Shreenath Investment Company Ltd

To,

The Members

Shreenath Investment Company Limited

Your Directors are pleased to present herewith 44^th Annual Report on the business and operation of the Company together with the Audited Financial Statement of your Company for the Financial Year ended 31^st March, 2024.

The State of the Company's Affairs

1. KEY FINANCIAL HIGHLIGHTS:

During the year under review your Company has reported a Profit of Rs. 267.89 Lakhs against Net profit of Rs. 103.09 Lakhs in the previous financial year.

2. DIVIDEND:

With a view to plough back the profits of the Company for future growth, your Directors do not recommend dividend for the year ended 31^st March, 2024.

3. TRANSFER TO RESERVES:

Your Company has transferred during the financial year ended 31st March, 2024, amount of Rs. 267,88,539.35/- /- as against Rs. 103,08,874.87in the financial year ended 31st March, 2023 to the Retained Earnings out of the profit available for appropriation.

4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (SECTION 134 (3) (m) OF THE COMPANIES ACT.2013:

With the kind of activities carried out by the Company, it has not spent any substantial amount on conservation of energy and technology absorption stipulated under Section 134(m] of the Companies Act, 2013.

5. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange Outgo in terms of actual outflows is NIL.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There has been no material changes and commitments 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.

7. REVISION OF THE FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARD:

The Financial Statement of the Company/Board Report has not been revised during the Financial Year 2023-24 as per section 131 of Companies Act, 2013.

8. ANNUAL - RETURN EXTRACTS:

Extracts of the Annual Return as provided in Section 92(3] of the Companies Act, 2013, in MGT- 9 is attached as "ANNEXURE-I". The web address where annual return has been placed www.shreenathinvestment.in.

9. DETAILS OF NEW SUBSIDIARY/ IOINT VENTURES / ASSOCIATE COMPANIES:

10. DETAILS OF THE COMPANY WHICH CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

11. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

12. DEPOSITS:

During the year, the Company has not accepted any deposits covered under section 73 to 76 under the Companies Act, 2013.

13. INTERNAL FINANCIAL CONTROL:

The Board of Directors is responsible for ensuring that internal financial controls have been laid down in the Company and that such controls are adequate and is functioning effectively. Shreenath Investment Company has policies, procedures, control frameworks and management systems in place that map into the definition of Internal Financial Controls. These have been established at the entity and process levels and are designed to ensure compliance internal control requirements, regulatory compliance and appropriate recording of financial and operational information. The company has adequate internal control system in place on the basis of which financial accounting is done and periodically financial statements are prepared. Such internal control systems are adequate operating effectively.

14. BOARD MEETINGS:

The Board met 12 times during the year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of which are given below:

15. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with Section 152(6] of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ashwin Pukhraj Jain (DIN: 00173983), Director of the Company retires by rotation at the ensuing Annual General Meeting, being eligible offers himself for re-appointment.

During the year, Mr. Vikas Mapara (Managing Director) resigned from the Directorship of the Company w.e.f. 27^th March, 2024.

During the year, Mr. Jatin Jain was appointed as Additional Managing Director in the Company w.e.f. 27^th March, 2024 and his appointment was regularised in the Extra Ordinary General Meeting held on 15^th July, 2024.

16. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013:

The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013. In view of the above provisions, your Company has following Independent Directors:

17. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of Business by the Company during the period under review.

18. NOMINATION AND REMUNERATION COMMITTEE:

Composition:

The "Nomination and Remuneration Committee" consists of three Directors with the Chairman being the Independent Director. The committee acts in accordance with the terms of reference as approved and adopted by the Board in its Nomination and Remuneration Policy.

The Composition of the Committee is as under:

Chairman: Mr. Bhavya Sundesha- Independent Director Members: Ms. Renu Jain - Independent Director

Mr. Ritesh Chopra- Independent Director Meeting and attendance

The nomination and remuneration committee met twice in a year ended on 31^st March 2024. The necessary Quorum was present for the meeting.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy for Director's, Key Managerial Personnel and other employees are annexed as "ANNEXURE II" to the Directors Report. Further; the Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The Company's Nomination and Remuneration Policy is directed towards rewarding performance based on review of achievements periodically. The Nomination and Remuneration Policy is in consonance with the existing industry practice.

19. AUDIT COMMITTEE:

In accordance with the provisions of section 177 of the Companies Act, 2013 your Company has constituted an "Audit Committee" comprising of minimum three directors consisting of two Non-Executive Independent Directors and one Executive Director with the Chairman being the Independent Director. The Audit Committee acts in accordance with the Terms of Reference specified by the Board in writing.

