Board of Directors is privileged to present with great honor, this 42^nd Annual Report together
with Audited statement on the business and operations of the company for the year ended on
31^st March, 2025.

FINANCIAL RESULTS (STANDALONE): (in Lakhs)

RESULTS OF OPERATIONS AND STATE OF AFFAIRS (STANDALONE)

The highlights of the performance during the year under review are as under:

• Total Revenue from Operations increased in current year to Rs. 165.32 Lakh (as compare
to Previous Year Rs. 141.669 Lakh)

• Profit Before Interest & Dep. increased to Rs.219.30 Lakh (as per Previous year Rs. 159.46
Lakh)

• Profit after tax of the Company is also increased in the current financial year which
amounts to Rs. 164.09 Lakh as compared to previous year Rs. 105.69 Lakh

• Net worth of the Company has increased from 2710.28 Lakh in FY 2023-24 to 2874.37
Lakh in FY 2024-25

RESULTS OF OPERATIONS AND STATE OF AFFAIRS (CONSOLIDATED)

The highlights of the performance during the year under review are as under:

• Total Revenue from Operations increased in current year to Rs.492.95 Lakh (as compare
to Previous year Rs. 315.50 Lakh)

• Profit before Interest & Dep. Increased to Rs. 421.15 Lakh (as compare to previous year
Rs. 249.69 Lakh).

• Profit after tax of the Company increased in the current financial year which amounts to
Rs. 325.19 Lakh (as compared to previous year Rs. 174.82 Lakh).

• Net worth of the Company has increased from 3300.29 Lakh in FY 2023-24 to 3593.01
Lakh in FY 2024-25

SHARE CAPITAL

The paid-up equity capital as on March 31, 2025 was Rs.10,04,75,000/-. During the year under
review, the Company has not issued shares with differential voting rights nor has issued any
sweat equity. As on March 31, 2025, none of the Directors of the Company hold any
convertible instruments of the Company.

DIVIDEND

It was decided by the Board not to declare any dividend during the year under review.
DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from
the public within the meaning of Section 73 of the Companies Act, 2013 (“the Act”) read with
the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

The Company transferred an amount of Rs. 32.82 Lakh/- to the Special Reserves under section
45-IC of RBI Act, during the year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated and Standalone Financial Statements of the Company have been prepared in
accordance with Indian Accounting Standards as notified under Sections 129 and 133 of the Act
read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of
the Act. In accordance with the provisions of the Act, applicable Accounting Standards, the
SEBI Listing Regulations, the Audited Standalone and Consolidated Financial Statements of
the Company for the financial year ended 31st March 2025, together with the Auditors’ Report
form part of this Annual Report.

The Audited Financial Statements (including the Consolidated Financial Statements) of the
Company as stated above and the Financial Statements of the Subsidiaries of the Company,
whose financials are consolidated with that of the Company, are available on the Company’s
website at https https://www.sulabh.org.in/Investors.

A statement containing the silent features of the financial statement of the subsidiary in the
prescribed Form AOC-1 are annexed as “Annexure- 2”.

SUBSIDIARY COMPANIES

As on March 31, 2025 the Company has one subsidiary, M/s “Venkatswamy Mining and Estates
Private Limited” the corporate details of the company is given below:

Web link of website for Policy for determining material subsidiary:
https://www.sulabh.org.in/upload/PDF/00000062.pdf

Provisions of Regulations 24 and 24A of SEBI Listing Regulations, with reference to
Subsidiaries were duly complied to the extent applicable.

The audited financial statements, the Auditors Report thereon and the Board’s Report for the
Company’s subsidiary for the year ended March 31, 2025 are available on the website of the
Company.

(The name of subsidiary changed from Rodic Coffee Estates Private Limited to new name as
“Venkatswamy Mining and Estates Private Limited w.e.f. 29^th April, 2024)

Material Subsidiaries

As required under Regulations 16(1)(c) of the SEBI Listing Regulations, the Board has
approved and adopted the Policy for determining Material Subsidiaries. The Policy is available
on the Company’s website, Venkatswamy Mining and Estates Private Limited is the Material
Subsidiaries (Un-Listed) of the Company as per Regulation 16(1)(c) of the SEBI Listing
Regulations.

