Directors Report of Sirohia & Sons Ltd.

Mar 31, 2024

The Directors of Sirohia & Sons Limited are pleased to present to you the 34^th Annual Report, along with
the audited accounts, for the financial year ended March 31, 2024.

Financial Performance

The summarized results of your Company are given in the table below:

	Financial Year ended
Particulars	Stand	alone
	31/03/2024	31/03/2023
Total Income	29,20,368.00	38,37,106.00
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	5,23,519.00	2,80,983.00
Finance Charges	-	-
Depreciation	75,632.00	99,688.00
Prior Period Items	2,85,802.00	-
Profit after prior period items	1,62,085.00	1,81,295.00
Tax Expense	(3,63,153)	41,000.00
Net Profit/(Loss)	5,25,238.00	1,40,295.00

Summary of Operations

During the year, your Company did not carry out its regular business activity. The company is actively
searching for better avenues and opportunities, which will help the company in the long run.

Transfer to reserves

The Company does not propose to transfer any amount to the General Reserve out of the amount
available for appropriations.

Dividend

The Board of Directors of the Company has not recommended any dividend on equity share for FY 2023-24.

Share Capital

The paid up Equity Share Capital as on 31^st March, 2024 was Rs. 10.26 crores. During the year under
review, the Company has not issued any shares. The Company has not issued shares with differential
voting rights. It has neither issued employee stock options nor sweats equity shares and does not have
any scheme to fund its employees to purchase the shares of the Company.

Deposits

During the year, the Company has not accepted any deposits under the Companies Act, 2013. ("Act")

Change in nature of business, if any

There is no change in the nature of business of the Company during the year under review

Meetings

Four Board Meetings were held during the year under review.

Details of the Board Meetings held during the year are as under:

Date of Board Meeting	Board Strength	Number of Directors Present
31st May, 2023	8	7
4th September, 2023	8	8
8th November, 2023	8	8
10th February, 2024	8	8

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment and Retirement:

Mr. Jitendra Sirohia retires by rotation and is eligible for re-appointment.

During the year under review, the non-executive directors had no pecuniary relationships or transaction
with the company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following persons are the Key
Managerial Personnel ("KMP") of the Company

Mr. Rajat Sirohia Whole-time Director

Mr. Rakesh Sirohia Managing Director

Mr. Jitendra Sirohia Chief Financial Officer

Mr. Sunny Jalan Company Secretary (Resigned wef 9^th November, 2023)

Ms. Rina Sharma Company Secretary (Appointed wef 1^st February, 2024)

Remuneration and other details of the KMP for the year ended 31^st March, 2024 are mentioned in the
extract of the Annual Return which forms part of this report.

Declaration by Independent Directors

In compliance with section 149(7) of the Act, all Independent Directors had given declaration that they
meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the FY 2023-24.

Internal Controls Systems and Adequacy

Details of the internal controls system are given in the Management Discussion and Analysis Report,
which forms part of the Board''s Report.

Directors'' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors and the
reviews performed by the Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company''s internal financial controls were adequate
and effective during the financial year 2023-24.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best
of their knowledge and ability, confirm that: -

a) In the preparation of the annual accounts, the applicable accounting standards had 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) The Directors had laid down proper Internal Financial Controls ("IFC") and 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.

Directors'' appointment & remuneration policy

The Company has the policy on Directors'' appointment and remuneration and other matters provided in
Section 178(3) of the Act the Board of Directors of the Company has in accordance with the
requirements of Section 178 of the Companies Act, 2013, constituted a Nomination and Remuneration
Committee. The role of committee is to formulate the criteria for determining qualifications, positive
attributes and independence of a director and recommends to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other employees

Board Evaluation

In Line with the requirements of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a meeting of the Independent Directors of the Company was held on
8^th November, 2023, wherein the performance of the non- independent directors including chairman
was evaluated.

