As on: Nov 04, 2025 05:03 PM
To
The Members,
SGL Resources Limited
Your Directors' are pleased to present the 33rd Annual Report on the business and operations together with the Audited Financial Statements for the year ended on March 31, 2025.
Financial Results
The Company's financial performance for the Year ended on March 31, 2025 is summarized below:
(^ in Lakhs')
Sr.
No.
Particulars
Standalone
Consolidated
1.
2.
3.
4.
5.
6.
7.
8.
State of Company Affairs Standalone Basis
The total revenue during the year under review was ^ 5023.93 Lakhs as against ^ 3045.85 Lakhs in the previous year. Operating Profit for the year under review is ^1135.69 Lakhs as against ^ 442.02 Lakhs in previous year thereby increase of around 158.25%.Net Profit after tax amounted to ^ 140.40 Lakhs as against ^ 161.86 Lakhs in previous year a decrease of 13.25%..
Consolidated Basis
The total revenue during the year under review was ^5034.09 Lakhs as against ^3015.85 Lakhs in the previous year. Operating Profit for the year under review is ^1140.63 Lakhs as against ^441.72 Lakhs in previous year thereby increase of around 158.25%. Net Profit after tax amounted to ^ 145.25 Lakhs as against ^ 161.57 Lakhs in previous year increase of 13.25%..
Financial statements are in compliance with the applicable provisions of Companies Act, 2013 including the Indian Accounting Standard (Ind AS) 33 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2024-2025.
Dividend
In order to conserve the resources and to strengthen the financial position of the company and to meet long term fund requirement, your Directors do not recommend any dividend for the year under review.
Nature of Business
The Company is engaged in design and development of Indigenous Geospatial software known as IGIS (Integrated GIS and Image Processing Software) in joint development partnership with SAC-ISRO. Your Company has developed multitudes of verticalized product and solution based on IGIS for segments like urban, Land records management, agriculture, defense, forest, law enforcement, utilities etc., which caters to the specific business need of respective segments using integrated GIS and remote sensing technology.
The company had to diversify its business and accordingly a postal ballot notice dated August 05, 2024 is issued for Amendment in object clause of the memorandum of association of the company to include the business of coal, solar projects and EPC contracting.
Transfer to General Reserve:
The Board of Directors of your company has decided not to transfer any amount to General Reserve for the year under review.
Share Capital
During the year under review, the Company has not altered/modified its authorised share capital and has not issued any shares. The Company has not issued any sweat equity shares to its directors or employees.
The Company has not issued any sweat equity shares to its directors or employees.
The Paid-up Share Capital of the Company as on 31st March, 2025 is 25,04,79,800/- Equity Shares of Rs.2/- each fully paid-up. (2024-25)
During the year under review, the Company has not issued shares with differential voting rights. As on March 31, 2025, none of the Directors of the Company holds instruments convertible into equity shares of the Company
The Paid-up Equity Share Capital as on March 31, 2025 was ^ 5009.60 Lakhs.
Allotment of Equity Shares
During the year under review,the company issued up to 8,23,72,552 Equity shares of face value of Rs. 2 Each at a price of Rs 6/- per right share including a share premium of Rs. 4/- per Right share through Rights issue of the Company.
Extra-Ordinary General Meeting of the Company
Company has convened 1(one) Extra-Ordinary General Meeting(s) in F.Y.2024-25
Material Changes and Commitments Affecting Financial Position between end of the Financial Year and Date of Report
1. A postal ballot notice dated April 21, 2025 has been issued to pass following resolutions:-
• An ordinary resolution to appoint M/s Manoj Acharya & Associates, chartered accountants as a statutory auditor to fill casual vacancy caused by resignation of previous auditor for F.Y. 2024-25..
• An ordinary resolution for approval for appointment of Mr. Rajeshbhai Amrutbhai Katkoria (DIN: 00548324) as Non-Executive Non-Independent Director of the company.
• A ordinary resolution for approval for appointment of Mrs. Naynaben Jayeshbhai Vanparia (DIN: 07760252) as Non-Executive Non Independent Director of the company.
• A special resolution for approval for appointment of Mr. Keval Rajeshbhai Parikh (DIN: 10757737) as Non-Executive Independent Director of the company.
• A special resolution for approval for appointment of Mrs. Pooja Smit Shah (DIN: 07441428) as Non-Executive Independent Director of the company.
