SG Mart Ltd

  • BSE Code : 512329
  • NSE Symbol : SGMART
  • ISIN : INE385F01024
  • Industry :TRADING

up-arrow 364.70 1.75(0.48%)

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Directors Reports

To the members of

SG Mart Limited,

Your Directors have pleasure in presenting the Fortieth (40th) Annual Report on the business and operations of your company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2025.

1. Financial summary/state of affairs:

The Company's financial performance for the year under review along with the previous year's figures is given hereunder:

( C In crore)

Consolidated

Standalone

Particulars

FY 2024-25 FY-2023-24 FY 2024-25 FY 2023-24
Revenue from Operations 5856.17 2682.90 5511.59 2682.90
Add : Other income 80.20 31.63 84.04 31.63
Total revenue 5936.37 2714.53 5595.63 2714.53
Profit before Depreciation, Finance Costs and Tax Expense 183.29 93.45 172.37 93.55
Less : Finance cost 43.89 11.63 43.77 11.63
Less : Depreciation and amortization 2.08 0.51 2.01 0.51
Profit before tax (PBT) 137.32 81.31 126.59 81.41
Less : Tax expense 33.89 20.37 32.69 20.37
Profit after tax for the year (PAT) 103.43 60.94 93.90 61.04

The Company's consolidated gross turnover in the financial year 2024-25 increased significantly by 118% from C2,682.90 crores to C5856.17 crores. The EBIDTA (excluding other income) has increased by 67% from C61.82 crores to C103.09 crores in the year under review. The consolidated net profit of the Company has also increased by 70% from C60.94 crores to C103.43 crores during the year under review.

2. Dividend

Your Board of Directors has decided not to recommend any dividend for the financial year 2024-25 in order to conserve resources for future business requirements and growth initiatives.

In terms of Regulation 43A of the SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), your Board of Directors formulated and adopted Dividend Distribution Policy. During the year, there have been no changes to the said Policy.

The Dividend Distribution Policy is available on the website of the Company at https://sgmart.co.in/investor-relations/

3. Transfer to Reserves

The Board of Directors of your Company, has decided not to transfer any amount to the Reserves for the year under review.

4. Overview

India's economy grew 6.5% in FY25, powered by strong consumer demand, rising rural consumption, and robust services and high-value manufacturing exports. Infiation moderated to 4.6% (from 5.4% in FY24), prompting a 50 bps repo rate cut and supporting a pro-growth monetary stance. The PMI hit 58.1 in March, signalling sustained private sector momentum.

Investment activity remained buoyant, with GST collections up nearly 10%, reflecting healthy demand and improved compliance. The external sector strengthened, led by 11.6% growth in service exports and an 18% rise in FDI, deepening India's global integration.

FY26 growth is projected to be 6.3%–6.8%, although geopolitical risks, trade disruptions, and domestic challenges, such as soft urban demand and inflationary pressures, warrant a measured outlook.

4.1 Business Performance

In its second year of operations, SG Mart achieved robust financial performance, showcasing the Company's strong market presence and operational efficiency. The Company generated _58.6 Bn in revenue, reflecting significant market demand and effective business strategies. The EBITDA, excluding other income, stood at

C1.03 Bn, translating to an EBITDA margin of 1.76%. This efficiency is further highlighted by a net profit of _1.03 Bn and a net margin of 1.76%.

The Company's cash profit was a healthy _1.06 Bn, and they closed the financial year with a net cash position of _4.6 Bn. The Company closed FY25 with a net working capital cycle of 30 days, which was elevated primarily due to advances extended to steel suppliers towards the end of March 2025. The Company remains focused on improving working capital efficiency and expects a more optimal position to be reflected within the first quarter of FY26. The Company's Return on Capital Employed (ROCE) was an impressive 22%, while the Return on Equity (ROE) was 9%, despite the equity infusion during the year.

The year also saw a significant expansion in their customer, vendor base and SKU's. By the end of FY25, the Company had successfully onboarded over 2,257 customers and 225 vendors and had 3,500+ SKUs. This reflected their growing market influence and ability to foster strong business relationships.

4.2 Possibilities and Prospects

India's infrastructure and construction sectors are experiencing strong, sustained growth, unlocking major opportunities for SG Mart.

The infrastructure market is projected to reach US$280.6 billion by 2030, growing at a CAGR of 8.0%. In the 2024–25 Union Budget, the government raised its infrastructure capital outlay to _11.11 lakh crore (3.4% of GDP), with a sharp focus on transport and logistics.

