Sihora Industries Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2024

Your Directors have pleasure in presenting the 1^st Annual Report of the Company together with the Audited Financial Statement of
Accounts for the period ended March 31, 2024.

FINANCIAL HIGHLIGHTS (INR in Hundreds)

PARTICULARS	Period of FY 2023-24 commencing from 10.08.2023 and unto 31.03.2024
Revenue from Operations	6,21,103.00
Add: Other Income	6,180.00
Total Income	6,27,283.00
Purchase of Raw Material and Stores	4,14,470.00
Changes in inventories of Raw Material, finished goods and work-in-progress	(63,247).00
Employee Benefit Expenses	66,498.00
Financial costs	12,992.00
Depreciation and amortization expense	43,689.00
Other Expenses	1,10,949.00
Total Expenses	5,85,351.00
Net Profit/(Loss) Before Tax	41,932.00
Less: Tax expenses	11,319.00
Net Profit/(Loss) After Tax	30,613.00

FINANCIAL PERFORMANCE

Since, the Company was incorporated on August 10, 2023, therefore, financial performance for the period commencing from August 10,
2023 and ending on March 31, 2024 has been presented.

During the period under review, the revenue from operation of the Company stood at INR 621.10 Lacs and the net profit after tax stood
at 30.72 lacs.

The Board is making its continuous efforts for increasing the capacity utilization of installed manufacturing capacity. The Board expects
an all-round growth in Revenue from operations and in Net Profit over the upcoming years.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business that was taken over by the Company during the period under report.

DIVIDEND

Your Company is newly incorporated, is in a growth trajectory and intends to preserve its liquid resources. The Board of Directors regret
not to recommend any dividend.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there is no unpaid dividend account as on March 31, 2024.
TRANSFER TO GENERAL RESERVES

The Board of Directors of the Company does not propose to transfer any amount to the General Reserve during the year. The Board of
Directors of the Company have decided to carry the entire amount of Net Profit in the Balance Sheet.

INFORMATION ABOUT SUBSIDIARY / JV/ ASSOCIATE COMPANY

As on March 31,2024, the Company does not have any subsidiary, Associate or Joint Venture Company.

MEETINGS OF THE BOARD OF DIRECTORS

During the period part of Financial Year 2023-24, the Company held Fifteen (15) meetings of the Board of Directors as per Section 173
of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the
time gap between the two meetings.

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	08-09-2023	2	2
2.	03-10-2023	2	2
3.	17-10-2023	2	2
4.	18-10-2023	2	2
5.	18-10-2023	2	2
6.	25-10-2023	2	2
7.	02-11-2023	2	2
8.	09-11-2023	2	2
9.	01-12-2023	2	2
10.	04-12-2023	2	2
11.	01-01-2024	2	2
12.	03-01-2024	2	2
13.	14-01-2024	2	2
14.	17-01-2024	2	2
15.	20-02-2024	2	2

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the period under report there was no change in the Directors and Key Managerial Personnel.

DIRECTORS¹ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

• That in the preparation of the financial statements for the period ended 31st March 2024, the applicable accounting standards have
been followed and there has been no material departure;

• That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and profit & loss of the
Company for the period ended on that date.;

• That 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;

• That the financial statements have been prepared on a going concern basis;

• Company being unlisted sub clause (e) of section 134 (3) is not applicable;

• That systems to ensure compliance with the provisions of all applicable laws were in place, adequate and were operating effectively.
SHARE CAPITAL

The Share Capital of the Company is as follows:

Authorized Share Capital of the Company as at 31^st March 2024 was INR 4,50,00,000/- divided into 4500000 Equity Shares of INR
10.00 each.

Issued, Subscribed & Paid-up Share Capital of the Company as at 31^st March 2024 was INR 67,77,090/- divided into 6,77,709 Equity
Shares of INR 10.00 each.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not given Loans or made any Guarantees or Securities or made any Investments covered under the provisions of
Section 186 of the Companies Act 2013 during the period ended on March 31, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

A. Conservation of energy:

i) Steps taken / impact on conservation of energy:

The company has adopted several energy conservation measures. Due care has been taken at the time of selection of plant &
machinery. Periodical testing is being done for each unit of power supply to verify that the energy consumed is minimized.

ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil

iii) Capital investment on energy conservation equipment: NIL

B. Technology absorption:

i) The efforts made towards technology absorption;

The Company always keeps itself updated with all the latest technological innovation by way of constant communications with
consulting experts. Efforts are being made to make maximum use of available infrastructure, at the same time innovating new
techniques to bring efficiency and economy in different areas.

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)-

There is no import of technology since incorporation of Company. Hence information as required to be provided under rule 9.8
(3) (B) (iii) of Companies (Accounts) Rules, 2014, is NIL.