Board of Directors and Key Managerial Personnel
> Retire by Rotation
Mr. Kantilal Ladani (DIN: 00016171) is liable to retire by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. The Directors recommend for his re-appointment. Brief profile of Mr. Kantilal Ladani (DIN: 00016171) seeking re-appointment is enclosed as ANNEXURE -I.
> Appointment
• Mr. Rajesh Katkoria was appointed as Non-executive Director of the Company w.e.f 14th February, 2025.
• Mrs Pooja Shah was appointed as an Independent Director of the Company w.e.f. 26th March, 2025.
• Mrs. Nayanaben Vanparia was appointed as Non-executive Director of the Company w.e.f 26th March, 2025.
• Mr. Keval Parikh was appointed as an Independent Director of the Company w.e.f. 26th March, 2025.
• Mrs. Krishna Bhavsar was appointed as a Company Secretary & Compliance officer of the Company w.e.f.14th November, 2025.
> Resignation / Cessation
• Ms. Seema Vithlani has resigned from the post of Non executive Independent Director of the Company w.e.f May 24, 2025.
• Mr. Mitesh Sanghvi has resigned from the post of Non-Executive Director of the company w.e.f. January 04, 2025 due to personal reasons. There was no material reason for his resignation.
• Ms. Komal Peshwani has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. September 30, 2024
• Ms. Krishna Bhavsar has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. January 7, 2025.
• Mr. Jay Chotalia has resigned from the post of Non-Executive Director of the company w.e.f. January 04, 2025 due to personal reasons. There was no material reason for his resignation.
• Mr. Kalpesh Rachchh has resigned from the post of Non-Executive Independent Director of the company w.e.f. February 14, 2025 due to personal reasons. There was no material reason for his resignation.
• Mr. Suresh Tejwani has resigned from the post of Non-Executive Independent Director of the company w.e.f. February 14, 2025 due to personal reasons. There was no material reason for his resignation.
> , Changes in management after closure of Financial year:-
• Ms Sona Bachani was appointed as Additional Director w.e.f. June 18, 2025 and regularized as NonExecutive-Independent Director w.e.f. July 18, 2025.
• Mr. Sachin Kumar was appointed as Additional Director w.e.f. June 25, 2025 and regularized as NonExecutive Non-Independent Director w.e.f. July 18, 2025.
• Mr. Murli Chandak was appointed as Additional Director w.e.f. June 25, 2025 and regularized as NonExecutive-Independent Director w.e.f. July 18, 2025.
• Mr. Mohan Chandiramani was appointed as Additional Director w.e.f. June 25, 2025 and regularized as Non-Executive-Independent Director w.e.f. July 18, 2025.
• Mr. Rajesh Katkoria Non-Executive Director of the Company ceased to be director w.e.f May 24, 2025 due to non-approval of his appointment by members through Postal Ballot.
• Mrs Pooja Shah, Non-Executive Independent Director of the Company ceased to be director w.e.f May 24, 2025 due to non-approval of his appointment by members through Postal Ballot.
• Mrs. Nayanaben Vanparia, Non-Executive Director of the Company ceased to be director w.e.f May 24, 2025 due to non-approval of his appointment by members through Postal Ballot.
• Mr. Keval Parikh, Non-Executive Independent Director of the Company ceased to be director w.e.f May 24, 2025 due to non-approval of his appointment by members through Postal Ballot.
• Mr. Ritesh Mishra was appointed as Additional Director w.e.f. June 18, 2025 and resigned on June 24, 2025 due to his pre occupation and other personal commitments.
• Mr. Niyati Vora was appointed as Additional Director w.e.f. June 18, 2025 and resigned on June 24, 2025 due to his pre occupation and other personal commitments.
• Mr. Bony Patel was appointed as Additional Non-executive Director of the Company and ceased to be director due to non-approval by members w.e.f July 18, 2025.
• Ms. Foram Bhuva was appointed as Company Secretary w.e.f May 1, 2025.
Subsidiary Company
Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial position of subsidiary company is attached as ANNEXURE II in Form AOC-1 prepared under section 129(3) of the Companies Act, 2013 to the consolidated Financial Statements of the Company.
The Company has kept the separate audited financial statements in respect of subsidiary at the Registered Office of the Company and the same is available upon the request by any shareholder of Company. The said financial statements are also available on the website of your Company at www.sgligis.com .