Meanwhile, the construction sector is accelerating, driven by affordable housing initiatives and increased support for small builders. India is on track to become the world's third-largest construction market, with an expected value of US$1.21 trillion by 2025.

This momentum is fueling demand for construction materials, positioning SG Mart to expand its footprint and capture greater market share in the years ahead.

5. Material Events

5.1 Change of Registered Office

During the year under review, the registered office of the Company was shifted from ‘Unit No. 705, GDITL Tower Plot No. B-8, Netaji Subhash Place, Pitampura, Shakur Pur I Block, North West Delhi, Delhi, India – 110 034' to ‘House No. 37, Ground Floor, Hargovind Enclave, Vikas Marg, East Delhi, Delhi – 110092.'

5.2 Change in Nature of Business: Alteration of Memorandum of Articles

The Company is engaged in the business of trading and distribution of building material products, as set out in Clauses 3 and 4 of the Main Objects under Clause III(A) of its Memorandum of Association. However, Clauses 1 and 2 of the Main Objects reflected activities related to power generation and distribution, which are no longer pursued by the Company.

In line with the evolving business landscape and the Company's long-term strategic vision, the Board of Directors, at its meeting held on January 23, 2025, approved the proposal to substitute the Clauses 1 and 2 of the Main Object Clause with new objects. These new business activities include metal processing and manufacturing, specializing in the heat and cold treatment of metals, production of metal components and products, and the manufacturing of solar mounting structures. The said alteration was approved by the Members vide postal ballot on February 27, 2025.

The decision to expand into these sectors has been made with the intent to diversify the Company's revenue streams and position it in high-growth industries such as construction, automotive, manufacturing, and particularly renewable energy—one of the fastest growing sectors in the country. The new business lines are expected to enhance market presence, improve margins through customized and value-added offerings, and unlock long-term growth opportunities, including potential expansion into global markets.

It is important to note that the Company shall continue to pursue its existing business of trading and distribution of building material products alongside the new business activities. The alteration of the Memorandum of Association aligns with the Company's vision to capitalize on emerging opportunities and deliver sustainable value to all stakeholders.

6. Internal Financial Control

The Company has in place adequate internal financial controls as referred in Section 134(5)(e) of the Companies Act, 2013 ("the Act"). For the financial year ended March 31, 2025 the Board is of the opinion that the Company had sound Internal Financial Controls commensurate with the size and nature of its operations and are operating effectively and no reportable material weakness was observed in the system during the year.

Based on annual Internal Audit programme as approved by Audit Committee of the Board, regular internal audits are conducted covering all offices and key areas of the business. The findings of the internal auditors are placed before Audit Committee, which reviews and discusses the actions taken with the management. The Audit Committee also reviews the effectiveness of company's internal controls and regularly monitors implementation of audit recommendations.

There are existing internal policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

7. Annual Return

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return, as required under Section 92 of the Act for the financial year ended March 31, 2025, is available on the Company's website of the Company and can be accessed at https://sgmart.co.in/investor-relations/.

8. Subsidiary Companies, Joint Ventures and Associates

The Company have two wholly-owned subsidiaries as on March 31, 2025, namely SG Marts FZE (incorporated in Dubai, UAE). Further during the year under review, the Company has incorporated a wholly owned subsidiary, namely SG Super 101 Private Limited on August 6, 2024 to engage in metal processing and manufacturing, specializing in the heat and cold treatment of metals, production of metal components and products. The subsidiaries are fully held by the Company and aligns with its long-term strategic objectives.

As per the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, where applicable, will be available for inspection during regular business hours at the Company's registered office at House No. 37, Ground Floor, Hargovind Enclave, Vikas Marg, East Delhi, Delhi – 110092 and the same are also available at its website i.e. https://sgmart.co.in/investor-relations/ .

Further, your Company has no associate companies or joint venture companies.

Key updates on subsidiaries of the Company

During the year under review, SG Marts FZE, a wholly owned subsidiary of the Company, commenced its operations and generated revenue from operations amounting to C473.84 crore. Furthermore, the paid-up capital of the subsidiary was increased from C11 lakhs to C167.16 crore.

9. Deposits

Your Company neither accepted nor renewed and/or was not having any outstanding public deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under report.

10. Share Capital

As on March 31, 2025, the authorized share capital of the Company stood at C15 crore divided into 15 crore equity shares of face value of C1 each.

