Sakuma Exports Ltd.

TO THE MEMBERS OF SAKUMA EXPORTS LIMITED

The Directors take pleasure in presenting the Twelfth Annual Report together with theAudited Financial Statements for the year ended 31^st March 2017. TheManagement Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

Key highlights of standalone and consolidated financial results for Sakuma ExportsLimited for the financial year 2016 – 17 are tabulated below:

(Rs. in lacs)

2. HIGHLIGHTS OF PERFORMANCE

• Total Consolidated income for the year increased by 25.09% to Rs. 392658.20Lacs as compared to Rs. 313912.23 Lacs in Previous year.

• Total consolidated net sales for the year were Rs. 391465.41 Lacs as comparedto Rs. 312884.19 Lacs in Previous year a growth of 24.98 %.

• Total consolidated profit before tax for the year was Rs. 45.38 Crores ascompared to Rs. 36.88 Crores in Previous year a growth of 23.02%.

3. BUSINESS OPERATIONS REVIEW AND FUTURE PROSPECTS

The year under review was full of challenges for the Company. During the year theglobal economy continued to be sluggish. Depressed global trade along with weaker capitalinflows slowed down growth of most emerging economies. India however was one of the betterperforming economies in the World with its currency that remained relatively stable.However during 2^nd half of the year the domestic consumer spending wasseverely curtailed owing to demonetization of high denomination currency notes and timelag in the supply of new currency notes.

On the domestic front weak monsoon particularly in the state of Maharashtra &Karnataka had adversely affected sugarcane crop; as a result sugar output was low pushingup the domestic prices throughout the season. With a view to cool down sugar prices theGovernment imposed an export duty of 20 per cent in the month of June 2016 which made theexports uncompetitive. Your Company has a substantial share in Sugar Export business fromIndia but imposition of export duty rendered Indian Sugar prices un-remunerative and therehas been a complete halt of the sugar export. Since imposition of export duty IndianSugar prices have been out-priced and India continues to loose considerable share ofexport business and precious foreign exchange in the Global markets.

Under the circumstances caused by the export duty on sugar the Company has beentapping sources abroad to procure the commodity for retaining its market share. It wasdifficult to fully maintain the share due to logistics and price constraints but has beenable to keep the business running in the face of tough global environment. Turnover ofsugar business was at 871.13 Crores (previous year 1014.20 Crores).

Further the Company has been successfully increasing its market share in edible oilsegment over previous years with increased top and bottom lines. Your Company achieved aturnover 189564.9720 M.T. of edible oils during the year vis--vis 164791.0830 M.T. inthe previous year valued at 991.87 Crores (previous year 733.00 Crores) with a growth of35.32% on y-o-y basis.

There exists a wide gap between demand & supply in the domestic markets of edibleoils which is being met by imports. It is estimated that during current year area underoilseeds sowing may decline by about 7- 8% due to un-favourable MSP offered which willresult into higher import of edible oils in the current year. It is projected that Indianeeds to import about 16 MMT of edible oils for meeting the domestic demand during2017-18. Your Company is fully geared up to capitalize business opportunities in thisvertical of business in the years to come. During the year the Company has covered morelocations to expand edible oils business to achieve higher market share particularly inthe Eastern & Southern regions of the country. New locations at the sea ports ofHaldia Budge Budge Chennai & Mangalore opened to cater to the need of largerefiners & FMGC marketers who have sizeable share of consumer markets in edible oilsegments in these regions . These new locations will help the Company getting entry inuntapped markets to build higher market share & sustain growth in the business andleverage trading position.

Your Company delivered yet another year of resilient performance aided by healthymarketing and stepped up domestic market development in edible oil business.

With the timely & satisfactorily onset of monsoon & its progress so far it isexpected that the domestic sugarcane production in 2017-18 will be substantially highresulting to higher sugar production and lower prices. We expect substantial growth in thesugar export business. With the decline in inflation rate coupled with improvingliquidity the consumption pattern is expected to boost good growth in demand. The Companyis confident to maintain the momentum of growth in it's major business verticals in theyears to come with improved margins which will further consolidate it's market share.

• Working of Subsidiaries:

Overall performance of 2 major subsidiary Companies has been good and satisfactoryduring the year.

Sakuma Exports Pte Ltd. Singapore posted a turnover of USD 132108355 during the yearas against USD 53371537 recorded in the previous year. A robust growth of 147% intopline on y-o-y basis which is encouraging the management to deploy higher resources& investment in the business of this subsidiary to sustain the pace of growth andcapitalize more business opportunities in Singapore. Net Profit after tax of thissubsidiary for the year rose to USD 678860 (Previous Year USD 481078). An increase of41.11% on y-o-y basis which will be further improved in the years to come.