Registered Office:
Registered office of the company has been shifted from D-1002-1021, 10th Floor, Swati Clover, Shilaj Circle, S.P. Ring Road, Shilaj, Ahmedabad, Daskroi, Gujarat, India, to 506, Fifth Floor, Venus Atlantis,, Near Shell Petrol Pump, Prahalad Nagar Road, Ahmedabad, Gujarat, India, 380015380059.w.e.f June 30, 2024.
Although, for better administrative convenience, Registered office of the company has been shifted from D- 1002-1021, 10th Floor, Swati Clover, Shilaj Circle, S.P. Ring Road, Shilaj, Ahmedabad, Daskroi, Gujarat, India, 380059 to D-1016-1021, 10th Floor, Swati Clover, Shilaj Circle, S.P. Ring Road, Shilaj, Ahmedabad, Daskroi, Gujarat, India, 380059 with effect from March 21, 2025.
Criteria for determining Qualifications, Positive Attributes, Independence and other Matters concerning a Director
Diversity of thought, experience, industry knowledge, skills and age.
Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behavior, good communication, leadership skills and give impartial judgement.
Independence: A Director is 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).
Details of Independent Director(s) and their Declaration
> The company had following independent directors as on March 31, 2025:-
S.No.
1
2
3
> Following changes were made after the closure of independent directors:-
• Mr. Ritesh Mishra was appointed as Additional Director (Non-executive Independent) w.e.f. June 18, 2025 and resigned on June 24, 2025 due to his pre occupation and other personal commitments.
• Mr. Niyati Vora was appointed as Additional Director (Non-executive Independent) w.e.f. June 18, 2025 and resigned on June 24, 2025 due to his pre occupation and other personal commitments.
> Declarations of independent directors
The Declarations, required under Section 149(7) of the Act and Regulation 25(8) of SEBI Listing Regulations from all the Independent Directors of the Company confirming that they meet the criteria of independence, were duly received by the Company.
Familiarization Programme for Independent Directors
The Company keeps its Directors informed of all the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry in a proactive manner. The details of various familiarization programs provided to the Directors of the Company is available on the Company's website on https://www.sgligis.com/investors/#leadership
Meetings of Board
During the year under review 10 (ten) Board Meetings were held. The Details of the Board Meetings and the attendance of the Directors are given in the Corporate Governance Report.
Committees of Board
The following Committees constituted by the Board, function according to their respective roles and scope:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholder and Relationship Committee
• Right issue Committee
• Corporate governance Committee
> Audit Committee
In accordance with the provisions of section 177(8) of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the recommendations of the Audit Committee during the financial year 2024-25.
The details of term of reference of the Audit Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.
> Nomination and remuneration committee
In accordance with the provisions of section 178 of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the recommendations of the Nomination and remuneration committee during the financial year 2024-25.
The details of term of reference of the Nomination and remuneration committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.
> Stakeholder and Relationship Committee
The Stakeholder and Relationship Committee is established in accordance with the Companies Act, 2013 and the Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of term of reference of the Stakeholder and Relationship Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.
> Right issue Committee
Right issue Committee is established in accordance with the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015. The details of right issue Committee meeting held and its composition is given separately in the Corporate Governance Report.
> Corporate governance Committee: -
Corporate governance Committee is established in accordance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Company Secretary to acts as the Secretary to the Committee.
Policy on director's appointment and remuneration.
The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and remuneration for Key Managerial Personnel and other employees can be viewed at the Company's website at https://www.sgligis.com/investors/#leadership
Directors' Responsibility Statement:
Pursuant to the requirement in section 134(3) (c) of the Companies Act, 2013, the Directors state that:
a. in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures;
b. such accounting policies as mentioned in the notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as March 31, 2025 and of the profit of the Company for the year ended on that date;
c. proper and sufficient care has 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 financial statements have been prepared on a going concern basis;
e. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively
f. a proper system was devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
Evaluation of Board Performance
In compliance to the provisions of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015 the annual performance evaluation of Board and its Committee was carried out during the year under review, details on the same are given in the Corporate Governance Report.
Auditors
> Statutory Auditors
Pursuant to Section 139 of the Companies Act, 2013, and rules made there under, the Board of Directors on the recommendation of the Audit Committee had appointed M/s. R V Somani & Associates, Chartered Accountants, having FRN: 141806W as the Statutory Auditors of the company on July 18, 2025 to hold office until conclusion of 33rd Annual General Meeting of the Company.
