreciation for business constituents, banks and other
financial institutions and shareholders of the Company for
their continued support for the growth of the Company.

For and on behalf of the Board of Directors of
Sobhagya Mercantile Limited

Sd/- Sd/-

Shrikant Bhangdiya Sonal Bhangdiya

Managing Director Director

(DIN: 02628216) (DIN: 03416775)

Place: Nagpur
Date: 14^th August, 2025