LENDING OPERATIONS

The Company is a Non-Banking Financial Company (“NBFC”) and is engaged in providing
loans for Business or Capacity expansion, Working Capital loans, loans for Purchase of
Equipment and Machinery, Term Loans against Property, personal loans, loans for Purchase
of Commercial Property and other finance services.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Board of Directors states that:

a) In preparation of the annual financial statements for the year ended March 31, 2025, the
applicable accounting standards have been followed and there are no material departures from
the same;

b) The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2025 and of the profit of the
Company for the year ended on that date;

c) The Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down proper internal financial controls to be followed by the
Company and that such financial controls are adequate and are operating effectively;

f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that the systems are adequate and are operating effectively.

CORPORATE GOVERNANCE

As was disclosed in the last year annual’s report, The Company has been observing best
governance practices and is committed to adhere to the Corporate Governance requirements
on an ongoing basis. A separate section on Corporate Governance as stipulated under Part C
of Schedule V and a certificate from the Practicing Company Secretary regarding compliance

of conditions of Corporate Governance, as stipulated under Part E of Schedule V of the SEBI
(Listing Obligation and Discloser Requirements) Regulations, 2015 forms part of this Annual
Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the requirement of Section 135 of the Companies Act, 2013 for
applicability of Corporate Social Responsibility and so the Company is not mandatorily
required to contribute towards CSR for the financial year under review.

DEPOSITS FROM PUBLIC

The Company being a non-deposit taking NBFC, has not accepted any deposits from the
public during the year under review.

CHANGE IN NATURE OF BUSINESS

The Company continues to operate in the same business and there is no change in the nature
of business during the period under review. Furthermore there was no material changes in
company impacting its operations.

STATUTORY COMPLIANCE

The Company has complied with Ind AS as prescribed under section 133 of the Companies
Act, 2013. The Company has also complied with the directions issued by RBI from time to
time.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a suitable and adequate Internal Control System which indeed is
commensurate with the size, scale and complexity of its operations. Internal control systems
are integral to Company’s corporate governance framework. Internal Auditors report to the
Chairman of the Audit Committee of the Board and ensure compliances with operating
systems, accounting procedures and policies at all locations of the Company and its
subsidiaries.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the company is duly constituted.

All the other directors except Mr. Vimal Kumar Sharma and Mrs. Seema Mittal are
Independent and Non-Executive Directors and are not liable to retire by rotation. As Mr.
Vimal Kumar Sharma is the Managing Director of the company therefore not liable to retire
by rotation, therefore pursuant to the provisions of Section 152 of the Companies Act, 2013
and the Articles of Association of the Company Mrs. Seema Mittal retires by rotation at the
ensuing Annual General Meeting and offers herself for reappointment.

The Nomination, Remuneration and Compensation Committee of the Company and the Board
of Directors have recommended the re-appointment of Mrs. Seema Mittal retires to the
shareholders at the ensuing AGM. The information required to be disclosed under Regulation

36(3) of the SEBI Listing Regulations in case of re-appointment of Mrs. Seema Mittal is
provided in the Notice of the ensuing AGM.

During the year under the review Mrs. Amanpreet Kaur (DIN: 09711954) has been appointed
as a Non-Executive - Independent Director w.e.f 14^th of August 2024.

During the year under the review Mr. Vijay Kumar Jain (DIN: 08208856) has been re¬
appointed as Independent Director, to hold office for a second term of 5 (five) consecutive
years on the Board of the Company commenced from September 29, 2024.

During the year under the review, Mr. Rakesh Chand Agarwal (DIN: 03539915) has resigned
from the post of Independent Director w.e.f from 7^th, March 2025. Stating no material reason
for the resignation.

During the Year under the review, Mrs. Rekha Kejriwal (Company Secretary and Compliance
Officer) has tendered her resignation due to personal reasons on 15^th of April, 2024 and
consequently Mr. Amit Kumar Kanaujia has been appointed as Company secretary and
Compliance Officer of the company w.e.f 16^th of April, 2024

Change in Directors, Key Managerial Personnel and Senior Management after the closing of
the financial year 2024-25:

Mr. Amit Kumar Kanaujia (Company Secretary and Compliance Officer) has tendered his
resignation due to personal reasons from the post of Company Secretary and Compliance
Officer with effect from closing of working hours on 13^th of June, 2025.

Mr. Tauheed Ahmad has been appointed as a Company Secretary and Compliance Officer of
the company with effect from 14^th of June 2025.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received declaration from all the Independent Directors that they meet with
the criteria of independence as prescribed under Subsection (6) of Section 149 of the
Companies Act, 2013 read with Rule 6 (1) and (3) of Companies (Appointment and
Qualifications of Directors) Rules, 2014 as amended from time to time & Regulation 16 & 25
of the SEBI (Listing Obligation and Discloser Requirements) 2015.

During the year, all of Independent Directors convened a separate meeting without the
presence of Non-Independent Directors and members of the management as per provisions of
Clause VII of Schedule IV to the Companies Act, 2013. In that meeting of Independent
Directors, performance of non-independent directors, Chairman and the Board as a whole were
reviewed and evaluated.

FORMAL EVALUATION OF THE PERFORMACE OF THE BOARD,
COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of 134(3)(p) of the Companies Act, 2013 and Listing Regulations,
the Board has carried out the annual performance evaluation of its own performance, the
Directors individually including Independent Directors as well as the evaluation of the

working of its Committees. The evaluation was carried on the basis of structured questionnaire
was prepared after taking into consideration inputs received from the Directors, covering
various aspects of the Board’s functioning such as adequacy of the composition of the Board
and its Committees, level of engagement and participation, Board culture, execution and
performance of specific duties, obligations and governance. The Board has expressed their
satisfaction with the evaluation process.

In pursuant to Regulation 17(10) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of Independent
Directors were done by the entire board of directors which includes -

(a) Performance of the directors; and

(b) Fulfillment of the independence criteria as specified in the regulations and their
independence from the management.

COMPANY’S POLICY RELATING TO DIRECTOR’S APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has in force a Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors’ qualifications, positive attributes, independence of
Directors and other related matters as provided under Section 178(3) of the Companies Act,
2013, the policy has been disseminated at the website of the company. The weblink for the
same is https://www.sulabh.org.in/Investors.

FAMILIARIZATION PROGRAM

The Company has adopted the Familiarization Programme to familiarize Independent
Directors of the Company. On appointment, the concerned Director is issued a Letter of
Appointment setting out in detail, the terms of appointment, duties, responsibilities and
expected time commitments. The details of program for familiarization of Independent
Directors with the Company, their roles, rights, responsibilities in the Company and related
matters are put up on the website of the Company at www.sulabh.org. in

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

During the year under review, on August 02, 2024, the Board of Directors, based on the
recommendation of the Audit Committee, has appointed M/s Ranjit Jain & Co. Chartered
Accountants (FRN: 322505E) as Statutory Auditors of the Company to fill the casual vacancy
caused due to the resignation of M/s Satish Soni & Co. (FRN 109333W), the approval of the
same has been taken from shareholders in duly convened Annual General Meeting held on
28^th of September, 2024. M/s Satish Soni & Co., Chartered Accountants, resigned on 02^nd
August, 2024, from the designation of Statutory Auditor of the company citing the fact that
due to personal reasons. The said appointment is pursuant to applicable provisions of the
Companies Act 2013 and the SEBI Listing Regulations, 2015. The existing/outgoing Auditor
has not raised any concern or issue and there is no reason other than as mentioned in their
resignation letter. M/s Ranjit Jain & Co. Chartered Accountants.

The statutory auditors have confirmed they are not disqualified from being appointed as
auditors of the Company. There is no qualification, reservation or adverse remark or
disclaimer made in the Auditor’s Report, needing explanations or comments by the Board.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the
year under review against the Company by its officers or employees as specified under Section
143(12) of The Companies Act, 2013.

Secretarial Auditor

CS Gopesh Sahu, Practicing Company Secretary was appointed to conduct the Secretarial
Audit of the Company for the financial year 2024-2025 as required under section 204 of the
Companies Act, 2013 and the rules there under. The Secretarial Audit report for the financial
year 2024-25 forms part of the Annual Report as “Annexure 4” to the Board’s Report.

The Secretarial Audit Report does not contain any qualification, reservations or adverse
remark.

Secretarial Auditor (Material Subsidiary Company)

CS Vaibhav Agnihotri, Practicing Company Secretary conducted the Secretarial Audit of
“Venkatswamy Mining And Estates Private Limited (Material Subsidiary of Sulabh Engineers
and Services Limited) for the financial year 2024-2025 as per requirement under Regulation
24A of SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015. Secretarial
Audit Report of Material Subsidiary is also required to be attached with annual report of
holding company, as “Annexure 5” to the Board’s Report.