The Composition of the Committee is as under:

Chairman: Mr. Bhavya Sundesha- Non- Executive Independent Directors Members: Mr Ritesh Chopra-Non- Executive Independent Directors *Mr. Jatin Jain - Executive Director

There was reconstitution in the Audit Committee as Mr Vikas Mapara resigned w.e.f. 27th March,2024 and Mr Jatin Jain was appointed w.e.f 27th March 2024

Meeting and Attendance:

The Audit Committee met Six times in a year for the year ended 31^st March 2024.

The necessary quorum was present at the meeting.

The Terms of Reference of the Audit Committee are broadly stated as under:

(a] Recommendation for appointment, remuneration and terms of appointment of auditors of Company;

(b) Overview of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

(c) Review and control of internal financial controls and risk management systems;

(d) Review of financial statements before submission to Board;

(e) Supervision of other financial and accounting matters as may referred to by the Board;

(f) Discussion with statutory auditors before audit commences, about the nature and scope of audit as well as post-audit discussion to assert any area of concern;

(g) Scrutiny of inter-corporate loans and investments;

(h) Monitoring the end use of funds raised through public offers and related matters;

(i) Valuation of undertakings or assets of the company, wherever it is necessary;

(j) Approval of appointment of chief financial officer after assessing the qualifications, experience and background etc, of the candidate;

20. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Committee has the mandate to review, redress shareholders grievances and to approve all the share transfers.

The Composition of the Committee is as under:

Chairman: Mr. Bhavya Sundesha- Non- Executive Independent Directors Members: Mr Ashwin Jain-Executive Directors *Mr. Jatin Jain- Executive Director

There was reconstitution in the stakeholder Relationship Committee as Mr Vikas Mapara

resigned w.e.f. 27th March,2024 and Mr Jatin Jain was appointed w.e.f 27th March 2024.

The function of Stakeholder Relationship Committee includes the following:

• Transfer /Transmission of shares;

• Issue of duplicate share certificates;

• Review of shares dematerialized and all other related matters;

• Monitors expeditious redressal of investors' grievances;

• Non receipt of Annual Report and declared dividend; All other matters related to shares.

The Meeting of Stakeholders Relationship Committee met twice in a year for the year ended 31^st March 2024.

21. CSR COMMITTEE:

Your Company constituted CSR Committee pursuant to Section 135 of the Companies Act, 2013 read with rule thereunder.

The Meeting of CSR Committee was held on dated 30^th May 2023.

The composition of the CSR committee:

1. Mr. Bhavya Sundesha- Chairperson- Non-Executive Independent Director

2. *Mr. Jatin Jain- Member-Executive Director

3. Ms. Renu Jain- Member-Non-Executive Independent Director

*There was reconstitution in the CSR Committee as Mr Vikas Mapara resigned w.e.f.

27^th March,2024 and Mr Jatin Jain was appointed w.e.f 27^th March 2024.

The Corporate Social Responsibility Committee formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by company as specified in Schedule VII of the Companies Act, 2013 and amount of expenditure to be incurred on the activities suggested as per CSR Policy.

According to Rule 3(2] of The Companies (Corporate Social Responsibility Policy) Rules, 2014:

Every company which ceases to be a company covered under subsection (1] of section 135 of the Act for three consecutive financial years shall not be required to -

(a] constitute a CSR Committee; and

(b) comply with the provisions contained in sub-section (2] to (5] of the said section, till such time it meets the criteria specified in sub-section (1] of section 135.

Thus keeping in view, the above provisions and non-fulfilment of criteria under section 135 of the Act for three consecutive financial years, the Company was not required to spend any amount for CSR in the financial year 2023-24.

The Annual Report on CSR Activity is annexed as Annexure- VIII

22. VIGIL MECHANISM:

Pursuant to Section 177(9] of the Companies Act, 2013, the company has established a 'Whistle Blower Policy and Vigil Mechanism' is annexed as "Annexure III" to the Director's Report, for directors and employees to report their genuine concerns to the company. The company oversees this 'Vigil Mechanism' through the Audit Committee of the Board.

23. QUALIFICATION GIVEN BY THE AUDITORS:

There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their Report.

24. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the rules made thereunder, the company has appointed M/s. Pramod S Shah & Associates, a firm of Company Secretaries in Practice (C.P.No.3804] to undertake Secretarial audit of the

Company. The Secretarial Audit Report is included as "ANNEXURE IV" And it forms an integral part of this report.

25. COST AUDIT:

The maintenance of cost records as specified by the Central Government under sub-section

(1] of section 148 of the Companies Act, 2013, is not applicable to the Company.

26. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Particulars of loans given, investments made or guarantees or securities provided pursuant to Section 186 of the Act are given under Notes to Accounts annexed to the Standalone Financial Statements for the financial year ended March 31, 2024 and the same forms part of the Annual Report.

27. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The company has entered into transactions with the related party and the particulars of contracts and arrangements with related parties referred to in Section 188(1], as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies act, 2013, is appended as ANNEXURE - V.

28. PERFORMANCE EVALUATION:

The company has in its place a policy on performance evaluation of independent directors, board, committees and individual directors. The Board of Directors evaluates its own performance in terms of operations of the company, financial results etc. The performance of committee(s] is evaluated by the board based on the effectiveness of individual director(s) based on the contribution of individual director to be the board/ committee meetings, participation in discussions, inputs given in the meeting.

As required under the section 178(2] of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on Code of Conduct for Independent Directors, a comprehensive exercise for the evaluation of the performances of every individual director, of the Board as a whole and its Committees and the Chairperson of the Company has been carried by your company during the year under the review as per the evaluation criteria approved by the Board and based on the Guidelines given in Schedule IV to the Companies Act, 2013.

For the purpose of carrying out performance evaluation exercise, four types of Evaluation forms were devised in which the evaluating authority has allotted to the individual directors, the Board as a whole, its Committees and the Chairperson appropriate grading from1 to 5 and in which rating 1 would be considered a highest rating depending upon the performance.

Such evaluation exercise has been carried out:

(i) of Independent Directors by the Board;

(ii) of Non-Independent Directors by all Independent Directors in separate meeting held for the purpose on 06^th February 2024.

(iii) of the Board as a whole and its committees by all the Independent Directors in separate meeting held for the purpose on 06^th February 2024.

(iv) of the Chairperson of the Company by the independent Directors in separate meeting held on 06^th February 2024 after taking into account the views of the Executive/ Non-Executive Directors;

(v) of individual directors by Nomination and Remuneration Committee;

(vi) of the Board itself;

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

29. AUDITORS:

M/s. Kamdar Dalal & Associates, Firm Registration No (129596W) Chartered Accountants, Statutory Auditors of the Company were re-appointed on September 22, 2022, for a period of 5 Years. The board has recommended the continuation of the existing auditors.

30. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures with respect to the remuneration of Directors, KMP and employees as required under Section 197(12] of the Companies Act,2013, read with rule (5)(1) of Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 are given in ANNEXURE-VI.

31. PARTICULARS OF EMPLOYEES:

There are no employees pursuant to Rule 5(2] of Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 and the same is not applicable to the Company during the year 2023-2024.

32. LISTING ON STOCK EXCHANGES:

Your company's equity shares are listed on Bombay Stock Exchange Limited, Mumbai (BSE LTD], The company has paid the listing fees to the stock exchanges for the financial year 2023-24.

33. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis report are provided under ANNEXURE --VII.

34. CORPORATE GOVERNANCE REPORT:

Your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. Your Company complies with all the mandatory requirements as stipulated under the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015. Report on Corporate Governance along with the Certificate from Auditor on compliance of conditions of Corporate Governance and the Certificate from Practicing Company Secretary on Non-disqualification of Directors, forms part of this report and is attached as ANNEXURE - IX. A declaration signed by the Chairman and Managing Director in regards to compliance with the Code of Conduct by the Board members and Senior Management Personnel also forms part of this Report.

35. RISK MANAGEMENT:

Your Directors have enlarged mandate of Audit Committee to include responsibility to assist the Board in

a] Overseeing and approving the Company's enterprise-wide risk management framework; and

b] Periodic appraisal to access any change needed in the context of changing business environment.

36. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5] of Section 134 of Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your Directors make the following statement and 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 judgements 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 profit of the company for the 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 internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and with laid down internal financial controls to be followed by the company and those systems were adequate and operating effectively.

37. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143 (12) OF COMPANIES ACT, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143 (12] of Companies Act, 2013.

38. SEXUAL HARASSMENT:

Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year ended March 31, 2024, no complaints have been received pertaining to sexual harassment.

39. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY- EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY! OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

The Board on the opinion that all the independent directors possess integrity, expertise and experience as required in the Companies Act, 2013 and also has required skill set for efficient functioning of the company.

40. DETAILS OF INSOLVENCY AND BANKRUPTCY CODE:

During the year under review, no fresh application has been made neither is any application pending under the Insolvency and Bankruptcy Code.

41. DETAILS REGARDING VALUATION REPORT:

During the year under review, your Company has not entered into any One-Time Settlement with Bank's or Financial Institutions and therefore, no details of Valuation in this regard is available.

42. ACKNOWLEDGEMENT:

Your directors place on record their sincere gratitude for the assistance, guidance and cooperation of the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.