The Board, based on the recommendation of the Nomination and Remuneration Committee ("NRC")
evaluated the effectiveness of its functioning and that of the Committees and the individual directors by
seeking their inputs on various aspects of Board/ Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate
governance practices, participation in the long term strategic planning and fulfillment of Director''s
obligations and fiduciary responsibilities, including but not limited to active participation at the Board
and Committee meetings.

Internal Financial Control

The Company has an internal control system, commensurate with the size, scale and complexity of its
operations. The Scope and authority of the Internal Audit function is defined in the Internal Audit
Charter. To maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of Audit Committee. The Statutory Auditor has also commented on the internal control on
financial reporting in their report.

Audit Committee

The Audit Committee comprises of 3 (Three) Independent Directors. All recommendations made by the
Audit Committee were accepted by the Board during FY 2023-24.

Corporate Social Responsibility

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, are not applicable
during the year under review.

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company. (Annexure - A)

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT - 9 (Annexure - B) as per
provisions of the Companies Act, 2013 and rules framed there under are annexed to this Report.

Particulars of loans, guarantees or investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements

Related Party Transactions

All related party transactions entered into during FY 2023-24 were on arm''s length basis and also in the
ordinary course of business. No related party transactions were made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons during FY 2023-24, except those
reported.

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus
approval of the Audit Committee was obtained on a yearly / quarterly basis for the transactions which
were foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval
so granted were audited and a statement giving details of all related party transactions was placed
before the Audit Committee for its approval on a quarterly basis. The statement was supported by a
Certificate duly signed by the Managing Director and the Chief Financial Officer.

In view of the above, the disclosures required under the Act in Form AOC-2 are not applicable for the
year 2023-24. None of the Directors or KMP has any pecuniary relationships or transactions vis-a-vis the
Company during FY 2023-24.

Significant material orders passed by Regulators / Courts etc.

There were no significant and material orders passed by the Regulators / Courts / Tribunals impacting
the going concern status and company''s operations in future.

There were also no material changes and commitments occurred after the closure of the year till the
date of this report, which affect the financial position of the company.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

The particulars regarding foreign exchange earnings and outgo appear as separate items in the notes to
the Accounts. Since the Company does not own any manufacturing facility, the other particulars relating
to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules,
2014 are not applicable.

(i)	the steps taken or impact on conservation of energy	Not Applicable
(ii)	the steps taken by the Company for utilizing alternate sources of energy	Not Applicable
(iii)	the capital Investment on energy conservation equipment	Not Applicable

(b) Technology absorption

(i)	the efforts made towards technology absorption	Not Applicable
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Not Applicable
	(a) the details of technology imported	Not Applicable
	(b) the year of import;	Not Applicable
	(c) whether the technology been fully absorbed	Not Applicable
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
(iv)	the expenditure Incurred on Research and Development	Not Applicable

(c) Foreign exchange earnings and Outgo

During the year, no foreign exchange transaction has been made.

Particulars of Employees

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 are annexed to this Report (Annexure - C). In terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 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 employees
drawing remuneration in excess of the limits set out in the said Rules are provided in the Report.

However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act,
2013, the details are excluded in the report sent to members. The required information is available for
inspection at the registered office and the same shall be furnished on request.

Statutory Auditors, their Report and Notes to Financial Statements

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, in the last AGM
held on 28^th September, 2023, M/s. H R Agarwal & Associates, Chartered Accountants had been
appointed Statutory Auditors of the Company till the conclusion of Annual General Meeting to be held in
2028.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report.
The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any
further comments. There are no qualifications, reservations or adverse remarks or disclaimers made by
M/s. H R Agarwal & Associates. Statutory Auditors, in their audit report.

Secretarial Audit

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 Practicing
Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31^st March,
2024. The Secretarial Audit Report is annexed (Annexure- D) herewith as to this report.