The Auditors' Report on the accounts of the Company for the financial year ended March 31, 2025 is selfexplanatory and does not call for any further explanations or comments that may be treated as adequate compliance of provisions of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.
> Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other than those which are reported to the central government: -
During the year under consideration, there were no such instances.
> Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Harish P. Jain & Associates, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the Company for the financial year 2024-2025.
The Report of the Secretarial Audit is annexed herewith as ANNEXURE-III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
> Cost Auditor
Pursuant to provisions of Section 148 of the Companies Act, 2013 and rules made thereunder, Cost Audit is not applicable to the Company for Financial year 2024-2025.
> Internal Auditor
The Company has appointed Mr. Ravi Patel (PAN:-DRTPP6986B) as an Internal Auditors of the Company. Compliance with Secretarial Standards
The Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries of India from time to time.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as ANNEXURE - IV.
Management Discussion and Analysis
As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of annual report.
Corporate Governance Report
As per Regulation 27 of SEBI (LODR) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.
Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013
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.
Contracts and Arrangements with Related Parties
The Company has entered into Related Party Transactions during the financial year. All Related Party Transactions were placed before the Audit Committee of the Board for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). There were no material related party transactions entered by the Company during the year under review. AOC-2 is annexed herewith as ANNEXURE-V.
Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.
The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company's website on https://www.sgligis.com/investors/#governance
Annual Return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website on https://www.sgligis.com/investors/#governance
Particulars of Employees and Related Disclosures
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ANNEXURE-VI which forms part of this report.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as ANNEXURE-VII which forms part of this report.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to Financial Statements. During the year no reportable material weakness in the design or operation were observed.
The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures.
Development and Implementation of Risk Management Policy
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.
Further, the Company identifies risks with its degree and control systems are instituted to ensure that the risks in business process are mitigated. The Board provides oversight and reviews the Risk Management Policy periodically. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.
Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The said Policy is available on the website of the Company on https://www.sgligis.com/investors/#governance
Significant and Material Orders by the Regulators or Courts or Tribunals which impact the going concern status and the Company's Future Operations.
No such orders have been passed by the Regulators/Courts or Tribunal which can impact the going concern status and Company's operation in future.
Public Deposits
Your Company has not accepted any deposits falling within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.
Corporate Social Responsibility
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.
Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016
Your Company has neither made any application nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-2025.
Disclosure as Per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules. The Policy is available on the website of the Company on https://www.sgligis.com/investors/#governance . No complaint has been received on sexual harassment during the financial year 2024-2025.
Industrial Relations
The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.
Acknowledgement
The Board of Directors express their sincere thanks and wishes to place on record its deep appreciation forthe continued support, confidence and co-operation that the company has received from SAC-ISRO, ANTRIX, customers, suppliers, investors, bankers, government agencies and other associates. Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels for their services and commitment during the year.
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts)
Rules, 2014)
Statement containing salient features of the financial statements of Subsidiary Company
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FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025 [Pursuant To Section 204(1) Of The Companies Act, 2013 And Rule No.9 Of The Companies (Appointment And Remuneration Personnel) Rules, 2014]
To,
THE MEMBERS,
SGL RESOURCES LIMITED (CIN: L22219GJ1992PLC017073)
Registered Address: 506, Fifth Floor, Venus Atlantis,
Near Prahalad Nagar Road, Anand Nagar,
Ahmedabad, Gujarat, India, 380015.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SGL RESOURCES LIMITED (CIN: L22219GJ1992PLC017073) (hereinafter called "the Company").
Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
Due to the inherent limitations of an audit including internal, financial and operating controls, there is an unavoidable risk that some misstatements or material noncompliances may not be detected, even though the audit is properly planned and performed in accordance with the Secretarial Auditing Standards as prescribed by Institute of Company Secretaries of India (ICSI).
Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025 (hereinafter referred as "period under review") according to the provisions of:
(i) The Companies Act, 2013 (the 'Act') and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not Applicable);
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act');
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not Applicable);
(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not Applicable);
(e) The Securities and Exchange Board of India (Issue and Listing of NonConvertible Securities) Regulations, 2021 (Not Applicable);
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not Applicable during the year);
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable during the year);
(vi) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
We have also examined compliance with the applicable clauses/Regulations of the following, to the extent applicable:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board & Committee Meetings, agenda and detailed notes on agenda were sent in advance and in case of shorter notice, compliance as required under the Act has been made by the Company and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings held during the period under review were carried out with requisite majority or unanimously, as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period, no specific events took place having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
ANNEXURE-A TO THE SECRETARIAL AUDIT REPORT
SGL RESOURCES LIMITED
(CIN: L22219GJ1992PLC017073)
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on the random test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Information as per Section 134(3)(m) of the Companies Act, 2013 and forming part of the Directors Report for the year ended March 31, 2025
A) Conservation of energy:
Energy conservation is an ongoing process within the Organisation. Being a software Company energy use is limited in running computer, air conditioning etc. Active measures are being adopted by upgrading the present system by replacing it with energy efficient system. Your company also facilitates WFH (Work from Home) in some of the cases based on merit which effectively contributes to reduced carbon footprint by reduction in energy consumption and commute requirement.