The performance of another subsidiary in Dubai namely Sakuma Exim DMCC was moderateduring the year following stressed liquidity condition being prevailed in Gulf and Africamarkets. Geopolitical situation coupled with unrest & hostilities in many countries inthe West Asia also involved high risk & lower demand which adversely affected globaltrade. This subsidiary clocked a turnover of AED 576044219 during the year (PreviousYear AED 547795542). A moderate growth of 5.16% with Net Profit of AED 10998333(Previous Year AED 11362211).

As reported last year the management opted to exit from another subsidiary namely GKMGeneral Trading LLC Dubai during the year.

Subsidiary Companies in Ghana and Tanzania could not get any headway yet as expected inthe business after suspension of trade activates in the past. The management will considerto re-operationalize these subsidiaries at an opportune time.

4. DIVIDEND

Your Directors are of the view that the Company is currently on the path of growthwhich requires higher capital deployment to fund the businesses hence need to conserveresources. Keeping in view the objective Directors are pleased to recommend a finaldividend of Re. 1/- per share of Rs. 10/- each for the year 2016-17. The total outgo forthe current year amounts to Rs. 19863044/- including dividend distribution tax of Rs.3437101/- as against Rs. 16802193/- including dividend distribution tax of Rs376250/- in the previous year.

5. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

During the year 2016 – 17 unclaimed Dividend on Preference Shares of Rs.73620/- was transferred to the Investor Education and Protection Fund established by theCentral Government in compliance with Section 125 of the Companies Act 2013 read withthe Investor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016. The said amount represent Dividend for the year 2008 – 09 which remainunclaimed for a period of 7 years from its due date of payment.

6. TRANSFER TO RESERVES

The Company proposes to transfer an amount of Rs. Nil to the General Reserves andan amount of Rs. 145950294/- is proposed to be retained in the Statement of Profit andLoss.

7. CAPITAL EXPENDITURE

Capital Expenditure during the year towards Tangible & Intangible Assetsamounted to Rs. 1426161/- (Previous Year Rs. 6035767/-).

8. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries areprepared in accordance with applicable provisions of the Companies Act 2013 AccountingStandard (AS-21) and other Accounting Standards issued by the Institute of CharteredAccountants of India as well as the SEBI (LODR) Regulations 2015 together with Auditors'Report thereon form part of this Annual Report.

9. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March 2017 was Rs. 16.43Crores. During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity. There was no change in theCompany's share capital during the year under review.

The Company has not accepted deposit from the public and shareholders fallingwithin the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014. Hence the requirement for furnishing details of deposits which arenot in compliance with the Chapter V of the Act is not applicable.

Details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

As on 31^st March 2017 the Company has following four subsidiaries:

1. Sakuma Exim DMCC

2. Sakuma Exports Pte Ltd

3. Sakuma Exports (Ghana) Ltd – Step Down Subsidiary

4. Sakuma Exports Tanzania Pvt. Ltd – Step Down Subsidiary

*During the year the Company has wind up GKM General Trading LLC. The Company isawaiting the final order from Dubai Court.

Audited Financial statement of the Company's Subsidiaries

The Statement containing the salient features of financial statement of Subsidiaries inForm AOC-1 pursuant to Section 129(3) read with Rule 5 of the Companies (Accounts)Rules 2014 are given below:

(Rs. in Lacs)

Mr. Chander Mohan one of the founder promoters of the Company left for heavenlyabode on 4^th May 2017. As Executive Chairman of the Company from 2005 to 2017Mr. Chander Mohan played a pivotal role in the progress growth and development of theCompany. His contribution in the growth and development of the Company will always beremembered and cherished. The Board placed on record his rich tributes for theunparalleled and precious contribution made by Mr. Chander Mohan to the Company inparticular and society at large.

13.2 Appointment of Director

Pursuant to Section 161(1) of the Companies Act 2013 and Articles of Association ofthe Company Mr. Vivek Grover was appointed as an Additional Director of the Company atthe Board Meeting held on 29th May 2017. In terms of provisions of Section 161(1) of theAct Mr. Vivek Grover would hold office up to the date of the ensuing Annual GeneralMeeting. The Company has received notice in writing from member along with a deposit ofrequisite amount under Section 160 of the Act proposing the candidature of Mr. VivekGrover for the office of Director of the Company. It is proposed to appoint Mr. VivekGrover as a Director under Section 152 of the Act liable to retire by rotation andresolution has been proposed at Item No. 5 of the Notice of 12th Annual General Meeting.

Pursuant to Section 152 (6) of the Companies Act 2013 and in terms of the Articlesof Association of the Company Ms. Shipra Malhotra (DIN No.: 01236811) Director retiresby rotation at the forthcoming Annual General Meeting. Being eligible she offers herselffor re-appointment.

The Company has received declarations from the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both underSection 149(6) of the Companies Act 2013 and under Regulation 17 of the SEBI (LODR)Regulations 2015.

The Program intends to provide insights into the Company so that the IndependentDirectors can understand the Company's business in depth and the roles rightsresponsibility that they are expected to perform/enjoy in the Company to keep them updatedon the operations and business of the Company thereby facilitating their activeparticipation in managing the affairs of the Company. In addition to the above Directorsare periodically advised about the changes effected in the Corporate Law SEBI (LODR)Regulations 2015 with regards to their roles rights and responsibilities as Directors ofthe Company.

13.6 Annual Board Evaluation

According to Regulation of 25(3) of the SEBI (LODR) Regulations 2015 and Circular No.SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated 05^th January 2017 issued by SEBI onGuidance Note on Board Evaluation a meeting of the Independent Directors was held on 10^thFebruary 2017 to inter alia evaluate the performance of the Non-Independent Directorsincluding the Chairman. The Board thereafter in its meeting held on the same day evaluatedthe performance of the Independent Directors.

The following persons have been designated as Key Managerial Personnel of theCompany pursuant to Section 2(51) and Section 203 of the Act read with Rule 8(5)(iii) ofthe Companies (Accounts) Rules 2014 framed thereunder.

1. ^*Mr. Chander Mohan Executive Chairman – WTD

2. Mr. Saurabh Malhotra MD

^*Ceased to be Director w.e.f 4^th May 2017

None of the Key Managerial Personnel has resigned during the year under review.

The Board has in accordance with the provisions of Section 178(3) of the CompaniesAct 2013 formulated the policy setting out the criteria for determining qualificationspositive attributes independence of a Director and policy relating to remuneration forDirectors Key Managerial Personnel and Senior Management Employees. The detail of thesame has been disclosed in the Corporate Governance Report.

A calendar of Board Meetings is prepared and circulated in advance to theDirectors.

During the year the Company has held 4 (Four) Board Meetings which were held on 28^thMay 2016; 11^th August 2016; 8^th November 2016 and 10^thFebruary 2017. The maximum interval between any two meetings did not exceed 120 days.

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended 31^stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the FinancialStatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31^st March 2017 and of the profit of theCompany for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d) that the annual financial statements have been prepared on a goingconcern basis; e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; f) that systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.

Following promoters have pledged the shares with the Banks and FinancialInstitutions:

A Related Party Policy has been adopted by the Board of Directors at its meetingheld on 14^th August 2014 for determining the materiality of transactions withrelated parties and dealings with them. The said policy may be referred to at theCompany's official website at the web link http://www.sakumaexportsltd.com/policies.html.The Audit Committee reviews all related party transactions quarterly.

Further the members may note that the Company has not entered into the following kindsof related party transactions: – Contracts/arrangement/transactions which are not atarm's length basis – Any Material contracts/arrangement/transactions

There are no significant material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.

No material changes and commitments which could affect the Company's financialposition have occurred between the end of the financial year of the Company and date ofthis report.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 As per the requirement of the Sexual Harassmentof Women at Workplace (Prevention Prohibition & Redressal) Act 2013 and Rules madethereunder your Company has in place a Policy for Prevention of Sexual Harassment ofWomen at Work Place and constituted an Internal Complaints Committees (ICC). No complainthas been raised during the year ended 31^st March 2017.

During the year GKM General Trading LLC have been wound up and ceased to becomethe subsidiary of the Company. Further there are no companies which have become or ceasedto be its Joint Venture or Associate Companies during the financial year 2016 – 17.

A Corporate Social Responsibility (CSR) Committee has been constituted inaccordance with Section 135 of the Companies Act 2013. The details required under theCompanies (Corporate Social Responsibility Policy) Rules 2014 are given in CSR Reportappended as "Annexure A" to this Report.

22. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The nature of business is export and trading in commodities. The inheritant risks tothe business of the company are as follows:

a. Foreign Exchange risk

b. Commodity Price risk

c. Risk elements in business transactions

d. Physical risk to cargo All the above risk have been discussed in the ManagementDiscussion and Analysis Report. The Executive Chairman & Managing Director mitigatethe risk with the help of their depth of knowledge of market assistance of seniormanagement and forecast based on various data available with the Company. The Company hasdeveloped the analysis of market data which helps in decision making and to ensure themitigation of the risk.

The Company has not formed Risk Management Committee as it is not applicable underRegulation 21 of the SEBI (LODR) Regulations 2015.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Company monitors and evaluates the efficacy and adequacy of internal control systemin the Company its compliance with operating systems accounting procedures and policiesat all locations of the Company and its subsidiaries. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.

In a business where information is critical Information Technology plays a vitalrole facilitating informed decision making to grow the business. Over the years theCompany has invested extensively in infrastructure people and processes with theobjective to capture protect and transmit information with speed and accuracy.

The Company has a vigil mechanism to deal with instance of fraud and mismanagementif any. The details of the Whistle Blower Policy are explained in the Corporate GovernanceReport.

The Company's Auditors M/s. M. L. Sharma & Co. Chartered Accountants whoretire at the forthcoming Annual General Meeting of the Company are eligible forre-appointment. They have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company.As required under Regulation 33 of the SEBI (LODR) Regulations 2015 the auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

The notes on financial statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report is anUn-modified report and does not contain any qualification reservation adverse remark ordisclaimer.

Pursuant to the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. P. P. Shah & Co. Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure B" to this Report.

A. Appointment of Company Secretary & Chief Financial Officer:

As per Section 203 (1) (ii) & (iii) the Company is required to appoint CompanySecretary & Chief Financial Officer.

The Company has not appointed Company Secretary & Chief Financial Officerconsequently the Annual Audited Financial Statements are not signed by Company Secretary& Chief Financial Officer. In this regard the management of the Company hasprovided the following reply:

(i) The Company has appointed Mr. Raju Pillai as Compliance Officer of the Company wholooks after the compliance of the Companies Act 2013 and the SEBI Act and rules madethereunder. (ii) The Company has availed the services of Practicing Company Secretary foradvising on compliance of the Companies Act 2013 and the SEBI Act and rules madethereunder.

(iii) The Volume and Scope of work for the Company Secretary & Chief FinancialOfficer are less and it is not a full time work and the job of Company Secretary &Chief Financial Officer are not attractive commensurate with the scope of work and salary.

B. Corporate Social Responsibility :

As per Section 135 of the Companies Act 2013 the CSR is applicable to the Company.The Company is required to spend approximately Rs. 28.19 Lacs for the year 2016 – 17Rs. 19.37 Lacs for the year 2015 – 16 and Rs. 17.79 Lacs for the year 2014 – 15.During the financial year ended 31^st March 2017 the Company has not spentthe said amount on eligible CSR activities for the year 2016 – 17 as well as 2015– 16 and 2014 – 15. In this regard the management of the Company hasprovided the following reply:

The company has decided to spend accumulated CSR amounting to Rs. 6536233/- infinancial year 2017-18 and has identified some projects for the purpose of contributiontowards CSR activity.

Your Company attaches considerable significance to good Corporate Governance as animportant step towards building investor confidence improving investors' protection andmaximizing long-term shareholders value. The certificate from M/s.

M. L. Sharma & Co. Chartered Accountants confirming compliance of conditions ofCorporate Governance as stipulated under Schedule V (E) of the Securities and ExchangeBoard of India (LODR) Regulations 2015 of the Stock Exchanges is annexed.

As required under the Schedule V (B) of SEBI (LODR) Regulations 2015 report on"Management Discussion and Analysis" is attached and form part of this AnnualReport.

29. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Theinformation on conservation of energy technology absorption and foreign exchange earningsand outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014 is given below:

The operations of the Company are not energy intensive. However wherever possiblethe Company strives to curtail the consumption of energy on continued basis.

No expenditure has been incurred by the Company on research and Developmentactivities during the year under review.

(Amount in Rs.)

Your Company is listed with BSE Limited and National Stock Exchange of IndiaLimited and the Company has paid the listing fees to each of the Exchanges.

The details forming part of the extract of the Annual Return in Form MGT-9 isannexed herewith as "Annexure C".

During the year there was no employee in receipt of remuneration in excess oflimit as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The prescribed particulars of Employees as requiredunder Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as "Annexure D"and form part of this Report.

However in accordance with the provisions contained in the proviso to Section 136(1)of the Companies Act 2013 the Annual Report and accounts excluding the aforesaidinformation are being sent to the shareholders of the Company. Any member interested inobtaining such particulars may write to the Compliance Officer at the Registered Office ofthe Company for the same.

The relations of the employees of the Company have been cordial during the year.Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Company's Polices and Systems. The Companymaintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

Electronic copies of the Annual Report 2016 – 17 and Notice of the 12^thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company/ Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2016 – 17 and Notice of the 12^thAnnual General Meeting under Section 101 of the Companies Act 2013 are sent in thepermitted mode. Members requiring physical copies can send a request to the Company.

Your Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant to theSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015.

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.