COST RECORDS AND COST AUDITORS

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not
applicable to the Company

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively.

REGISTRATION OF INDEPENDENT DIRECTORS WITH INDEPENDENT
DIRECTOR’S DATABANK

The Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019
required all existing and those aspiring to become independent directors to apply online to
Indian Institute of Corporate Affairs (IICA) for inclusion of their names with the Independent
Directors Databank.

All our Independent Directors have registered themselves with the Independent Director's
Databank.

COMPLIANCE CERTIFICATE FROM SECRETARIAL AUDITORS ON
COMPLAINCE OF CONDITIONS OF CORPORATE GOVERNANCE

A compliance certificate from the Secretarial Auditor regarding compliance of conditions of
corporate governance is annexed with this report on page no. 35 as a part of this report as per
Regulation 34 read with Para E of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015

DISCLOSURES

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Deepak Agarwal
(Chairman), Mr. Rakesh Chand Agarwal (till 8^th of March 2025), Mr. Vimal Kumar Sharma
and Mrs. Ama Preet Kaur (w.e.f 8^th of March 2025) as other members.

The Audit Committee coordinated with the Statutory Auditors, Internal Auditors and other
key personnel of the Company and has rendered guidance in the areas of internal audit and
control, finance and accounts.

All the recommendations made by the Audit Committee were accepted by the Board.

Five meetings of the Audit Committee were held during the year. The details of which are
provided in Report on Corporate Governance.

Stakeholders’ Relationship Committee

The Committee had four meeting during the year. The details of which are provided in Report
on Corporate Governance. There is no unresolved pending investor grievance.

Nomination & Remuneration Committee

Matters as prescribed under Sub-Sections (1) and (3) of section 178 of the Companies Act,
2013

The Nomination & Remuneration Committee consists of three Independent Directors. The
Committee had two meeting during the year. The details of which are provided in Report on
Corporate Governance. The Nomination and Remuneration Committee recommends to the
Board the suitability of candidates for appointment as Key Managerial Personnel, Directors
and the remuneration payable to them and other employees as per the policy as available with
the website of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put in place a system
through which the Directors and Employees may report concerns about unethical behavior,
actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without
fear of reprisal.

The Employees and Directors may report to the Compliance Officer and have direct access to
the Chairman of the Audit Committee. The policy may be accessed on the Company’s website
at the link www.sulabh. org. in.

RISK MANAGEMNT FRAMEWORK

The Board has formulated Risk management policy including procedures and risk assessment
to ensure that the Board, its Audit Committee and its Executive Management should
collectively identify the risks impacting the Company's business and take suitable action for
risk identification, risk minimization and risk optimization.

The Board reviews the risk trend, exposure and potential impact analysis and prepares risk
mitigation plans, if necessary.

INVESTOR RELATIONS

At Sulabh engineers and Services Limited, we consider Investor Relations to be the key to
building transparent, open and long-term relationships with our stakeholders. Our Investor
Relations program is committed to maintaining effective communication with the investing
community by adopting best practices.

Your Company always endeavors to keep the time of response to shareholders request /
grievance at the minimum. Priority is accorded to address all the issues raised by the
shareholders and provide them a satisfactory reply at the earliest possible time. The
Shareholders’ Grievance Committee of the Board meets periodically and reviews the status of
the Shareholders’ Grievances. The shareholders of the Company continue to be traded in
electronic forum and de-materialization exists with both the depositories viz., National
Securities Depository Limited and Central Depository Services (India) Limited.

MEETING OF BOARD

The Board of Directors held eight meetings during the year, the details of which are provided
in Report on Corporate Governance. The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013.

PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SUBSECTION (1) OF SECTION 188

All Contracts / Arrangements / Transactions executed by the Company during the financial
year with related parties were in the ordinary course of business and on arm’s length basis.
The Audit Committee reviews all Related Party Transaction on quarterly basis. Company have
been clearly identified in Note No. 4.3 (in both Standalone and Consolidated) in the balance
sheet section annexed to this report and Particulars of such related party transactions described
in Form AOC-2 as required under Section 134 (3)(h) of the Act, read with Rule 8(2) of the
Companies (Accounts) Rules 2014, which is annexed herewith as “Annexure 3”.

The related party disclosures as specified under Para A of Schedule V read with Regulation
34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015 is forming part in Notes to Financial Statements.