B) Technology absorption, Adoption and Innovation:
Efforts made towards technology absorption and the benefit derived like product improvement, cost reduction, product development or import substitution.
Your company has invested in state-of-the-art tools to manage end to end product development cycle and enhanced security of developed assets.
As your Company has not entered into the technical collaboration with any entity, there are no particulars relating to technology absorption.
With respect to the technology innovation the Company has developed the IGIS-CAD Software for providing the services to various professional i.e. architect, interior designer, civil, mechanical and electrical engineers etc.
C) Foreign exchange earnings and Outgo:
(Figures in Lacs)
Foreign Exchange earnings
Foreign Exchange outgo
D) Research and Development (R&D):
Your company being in software product development, research and development is an ongoing and core activity. A sustained effort is put in to engage with the intellectual capital available with product development partner ISRO for exchange of technology know how and trends to enhance the product. Apart from this your company continues to carry our research and development in the field of Geo-spatial as well as in IT as a part of routine product development journey, however there was no specific expenditure incurred on it.
ANNEXURE -V
Form AOC-2
(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule
8(2) of the Companies (Accounts) Rules, 2014)
Disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm's length basis:
SGL Resources Limited (the Company) has not entered into any contract/ arrangement / transaction with its related parties which is not in ordinary course of business or not at arm's length during F.Y. 2024-25.
2. Details of material contracts or arrangement or transactions at arm's length basis:
Name of Related Party/ Nature of Contracts
Mr.Chirag Soni
Paid
Diya Tech Pvt. Ltd.
Mr.Kanti Ladani
M/s.Parikh Shah Chotalia & Associates
Turnrest Resources Pvt. Ltd. (Till 04.01.2025)
Received
Back
Jyacad Solutions Pvt Ltd
Transfer
Mr.Ramesh Sojitra
Mrs.Leelavanti Sojitra
Karnavati Infrastracture Projects Ltd
Beta Resources Pvt Ltd
ANNEXURE- VI
Details under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
i. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
Name of the Directors and KMP
Remuneration of the directors (? in Lakhs)
Mr. Kantilal Vrajlal Ladani Whole Time Director
Mr. Jay Harshadkumar Chotalia, Non- Executive Director
Mr. Mitesh Sanghavi, NonExecutive Director
Mr. Dinesh Shah, Independent Director
Mr. Suresh Tejwani, Independent Director
Mr. Kalpesh Rachchh, Independent Director
Mr. Rajesh Katkoria Nonexecutive Director (14.02.2025 to 24.05.2025)
Mrs. Pooja Shah Independent Director (26.03.2025 to 24.05.2025)
Mrs. Naynabeni Vanparia Non-executive Director
(26.03.2025 to 24.05.2025)
Mr. Keval Parikh Independent Director (26.03.2025 to 24.05.2025)
Mr. Deven Laheru, CEO** (Resigned on
Mr. Darshil Shah, CFO** (Resigned on
Ms. Komal Peshwani (Company Secretary)**
Mr. Chirag Soni (CTO)
Ms. Krishna Bhavsar(Company Secretary) **
Mrs. Aarti Panigrahi**
*Non-executive Independent Directors are paid only sitting fees for attending the Board and Audit Committee hence not Comparable.
** Not comparable as not been appointed throughout the financial year 2024-2025.
ii. The median remuneration of employees during the financial year under review was Rs. 7.30 lacs
iii. The percentage increase in the median remuneration of employees in the financial year 202425;
The median remuneration of employee in the financial year 2024-25 was ? 7.30 Lacs (? 5.40Lakhs in financial year 2023-24). There was increase of 35.19 % in median remuneration of employee.
iv. There were 68 numbers of employees on the rolls of company as on March 31, 2025.
v. Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: