Shricon Industries Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 38th Annual Report together with Audited Statement of
Accounts for the year ended on 31st March, 2024.

1. Operations and State of Affairs of the Company:

The detailed financial statement of the Company for the financial year 2023-24 is attached with this
report. However, the performance of the Company for the financial year ended on 31st March, 2024
is summarized below:

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
	(in Lacs)	(in Lacs)
Income (Gross)	154.58	170.24
Expenditure	67.50	49.27
Profit/(Loss) before Exceptional and extraordinary Items and tax	87.08	120.97
Less:- Tax Expense	0.02	0.02
Profit/ (Loss) after Tax	87.06	120.95

During the Financial Year 2023-24 there is Revenue of Rs. 57.42 Lacs from operation. The Company
has other income of Rs. 154.58/- Lacs during the financial year 2023-24 as compared to previous
financial year 2022-23 of Rs. 170.24/- Lacs. During the year, Company has Profit after tax of Rs.
87.08/- Lacs.

2. Share Capital

The paid-up Equity Share Capital as at March 31, 2024 stood at Rs. 124 Lacs. There was no change
in the paid-up share capital during the year under review.

3. Dividend and Reserves

The company has not declared any Dividend during the financial year 2023-24. During the year under
review, the Company has not transferred any amount to any of the reserves maintained by the
Company.

4. Material changes and commitments, if any, affecting the financial position of the Company
which have occurred betw een the end of the financial year of the Company to w hich the financial
statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the company
between the end of financial year and the date of report.

5. Consolidated Financial Statements and Cash Flow Statement

Your Company is not required to consolidate financial statements therefore Accounting Standard 21
issued by the Institute of Chartered Accountants of India not applicable.

Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014 is not applicable on your
Company.

As stipulated by Clause 32 of the Listing Agreement, Cash flow statement for the financial year ended
March 31, 2024 were prepared by the Company in accordance with applicable Accounting Standards
issued by the Institute of Chartered Accountants of India and the same together with the Auditors
Report thereof form part of the Annual Report.

6. Subsidiary Companies

During the year, the Company has no subsidiary Company therefore there is need not to submit any
information and documents pertaining to subsidiary company under the Companies Act, 2013 and
Listing Regulation.

7. Financial Position and Performance of Subsidiaries, Joint Ventures and Associates

During the year, the Company has no subsidiary Company and Joint Ventures and Associates therefore
there is need not to submit any information and documents pertaining to subsidiary company under
the Companies Act, 2013 and Listing Regulation.

S. Directors Responsibility Statement

Pursuant to the requirements of Section 134 of the Companies Act, 2013 and to the best of their
knowledge & belief and according to the information and explanations obtained, your Directors state
that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed
and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently andjudgments and estimates
made 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 of the Company for that period;

c) 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;

d) the annual accounts have been prepared on a going concern basis;

e) requisite internal financial controls were laid down and that financial control are adequate and arc
operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively.

9. Internal Control System and their adequacy

The Company has proper and adequate internal control systems, which ensure that all assets are
safeguarded against loss from unauthorized use and all transactions are authorized, recorded and
reported correctly. The Management continuously reviews the internal control systems and procedures

to ensure orderly and efficient conduct of business. Internal audits are regularly conducted, using
external and internal resources to monitor the effectiveness of internal controls.

10. Details of Board Meetings

During the year under review, the Board met Eight times viz. on May 20, 2023, July 11, 2023, August
10, 2023, September 12, 2023, November 07, 2023, February 02, 2023 March 02^nd, 2024 and March
30^lh, 2024. The necessary quorum was present during all the meetings. The Notice along with Agenda
of each Board Meetings were given to each Director of the Company.

The intervening gap of the board meetings were within the period as prescribed under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All tire recommendations made by the Audit Committee were accepted by the Board of Directors at
their respective meetings.

Pursuant to the requirements of Schedule TV to the Companies Act, 2013 and Listing Regulations, a
separate Meeting of the Independent Directors of the Company was held on February 02, 2024.

Your companys Board of Directors have constituted the following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

During the year Annual General Meeting was held on June 19, 2023.

11. Directors and Key Managerial Personnel

As per provision of Section 152(6) of the Act, Mrs. Neclima Mahcshwari (DIN 00194928), Non-
Executive Director, retires by rotation at the ensuing AGM and, being eligible, offers herself for re-
appointment.

Mr. Inder Prakash Jain (DIN: 00229945) and Mr. Govind Nuwal (DIN: 05162530) has completed their
term as Independent Directors as on March 31^st, 2024.