The board has approved a policy for related party transactions which has been hosted on the
website of the Company. The web-link for the same
https://www.sulabh. org. in/upload/PDF/00000061.pdf

The related party transactions, wherever necessary are carried out by company as per this
policy. There were no materially significant related party transactions entered into by the
company during the year, which may have potential conflict with the interest of the company
at large. There were no pecuniary relationship or transactions entered into by any Independent
Directors with the company during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186

The loan made, guarantee given or security provided in the ordinary course of business by a
NBFC registered with Reserve Bank of India are exempt from the applicability of provisions
of Section 186 of the Act. As the Company being a NBFC registered with RBI the restrictions
contained in the said provisions are not applicable to the Company. For details of the
investments of the Company refer to Note No. 2.3 of the financial statements.

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

As the Company is a Non-Banking Financial Company), the particulars regarding
conservation of energy and technology absorption as required to be disclosed pursuant to
provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 are not relevant to its activities.

However, some of the steps taken by the Company along with its Subsidiaries for conservation
of energy include:

The Company and its Subsidiaries are committed to reducing negative environmental impact.

• Most of the offices of the Company and its Subsidiaries have installed LED lights making
them very energy-efficient.

As a step towards further reducing the environmental impact, the documents for Board and
Committee meetings of the Company and its Subsidiaries are transmitted electronically using
a secure web-based application, thereby saving papers.

The energy saving measures taken also include selecting video-conferencing facilities across
offices to reduce the need of employee travel, digital learning initiatives for employees,
optimised usage of lights and continuous monitoring and control of the operations of the air
conditioning equipment as well as elimination of non-recyclable plastic in offices.

Foreign Exchange earnings and outgo is NIL.

ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013

In pursuance to the provisions of Section 92(3) of the Companies Act, 2013 read with Rules
made thereunder and amended time to time, the Annual Return of the Company is available
on the website of the companyi.e.www.sulabh.org.in and the web link of the same is
https://www.sulabh. org. in/upload/PDF/00000401.pdf

REPORTING FRAUD

During the year under review, no frauds have been reported by the Auditor (Statutory Auditor,
Secretarial Auditor) to the Audit Committee / Board, under Section 143(12) of the Companies
Act, 2013.

PARTICULARS OF EMPLOYEES

Details of employee remuneration as required under the provisions of Section 197 of the Act
and Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in Financial Statements and forms part of the Annual
Report and is attached to this report as Annexure - 1.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN

The Company has in place Prevention of Sexual Harassment Policy (POSH Policy) in line
with the requirements of the Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and also available on Company’s website. All
employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off
during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

DISCLOSURE UNDER PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961.

During the year under the review, the company confirms that it is compliant with the
provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder. All applicable
benefits, including maternity leave, medical bonus, and other entitlements, are extended to
eligible women employees in accordance with the provisions of the Act, however under the
provisions no such benefits has been triggered during the year under review. The Company
remains committed to ensuring a safe, supportive, and inclusive working environment for all
its employees, and continues to uphold the statutory rights and welfare of women employees
as mandated under the said Act.

MANAGEMENT DISCUSSION AND ANALYSIS

As per the requirements of Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure
Requirements, Management Discussion and Analysis is forming part of this report.

RESERVE BANK OF INDIA DIRECTIONS

The Company from the date of receipt of NBFC license continues to comply with all the
applicable regulations, guidelines, etc. prescribed by the RBI, from time to time. As a
systemically important non-deposit taking NBFC, the Company always strives to operate in
compliance with applicable RBI guidelines and regulations and employs its best efforts
towards achieving the same.

PREVENTION OF INSIDER TRADING

The Company has updated the Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the Company.
The Code requires pre-clearance for dealing in the Company’s shares and prohibits the
purchase or sale of Company 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. The Board is responsible for implementation
of the Code. All the Board of Directors and the designated employees have confirmed
compliance with the Code. The Updated Code of Conduct is available on Company’s website.

OTHERS

The Directors state that no disclosure or reporting is required in respect of the following items,
during the year under review:

1. No sweat equity shares and shares with differential rights as to dividend, voting or otherwise
were issued;

2. No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company’s operations in future. Considering the
good corporate governance framework following order which was finalized in year 2023-
2024(the same has been also disclosed in previous annual report):

1) Show Cause Notice: On February 12, 2018, a common Show Cause Notice was issued
by the Learned Adjudicating Officer against 150 persons/entities, including the
Company, for alleged violations of Regulation 3(a), (b), (c), (d), and Regulation 4(1),
4(2)(a), (b), and (e) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices)
Regulations, 2003.