Prevention of Sexual Harassment at Workplace

The Company has in place a Policy in line with the requirements of The Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Following is a summary of sexual harassment complaints received and disposed of during the year 2023-24:¬
- No. of complaints received - NIL
- No. of complaints disposed of - NIL

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to
the growth and performance of your Company. Your Directors also thank the clients, vendors, bankers,
shareholders and advisers of the Company for their continued support. Your Directors also thank the
Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board For and on behalf of the Board

Sirohia & Sons Limited Sirohia & Sons Limited

Sd- Sd/-

(Managing Director) (Whole Time Director)

Rakesh Sirohia Rajat Sirohia

Date : 29/05/2024

Place : Kolkata

---

Mar 31, 2015

Dear Shareholders,

The Directors of Sirohia & Sons Limited are pleased to present to you the 25th Annual Report, along with the audited accounts, for the financial year ended March 31, 2015.

Financial Performance

The summarized results of your Company are given in the table below:

Particulars Financial Year ended

Standalone 31/03/2015 31/03/2014*

Total Income 50110148.36 114971538.68

Profit/(loss) before Interest, Depreciation & Tax (EBITDA) 880137.86 2541558.22

Finance Charges 187155.00 459704.00

Depreciation 88341.00 77753.00

Prior Period Items 79164.00 31077.00

Profit after prior period items 525477.86 1973024.22

Provision for MAT (Net of Deferred Tax) 187144.00 619268.00

Net Proflt/(Loss) 338333.86 1353756.22

*previous year figures have been regrouped/rearranged wherever necessary.

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211 (3C) of the Companies Act, 1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of Rule 7 of The Companies (Accounts) Rules, 2014) and the relevant provisions of the Companies Act, 1956 / Companies Act, 2013, as applicable. Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

Summary of Operations

During the year, the total income of your Company decreased by 56.41%, from Rs 114,971,538.68 to Rs.50,110,148.36. for FY 2014-15, your Company's profit after tax stood at Rs. 13,53,756.22 vis-a-vis Rs.3,38,333.86 in the previous year.

Dividend

The Board of Directors of the Company has not recommended any dividend on equity share for FY 2014- 15.

Statutory Auditors, their Report and Notes to Financial Statements

In the last AGM held on 29th September, 2014, M/s. S.Poddar & Co, Chartered Accountants have been appointed Statutory Auditors of the Company till the commencement of next Annual General Meeting, Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. S.Poddar & Co. Statutory Auditors, in their audit report.

Secretarial Audit

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 Mr. Anurag Fatehpuria Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as to this report.

Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

- In the preparation of the annual accounts for financial year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures:

- 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;

- 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;

- The directors had prepared the annual accounts on a going concern basis; and

- 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.

Particulars of loans, guarantees or investments under Section 186

The Company has not given any loan, guarantee or has not made any investment pursuant to section 186 of the Companies Act, 2013.

Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

The particulars regarding foreign exchange earnings and outgo appear as separate items in the notes to the Accounts. Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable.

(i) the steps taken or impact on conservation of energy Not Applicable

(ii) the steps taken by the Company for utilizing alternate Not Applicable sources of energy

(iii) the capital investment on energy conservation Not Applicable equipments

(b) Technology absorption

(i) the efforts made towards technology absorption Not Applicable

(ii) the benefits derived like product improvement, cost Not Applicable reduction, product development or import substitution

(iii) in case of imported technology (imported during the last Not Applicable three years reckoned from the beginning of the financial year)-

(a) the details of technology imported Not Applicable

(b) the year of import; Not Applicable

(c) whether the technology been fully absorbed Not Applicable

(d) if not fully absorbed, areas where absorption has not Not Applicable taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development Not Applicable

(c) Foreign exchange earnings and Outgo

During the year, the no foreign exchange transaction has been made.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board For and on behalf of the Board

Sirohia & Sons Limited Sirohia & Sons Limited

Sd/- Sd/-

(Managing Director) (Director)

Rakesh Sirohia Rajat Sirohia

Date : 28/05/2015 Place : Kolkata