The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI
Listing Regulations:

• The Company has Appointed Mr. Rahul Rohira (DIN: 10555348) and Mr. Manish Gupta (DIN:
10555347) as an Additional and Non-Executive Independent Director on the Board for a tenure of 5
years from March 30^th, 2024 to March 29^th, 2029 (both days inclusive), subject to approval of Members
at this AGM. He shall hold office as Additional Director upto the date of this AGM and is eligible for
appointment as an Independent Director.

• Mrs. Neha arvind, Company Secretary & Compliance Officer has resigned with effect from 29^lh June
2023.

• Ms. Deeksha Du gar appointed as Company secretary & Compliance Officer with effect from 11^th July
2023 and has resigned with effect from 05^,h December, 2023.

• Ms. Bhavika Sharma appointed as Company secretary & Compliance Officer with effect from 2^nd
March, 2024.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial
Standards (‘SS) - 2 on General Meetings are given in the Notice of AGM, forming part of the Annual
Report.

12. Declaration by Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet
the criteria of Independence as prescribed under the provisions of the Companies Act, 2013 read with
the schedules and Rules issued there under as well as Regulation 16( 1 )(b) of Listing Regulations
(including any statutory modification(s) or re-enactment(s) for the time being in force). The details of
programs for familiarization of Independent Directors with the Company, their roles, rights,
responsibility in the Company, nature of the industry in which the Company operates and other related
matters are put on the website of the Company at the link: www.shricon.in

13. Key Managerial Personnel

The following employees were designated as whole-time key managerial personnel by the Board of
Directors during the year under review:

1. Mr. Manoj Jain as Chief Executive Officer (CEO),

2. Mr. Piyush Gupta as Chief Financial Officer (CFO) of the Company,

3. Mrs. Neha Arvind up to 29^th June 2023, Ms. Deeksha Dugar for a period from 11^th July 2023 till
05^,h December, 2023 and Ms. Bhavika Sharma as Company Secretary w.e.f. 02^nd March, 2024.

14. Auditors and Auditors Report

M/s. Kalani & Company, Chartered Accountants (ICAI Firm Registration No. 000722C), was
appointed as Statutory Auditor of the Company by the members at their AGM held on 24th September,
2022 for a period of 5 years to hold office from the conclusion of the said AGM until the conclusion
of the AGM of the Company to be held in calendar year 2027. M/s. Kalani & Company, Chartered
Accountants has resigned on 12th August, 2023 before completion of its term, from the position of
Statutory Auditors due to inadequate amount of Audit Fees. The Audit Committee and Board of
Directors of the Company aligned with the reasons stated in the resignation letter received from the
Auditors. The resignation of M/s. Kalani & Company, before completion of its term as auditor caused
a casual vacancy in the office of Statutory Auditors as per the provisions of section 139(8) of the
Companies Act, 2013 and casual vacancy so caused by the resignation of auditors which was filled by
M/s. R S Dani & Co., Chartered Accountants (ICAI Firm Registration No. 000243C) by passing of
resolution through postal ballot w.e.f. December 9th, 2023 to hold office up to the conclusion of this
Annual General Meeting of the Company.

M/s. R S Dani & Co., Chartered Accountants (ICAI Firm Registration No. 000243C) proposed to lie
appointed for their first term of 5 years for auditing as a Statutory Auditor of the Company from
financial year 2023 till end of the Financial year 2028 (till the conclusion of the 42nd Annual General
Meeting of the Company to be held in year 2028) at such remuneration as may be mutually agreed to,
between the Board of Directors and the Auditors.

M/s. R S Dani & Co., Chartered Accountants (ICAI Firm Registration No. 000243C) have experience
in various types of audits including Statutory Audits, Internal Audits, Stock Audits, Due Diligence and
Investigation audits. They have experience in auditing different kinds of entities including Large
Corporates, Small and medium sized entitles, Multi locational entities etc. The Audit Firm has valid
Peer Review certificate. The Board proposes and recommends the aforesaid resolution for your
approval.

The Statutory Auditors Report forms part of the Annual Report. The Statutory Auditors report does
not contain any qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the
Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

15. Cost Audit

The Company is not required to conduct cost audit during the financial year 2023-24.

16. Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Company had appointed M/s. Bharat Rathore &
Associates, Practicing Company Secretaries, Kota as Secretarial Auditor of the Company for the Year
2024-25.

In accordance with the Section 204 of the Act, M/s. Bharat Rathore & Associates, have submitted their
Secretarial Audit report in prescribed format and the same has been attached at Annexure-A. The
report so submitted is self-explanatory and does not call for any further explanation(s) / comment(s).

The Board of Directors appointed M/s. Bharat Rathore & Associates, Practising Company Secretaries,
to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report of M/s. Bharat Rathore & Associates, Practising Company Secretaries
for the financial year ended 2023-24, is annexed as Annexure A.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has complied with all the applicable provisions of the
Secretarial Standards issued by the Institute of Company Secretaries of India.

17. Particulars of Loans, Guarantees or Investment

Details of loans, guarantees and investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes forming part of the financial statements.

18. Particulars of Contract or arrangement with Related Parties

All related party transactions (RPTs) which were entered into during the financial year were on arms
length basis and did not attract provision of Section 188 of the Companies Act, 2013. There were
material transaction entered with related parties, during the year under review, which have been
disclosed in Form AOC-2 as an Annexure-2. All transactions (if any) covered under Related Party
Transactions are regularly/periodically ratified and/or approved by the Board/Audit Committee.

The Related Party Transaction Policy as approved by the Board is uploaded on the Companys website
at the web link: http://www.shricon.in.

All the related party transactions are entered into at arms length in the ordinary course of business and
are in compliance with the applicable provisions of the Act and the Listing Regulation and there are
no materia] significant related party transactions made by the Company with Promoters, Directors or
Key Managerial Personnel etc. which may have a potential conflict with the interests of the Company
FORM AOC-2 has been attached with this Directors Report.

19. Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with the
Companies!Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the
name and other particulars of employees are to be set out in the Directors Report as an addendum or
annexure thereto.

However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out
therein, me being sent to all Members of your Company and others entitled thereto, excluding the
aforesaid information about the employees. Any Member who is interested in obtaining these
particulars may write to the Compliance Officer at the Registered Office of the Company.

None of the employee listed in the said Annexure is a relative of any director of the Company. None
of the employee holds (by himself or along with his spouse and dependent Children) more than two
percent of the Equity shares of the Company.

20. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Consider the business activities of the Company the requirement relating to providing the particulars
relating to conservation of energy and technology absorption stipulated in Rule 8 of the Companies
(Accounts) Rules 2014 required to be furnished u/s.134 (3)(m) of the Companies Act, 2013 are as
follows:

Conservation of Energy:

l Steps taken or impact on conservation of energy	NA
ii Steps taken by the Company for utilizing alternate source of energy	NA
iii Capital investment on energy conservation equipments	NA

Technology absorption:

i Efforts made towards technology absorption	NA
ii Benefits derived like product improvement, cost reduction, production development or import substitution	NA
iii In case of imported technology (imported during last three financial Years reckoned from the beginning of the financial year)	NA
a) The details of technology imported	NA
b) The year of import	NA
c) Whether the technology has been fully absorbed	NA
d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof.	NA
iv The expenditure incurred on Research and Development	NA

Foreign Earnings & Outgo

Sr. Particulars No.	2023-2024	2022-2023
A Total Earning for Foreign Exchange	NIL	NIL
1 FOB Value of Exports	NIL	NIL
2 Services rendered	NIL	NIL
B Total Outgo in Foreign Exchange	NIL	NIL
1 Travelling expenses	NIL	NIL
2 Dividend payment	NIL	NIL
3 Other expenses	NIL	NIL

21. Composition of Audit Committee

In line with the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the
Committee is as below:

1. Mr. Rahul Rohira as Chairman of the Audit Committee. (Independent Director)

2. Mr. Manish Jain as Member of the Audit Committee (Independent Director)

3. Mr. Om Prakash Maheshwari as Member of the Audit Committee.

22. Vigil Mechanism

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors
and employees of the Company to report concerns about unethical behavior, actual or suspected fraud
or violation of the Companys code of conduct or ethics policy. The mechanism under the policy has
been appropriately communicated within the organization. The Whistle Blower Policy is available on
the website of the Company.

23. Performance Evaluation

Pursuant to Clause 49 of the Listing Agreement read with provisions of the Companies Act, 2013, the
Board has carried out an evaluation of its own performance and that of the individual Directors. The
evaluation criteria, inter alia, covered various aspects of die Boards functioning including its
composition, execution and performance of specific duties, obligations and governance. The
performance of individual directors was evaluated on parameters such as Attendance and participation
in the Meetings, Contribution towards growth of the Company, Leadership initiative, Team work
attributes and supervision of staff members, Compliance with policies, safeguarding the interest of the
Company etc. The Directors expressed their satisfaction with the evaluation process.