Your Company on November 23, 2023 allotted 7,23,000 Fully Convertible warrants of face value of C10/- each pursuant to members' approval dated October 24, 2023, the said warrants were convertible into equivalent number of equity shares of face value of C10/-each, but after sub-division of the face value of equity shares from C10/- to C1/- and issuance of Bonus shares in the ratio 1:1 after the sub-division, the conversion ratio changed from 1:1 to 20:1. Subsequently during the financial year under review, your Company allotted:

a. 5,15,000 equity shares of face value of C1 each on July 11,

2024 pursuant to conversion of 25,750 convertible warrants; b. 2,00,000 equity shares of face value of C1 each on November 4,

2024 pursuant to conversion of 10,000 convertible warrants; c. 1,27,000 equity shares of face value of C1 each on March 15,

2025 pursuant to conversion of 6,350 convertible warrants. Consequent to which, the issued and paid-up share capital of the Company stands at C11,23,82,000 (Rupees Eleven Crores Twenty Three Lakhs Eighty Two Thousand only) divided into 11,23,82,000 (Eleven Crores Twenty Three Lakhs Eighty Two Thousand only) equity shares of face value of _1 each.

Post closure of the financial years 2024-25, on May 26, 2025 the entire unconverted warrants i.e. 6,80,900 were converted into 1,36,18,000 equity shares of face value of C1 each.

Consequent to which, the issued and paid-up share capital of the Company stands at _12,60,00,000 (Rupees Twelve Crores Sixty Lakhs only) divided into 12,60,00,000 (Twelve Crores Sixty Lakhs only) equity shares of face value of C1 each.

The Company has neither issued shares with differential voting rights nor has issued any sweat equity shares.

11. Board of Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Articles of Association of the Company, Shri Amit Thakur (DIN: 10732682) will retire at the ensuing Annual General Meeting ("AGM") and being eligible, offer himself for reappointment.

The Company has a balanced and diverse mix of Executive and Non-Executive Directors and the composition is in conformity with requirements under the Act and the Listing Regulations. As on March 31, 2025, the Board of Directors consists 7 (Seven) directors of which 2 (Two) are Executive Directors and 5 (Five) are Non-Executive Independent Directors.

Based on the recommendation of Nomination & Remuneration Committee, the Board of Directors in its meeting held on April 16, 2024 appointed Shri Dukhabandhu Rath (DIN: 08965826)

& Ms. Neeru Abrol (DIN: 01279485) as Additional Director (Non-executive Independent Director) with effect from April 16, 2024. Their appointments were subsequently approved by the Members of the Company through Postal Ballot on July 13, 2024.

Further, based on the recommendation of Nomination & Remuneration Committee, the Board of Directors in its meeting held on August 9, 2024 appointed Shri Amit Thakur (DIN: 10732682) as Additional Director (Whole Time Director) and Shri Anil Kumar Bansal (DIN: 06752578) as Additional Director (Non-executive Independent Director). Their appointments were subsequently approved by the Members of the Company in the 39th AGM held on September 28, 2024.

Based on the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on July 25, 2025 had appointed Shri Arun Agarwal (DIN: 10067312) as Additional Director in the capacity of Non- Executive Director of the Company. The Board has now recommended their appointment as Non-Executive Director with effect from July 25, 2025, liable to retire by rotation, for the approval of the shareholders at the said AGM.

The Company has received consent and requisite disclosures, etc. All the details required to be disclosed in connection with the appointment/re-appointment of Directors as above, are appearing in the Notice of AGM.

Shri Shiv Kumar Bansal (DIN: 09736916) Executive Director (Joint MD), resigned from the Board with effect from closure of business hours July 31, 2025, due to personal reasons. The Board places on record deep appreciation for his valuable advice and exceptional guidance.

Smt Meenakshi Gupta (DIN: 01158825), Non-Executive Director, resigned from the Board with effect from the closure of business hours on August 9, 2024, due to personal reasons. The Board places on record deep appreciation for her valuable advice and exceptional guidance.

Further, post closure of the financial year, the tenure of Mr. Arihant Chopra (DIN: 09436637) was completed on May 25, 2025, and accordingly, he ceased to be a Director of the Company with effect from May 25, 2025. The Board places on record deep appreciation for his valuable advice and exceptional guidance.

The Company has received declaration from all the existing Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of SEBI Listing Regulations. In the opinion of the Board, the Independent Directors of the Company possess the requisite expertise skill and experience (including the pro_ciency) and are persons of high integrity and repute as well as are independent of the management.

Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed validity of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.

The Board of Directors of the Company convened and held 4 (Four) meetings during the financial year ended March 31, 2025.

For detailed information on the Board of Directors and KMPs, please refer the ‘Report on Corporate Governance'.

12. Particulars of Remuneration

The statement of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as

Annexure A' ‘ .