2) Adjudication Order: As a result of these proceedings, an Adjudication Order dated
August 30, 2022 (Order No. GR/PU/2022-23/19002-19146) was issued by the Learned
Adjudicating Officer of SEBI under Section 15-I of the Securities and Exchange Board
of India Act, 1992, read with Rule 5 of the Securities and Exchange Board of India
(Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995. The order imposed
a penalty of Rs. 20,00,000/- on the Company for the alleged violations. An adverse order
was also issued against the Promoters: Mrs. Deepa Mittal, Mr. Manoj Kumar Agarwal,
Mr. Santosh Kumar Agarwal, Mrs. Sandhya Agarwal, Mrs. Ruchi Agarwal, Mrs.
Krishna Agarwal, and Mr. Manish Agarwal.

3) Appeal to the Securities Appellate Tribunal: The Company filed Appeal No. 1038 of
2022 challenging the Adjudication Order dated August 30, 2022, before the Hon'ble
Securities Appellate Tribunal. The Promoters, namely Mrs. Deepa Mittal, Mr. Manoj
Kumar Agarwal, Mr. Santosh Kumar Agarwal, Mrs. Sandhya Agarwal, Mrs. Ruchi
Agarwal, Mrs. Krishna Agarwal, and Mr. Manish Agarwal, also filed separate appeals
against the same order.

4) Outcome of Appeal: On August 11, 2023, the Hon'ble Securities Appellate Tribunal
allowed the appeal filed by Mr. Santosh Kumar Agarwal and set aside the Adjudication
Order dated August 30, 2022, with respect to him.

5) Rejection of Other Appeals: On September 5, 2023, the Hon'ble Securities Appellate
Tribunal rejected the Company’s appeal. Consequently, the Adjudication Order dated
August 30, 2022, has become binding on the Company. During the pendency of the
appeal, the Company has already paid the penalty imposed by the Adjudication Order.

6) Dismissal of Promoters' Appeals: The Hon'ble Securities Appellate Tribunal also
dismissed the appeals filed by the Promoters—Mrs. Deepa Mittal, Mr. Manoj Kumar
Agarwal, Mrs. Sandhya Agarwal, Mrs. Ruchi Agarwal, Mrs. Krishna Agarwal, and Mr.
Manish Agarwal on September 5, 2023.

Scale Based Regulations

Reserve Bank of India issued a circular on Scale Based Regulation (SBR): A Revised
Regulatory Framework for NBFCs on 22 October 2021 (''SBR Framework''). As per the
framework, based on size, activity, and risk perceived, NBFCs are categorized into four layers,
NBFC - Base Layer (NBFC-BL), NBFC - Middle Layer (NBFC-ML), NBFC - Upper Layer
(NBFC-UL) and NBFC - Top Layer (NBFC-TL). As per RBI categorization we, Sulabh
Engineers and Services Limited as an NBFC come under - Base Layer (NBFC-UL). Company
has made the Disclosure in the financial Statement as required under Scale Based Regulation
(SBR) of RBI.

Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy
Code, 2016

During the year under review, there was no application filed by or against the Company for
corporate insolvency process under IBC before the NCLT.

The details of difference between amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from the banks or financial
institutions along with the reasons thereof

During the year under review there was no instance of one-time settlement with any Bank or
Financial Institution.

ACKNOWLEDGMENTS

The Board of Directors would also like to appreciate for the co-operation received from the
Reserve Bank of India, SEBI, NSE & BSE and all other statutory and/or regulatory bodies.

The Board of Directors acknowledge with thanks for the support extended by the bankers,
business associates, clients, consultants, advisors, shareholders, investors and the employees
of the Company and subsidiaries for their continued co-operation and support. The Directors
express their appreciation for the dedication and commitment with which the employees of
the Company at all levels have worked during the period. Your Directors also wish to place
on record their deep sense of appreciation for the committed services by the Company’s
executives, staff and workers.

For and on behalf of the Board

Sd/- Sd/-

Vimal Kumar Sharma Deepak Agarwal

Managing Director Director

DIN: 00954083 DIN: 02247228

Place: Kanpur
Date: 12.08.2025