24. Key Parameters for appointment of Directors and Key Managerial Personnel

The Nomination and Remuneration Committee has formulated a detailed policy for appointment of
directors, key managerial personnel which is designed to attract, motivate and retain best talent. This
policy applies to directors, senior management including its Key Managerial Personnel (KMP) and
senior management of the Company. The remuneration of the Executive Directors and KMPs of the
Company is recommended by the Nomination and Remuneration Committee based on the Companys
remuneration structure taking into account factors such as level of experience, qualification and
suitability. The Company generally pays remuneration by way of salary, perquisites and allowances.

25. Public Deposits

During the year, your Company has neither invited not accepted any deposits from the public within
the meaning of section 2(32) and 74 of the Companies Act, 2013 and as such, no amount of principal
or interest on deposit was outstanding as of the balance sheet date.

26. Policies of the Company

Your Company has posted the following documents on its website www.shricon.in.

1. Code of Conduct and Ethics

2. Whistle Blower Policy

3. Related Party Transaction Policy

4. Familiarization Program.

5. Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by
insiders

6. Remuneration Policy

7. Code of Fair Disclosure

27. Human Resource and Employees Stock Option Scheme

Your Company has been able to create and continuously improve a favorable work environment that
encourages innovation and meritocracy at all levels. Employees relations remained cordial at all the
Companys locations. The Directors take this opportunity to record their appreciation for the
outstanding contribution.

There is no Employees Stock Option Plan 2013 (ESOP 2013) in the Company.

28. Significant and Material Orders Passed by the Regulators or Courts

During the financial year under review, no significant or material orders were passed by any
Regulatory/ Statutory Authorities or the Courts or tribunals which would impact the going concern
status of the Company and its future operations.

29. Extract of Annual Return

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act,
2013, the Annual Return for the financial year ended on 31³¹ March 2024 in the prescribed form MGT-
7 is disclosed on the website of the at www.shricon.in.

30. Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as
the provisions of Section 135 of Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014 docs not applicable to the Company.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

The Company has in place a Sexual Harassment Policy in line with tire requirement of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment.

All employees (permanent, contractual, temporary, trainees) are covered under the policy. The
following is a summary of sexual harassment complaints received and disposed off during the year
2023-24:

No. of complaints received : Nil

No. of complaints disposed off : Nil

32. Management Discussion And Analysis Report

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred as "SEBIs Listing Regulations"),
the operations of the company are reviewed in detail in the Management Discussion and Analysis
Report are forming part of Report.

33. Business Responsibility Reporting

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the
Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2024.

34. Disclosures Linder Sexual Harassment of Women At Workplace (Prevention, Prohibition &
Redressal) Act 2013

During the year under review, the Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

35. Green Initiative

Your Company has taken the initiative of going green and minimizing the impact on the environment.
The Company has been circulating the copy of the Annual Report in electronic format to all those
Members whose email addresses are available with the Company. Your Company appeals other
Members ill so to register themselves for receiving Annual Report in electronic form.

36. Changes in the Nature of Business, if Any

The Company continued to provide Real Estate services and hence, there was no change in the nature
of business or operations of the Company which impacted the financial position of the Company during
the year under review.

37. Particulars of Remuneration

Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
are placed on the Companys website www.shricon.in as an annexure to the Boards Report.

A physical copy of the same will be made available to any shareholder on request, as per provisions
of Section 136(1) of the said Act. Details as required under the provisions of Section 197(12) of the
Companies Act 2013, read with Rule 5(2) and 5(3) of the said Rules, which form part of the Boards
Report, will be made available to any share holder on request, as per provisions of Section 136(1) of
the said Act.

38. Industrial Relations

Industrial Relations continued to remain peaceful and cordial throughout the year. We value the long
association of our stakeholders to sustain industrial harmony and create a positive work environment.
By introducing various new work practices we have succeeded in enhancing manpower productivity
& attendance to the optimum.

39. Acknowledgements and Appreciation

Your Directors are thankful to all the shareholders, Advisors, Bankers, Governmental Authorities,
media and all concerned for their continued support. The Directors acknowledge the commitment and
contribution of all employees to the growth of the Company. Our consistent growth was made possible
by their hard work, solidarity, cooperation and support.

	For and on behalf of the Board of Directors
		Shricon Industries Limited
	Sd/-	Sd/-
Place: Kota	Om Prakash Maheshwari	Neelima Maheshwari
Date: 29.05.2024	DIN-00185677	DIN- 00194928