The Non-Executive Directors, including Independent Directors, are remunerated through sitting fees. These fees are based on the number of meetings attended by the directors, including meetings of the Board, Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee, and Corporate Social Responsibility Committee. Additionally, sitting fees are also paid for separate meetings of Independent Directors. The details of sitting fees paid during the period under review are provided in the Report on Corporate Governance, which is annexed as Annexure E to the Boards' Report.

Further, as per second proviso to Section 136(1) of the Act read with Rule 5(2) and 5(3) of the aforesaid Rules, the Board's Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as required under Rule 5(2) of the aforesaid Rules.

Any member interested in obtaining such particulars may write to the Company Secretary. The said information is available for inspection at the registered office of the Company during working days of the Company up to the date of the ensuing annual general meeting.

13. Auditors and Auditors' Report

13.1 Statutory Auditors

M/s. Ashok Kumar Goyal & Co., Chartered Accountants (Firm Registration number: 002777N) tendered their resignation from the office of Statutory Auditors of the Company effective from April 16, 2024.

On April 16, 2024 the Company appointed M/s Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No: 001076N/ N500013) as Statutory Auditors' of the Company on April 16, 2024, to fill the casual vacancy in the office of the Statutory Auditors to hold office till the conclusion of the 39th Annual General Meeting. This appointment was approved by the Members through Postal Ballot on July 13, 2024.

Further the Members in the AGM held on September 28, 2024 appointed M/s Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No: 001076N/N500013) as Statutory Auditors of the Company to hold office from the conclusion of the 39th annual general meeting till the conclusion of the 44th Annual General Meeting to be held in the year 2029.

The Auditors' Report on the standalone and consolidated financial statements for the FY 2024-25 do not contain any qualification, reservation or adverse remark requiring any explanation on the part of the Board. The observations given therein read with the relevant notes are self-explanatory. There are no frauds reported by the Auditors under section 143(12) of the Act.

13.2 Cost Auditors

During the financial year 2024-25, the provisions related to maintenance of cost accounts and records under Section 148 of the Companies Act, 2013 were not applicable to the Company.

13.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors in its meeting held on April 16, 2024 had appointed Parikh & Associates, Company Secretaries in practice as Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial year 2024-25.

The report given by them for the said financial year in the prescribed format is annexed to this report as 'Annexure B'. The Secretarial Audit Report is self- explanatory and does not contain any qualification, reservation or adverse remark.

Further, pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s. Parikh & Associates, Peer Reviewed Firm of Company Secretaries in Practice (FRN: P1988MH009800) as Secretarial Auditors of the Company for a term of upto 5 (Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 45th (Forty Fifth) AGM of the Company to be held in the Year 2030, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of M/s Parikh

& Associates, Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

M/s Parikh & Associates, Company Secretaries in Practice, 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 SEBI 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 SEBI Listing Regulations.

13.4 Internal Auditors

Pursuant to the provisions of Section 138 of the Act, the Board of Directors had appointed M/s Protiviti India Member Private Limited, Chartered Accountants as Internal Auditor's to carry out the Internal Audit of the Company.

14. Related Party Transactions

During the financial year ended March 31, 2025, all contracts, arrangements, or transactions entered into by the Company with related parties were undertaken in the ordinary course of business and on an arm's length basis. These transactions were in compliance with the applicable provisions of the Act, read with Regulation 23 of the Listing Regulations.

Furthermore, the Company did not enter into any related party transactions that were not on an arm's length basis or that could be classified as material in accordance with the Act, Listing Regulations and Company's policy on materiality of related party transactions.

Accordingly, disclosure in Form AOC-2 is not applicable for the financial year under review.

The Company has also formulated a policy on dealing with Materiality of Related Party Transactions. This Policy is available on the website of the Company and the weblink for the same is https://sgmart.co.in/investor-relations/.

Suitable disclosure as required by the Indian Accounting Standard (IND-AS) 24 has been made in the Note No. 35 to the Standalone Financial Statements and Note No. 33 to the Consolidated Financial Statements.

15. Employee Stock Option Scheme

During FY2023-24, Your Company launched "Kintech Renewables Limited Employee Stock Option Scheme, 2023" ("ESOS-2023") with the approval of the members. In principle approval for shares to be issued under the scheme was also obtained from BSE Limited.

During the Financial Year 2024-25, the Nomination and Remuneration Committee in its meeting held on April 16, 2024 granted 3,00,500 options. Further, post closure of the FY 2024-25 the Nomination and Remuneration Committee in its meeting held on July 25, 2025 has granted 3,90,000 options.

