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TO THE SHAREHOLDERS

Dear Shareholders,

The Board of Directors of your Company is pleased to present the 45thAnnual Report on the business of the Company along with summary of financial statements for the year ended 31st March, 2025. The report is prepared in accordance with the provisions of the Companies Act, 2013.

During the year under review, performance of your company is as under:

The Company is unable to declare any Dividend due to inadequacy of profits.

During the year, the company has made a turnover of Rs.6917.34 (in lakhs) as against Rs. 6635.93 (in lakhs) in the previous year. The Company's Loss is Rs.322.99 Lakhs during the current year as compared to Loss of Rs.472.36 Lakhs last year.

As per the Regulation 34(1) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on "Management Discussion and Analysis" forms an integral part of Annual Report as Annexure-I

Company has not accepted any deposits from public.

I. Pursuant to the provisions of Section 152 of the Companies Act, 2013 Smt.C.Renuka (DIN:02209915) retire by rotation and being eligible offers herself for reappointment and the resolution is placed before the shareholders for approval. A brief resume, expertise, shareholding in the company and details of other entities in which the director is interested as stipulated under Regulation 36(3)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard is provided in the notice attached.

II. All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 184(1) and Rule 9(1) of the Companies Act, 2013.

III. During the year Mr.Annamalai Resigned from Directorship w.e.f 09-11-2024. As second tenure of 5 years for Mr.Ravichandran, Mr.Alagappan and Mr.Subbiah completed as on 10.12.2024 they discontinued from directorship.

IV. Mr.Arunkumar and CS.N.Dinesh were appointed as directors in the EGM held on 03.12.2024 w.e.f 10.12.2024 and all the committees were altered accordingly.

V. Pursuant to Regulation 34(3) and Schedule V para Clause (10)(i) of SEBI( Listing Obligation and Disclosure Requirements) Regulations, 2015 Certificate of Non Disqualification of Directors is received from the Practicing Company Secretary CS M.R.L Narasimha is attached as Annexure-VI.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI LODR.

During the year, the independent Directors were present in meeting of Independent Directors. The Independent Directors assessed the quality, quantity and timeliness of flow of information between the management and the Board and expressed that the Current flow of information and contents were adequate for the Board to effectively perform its duties.

The Company had conducted various sessions during the financial year to familiarize all the Directors including the Independent Directors with the updates of Company, their rules, responsibilities in the Company, and the technology and the risk management systems of the Company. Further, the Directors are encouraged to attend the training programmes being organized by various regulators/ bodies/institutions on above matters.

• The Board meets Six (6) times during the financial year on 24th May 2024, 08th August 2024,28th October 2024,09th November 2024, 11th December 2024,11th February 2025.

• The Audit Committee meets four (4) times during the financial year on 24th May 2024, 08th August 2024, 09th November 2024, and 11th February 2025.

• The Stakeholders Relationship Committee meets four (4) times during the financial year on 24th May 2024, 08th August 2024, 09th November 2024, and 11th February 2025.

• The Share Transfer Committee meets seven (7) times during the financial year on 15th July 2024, 22nd July 2024,23rd May 2024,05thAugust 2024, 24th September 2024, 01st October 2024, 20th January 2025.

• The Nomination and Remuneration Committee met one (1) time during the financial year on 28th October 2024.

• The Independent Directors met one (1) time for Independent Director Meeting during the financial year on11th February 2025.

The Company's Auditors, M/s. Gopalaiyer and Subramanian., Chartered Accountants, Coimbatore, hold office for a term of five years (5) commencing from the financial year 2022-2027 till the conclusion of the 47th Annual General Meeting.

The Auditors' Report for the year 2024-2025 does not contain any qualification, reservation or adverse remark. The auditors' report is enclosed with the financial statements in the Annual Report.

As required under Section 204 of the Act, and Rules made there under CS M.R.L. Narasimha, Practising Company Secretary was appointed to conduct the Secretarial Audit of the Company for the financial year 2024-2025. The Secretarial Audit Report for the financial year 2024-2025 forms part of the Annual Report as Annexure-VII to the Board's Report.

Section 148 of the Companies Act, 2013 pertaining to audit of Cost Records is applicable to the Company. Based on the recommendation of the Audit Committee, CMA B.Venkateswar, Cost Accountant was appointed as Cost Auditor of the Company for the financial year 2025-2026 and the remuneration payable to Cost Auditor is placed before the Shareholders for ratification.

The Company has re-appointed CA H. Venugopal as the Internal Auditor of the Company for a further period of one year for the financial year 2025-2026. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency, effectiveness of system and processes and assessing the strength and weaknesses of internal control. Internal Auditor reports are placed before the Audit Committee on a regular basis for taking suitable action for improvement, wherever required.

The Company does not have any Subsidiary, Joint venture or Associate Company.

Corporate Social Responsibility is not presently applicable as the Company does not satisfy the conditions laid down in Sec.135 with regard to net worth, turnover and net profit.

There is no material changes and commitments between the end of financial year (March 31, 2025) and the date of the report affecting the financial position of the Company.

The Company has in place adequacy internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

Company has established adequate Internal Control procedures, commensurate with the nature of its business and size of its operations and for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. No fraud was reported during the financial year.

The Company has appointed Internal Auditor to observe the Internal controls, whether the work flow of organization is being done through the approved policies of the Company. In every quarter during the approval of financial statements, Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observation.

Investment made by the Company is within the limits specified under Section 186 of the Companies Act, 2013.

No Significant and Materials orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee. During the Financial Year 2024-2025 no compliant was received before the committee.

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 - II

As per the new Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Corporate Governance Report, together with the Certificate from the Company's Auditors confirming the compliance of conditions on Corporate Governance is given in Annexure-III

As per the requirements of Section 92(3) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), the copy of the Annual Return in the prescribed Form MGT-7 for the financial year ended March 31, 2025 will be placed on the company's website www.sncmindia.com within prescribed time.

Transactions entered with related parties have been explained in Form AOC - 2 -Annexure - IV annexed with this report and forms part of this Report. Further, policy on dealing with Related Party transactions has been uploaded on the Company's website http.www.sncmindia.com.

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.

The Vigil Mechanism Policy has been uploaded on the website of the Company at http.www.sncmindia.com. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structure and disciplined approach to risk management, in order to guide decisions on risk related issues.

Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. The details relating to the composition, meetings, and functions of the Committee are given in Corporate Governance Report. The Board has accepted recommendations of Audit Committee, hence no disclosure required under Section 177(8) of the Companies Act, 2013.

As per the Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company. All the results and evaluation has been communicated.

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the Composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as contribution of the individual director to the board and committee meetings like preparation on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed the policy on director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as required under sub-section (3) of Section 178 of the Companies Act, 2013 which have been outlined in Nomination & Remuneration policy forming part of this Report.

The details of Remuneration to Directors are given in Annexure-V

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, the applicable accounting standards has been followed along with proper explanation relating to material departures;

(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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

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

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

The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in aggregate of more than Rs.1,02,00,000/- if employed throughout the year or Rs.8,50,000/- per month if employed for part of the year.

Details of top 10 employees based on their salary are disclosed in Annexure-VIII.

The Equity Shares of the Company are listed in BSE Limited and the Company has duly paid the Annual listing fees for the year 2024-2025

M/s. Cameo Corporate Services Limited, Chennai is the Registrar for providing depository services through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for holding Shares in Electronic mode (De-mat) of our Shareholders and also is the Registrar for Share Transfer Services for physical segment.

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Your Directors wish to place on record their deep sense of appreciation for the tremendous support from the Bankers M/s. Indian Overseas Bank, the shareholders, and all our suppliers and customers. The Board also wishes to place on record their appreciation for the contribution made by the employees at all levels.