SAB Industries Ltd

Dear Members,

The Directors of your Company have pleasure in presenting the Annual Report on Accounts for the Financial Year ending 31st March 2024.

FINANCIAL HIGHLIGHTS

Note: The financial statements of the Company for the year ended 31st March, 2024, are prepared in accordance with Indian Accounting Standards (Ind AS).

OPERATIONS AND FUTURE OUTLOOK

During the year under review, the total revenue was '4859.29 lakh as against '1327.54 lakh during the previous year. The Company earned a profit of '644.77 lakh before interest & depreciation as against profit of '909.13 lakh in the previous year. The net profit after tax is '84.63 lakh as compared to net profit of '868.86 lakh in the previous year which was on account of increase in other income from profit on sale of Agricultural Land etc. There has been adjustment in other comprehensive income this year to account profit on account of increase in fair value of investments mainly of equity Instruments of Steel Strips Wheels Limited (1,32,41,870 equity share @'221.10 Face Value as on 31.03.2024 as against value of '147.90 Face Value in the previous year) and Indian Acrylics Limited (1,47,93,772 equity share @ '12.06 as on 31.03.2024 as against value of '8.36 in the previous year) on account of overall market scenario prevailed. At present market has been doing well with Trading Value of '228.00 per share of Steel Strips Wheels Limited and '13.15 per share of Indian Acrylics Limited and this will further enhance the profit as well as EPS in the coming years. Dividend income has also shown growth by 33.34% as compared to previous year and we expect similar trend in future. The Company is continuously monetizing its assets to strengthen its operations in near future. The Company is also exploring one of the possibilities of setting up a plant for scraping of old vehicles under the vehicles scrappage policy of Government of India.

EXISTING PROJECT

Considering the robust demand witnessed in the real estate sector in recent years, Company has decided to focus on development of housing, commercial and industrial segments in a big way and company plans to utilize and monetize the land already owned by it in prime locations for development of housing projects, industrial hubs, development of Mix Use Projects as well as development of land for sale of Farm Houses on different locations at Village Sarsini near Lalru (Punjab) on Chandigarh-Ambala Highway, Distt. Sangrur (Punjab) on State Highway, Amloh in Distt. Fatehgarh Sahib (Punjab) and premium piece of land at Sohna, Gurgaon (Haryana).

Derabassi Residential Project

As you are aware, your Company has already revived its real estate project i.e. SSL Highway Towers on land measuring 25846.73 sq. Mtrs situated on NH-22, Ambala Chandigarh Road, Derabassi (Punjab), an industrial hub and Satellite City for Chandigarh (RERA approved Project vide Certificate No. PBRWERA-SAS79-PR0409). It is expected to be completed as per time frame stipulated in RERA approved certificate. We are glad to inform that Phase-I of the project is completed as planned and Company has already received its Completion Certificate. This will further boost the demand for sale of apartments. Company has incurred a sum of '19188.70 lakh (excluding cost of Sales) out of which an amount of '4177.99 lakh (as against '7285.93 lakhs in the previous year) was incurred during the year under review. The Company has received good response from the home buyers in the said project. Encouraged by the interest shown by buyers in this housing project, your Company has made changes in the layout plan of Phase-2 of this project, which will bring in substantial additional saleable area of 2.00 lakh sq. feet approx. which will result in improved revenues in the coming financial years as compared to last year. Maps of the changes made in layout plan are already approved by the authorities. The entire residential complex is aligned with vision of creating a strong community and promoting a wholesome lifestyle.

1.5 MW Biogas Power Plant at Moonak

SAB Industries Limited is setting up a 1.5 MW capacity biogas power and bio-fertilizer plant at Moonak, (Sangrur) Punjab with capital investment of '21 Crore using cow-dung, press mud and poultry litter based on bio-methanation technology under NRSE Policy 2012 (New and Renewable Sources of Energy) in technical collaboration with HRG Solution Germany who have wide experience in setting up similar projects in Europe as well as in India

The proposed project will qualify for generating electricity from nonconventional energy sources defined under New & Renewable Sources of Energy (NRSE) Policy 2012. It is being promoted in line with Prime Minister Sh. Narendra Modi and Mahatma Gandhi's vision of Clean India under Swacch Bharat Abhiyan as it seeks to clean up Moonak village and adjoining areas and convert cow-dung, poultry litter and other waste into valuable electricity and fertilizer providing hygienic and healthy living conditions to its habitats. Using the Biogas of the Biogas plant as a fuel for power generation will avoid Greenhouse-Gas Emission of approx. 7,500 tons CO2 per year, compared to power production by a coal based power plant, even without considering less logistical effort. Implementation agreement for this project has been signed with Punjab Energy Development Agency (PEDA).

SEGMENT REPORT

Your Company has a number of activities in its fold. Its business activities include Construction and Engineering and Real Estate. The Company is registered with various Government Departments like Uttaranchal PWD (B&R), HP PWD (B&R), Madhya Pradesh PWD (B&R), PUDA and other Central Bodies as Class-1 contractors.

The other important segment of activities of your Company is Development and Sale of Real Estate. As stated above, the Central Government is taking new initiatives to give a boost to the Real Estate Sector. The market growth in housing sector in Northern Region of the Country is already on the rise and is likely to keep ascending further in the coming time as per existing scenario.

A breakup of the segment-wise performance is given in the ‘Notes on Accounts' which forms a part of the Balance Sheet.

FINANCIAL STATUS

The ‘Issued and Subscribed Capital' of '15,21,00,780, divided into 1,52,10,078 equity shares of '10/- each, remains the same during the year. There are no equity shares with differential rights or sweat equity or ESOP or scheme of purchase of Company shares by employees or their trustees.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes which occurred subsequent to the close of the financial year to which the Financial Statements relate and upto the date of report.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

The Company has constituted a Corporate Social Responsibility

Committee and also framed a Corporate Social Responsibility Policy and the same is posted on the website of the Company at http://www.sabindutries.in.

The Company have net profits but in accordance with provisions of Section 135 of the Companies Act, 2013, the Company is not required to undertake any activity under CSR Rules as of now. However, as Company is anticipating continued profits in the coming year and is looking forward to undertake CSR activities as permitted.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company has no Subsidiary or Joint Venture Company during the year. However, there is an Associate by the name of SAB Udyog Limited reportable under Section 129(3) of the Companies Act, 2013.

A separate statement related to the Associate Company forms part of Annual Report in the prescribed Form AOC-1 in compliance with Section 129 and other applicable provisions of the Companies Act, 2013 and is available on the website of the Company at http://www.sabindustries.in. Consolidated Financial Statement prepared by the Company includes financial information of its Associate Company. The annual accounts of the Associate Company have been kept for inspection by any Shareholder at the Registered Office of the Company. The Company will provide a copy of Annual Report and other document of its Associate Company on the request made by any member, investor of the Company.

DIVIDEND

Keeping in view the business commitments, your Company has decided not to declare any dividend for the year 2023-2024.

FIXED DEPOSITS

The Company has not accepted any fixed deposits covered under Chapter V of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 2014 (as amended) during the year under review.

CORPORATE GOVERNANCE REPORT- DISCLOSURE REQUIREMENTS

The Company continuously strives to attain high levels of corporate performance, accountability, transparency, responsibility and fairness in all aspects of its operations. Transparency in all dealings and providing better services without compromising in any way on integrity and regulatory compliances have been the basic objectives of corporate governance in the Company. The Corporate Governance practices followed by the Company are enclosed as Annexure to this report.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31,2024 on its website at www.sabindustries.in. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors' confirm that:

a. in the preparation of the annual accounts for the year ending 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 affairs of the company at the end of the financial year and of the profit and 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 and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control systems and processes of the Company cover operational efficiency, accuracy and promptness in financial reporting, compliance with laws and regulations and development of mature, disciplined and effective processes. The processes are also designed to meet the goals of cost, schedule, functionality and quality, thus resulting in higher levels of customer satisfaction.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

Since the last Annual General Meeting, following changes have taken place in the Board of Directors:

- As per the provisions of Companies Act, 2013, Shri Rajinder Kumar Garg (DIN-00034827) Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

B) Declaration by an Independent Director(s) and re-appointment, if any

A declaration by Independent Directors stating that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 had been taken at the time of their appointment.

