Sumeet Industries Ltd

Dear Shareholders,

The Hon'ble NCLT Bench, Ahmedabad has approved the Resolution Plan submitted by "Eagle Group" (Successful Resolution Applicant ) on dated 16.07.2024. Monitoring Committee has been formed on 30.07.2024 by appointing Erstwhile RP as Chairman of the Monitoring Committee to implement the plan as approved by the Hon'ble Court.

The financial performance of the Company ( Standalone and Consolidated ) for the financial year ended 31st March, 2025 is summarized below :-

(Rs. in Lakh)

During the year under review, the Company witnessed moderate demand coupled with rising power and fuel and raw material & other costs that impacted the overall profitability. Despite the challenges, the Company ensured continuous supply of products in the markets and sales has been marginally increased by 1.88 % in comparison to the previous year. The Company has produced 103390.423 Tons (P.Y. 103842.209 Tons) of Pet Chips/Polyester and Texturized Yarn and dispatched 102877.870 Tons ( P.Y. 103971.267 Tons) of Pet Chips / Polyester and Texturized yarns.

Income from operation (Consolidated) of the company has increased from Rs. 984.86 Crores to Rs.1003.37 Crores showing a marginal increase in sales by 1.88% in comparison to last year. The Company has incurred Consolidated Profit of Rs. 170.26 Crores ( P.Y. Loss 59.01 Crores). In the Consolidated profit an amount of Rs. 189.28 Crores was profit derived under exceptional items which includes net off of written off amount of balance remained after payment of financial obligations to Secured and Unsecured Creditors as per approved Resolution plan by Hon'ble NCLT and written off of investments made in Subsidiary company based at Singapore as the operation of the same has been discontinued there.

The company has been taken over by " Eagle Group " ( Successful Resolution Applicant ) , a competent management vide Hon'ble NCLT order dated 16.07.2024. We ( new management ) are reassessing our strategies in line with the larger macro picture and have been making significant changes to improve operational efficiency and to drive our growth focussed on opportunity driven strategies.

A detailed analysis of the operations of your Company during the year under report is included in the Management Discussion and Analysis Report, forming part of this Annual Report.

The Board of directors do not recommended dividend for the year under review .

The Hon'ble NCLT Bench, Ahmedabad has approved the Resolution Plan submitted by "Eagle Group" (Successful Resolution Applicant ) on dated 16.07.2024. Monitoring Committee has been formed on 30.07.2024 by appointing Erstwhile RP as Chairman of the Monitoring Committee to implement the plan as approved by the Hon'ble Court. The management of the company has been taken over by " Eagle Group.

The new management has paid all payments to Secured and Unsecured Creditors finalized as per Resolution plan in scheduled time and closed the efficacy of the same.

The Company has reduced the Equity Share capital of existing public Shareholders to 52,65,136 nos. of Equity share of Rs. 10/- each. The Board has allotted the requisite number of shares in the proportionate ratio of 4 (Four ) Equity Shares of face value of Rs. 10/-each for every 77 (Seventy Seven) Equity Shares of face value of Rs. 10/- each to the equity shareholders holding shares on record date .i.e. 18.10.2024. The fractional shares has been transferred in to pool account. Existing shareholders holding shares in physical share certificates has been cancelled and extinguished as per approved plan.

The Company has allotted to Implementing Agencies (Successful Resolution Applicant) 10,00,00,000 Nos. of Equity Shares of Rs. 10/- aggregating of Rs. 100.00 Crores. The total paid up capital of the company is now Rs.105,26,51,360.00. Accordingly, post allotment of equity shares to promoters, the capital structure of the company as on 31.03.2025 is to be as follows :-

Note : *Optionally Convertible/Redeemable Preference Shares. OCRPS has been issued to Secured Lenders as per Resolution Plan

** Non-Convertible Redeemable Preference Shares . NCRPS has been cancelled and extinguished as per Resolution Plan

We are moving towards a new fiscal year after successful resolution of the company and I am hopeful about the Company and our resilient efforts to curb the impact of these challenging times. We are determined to recover rapidly and sustain growth, creating value for our stakeholders. We are now designing the business model of the company to drive synergy across businesses, controlling the entire value chain while enhancing product value. As a result, we have created a low cost structure, driving large volumes and profitability.

