Churiwala Securities Pvt. Ltd. - leading and respected retail broking in India with over 3 decades of experience in creating wealth for investors with expertise in personalised investment planning in Equities / Portfolio Advisory for HNI & Retail clients.

Sobhagya Mercantile Ltd			Industry : Diversified - Medium / Small


BSE Code:	512014	NSE Symbol:	Not Listed	P/E(TTM):	40.8

ISIN Demat:	INE754D01018	Div & Yield %:	0	EPS(TTM):	22.56

Book Value(Rs):	101.9125	Market Cap ( Cr.):	773.22	Face Value(Rs):	10

Change Company

The Members,

Sobhagya Mercantile Limited

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

1. Financial Summary/Highlights:

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

(Rupees in Lakhs)

Particulars	F.Y.2024-25	F.Y.2023-24
Total Income	16,040.72	12,010.61
Less: Total Expenditure	13,656.60	10,437.77
Profit/(Loss) before tax	2,384.12	1,572.85
Less: Tax Expenses	831.04	414.59
Profit/(Loss) after tax	1,553.08	1,158.26
Add: Other comprehensive Income, net of income tax	5.04	3.36
Profit/Loss and other comprehensive income during the year	1,558.12	1,161.63

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

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

3. Dividend:

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

4. Transfer to Reserves:

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

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

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

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

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

7. Transfer of Un-claimed Dividend/Shares to Investor

Education and Protection Fund:

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

8. Revision of Financial Statements:

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

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

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

Furthermore, the Company has received In-Principle Approval from the Central Government vide letter dated 03rd February, 2025 for approval of Mining Plan and Mine Closure Plan (first Modification) for MARKI MANGLI IV COAL MINE located in Wardha Valley Coal Field under Section 5 (2)(b) of the Mines & Minerals (Development & Regulation) Act, 1957.

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

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

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

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

10. Deposits from public:

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

11.Subsidiary Companies:

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

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

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

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

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

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

In terms of the provisions of Section 178(3) of the

Companies Act 2013 (‘the Act'), and Regulation 19 of the

SEBI (Listing Obligations and Disclosures Requirements)

Regulations, 2015 (‘Listing Regulations'), the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

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

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

Independence - A director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

14.Independent Director's Familiarization Programmes:

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

The policy on Company's familiarization programme for

Independent Directors is hosted on your Company's website and its web link is www.sobhagyaltd.com.

15.Performance Evaluation:

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

16.Managerial Remuneration and Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in

Annexure- I and annexed to the Directors' Report.

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

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

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

17.Number of Board Meetings:

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

18.Statutory Committees of the Board:

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

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

19.Directors and Key Managerial Personnel: Resignation:

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

Appointment and Re-appointment:

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

Mr. Prashantkumar Lahoti (DIN: 00091140) was reappointed as a Non-Executive Independent Director , not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years, on the Board of the Company commencing from 21^st September, 2024 upto 20^th September, 2029 (both days inclusive) approved by the Board of Directors in their meeting held on 20^th September, 2024 and subsequently by the Members/ Shareholders of the Company by postal ballot through remote e-voting on 14^th December, 2024.

Director liable to retire by rotation:

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

Re-appointment of Managing Director:

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

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

Key Managerial Personnel:

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

All related party transactions that were entered into during the financial year were on arm's length basis and in the ordinary course of business. In line with the requirements of the Companies Act, 2013 and amendment to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Related Party Transactions have been approved by the Audit Committee and reviewed by it on a periodic basis. The Related Party transactions effected during the financial year are disclosed in the notes to the Financial Statements, forming part of this Annual Report. The policy on Related Party Transactions as approved by the Board is available on the Company's website at the link https://www.sobhagyaltd.com/pdf/policy/Related%20pa rty%20transactions%20policy.pdf

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

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

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

21.Statutory Auditors:

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

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

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

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

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

22.Internal Auditors:

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

23. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies

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

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (‘Listing Regulations'), the Company has obtained Secretarial Compliance Report from the Secretarial Auditors on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under. Pursuant to the amended provisions of Regulation 24A of the Listing Regulations requiring the appointment of Secretarial Auditors by the Members of the Company, the Board of Directors have approved and recommended the appointment of M/s PDTS & Associates, Company Secretaries (Firm Registration No. P2025MH104400),Nagpur, as Secretarial Auditors of the Company for a term of five consecutive years commencing from F.Y. 2025-26 till F.Y. 2029-30, for approval of the members at the ensuing Annual General Meeting.

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

24.Audit Reports:

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

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditors'

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

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

(b) Secretarial Audit Report:

The Secretarial Audit was carried out by Mr. Parag Dasarwar, Practicing Company Secretary, for the financial year ended 31^st March, 2025. The Report given by the Secretarial Auditors is annexed herewith as Annexure -III and forms integral part of this Report. The observations and comments given by the Secretarial Auditors in their report are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

25.Fraud Reporting:

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

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

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

A. Conservation of Energy:

Your Company's operations are not energy intensive.

Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

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

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil 2. Foreign Exchange Outgo: Nil

27.Management Discussion and Analysis Report:

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

28.Risk Management Policy:

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

29.Corporate Governance:

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

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

30. Code of Conduct for Prevention of Insider Trading:

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

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

31.Annual Return:

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

32.Stock Exchange

The Company's equity shares are listed on BSE Limited. The

Annual Listing Fees for the year 2025-2026 have been paid to the Exchange.

33. Share Capital:

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

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

34.Declaration of Independence:

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

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors: The Board of Directors is of the opinion that the integrity, expertise and experience (including proficiency) of the Independent Directors are satisfactory.

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

Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company's website at https://www.sobhagyaltd.com/pdf/policy/Nomination_R emuneration%20Policy.pdf

36.Directors' Responsibility Statement:

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

(a) in the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed along with proper explanation relating to material departures, if any; (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31^st March 2025 and the profit of the Company for the financial year ended 31^st March 2025; (c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

37.Vigil Mechanism/Whistle Blower Policy:

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

38.Employee Stock Option Scheme:

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

39.Corporate Social Responsibility:

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

40.Secretarial Standards:

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

41.Insurance:

The properties and assets of your Company are adequately insured.

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

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

43.Internal Financial Control Systems:

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

44. Prevention of Sexual Harassment at Workplace:

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

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 (‘POSH Act') and the Rules made thereunder. A Committee has been set up to redress complaints received regarding Sexual harassments. During the year under review, there were no Complaints pertaining to sexual harassment.

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

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

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

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

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

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

48.Rights Issue

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

1900.00 lakhs on a Rights basis to the eligible equity shareholders of the Company.

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

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

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

49.Green Initiative:

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

50.Other Disclosures:

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

a)Issue of equity shares with differential rights as to dividend, voting or otherwise. b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report. c)Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

51.Appreciation & Acknowledgement:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, for their contribution towards the growth of the Company.

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

	For and on behalf of the Board of Directors of
	Sobhagya Mercantile Limited
	Sd/-	Sd/-
	Shrikant Bhangdiya	Sonal Bhangdiya
	Managing Director	Director
	(DIN: 02628216)	(DIN: 03416775)
Place: Nagpur
Date: 14^th August, 2025