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SBC Exports Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1344.28 Cr. P/BV 24.05 Book Value (Rs.) 1.17
52 Week High/Low (Rs.) 28/11 FV/ML 1/1 P/E(X) 100.57
Bookclosure 10/03/2025 EPS (Rs.) 0.28 Div Yield (%) 0.00
Year End :2025-03 

The Board of Directors hereby submits the report of the business and operations of your Company ("the
Company" or "SBC"), along with the audited financial statements, for the financial year ended
March 31, 2025. The consolidated performance of the Company and its subsidiary has been referred to
wherever required.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS

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

PARTICULARS

STANDALONE

CONSOLIDATED

31.03.2025

31.03.2024

31.03.2025

31.03.2024

Revenue from Operations

23152.95

19101.22

30,004.52

20940.57

Other Income

870.18

361.67

898.51

365.28

Total Revenue

24023.13

19462.89

30,903.03

21305.85

Total Expenditure

22340.94

18178.43

29,067.55

20011.47

Profit/Loss before taxation

1682.19

1284.46

1,835.47

1294.38

Less: Tax Expenses

476.45

345.62

510.09

349.88

Profit /loss for the year

1205.74

938.84

1,336.68

944.50

2025

PROFIT DURING THE LAST 3 YEAR

1336.69

2024

2023

1205.14

1

944.5

1

938.84

690.93

1

681.65

o

T—1

o

00 12

00 1400 1600

till

0 200 400 600

8(

Ý Consolidated ÝStandalone

2. OPERATIONS:-

The Company has reported Consolidated Revenue from Operations is ? 30,004.52 Lakhs and Total
Standalone Revenue from Operations is ?23152.95 Lakhs against total Consolidated Revenue from
Operations is ?20940.57 Lakhs and Total Standalone Revenue from Operations is ? 19101.22 Lakhs for
the previous year.

The consolidated Net profit for the year under review amounted to 1 1,336.69 Lakhs and Total
standalone Net profit of ? 1205.74 Lakhs in the current year as compared to Last Year's c onsolidated Net
profit ?944.50 Lakhs and Total standalone Profit ? 938.84 Lakhs Respectively.

The Company has reported Standalone IT
Support-Segment Total Profit Before Tax
as ?623.54 Lakhs as comparing to last
year's ? 549.09 Lakhs. The Garment Sale-
Segment Total Profit Before Tax as ?
1965.30 Lakhs as comparing to last year's
? 1385.86.

The Company has reported Consolidated
IT Support-Segment Total Profit Before
Tax as ?623.54 Lakhs as comparing to
last year's ? 549.09 Lakhs. The Garment
Sale-Segment Total Profit Before Tax as
? 1965.30 Lakhs and Tour & Travel
Services-Segment Profit Before Tax as
^ 153.28 Lakhs as comparing to last
year's ?1385.86 and m.42 lakhs.

3. DIVIDEND DISTRIBUTION POLICY

"In accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company is not among the top 1000 listed entities and has therefore
not maintained a Dividend Distribution Policy.

4. NUMBER OF BOARD MEETINGS HELD

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other
business discussions. However, in case of a special and urgent business need, if any, the Board's approval is
taken by passing resolution(s) through circulation, as permitted by law, which is confirmed in the
subsequent Board Meeting.

During the Financial Year 2024-25, the Board met on 6 (Six) occasions viz.

Quarter

Date

Quarter 1

15-05-2024

Quarter 2

26-07-2024 & 28-08-2024

Quarter 3

22-10-2024

Quarter 4

24-01-2025 & 11-03-2025

The intervening gap between the meetings was within the period prescribed under the Companies Act,
2013.

5. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors'
Responsibility Statement, it is hereby stated that:

(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 have 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 have 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 have prepared the annual accounts on a going concern basis;

(e) The Directors have 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 have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

6. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the
Companies Act, 2013 along with Rules made there-under other than those which are reportable to the
Central Government.

7. DECLARATION BY INDEPENDENT DIRECTORS AND RE-APPOINTMENT, IF ANY

The Company has received necessary declaration from each independent director under Section 149(7) of
the Companies Act, 2013 that they continue to confirm the criteria of independence laid down in Section
149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

8. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of sub-section (1) of Section 178 of the Companies Act, 2013 read with Rule
made thereunder and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement)
Regulatio,2015, the company has formulated a NRC committee and formulated a policy on Directors'
appointment and remuneration, including the criteria for determining qualifications, positive attributes,
and independence of a Director, as well as other matters provided under sub-section (3) of Section 178 and
Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulatio,2015. The said policy has
been duly approved by the Board and is available on the Company's website at the following link:
https://www.sbcexportslimited.com/download/Policies/NRC%20Policy.pdf.

9. EXPLANATION OR COMMENTS ONQUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or the
Secretarial Auditor of the Company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The particulars of loans given or guarantees given or investments made or securities provided are given in
notes to financial statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related
parties were on an arm's length basis and in the ordinary course of business under the Companies Act
2013 and not material under the Listing Regulations and hence did not require members' prior approval
under the Companies Act 2013 and the Listing Regulations. The particulars of contracts or arrangements
with related parties referred to in sub-section (1) of section 188 are attached as Annexure-I in the Form
AOC-2.

12. TRASNFER TO RESERVES

The General Reserve of the Company stood at ? 667.93 Lakhs as at March 31, 2025. During the year under
review, the Company has transferred ? 1205.74 Lakhs to reserves.

13. DIVIDEND

During the financial year under review, your Company has reported a Net Profit of ?1,205.74 Lakhs. While
the Company continues to maintain a healthy financial position, the Board of Directors, after careful
consideration of current and future business requirements, has decided not to recommend any dividend
for the said financial year.

This decision aligns with the Company's long-term strategy to strengthen its capital base, support future
expansion initiatives, and maintain financial flexibility amid evolving market dynamics. The Board believes
that retaining the profits within the Company at this stage will serve the best interests of shareholders by
enabling sustainable growth and value creation in the coming years.

The Board expresses its sincere appreciation for the continued trust and support of all stakeholders.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:-

There are no material changes or commitments, affecting the financial position of the Company which
have occurred between the end of the financial year of the Company i.e. March 31, 2025 and the date of
this report.

During the year under review period, the Company has signed Mr. Saurabh Raj Jain (Indian Actor) and
Ms. Rupali Bhushan (Indian Model and Ms. Jharkhand 2020) for the Company's Brand "F-route"
promotion.

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

TECHNOLOGY ADOPTION REPORT
Introduction

As a leading textile company committed to innovation and sustainability, SBC Exports Limited continuously
explores and integrates cutting-edge technologies to enhance our operations, streamline processes, and
deliver superior products to our customers. This year has been pivotal in advancing our technology

adoption strategy, enabling us to maintain a competitive edge in a rapidly evolving market. The following
report highlights key technological advancements and their impact on our business.

Digital Transformation

1. Automation in Manufacturing

This year, we invested significantly in automating our manufacturing processes. The implementation of
advanced robotics and automated machinery has not only increased production efficiency but also
improved product consistency and quality. Our new automated weaving and dyeing systems have reduced
production time and minimized material waste contributing to both cost savings and environmental
sustainability.

2. Smart Textile Technology

We have introduced smart textiles into our product lines, incorporating sensors and conductive fibers that
enable garments to monitor and respond to environmental conditions. This innovation has positioned us as
a leader in the functional apparel market, catering to the growing demand for wearable technology. Our
smart textiles feature applications ranging from health monitoring to temperature regulation, offering
enhanced value to our customers.

3. Digital Fabric Printing

Our new digital fabric printing technology has revolutionized our design capabilities. This state-of-the-art
system allows for high-resolution prints with unparalleled color accuracy and design flexibility. By reducing
the need for traditional screen printing, we have accelerated the design-to-production cycle and
significantly cut down on resource consumption.

Supply Chain Optimization

1. Advanced Analytics and AI

We have leveraged advanced analytics and artificial intelligence (AI) to optimize our supply chain
management. Predictive analytics tools have improved demand forecasting accuracy, enabling us to better
align production with market needs. AI-driven supply chain solutions have enhanced inventory
management, reducing excess stock and minimizing supply chain disruptions.

2. Blockchain for Transparency

To enhance traceability and transparency, we have integrated blockchain technology into our supply chain
operations. This initiative ensures the authenticity and ethical sourcing of our raw materials, building
greater trust with our customers and stakeholders. The blockchain system provides an immutable record
of each product's journey from source to finished garment, reinforcing our commitment to ethical
practices.

Sustainable Technologies

1. Eco-Friendly Dyeing Processes

Our commitment to sustainability has led to the adoption of eco-friendly dyeing technologies. We have
replaced conventional dyeing methods with waterless dyeing techniques that reduce water consumption
and eliminate harmful chemical runoff. This transition supports our goal of minimizing our environmental
footprint and aligns with global sustainability standards.

2. Recycling and Circular Economy

In line with our sustainability objectives, we have implemented a textile recycling program that repurposes
post-consumer and post-industrial waste into new fabrics. Our closed-loop recycling system not only
reduces waste but also conserves raw materials, supporting the circular economy model. This initiative has
diverted over 50 tons of textile waste from landfills this year alone.

Future Outlook

Looking ahead, The Company remains committed to exploring and adopting new technologies that drive
innovation and efficiency. Our focus for the coming year includes further advancements in artificial

intelligence for predictive maintenance, expansion of our smart textile product range, and continued
investment in sustainable practices.

By staying at the forefront of technological advancements, we aim to enhance our operational excellence,
deliver exceptional value to our customers, and contribute positively to the global textile industry.

ENERGY CONSERVATION

As a forward-thinking textile company, we are dedicated to advancing energy conservation practices to
enhance sustainability and operational efficiency. This year, our focus on integrating energy-efficient
technologies has not only contributed to reducing our environmental footprint but has also resulted in
significant cost savings.

We have made substantial investments in upgrading our manufacturing equipment to include energy-
efficient technologies. Our new machinery, including high-efficiency looms and dyeing units, consumes
comparatively less energy compared to our previous equipment. This upgrade has led to a notable
reduction in our overall energy consumption, aligning with our sustainability goals.

In line with our sustainability strategy, we have installed solar panels on the rooftops of our manufacturing
facilities. This initiative has allowed us to generate approximately 30% of our electricity needs from
renewable sources. The solar power system has significantly reduced our reliance on non-renewable
energy sources, lowering our carbon footprint and providing a stable, cost-effective energy solution.

Looking ahead, we are committed to further advancing our energy conservation initiatives. Our plans for
the coming year include expanding our renewable energy projects, investing in additional energy-efficient
technologies, and continuing to engage our workforce in energy-saving practices.

By prioritizing energy conservation, we aim to enhance our operational efficiency, reduce costs, and
contribute positively to environmental sustainability.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in '000)

PARTICULARS

Inflow

USD $ 2552.73

EURO € 14.69

Outflow

Nil

16. RISK MANAGEMENT POLICY

Although the Company does not fall under the mandatory criteria for formulation of a Risk Management
Policy, as per Regulation 21 SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 it has
voluntarily developed and implemented a Risk Management Policy to ensure a structured and proactive
approach to identifying and managing risks. The policy outlines various elements of risk which, in the
opinion of the Board, may potentially affect the operations or threaten the existence of the Company. The
Risk Management Policy is available on the Company's website at the following link:
https://www.sbcexportslimited.com/download/Policies/Risk%20Management%20Policy.pdf.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company has developed and implemented a Corporate Social Responsibility (CSR) Policy in line with the
provisions of the Companies Act, 2013. The details of the CSR initiatives undertaken during the year are guided
by this policy. The CSR Policy is available on the Company's website at the following link:
https://www.sbcexportslimited.com/download/Policies/CSR%20Policy.pdf.

18. BOARD EVALUATION

Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 read with the rules framed
thereunder and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance
and that of its Committees and individual Directors. The manner in which the evaluation has been carried
out is explained in the Corporate Governance Report which forms part of the Annual Report.

Further, to comply with Regulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Independent Directors have also evaluated the performance of Non-Independent
Directors, Chairman and Board as a whole at a separate meeting of Independent Directors, which was held
on August 21, 2024 and January 22, 2025.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

• Expertise;

• Objectivity and Independence;

• Guidance and support in context of life stage of the Company;

• Understanding of the Company's business;

• Understanding and commitment to duties and responsibilities;

• Willingness to devote the time needed for effective contribution to Company;

• Participation in discussions in effective and constructive manner;

• Responsiveness in approach;

• Ability to encourage and motivate the Management for continued performance and success.

The evaluation involves Self-Evaluation by the Board Member and subsequent assessment by the Board of
Directors. A member of the Board will not participate in the discussion of his/her evaluation. Accordingly,
a process of evaluation was followed by the Board for its own performance and that of its Committees and
individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration
Committee and Independent Director at their respective meetings held for the purpose.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Circular/ Notifications/ Directions
issued by Reserve Bank of India from time to time, the Management Discussion and Analysis of the
financial condition and result of consolidated operations of the Company for the year under review is
presented in a separate section forming part of the Annual Report as Annexure-II.

20. CHANGE IN THE NATURE OF BUSINESS:-

There is no change in the nature of the business of the company in the review period.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Joint Ventures or Associate Company. The Company has One (1) wholly
Owned Subsidiary Company i.e. Mauji Trip Limited running a business of Tour and Travels.

Overview: Outlook for the Future:

Mauji Trip Limited is a wholly owned subsidiary of Mauji Trip Limited is poised for continued growth
SBC Exports Ltd., specializing in providing a with plans to further diversify our service offerings

Core Services:

Performance Highlights:

1.

Leisure Travel: Mauji Trip Limited offers

Revenue Growth: In 2024-25, Mauji Trip

curated travel packages, including guided

Limited achieved a revenue growth of

tours, adventure travel, and luxury vacations.

120.65%, driven by increased demand for

Our services encompass everything from

customized travel solutions and expansion

personalized itineraries to exclusive access to

into new markets.

top destinations around the world.

Market Expansion: We successfully

2.

Corporate Travel Management: We provide

expanded our operations into Middle

East,

end-to-end travel management solutions for

broadening our market reach

and

businesses, including flight bookings,

establishing new partnerships with

local

accommodation arrangements, and travel

travel providers.

policy compliance.

3.

Our dedicated team ensures seamless travel

Revenue From Operation

experiences for corporate clients, optimizing

000

travel spend and enhancing convenience.

7000

4.

Specialized Travel Services: This includes niche

5000

~7~

services such as destination weddings, group

5000

/

travel arrangements, and custom travel

4000

_y_

experiences. We cater to specific client needs

3000

-y-

with precision and expertise.

2000

5.

Travel Consulting: Our consulting services

1000

help clients make informed travel decisions

0

with access to expert advice on destinations,

2023 2024 2025

travel regulations, and best practices

comprehensive range of travel and tourism services.
Established in 2021, Mauji Trip Limited is swiftly
becoming a leading player in the travel industry,
offering bespoke travel experiences and tailored
solutions for both leisure and corporate clients.

and the enter emerging markets.

Our focus will remain on enhancing customer
experiences through innovative solutions and
maintaining our position as a leader in the travel
industry.

22. DEPOSITS

During the year, the Company has neither accepted any deposits from the public, nor does it have any
scheme to invite any such deposits.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:-

During the year under review an Assessment Order by the Income Tax Authority for the assessment year
(AY) 2024-25 was passed which was in relation to demand under section 156 of the Income-Tax Act, 1961.
There was no immediate impact on the financial, operations, or other activities of the Company. The
Company is in the process of filing an appeal against the aforesaid Order.

Apart from above mentioned order there has been not any such significant and material orders passed by
the regulators or courts or tribunals impacting the going concern status and company's operations in
future.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of
its operations. To maintain its objectivity and independence, the Internal Audit reports to the Chairman of

the Audit Committee of the Board and to the Managing Director. The Internal Audit Department reviews
the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected
against loss and that the financial and operational information is accurate and complete in all respects.
Company policies, guidelines and procedures provide for adequate checks and balances and are meant to
ensure that all transactions are authorized, recorded and reported correctly.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The provisions/requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 and Rules made thereunder are being followed by the Company and the company is
providing the proper environment of working to all employees and has proper internal control Mechanism
for prevention, prohibition and redressal of sexual harassment at workplace. The Company has complied
with the provisions of constitution of Internal Complaints Committee under the Act. There were no
cases/complaints filed under this Act during the year under review.

Particular

Number

Number of complaints of sexual harassment
received in the year

0

Number of complaints disposed off during the year

0

Number of cases pending for more than ninety days

0

26. Maternity Benefit Act 1961

Your Company is fully committed to upholding the rights and welfare of its employees, particularly with
regard to maternity benefits. We affirm that the company complies with all applicable provisions of the
Maternity Benefit Act, 1961, as amended from time to time.

As part of our compliance:

• We provide paid maternity leave in accordance with the Act to all eligible women employees.

• We ensure that no woman is employed during the period of six weeks immediately following the
day of her delivery or miscarriage, in compliance with Section 4 of the Act.

• We do not dismiss, discharge, or disadvantage any employee due to her maternity leave.

• We provide nursing breaks and necessary facilities as required under the law.

• We maintain accurate records as mandated under the Act and submit any required documentation
to the appropriate authorities.

27. INSOLVENCY AND BANKRUPTCY CODE, 2016

During the reporting period, there were no applications made or proceedings initiated or pending against
the Company under the Insolvency and Bankruptcy Code, 2016. Accordingly, this disclosure is
not
applicable
for the financial year ended 31 March, 2025.

28. DISCLOSURE ON VALUATION DIFFERENCES IN CASE OF ONE-TIME SETTLEMENT WITH BANKS OR
FINANCIAL INSTITUTIONS

During the reporting period, the Company has not entered into any one-time settlement with banks or
financial institutions. Accordingly, the requirement to disclose the difference between the valuation done

at the time of one-time settlement and the valuation done while availing loans does not arise and is not
applicable
for the financial year ended 31 March, 2025.

29. CHANGE IN SHARE CAPITAL

The Authorized Share Capital of your Company as
at March 31, 2025 stands at Rs. 50,00,00,000
divided into 50,00,00,000 Equity Shares of Re. 1/-
each.

As at March 31, 2025, the Issued, Subscribed and
Paid-up Equity Share Capital of the Company stood
at Rs. 47,61,90,000 divided into 47,61,90,000
Equity Shares of Re. 1/- each.

Company in the last financial year issued Bonus
equity shares of the Company of Re. 1/- (Rupee
One only) each to the equity shareholders of the
Company as on Record Date, in the proportion of
(1:2) i.e. one new equity share for every two
existing equity share .

The Authorized Share Capital, increased from Rs.
40,00,00,000/- to 50,00,00,000/- i.e. by
Rs. 10,00,00,000/- and The Issued, Subscribed and
Paid-up Equity Share Capital of the Company, after
issue of Bonus Shares, increased from Rs.
31,74,60,000/- to Rs. 47,61,90,000/- i.e. by Rs.
15,87,30,000/-.

Apart from the above mentioned Bonus Equity
Share, there were neither any issue of Equity
shares with differential rights as to dividend, voting
or otherwise nor grant of any stock options or
sweat equity under any scheme during the year
under review.

As on March 31, 2025, None of the Directors of the
Company was holding any instrument convertible
into Equity Shares of the Company.

30. DEPOSITORY SYSTEM

As the Members are aware, the shares of the company are tradable compulsorily in electronic form and
our Company has established connectivity with both National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL).

In view of the numerous advantages offered by the depository system, the members are requested to ava il
the facility of Dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to the
Company's Equity shares is INE04AK01028.

The details of Registrar and Share Transfer Agent of the company is provided in the Corporate Governance
Column of this Annual Report. The Members are advised to contact the Registrar and Share Transfer Agent
of the Company or the Company itself with relation to any question related to Dematerialisation & related
aspects.

31. STATUTORY INFORMATION

The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo pursuant to Section 134(3) (m)
of the Companies (Accounts) Rules, 2014 forms the
integral part of this Report.

The statement containing particulars of top 10
employees and the employees drawing
remuneration in excess of limits prescribed under
Section 197 (12) of the Act read with Rule 5 (2) and
(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 is provided in a separate Annexure forming
part of the Report.

The said Annexure is open for inspection at the
Registered Office of the Company.

Any member interested in obtaining a copy of the
same may write to the Company Secretary at the
Registered Office of the company, 21 days before
and upto the date of the ensuing Annual General
Meeting during the business hours on working
days.

None of the employees mentioned in the said
statement is a relative of any Director of the
Company.

And none of the employees hold (by himself or

In terms of proviso to Section 136(1) of the Act, the
Report along with Accounts are being sent to the
shareholders excluding the aforesaid Annexure.

along with his spouse and dependent children)
more than two percent of the equity shares of the
Company.

32. CODES AND POLICIES

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013
and Securities and Exchange Board of India (SEBI) regulations are provided in Annexure-III to the Board's
report.

33. CORPORATE GOVERNANCE

Our Company has been practicing the principles of good corporate governance as it is committed to
maintain the highest standards of Corporate Governance and believes in conducting its business with due
compliance of the Regulation 34 (3) read with Schedule V of the SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015 and other applicable laws. Integrity and transparency are key to our
corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times.
The Company has duly implemented the system of Corporate Governance and a separate report on
Corporate Governance practices followed by the Company, together with a certificate from the Company's
Auditors confirming compliance forms an integral part of this Report as Annexure-IV.

34. AUDITORS AND AUDITORS' REPORT

M/s. STRG & Associates, Chartered Accountants (FRN 014826N), having its office at New Delhi was
Re-appointed as the Statutory Auditors of the Company on 30th day of September, 2024 who held their
office another Term of 5 Years that is from 2024-25 to 2029-30.

Further, the Auditors' Report and Notes to the Accounts referred to in the Auditors' Report are self¬
explanatory and therefore, does not call for any further comments and explanations. The observations of
the Statutory Auditors, when read together with the relevant notes to the accounts and accounting
policies are self-explanatory and do not calls for any further comment.

35. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions notified under Section 133 of the companies Act, 2013 read with
Companies (Indian Accounting Standards) Rules, 2015 and Indian Accounting Standard ("Ind AS") 110 -
Consolidated Financial Statements, the audited consolidated financial statement forms part of the Annual
Report.

36. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and Companies (Appointment and
Remuneration of Managerial Personnel Rules) 2014, Company had appointed M/s. Kumar Mandal and
Associates, Company Secretaries in Practice on 22nd Day of August, 2019 for the Financial Year 2019-20
and onwards, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the
financial year 2024-25 is attached as Annexure-V.

37. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to code of Independent Directors in compliance with Schedule IV the Companies Act, 2013 and
rules made there under and regulation 25 (3) of the SEBI Listing Regulations, 2015, a separate meeting of

the Independent Directors of the Company was held on August 21st, 2024 and January 22nd, 2025 and to
review the performance of Non-independent directors (including the Chairman) and the Board as a whole.

The Independent directors also reviewed the quality, content and timeliness of the flow of information
between the Management and the Board and its committees which is necessary to effectively and
reasonably perform and discharge their duties.

38. CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS AND KMPs

During the period under no changes were there in the composition of the Board of Directors and KMPs.

39. RETIREMENT OF DIRECTOR BY ROTATION:

No Director is liable to retire by rotation at the ensuing Annual General Meeting.

40. BOARD'S INDEPENDENCE

Definition of 'Independence' of Directors is in conformity with Section 149(6) of the Companies Act, 2013
and the requirements of Listing Regulations. Based on the confirmation / disclosures received from the
Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are
Independent in terms of Section 149(6) of the Companies Act, 2013 and the requirements of Listing
Regulations :-

1. Mr. Jasbir Singh Marjara

2. Mrs. Ruchi Chordia

3. Mrs. Pooja Solanki

4. Mrs. Radha Kumari

5. Ms. Parul Singh

The independent directors have submitted the declaration of independence, as required under section
149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in
section 149(6) of the Companies Act, 2013.

41. PARTICULARS OF EMPLOYEES

According To Rule-5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014

Sr.no

Name of Directors

Designation

Ratio of remuneration of
director to median
remuneration of employees

%increase in the
financial year

1.

Govindji Gupta

Managing Director

1.223%

29.03%

2.

Deepika Gupta

Executive Director

1.0147%

Nil

3.

Hariom Sharma

Company Secretary

-

7.44%

4.

Mukesh Bhatt

Chief Financial Officer

-

16.67%

Note-the percentage increase in the median remuneration of employees in the financial year is 7.27%.
There were no employee in receipt of remuneration of ?1.02 crores Rupees per annum if employed for
whole of the year or ?8.50 Lakhs per month, if employed for part of the year, whose particulars are
required to be given under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014.

The remuneration paid to the directors and employees of the company is as per the remuneration policy of
the company.

42. WHISTLE BLOWER POLICY /VIGIL MECHANISM

In compliance with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, the Company
has established a Whistle Blower Policy / Vigil Mechanism Policy that enables the Directors and Employees

to report genuine concerns. The vigil mechanism provides for (a) adequate safeguards against victimization
of persons who use the vigil mechanism; and (b) direct access to the Chairperson of the Audit Committee
of the Board of Directors of the Company in appropriate or exceptional cases.