The grant of Options is based upon the eligibility criteria as mentioned in the Scheme. The granted Options, once vested shall entitle the Option holder to acquire equivalent number of Equity shares of face value of _1/- each, upon payment of exercise price and applicable taxes in accordance with terms and conditions of the Scheme.

A statement giving complete details under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at https://sgmart.co.in/investor-relations/. There is no material change in the said scheme during the year.

The scheme is in compliance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021. The Certificate from the Secretarial Auditors of the Company certifying that the ESOS-2023 is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members, would be placed at the Annual General Meeting for inspection by Members.

16. Directors' Responsibility Statement

Pursuant to provisions of clause (c) of sub-section 3 and sub-section 5 of Section 134 of the Act, your Directors to the best of their knowledge hereby state and confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanations relating to material departures; b. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company's state of affairs as at March 31, 2025 and of the Company's profit for the year ended on that date; c. proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual financial statements have been prepared on a going concern basis; e. the internal financial controls are laid down to be followed that and such internal financial controls are adequate and are operating effectively; and f. proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with the provisions of Section 135 read with Schedule VII of the Act and Companies (Corporate Social Responsibility Policy)

Rules, 2014, your Company has framed its Corporate Social Responsibility ("CSR") policy for development of programmes and projects for the benefit of weaker sections of the society and the same has been approved by Corporate Social Responsibility Committee ("CSR Committee") and the Board of Directors of the Company. The CSR policy of the Company provides a road map for its CSR activities.

During the year under review, the Company was required to spend 52.80 lakhs towards CSR in accordance with the provisions of Section 135 of the Act read with rules made thereunder. The Company has spent all money towards CSR and there was no unspent amount during the year.

The Annual Report on CSR activities for the financial year 2024-25 containing salient features of CSR Policy and other relevant details is annexed herewith as ‘Annexure C'. The CSR Policy of the Company is available on the Company's website and may be accessed at the link: https://sgmart.co.in/investor-relations/.

18. Particulars of Loans, Guarantees or Investments Under Section 186

In terms of Section 186 of the Companies Act, 2013 and rules framed thereunder, details of Loans, Guarantees given and Investments made have been disclosed in the Note no. 40 to the standalone financial statements for the year ended March 31, 2025.

19. Energy conservation, technology absorption and foreign exchange earnings and outgo:

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Act read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as ‘Annexure D', forming part of this Report.

20. Management discussion and analysis report

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 presented in a separate section forming part of the Annual Report.

21. Corporate Governance

Your Company complies with the governance requirements provided under SEBI Listing Regulations. Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate section on the Corporate Governance Report annexed as ‘Annexure E' to the Board Report which forms an integral part of the Annual Report. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report.

The Corporate Governance Report which forms part of this annual report, also covers the following:

a) Composition of Board and statutory committees of the Board. b) Particulars of the Board & Committee Meetings held during the financial year under review.

c) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors. d) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors. e) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism. f) Details regarding Risk Management.

22. Compliance with Secretarial Standards on Board and Annual General Meetings

During the period under review, the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

23. Prevention of Sexual Harassment of Women at Workplace

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act and an Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During the period under review, Company did not receive any complaint relating to sexual harassment.

Details of Sexual Harassment Complaints for the Financial Year 2024-25 Number of complaints of sexual harassment 0 received during the year Number of complaints disposed of during the year NA Number of cases pending for more than ninety days NA Compliance with the Maternity Benefit Act, 1961

The Company complies with all provisions of the Maternity Benefit Act, 1961, and ensures that eligible female employees receive the maternity benefits, including paid leave, as per the statutory requirements.

24. Other Disclosures and Reporting

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

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

(b) Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

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

(d) Significant or material orders passed by the regulators or courts or tribunal which impacts the going concern status and company's operations in future.

(e) Material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report. (f) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

(g) The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

25. Appreciation

Your Directors would like to express its sincere appreciation to all employees, management, and stakeholders for their unwavering commitment, dedication, and hard work throughout the year. Their continued support and valuable contributions have played an instrumental role in the growth and success of the Company. We also extend our gratitude to our customers, partners, shareholders, and regulatory authorities for their trust, collaboration, and encouragement. We are confident that with the continued support of all our stakeholders, the Company will continue to scale new heights and achieve greater milestones in the coming years.

For and on behalf of the Board of Directors of SG MART LIMITED

Sd/- Sd/-
Amit Thakur Shiv Kumar Bansal
Place: Noida Whole Time Director Whole Time Director
Date: July 25, 2025 (DIN: 10732682) (DIN: 09736916)

   

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