C. Foreign exchange earnings and Outgo (Amount in Rupees)

The Foreign Exchange earned in terms of actual inflows during the period and the Foreign Exchange outgo during the period under
Report in terms of actual outflows: NIL

RELATED PARTIES TRANSACTION

All Related Party Transactions entered into during the period under Report were on an arm’s length basis and were in the ordinary course
of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of
Section 188 of the Companies Act, 2013. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as Annexure - 1.

There were no contracts, arrangements or transactions which was not executed in ordinary course of business and/or at arm’s length
basis.

DEPOSITS

The company has not accepted any deposits during the period. Information relating to deposits, covered under Chapter V of the Act is
NIL. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

INTERNAL CONTROL SYSTEM

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and
complexity of its operations.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

RISK MANAGEMENT

The company, like any other enterprise, is exposed to business risks which can be internal risks as well as external risks. One of the key
risks faced by the company in today''s scenario is sudden fluctuation in gold price and frequent changes in economic conditions,
ultimately, its profitability could be affected.

Company has developed and implemented a Risk management Policy for the company including identification therein of elements of risk
which in opinion of the Board may threaten the existence of the company. The company has a dynamic risk management framework to
identify, evaluate business risks and opportunities.

Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issues can affect our operations and
profitability.

However, the company is well aware of the above risks and as part of business strategy has put in mechanism to ensure that they are
mitigated with timely action.

In the opinion of the board of directors, none of the aforementioned risks affect and /or threaten the existence of the company.

COST RECORD

The maintenance of cost records is not specified by the Central Government under sub-section (1) of section 148 of the Companies Act,
2013 accordingly, such records are not made and maintained by the Company.

SECRETARIAL AUDITOR AND THEIR REPORT

The Company is not falling within the ambit of Section 204 of the Companies Act, 2013 and accordingly, it does not require to obtain the
report of Secretarial Auditor.

STATUTORY AUDITORS

Post incorporation, M/s. Lakhankiya & Dosi LLP, Chartered Accountant, Surat (FRN: 154114W/W100873) were appointed as Statutory
Auditors of Company at the Extra-ordinary General Meeting held on December 04, 2023, from the date of incorporation of the Company
i.e. August 10, 2023 until the conclusion of the I^s'' Annual General Meeting to be held in the year 2024.

The Company has received consent and eligibility certificate dated August 10, 2024 from M/s. Lakhankiya & Dosi LLP, Chartered
Accountant, Surat (FRN: 154114W/W100873) for their appointment as Statutory Auditor of the Company for the financial years starting
from 2024-25 upto the financial year 2028-29 and they shall hold the office from the conclusion of 1^SI Annual General Meeting till the
conclusion of 6^lh Annual General Meeting of the Company.

AUDITORS'' REPORT

The observation and comments given in the report of the auditors read together with notes to accounts are self-explanatory and hence do
not call for any further explanation or comments under the provisions of the Companies Act, 2013.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments
under Section 134 of the Companies Act, 2013. The Auditors’ Report does not contain any qualification, reservation or adverse remark.
The Auditors’ Report is enclosed with the financial statements in this Annual Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment
Initiative (ASHI) framework, through which we address complaints of sexual harassment all the workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual
harassment and we are compliant with the law of the land where we operate. During the period under review, there were no incidences of
sexual harassment reported.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes that occurred subsequent to 31^sl March 2024 to which the balance sheet relates and the date of the
report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or
against the company, sale or purchase of capital assets or destruction of any assets, affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

MAJOR EVENTS DURING THE PERIOD

The Company has taken over the running business along with all assets and liabilities at the book value of Sole Proprietorship “Sihora
Narrow Fabrics” of Mr. Gautam Vallabhbhai Sihora (Promoter and Director of Sihora Industries Limited). The Business Takeover
Agreement was signed and executed on 17^th day of October, 2023.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant material orders passed by the regulators/courts which would impact the going concern status of the company and
its future operations during the period under review.

WEB-LINK OF ANNUAL RETURN:

The Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014 is annexed herewith as Annexure - 2 for your kind perusal and information. As website of the Company is
not active currently, we have not provided herewith the web link for the same.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section
135 (1) of the Companies Act, 2013.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’,
respectively, have been duly complied with by your Company.

GENERAL DISCLOSURES

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134(3) of the Act and Rule 8
of The Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the period or applicability of
the various provision of the Companies Act, 2013.

ACKNOWLEDGEMENT

The Board places on record their appreciation of the support of all stakeholders.

Registered office: By Order of the Board of Directors.

PL 34/D/l Laxminarayan, BRC Compound, Udhna, Surat, Mangrol, Gujarat,India,

Address: 5, Harishnagar Soc., Hirabaug, Address: 5, Harishnagar Soc.,Hirabaug,
Place: Surat Varachha Road, Behind Tapshil Soc., Varachha Road, Behind Tapshil Soc.,

Date: August 10, 2024 Surat, Gujarat 395006, India Surat, Gujarat 395006, India