No complaint of this nature has been received by the Audit Committee during the year under review.

43. EXTRACT OF ANNUAL RETURN

The Company is maintaining a website where the extract of Annual Return can be accessible. The Link of
the website is www.sbcexportslimited.com or you may
Click Here to Access the Annual Returns.

44. CORPORATE SOCIAL RESPONSIBILITY

We are pleased to inform your Company continues to uphold its commitment to corporate social
responsibility (CSR) and sustainable development. As part of our ongoing efforts to contribute to the
welfare of the community and environment, we have recently transferred the designated CSR amount in
accordance with Schedule VII of the Companies Act, 2013.

This transfer is aligned with the regulatory requirements and reflects our dedication to engaging in
activities that promote education, healthcare, environmental sustainability, and other socially beneficial
initiatives as outlined in Schedule VII.

As part of our commitment to social responsibility and sustainable development, we have transferred an
amount of ^ 20,00,000/- (Rupees Twenty Lakhs Only) to Om Sarvodayam Sansthanam for the

implementation of the aforementioned project.

This transfer aligns with the objectives outlined in Schedule VII, which include specific areas such as
education, healthcare, environmental sustainability etc. Please find enclosed the Annexure VI for the
purpose of detail CSR Expenditure.

We trust that these funds will be used effectively to achieve the intended impact and contribute to the
welfare of the community.

Objectives and Expected Outcomes

The primary objectives of this initiative include:

1. "To provide educational resources and infrastructure to schools in underdeveloped areas."

2. "To conduct health camps and provide essential medical services to communities lacking
healthcare access."

3. "To initiate tree plantation drives and promote sustainable agricultural practices among farmers."

4. Others as provided Under Schedule VII of the Companies Act, 2013.

The view this partnership as the beginning of a long-term relationship focused on creating sustainable and
meaningful change. We are open to exploring additional avenues of collaboration in the future, particularly
in areas that align with our CSR vision.

45. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to Key
business objectives. Major risks identified by the Board and systematically steps taken to mitigate on a
continuous basis. The Company's internal control system is commensurate with the nature of its business
and the size and complexity of operations.

46. MAINTENANCE OF COST RECORDS

Pursuant to the provision of section 148 (1) of the Companies Act, 2013 read with the companies
(Accounts) Rule, 2014 , the company is required to maintain cost record as specified by the central

Government and accordingly, such cost accounts and records are made and maintained by the company
during the financial year under review.

47. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

During the year, the Company has reviewed its Internal Financial Control systems and has continually
contributed to the establishment of a more robust and effective internal financial control framework,
prescribed under the ambit of Section 134(5) of the Act. The preparation and presentation of the financial
statements is pursuant to the control criteria defined considering the essential components of Internal
Control - as stated in the "Guidance Note on Audit of Internal Financial Controls Over Financial Reporting"
issued by the Institute of Chartered Accountants of India.

The control criteria ensure the orderly and efficient conduct of the Company's business, including
adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and the timely preparation of reliable financial
information.

Based on the assessment carried out by the Management and the evaluation of the results of the
assessment, the Board of Directors are of the opinion that the Company has an adequate Internal Financial
Controls system that is operating effectively as of 31st March 2025.

48. STATEMENT OF CAUTION

Statements in this Directors' Report and Management Discussion and Analysis describing the Company's
objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within
the meaning of applicable securities laws and regulations. Actual results may differ materially from those
expressed or implied. Important factors that could make difference to the Company's operations include
raw material availability and its prices, cyclical demand and pricing in the Company's principal markets,
changes in Government regulations, Tax regimes, economic developments within India and the countries
in which the Company conducts business and other ancillary factors.

49. APPRECIATION & ACKNOWLEDGEMENT

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted
support and contributions made by all the employees of the Company as well as customers, dealers,
agents, suppliers, Investors, consultants, bankers and other authorities for their continued support and
faith reposed in the Company. The Directors also thank the Central and State Government of India and
concerned Government Departments/ Agencies for their cooperation. The directors appreciate and value
the contributions made by every member of the company.

For SBC EXPORTS LIMITED

GOVINDJI GUPTA DEEPIKA GUPTA

Director Director

DIN: 01632764 DIN: 03319765

Date: 28.08.2025
Place: Sahibabad


 
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