The company is going to setup 17 MW ( AC) Solar based Power Plant in Gujarat with project cost of around Rs. 70.00 Crores and for the same Stage -2 approval has been received from GETCO. On successful commissioning of the project energy(power) cost of the company will reduce substantially.

The company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements.

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year as on 31st March, 2025 and the date of this report, i.e. 05.08.2025

The company has a wholly owned subsidiary company named "Sumeet Global Pte Limited" incorporated at Singapore in the year 30.09.2012 registered with Registrar of Companies and Business, Singapore. Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of

India and the provisions of the Listing Agreement with Stock Exchanges, the company has prepared Consolidated Financial Statements of the Company and its subsidiaries are included in the Annual Report. There were no any business activities is going on at Singapore Branch since last 3 Years. The Board in its meeting held on 13.02.2025 decided to completely windup the operation of the subsidiary company at Singapore .

Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements of the subsidiary in the prescribed Form AOC-1 as Annexure:2 forms part of the Annual Report.

The company has been exploring all the possibilities for exporting its products.

The Company has invited deposits from public in accordance with the Section 73 and 74 of the Companies Act, 2013 (corresponding Section 58 A of the Companies Act, 1956) to the tune of Rs. 396.14 Lakh during the financial year 2013-14. No fresh deposits have been invited and nor any deposits have been renewed in the financial year 2024-25. Total outstanding deposits after repaying on maturity as on 31.03.2024 has been remained Rs.2,90,000.00. There were no deposits, which were claimed but not paid by the Company as on date.

In compliance of the Resolution Plan which is approved by the Hon'ble NCLT under Section 31(1) of the IBC Code, 2016 vide order dated 16.07.2024, the Monitoring Agency in their meeting held on 30.07.2024 has nominated and approved the name of new directors i.e. Mr. Radheshyam B. Jaju and Mr. Pratik R. Jaju, Directors of Eagle Group who have taken the management of the company as Executive Director(s) in place of erstwhile directors namely Mr. Shankar Lal Somani & Mr. Sumeet Kumar Somani.

The Board of Directors of the company has recommended the appointment of Mr. Radheshyam B. Jaju as a Chairman cum Executive Director of the company for a period of 5 ( Five years ) with effect from 05.08.2024 and Mr. Pratik R. Jaju as a Managing Director cum Executive Director of the company for a period of 5 ( Five years ) with effect from 05.08.2024 in their Board meeting held on 02.09.2024 and the same has been approved in the last Annual General Meeting held on 30.09.2024 .

Mrs. Ankita Shah has been appointed as an Additional Director in the capacity of Independent, Non- Executive Director of the company w.e.f. 02.09.2024 for a period of 5 years and the same has also been approved in the last Annual General Meeting held on 30.09.2024.

Mr. Rohan Dipakbhai Modh has been appointed as an Additional Executive Director of the company in the Board meeting held on 09.01.2025 and has been regularized their appointment for a period of 5 years through Postal Ballot held in the year 2024-25.

Mr. Prachi Ankur Gandhi has been appointed as an Additional Director in the capacity of Independent, Non- Executive Director of the company in the Board meeting held on 09.01.2025 and has been regularized their appointment for a period of 5 years through Postal ballot held in the year 2024-25.

MR. Shankarlal Somani and Sumeet Kumar Somani, Directors ( Erstwhile Management ) have submitted their resignation from the office of directorship w.e.f. 09.08.2024 due to change of management after successful resolution of the company.

Ms. Zeel Sureshkumar Modi, Independent , Non-Executive Director of the company has submitted their resignation placed before the Board in the meeting held on 02.09.2024 intimating that she has recently shifted to abroad for higher studies and will remain no longer available in India.

Mr. Manoj Kumar Jain and Mr. Vikashkumar Chandalia. Independent and Non-executive directors of the company also submitted their resignation during the year and placed in the Board meeting held on 09.01.2025.

In compliance with the Companies (Audit and Auditors) Rules, 2014, the Members, at the 35^th Annual General Meeting of the Company held on 27^th day of September, 2023 has appointed M/s. HTKS & Co., Chartered Accountants ( Formerly known as H. Tosniwal & Co., Chartered Accountants) (Firm Registration no. 111032W), as a Statutory Auditors of the Company who were re-appointed as a Statutory Auditors of the company for the period of three (3) consecutive financial years commencing from the conclusion of 35^th Annual General Meeting till the conclusion of 38^th Annual General Meeting of the company.

The Company has received a certificate from them to the effect that their appointment as Statutory Auditors of the Company would be within the limit prescribed u/s 139 & 141 of the Companies Act, 2013 & also received a peer review certificate issued by the ICAI ‘Peer Review Board', as required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and Rules framed there under.

In the Auditors' Report dated 24^th April ,2025, M/s. HTKS & Co., Chartered Accountants has given a qualified opinion in relation to the Financial Statements of the company for the financial year ended 31^st March 2025. Statement on Impact of Audit Qualifications for the year under review is annexed as Annexure - 7. The Board's response in relation to the said opinion is as under:-

The Company has been maintaining cost accounting records in respect of manufacture of Polyester yarns pursuant to directives of the Central Government. The company has appointed M/s. V.M. PATEL & ASSOCIATES, (Firm Registration No. 10519) as Cost Auditors, for conducting the audit of cost records for the financial year 2025-26 and approval of the members is being sought for ratification of their appointment and remuneration.

The Board has appointed M/s. A.P. Bhanderi & Associates, Chartered Accountants ( ICAI Registration Number :136375W ) as an Internal Auditors of your company for the financial year 2025-26. The report prepared by the Internal Auditors is to be reviewed by the Statutory Auditors & Audit Committee of the company.

M/s. Dhirren R. Dave & Co., Practicing Company Secretaries (Firm Registration No. : P1996GJ002900 ) were appointed as a Secretarial Auditor, to conduct Secretarial Audit of the company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31st March, 2025 is annexed herewith and forms part of the Annual Report as Annexure-1. The Secretarial Audit Report contains qualification, reservation or adverse remark.

The Board has re-appointed M/s. Dhirren R. Dave & Co., Practicing Company Secretaries, as Secretarial Auditor of the Company for a period of 5 years beginning from financial year 2025-26 subject to approval by shareholders in the ensuing Annual General Meeting.

Pursuant to Circular CIR/CFD/CMD1/27/2019 dated February 8, 2019 issued by the SEBI, the Company has received Annual Secretarial Compliance Report from M/s. Dhirren R. Dave & Co., Practicing Company Secretaries (Firm Registration No.: P1996GJ002900 ) on compliance of all applicable SEBI Regulations and Circulars/Guidelines issued thereunder and the same has been submitted to the Stock Exchanges. Annual Secretarial Compliance Report are also uploaded on the Website of the company and can be accessed with link : https://www.sumeetindustries.com/wp-content/uploads/Annual-Secretarial-Report_2024-25_Signed.pdf.

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

During the year under review, no credit rating has been obtained from any credit rating agency. In the current year the new management of the company has appointed CRISIL Limited as Credit Reating Agencies for assigning rating on company's credit facilities received from Banks.

In terms of Regulations 34 of the Listing regulations, a separate section on Management Discussion and Analysis and Corporate Governance Report together with a certificate from the Company's Statutory Auditors confirming compliance with regulations relating to Corporate Governance of the Listing regulation is set out and forms part of this Annual report.

In accordance with provisions of sub-section (3) of Section 129 of the Act and the Listing Regulations, the Consolidated Financial Statements of the company, including the financial details of the subsidiary company forms part of this Annual report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the company. Pursuant to the provisions of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, no employee is drawing remuneration in excess of the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place without the right equality of people. To that effect, your company has undertaken a series of measures that ensures the most appropriate people are recruited in to the organization.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-3 forming part of the Annual Report.

Your Company has a comprehensive and effective internal control and risk mitigation system, including internal financial control for all the major processes to ensure reliability of financial reporting, timely feedback on operational and strategic goals, compliance with policies, procedures, law and regulations, safeguarding of assets and economical and efficient use of resources. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Company actively reviews the adequacy and effectiveness of the Internal Control Systems and suggests improvements. The Company has a robust Management Information System (MIS), which is an integral part of the control mechanism.

Corporate Social Responsibility (CSR) is an integral part of the Company's ethos and policy and it has been pursuing on a sustained basis.. The main focus areas taken in the policy are Education, Health Care, Animal Care, Environment safety, Contribution to any relief fund set up by Government, Semi-Governments etc.

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 in this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014 as provided in Annexure- 4. The Policy is available on the website of the Company. Since the company has been making losses since last 4 years so it is not participating much in CSR activities.

Human Resource Development (HRD) is the framework for helping employees to develop their personal and organizational skills, knowledge, and abilities. To enrich the skills of employees and enrich their experience, the Company arranges Practical Training Courses by Internal and External Faculties. The total employee strength of the company was 621 as on 31st March, 2025.

We continue to step up efforts to accelerate our value-based growth strategy and the overall development of human capital. We nurture our people by investing in their empowerment through learning and development, wellness, and safety besides providing contemporary workplace facilities. Industrial Relations encompasses the relationship between the management and workmen. IR plays a significant role in today's working scenario where the harmonious relationship between the employers and employees is needed to have an uninterrupted production.

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors state that during the year under review, there were no cases filed and reported in pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company's shares continue to be listed at the National Stock Exchange of India Limited and BSE Limited. The Annual Listing fee for the F.Y. 2025-26 has been paid to all these Exchanges.

Risk Management is the systematic process of understanding, measuring, controlling and communicating organization's risk exposures while achieving its objectives. Risk management is embedded in your Company's operating framework. The Company manages and monitors various risks and uncertainties that can have some adverse impact on the Company's business. Your Company believes that managing risks helps in maximizing returns. Your Company is giving major thrust in developing and strengthening its internal audit, so that risk threat can be mitigated. The Company's approach to address business risks is comprehensive and includes periodic review, mitigating controls and reporting mechanism.

The key risks identified by the Company include, cyber security and data protection risk, financial & economic risk, competition risk, operational risk and compliance of all applicable statutes and regulations. The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest. The focus shifts from one area to another area depending upon the prevailing situation. A detailed report on significant risks and mitigation is forming part of Management's Discussion and Analysis.

Safety & Health of the employees have always assumed the highest importance in your company. The management is committed to ensure zero harm to its employees and to all persons within the Company's premises. Safety and occupational health responsibilities are integral to the Company's business processes, as spelt out in the Company's Safety, Health and Environment Policies and Procedure.

All the properties of the Company including buildings, plant and machineries and stocks have been adequately insured.

The loans given, investments made and guarantees given & securities provided during the year under review, are in compliance with the provisions of the Act and rules made there under and details thereof are given in the notes to the Standalone Financial Statements.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Board of Directors under Section 143(12) of the Act, details of which needs to be mentioned in Director's Report.

The company has not issued any equity shares under Employee Stock Option during the year.

In order to hedge the company's exposure to foreign exchange and interest rate, the company enters into forward contracts. The volatility witnessed in the global markets has reiterated the need for robust forex management systems and prudent investment practices. All forex exposures are hedged upon the occurrence of an exposure. In case of liabilities in respect of foreign currency loans obtained for acquisition of fixed assets, the variation in the liabilities arising out of exchange rates at the year end have been capitalized during the year as per Companies (Accounting Standard) Amendment Rules, 2009.

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 given in the Annexure- 5, forming part of the report.

The regulation 23(4) states that all related party transactions (RPTs) with an aggregate value exceeding Rs. 1,000 crores or 10% of annual consolidated turnover of the Company, whichever is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall require prior approval of shareholders. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm's length basis.

All contracts/arrangements/transactions entered into 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 has 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.

In compliance with Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all related parties transactions were presented to the Audit Committee for its prior approval, including those covered under Section 188 of the Act. Omnibus approvals were obtained for transactions that are repetitive in nature and were foreseen in terms of the Audit Committee's omnibus approval framework.

Accordingly, the disclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 reported as Annexure - 6. All related party transactions, if any made, during the year are placed before the before the Board for approval. The transactions entered into with related parties were reviewed by the Board from time to time.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at the link https:// www.sumeetindustries.com. Members can refer Related Parties transactions under Notes to Financial Statements to the Standalone Financial Statements which sets out related party disclosures.

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). A separate report on Corporate Governance along with Certificate from M/s. HTKS & Co., Chartered Accountants, Statutory Auditor of the company on compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has provided are part of this Annual Report.

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company's website link: https://www.sumeetindustries.com/wp-content/uploads/Form_MGT_7.pdf.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:

(a) in the preparation of the annual accounts, 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 judgements 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 controls to be followed by the Company and that such internal financial controls are 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.

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Board of Directors and Senior management and Employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity and Excellence.

A copy of the Code has been uploaded on the Company's website www.sumeetindustries.com. The Code has been circulated to all the Directors and Management Personnel and its compliance is affirmed by them annually.

A declaration signed by the Managing Director for the compliance of this requirement is published in this Report.

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Company's Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "unpublished price sensitive information" are available with them. The Insider Code also requires pre-clearance for dealing in the Company's shares and prohibits dealing in Company's 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.

A structured digital database is being maintained by the company under guidance with Registrar and Transfer Agents (RTA) of the Company, which contains the names and other particulars as prescribed of the persons covered under the Codes drawn up pursuant to the Prohibition of Insider Trading Regulations. We have also adopted an automated tracking system to monitor insider trading, generating reports and sending reminders to employees about prohibited transactions, if any occurs.

Pursuant to Section 149(3)(d) in consonance with 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

In order to ensure that the activities of the Company and its directors, employees and Vendors are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is explained in Corporate Governance Report and also uploaded on the website of the company i.e. www.sumeetindustries.com.

DISCLOSURE RELATED TO BAORD, COMMITTEES AND POLICIES A) BOARD MEETINGS :

During the year under review 12 ( Twelve ) meetings of the Board of Directors have been held through both Physical / Video Conferencing (VC) or Other Audio Visuals Means (OAVM). The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Details of compositions and other information are provided in the Corporate Governance Report forming part of the Annual report.

The Committee(s) of the Company has been constituted in line with the provisions of Regulation 18 of the Listing Regulation read with Section 177 of the Companies Act, 2013.

During the year audit Committee of the Company has been reconstituted w.e.f. 09.08.2024, consisting of three members viz; Mr. Manojkumar Ganeshmal Jain, Mr. Pratik R. Jaju and Mr. Saurav Santosh Dugar, consisting of 1 Executive Director and 2 Non-Executive and Independent Directors.

Later, Mr. Manojkumar Ganeshmal Jain has resigned from the Board w.e.f. 09.01.2025 and audit committee has been again re-constituted consisting with three members namely Mr. Saurav Santosh Dugar , Mr. Pratik R Jaju and Ankita Siddarth Shah. Mr. Saurabh Santosh Dugar is the Chairman of the Audit Committee. All members of the Audit Committee are financially literate and have relevant experience in the financial matters.

The brief details of the Audit Committee are given in Corporate Governance Report forming part of the Annual report.

The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Listing Regulations (as may be amended from time to time). Emphasis is given to persons from diverse fields or professionals. The Nomination and Remuneration Committee has been reconstituted on 9th August , 2024 comprising of three members viz; Mr. Manojkumar Ganeshmal Jain, Mr. Vikashkumar K Chandaliya and Mr. Saurav Santosh Dugar, consisting of 3 Non-Executive and Independent Directors. Mr. Manoj Kumar Ganeshmal Jain is the Chairman of the Nomination and Remuneration Committee.

Later, Mr. Manojkumar Ganeshmal Jain and Mr. Vikashkumar K Chandaliya. has resigned from the Board w.e.f. 09.01.2025 and Nomination and remuneration committee has been again re-constituted consisting with three members namely Mr. Saurav Santosh Dugar , Ankita Siddarth Shah and Prachi Ankur Gandhi. Mr. Saurabh Santosh Dugar is the Chairman of the nomination and remuneration committee.

The Nomination and remuneration Committee has framed the "Nomination & Remuneration and Evaluation Policy" can be accessed at https://www.sumeetindustries.com/wp-content /uploads /2016/04 / Nomination-Remuneration-and-Evaluation-Policy.pdf and "Policy on Board Diversity" can be accessed https://www.sumeetindustries.com/wp-content/uploads/2016/04/Policy-on-Board-Diversity.pdf.

The brief details of the Nomination and Remuneration Committee are given in Corporate Governance Report forming part of this Annual report.

The Committee has been re-constituted in line with the provisions of Regulation 20 of the SEBI Listing Regulations read with Section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee has been re-constituted with effect from 09.08.2024 comprises of three members viz; Mr. Manojkumar Ganeshmal Jain, Mr. Pratik R. Jaju and Mr. Vikashkumar K Chandaliya, consisting of 1 Executive Director and 2 Non-Executive Independent Directors. Mr. Manojkumar Ganeshmal Jain is the Chairman of the Stakeholders Relationship Committee.

Later, Mr. Manojkumar Ganeshmal Jain and Mr. Vikashkumar K Chandaliya. has resigned from the Board w.e.f. 09.01.2025 and Stakeholders Relationship committee has been again re-constituted on dated 09.01.2022 consisting with three members namely Mr. Saurav Santosh Dugar , Mr. Pratik R Jaju and Prachi Ankur Gandhi. Mr. Saurabh Santosh Dugar is the Chairman of the Stakeholders Relationship committee.

The brief details of the Stakeholders Relationship Committee are given in Corporate Governance Report forming part of the Annual report.

The Board has laid down the Company's policy on Corporate Social Responsibility (CSR) and the CSR activities of the company are carried out as per the instructions of the Committee. The CSR Committee has been reconstituted on 09th August, 2024 and comprises of three members viz; Mr. Radheshyam B. Jaju, Mr. Manojkumar Ganeshmal Jain, Mr. Vikashkumar K Chandaliya, consisting of one Executive

Director and two Non-Executive Directors. Mr. Radheshyam B. Jaju is the Chairman of the CSR Committee.

Later, Mr. Manojkumar Ganeshmal Jain and Mr. Vikashkumar K Chandaliya. has resigned from the Board w.e.f. 09.01.2025 and Corporate Social Responsibility Committee has been again re-constituted on dated 09.01.2022 consisting with three members namely Mr. Radheshyam B Jaju , Saurav Santosh Dugar and Prachi Ankur Gandhi.

The brief details of the Corporate Social Responsibility Committee are given in Corporate Governance Report forming part of the Annual report.

During the year under review, the Independent Directors of the company met one time on dated 13.02.2025. For further details, please refer Report on Corporate Governance attached to this Report

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee.

The evaluation process covered the aspects which included Board structure and composition, frequency of Board meetings, participation in the long term strategic planning, contribution to and monitoring of corporate governance practices and the fulfilment of Directors' obligation and fiduciary responsibilities, including but not limited to, active participation at the Board and committee meetings.

This evaluation is led by the Chairman of the Board Governance, Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

In compliance with the requirements of Listing Regulations, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the workings of the Company, their roles, rights and responsibilities vis-?-vis the Company, the industry in which the company operates, business model etc. along with updating on various amendments in the Listing Regulations and the Companies Act, 2013. The policy on Familiarization Programme is uploaded on the website of the Company and can be accessed through web link http://www.sumeetindustries.com/wp-content/uploads/2016/04/Familirisation-of-Independent-Director.pdf

In terms of Section 203 of the Companies Act, 2013 & section 2(51) of the Companies Amendment Act, 2017, the following are designated as Key Managerial Personnel of your Company by the Board in their meeting held on 02.09.2024. :

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no such transactions during the year under review:

1) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

2) Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme; 3) Your Company has not resorted to any buy back of its Equity Shares during the year under review; 4) Neither the Chairman and Managing Director nor the Whole time Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries; 5) No fraud has been reported by auditors under subsection (12) of Section 143; 6) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof – Not Applicable

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for devoted services of the Executives, Staff and workers of the Company for its success.