C) Formal Annual Evaluation

The Board of Directors has carried out an annual evaluation of its own performance and that of the Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (LODR) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of nonindependent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors, the same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 4 Board Meetings were held, one each on 30th May 2023, 10th August, 2023, 14th November 2023 and 14th February 2024.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors' Report.

AUDIT COMMITTEE

The Audit & Compliance Committee comprises of three non-executive Directors all of which are Independent Directors.viz. Shri S. S. Virdi, Smt. Manju Lakhanpal and Shri H. K. Singhal. During the year, the committee held four meetings. Other details of the Audit Committee are included in the Corporate Governance Report which forms part of this report.

The Board had accepted all recommendation of the Audit Committee, if any.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has formulated and published a Whistle Blower Policy to provide vigil mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this Policy are in line with the provisions of Section 177(9) of the Act and the Regulation 22 of SEBI (LODR) Regulations, 2015.

There are no cases reported during the year.

NOMINATION AND REMUNERATION COMMITTEE

The committee has been constituted to review and recommend compensation payable to the whole-time directors including Chairman and senior management of the Company. The committee reviews the overall compensation structure and policies of the Company with a view to attract, retain and motivate employees, reviewing compensation levels of the Company vis-a-vis other Companies and industry in general. The Nomination & Remuneration Policy may be accessed on the website of the Company at http://www.sabindustries.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no Loans/ Guarantee given and Investments made by the Company during the year exceeding the limits prescribed under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. A statement, in summary form, of transactions with related parties which were all in ordinary course of business and arm's length basis is periodically placed before the audit committee for review and recommendation to the board for their approval.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the board is uploaded on the website of the Company.

Disclosures as required under Indian Accounting Standards (Ind. AS- 24) have been made in the financial statements of the Company, enclosed with this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Board's report.

BUSINESS RISK MANAGEMENT

The risk management includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The Board has formulated the Risk Management Policy to manage risks with the objective of maximizing shareholders value. The Risk Management Policy may be accessed on the website of the Company at http://www.sabindustries.in.

AUDITORS

As per the Provisions of Section 139 of Companies Act, 2013, M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held during the year 2027.

The Company has received a certificate from them pursuant to Companies (Audit & Auditors) Rules 2014 read with Section 139 & 141 of the Companies Act, 2013, confirming their eligibility for reappointment, and that they were not disqualified for reappointment

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The Auditors' Report and Secretarial Auditors' Report do not contain any qualifications, reservations or adverse remarks. Report of Secretarial Auditors is attached as an annexure which forms part of this report. The

Board of Directors have appointed M/s S.K. Sikka & Associates, practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2024-25.

LISTING OF SHARES

Equity shares of the Company are listed on BSE Limited and Listing fee has already been paid in pursuance to Regulation 14 of SEBI (LODR) Regulations, 2015.

DEMATERIALISATION

The equity shares of your Company are to be compulsorily traded in dematerialized form. As on 31.03.2024, 15142189 equity shares representing 99.55% of equity share capital have been dematerialized. During the year under review, highest Trading price. was '359.20 and Lowest price '67.00. A breakup of month wise High-Low equity share price of Stock Market data has been disclosed in the "Report on Corporate Governance" which forms part of the Director Report.

INSURANCE

All the assets of the Company have been adequately insured. PERSONNEL AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5 of the Companies (Appointment and remuneration of managerial personnel) rules 2014 is enclosed with this report.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year under review. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Our Company has complied with all the applicable health & Safety standards, environment laws and labour laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. Our Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees to provide a Safe & healthy work environment to all its employees.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2023-24, the Company has not received any complaint on sexual harassment and hence no complaints remain pending as on 31st March, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable as the Company did not have any manufacturing facility during the period under consideration. There were no foreign exchange earnings/ outgo during the period.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the assistance, co-operation and support received by the Company from the Banks, Statutory/ Govt. Bodies, Customers and Shareholders of the Company.