Silgo Retail Director Discussions


To,

The Members of

SILGO RETAIL LIMITED

Your Directors are pleased to present the 8th Annual Report of your company together with Audited Financial statements for the year ended March 31, 2023.

FINANCIAL PERFORMANCE

Your Companys performance during the year ended March 31, 2023 as compared to the previous financial year, is summarized as below-

(Rs. In Lacs)

Particulars

2022-23 2021-22

Revenue from Operations

3407.08 3510.40

Other Income

60.43 4.01

Total Income

3467.51 3514.41

Total Expenditures (Excluding Interest & Depreciation)

2950.47 3061.74

Profit before Interest, Depreciation and Tax (PBIDT)

517.04 452.67

Less: Depreciation

5.17 7.51

Less: Interest

192.39 129.41

Profit before Tax (PBT)

319.48 315.75

Less: Tax Expenses (Including Deferred Tax)

84.30 85.18

Profit After Tax

235.18 230.57

Other comprehensive income for the year, net of tax

(1.04) 3.52

Total comprehensive income for the year

234.13 234.08

Earnings per equity share (in Rs.):

Basic

2.28 2.28

Diluted

2.28 2.28

BUSINESS OVERVIEW AND THE COMPANYS PERFORMANCE

Your Company is engaged in the business of trade, manufacture and sale of silver jewellery, precious stone. It offers wide range and variety of jewellery including hallmarked silver jewellery with a focus on certified silver jewellery to cater not only to wedding jewellery but party and daily wear also.

To meet the choices and requirements of the customers, your Company keeps on launching new designs and collections from time to time.

During the year, the revenue from operations of your Company fell by 2.95% to ^ 3407.08 Lakhs as against 3510.40 Lakhs as of last year at gross level. But in spite of less turnover the Net Profit for the year ended March 31, 2023 stood at Rs. 235.18 Lacs. The Company recorded a Net Profit growth of 1.99% in FY 2022-23 on y-o-y basis as compared to FY 2021-22.

DIVIDEND

Your directors have not recommended any dividend for the year.

CONTINUING CHALLENGES

• The constantly changing price of silver can impact customer behaviour in the medium term and also influence quarterly profitability Arising out of possibility of re-emergence of Covid in any part of financial year 22-23

• There is a potential risk of Covid-19 re-emergence at any point during the financial year 2022-2023.

• There is an ongoing competitive pricing conflict among organized industry participants.

• A significant portion of earnings is being allocated to address increased working capital needs for a business of the same scale.

LISTING OF SHARES

The Equity Shares of our Company remain listed on the National Stock Exchange of India Limited. As of now, the listing fees for the year 2023-24 have not been settled with the Stock Exchanges. However, we assure you that the payment will be made within the stipulated deadline. Its important to note that the shares of the company are required to be traded exclusively in dematerialized form.

CHANGE IN NATURE OF BUSINESS

The nature of the companys business has remained unchanged throughout the past year under review. TRANSFER TO RESERVES

During the year under review, the directors have allocated funds of Rs. 2,34,13,127/- to the general reserves. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Considering that the Company does not have any subsidiaries, associates, or joint ventures, there is no requirement to consolidate its financial statements for the fiscal year ending on March 31, 2023.

SIGNIFICANT AND MATERIAL ORDERS

No significant or substantial orders have been issued by regulators, courts, or tribunals that would have an impact on the Companys ability to continue its operations in the future.

ORDER OF SEBI, NSE LIMITED

The company has not received any orders from SEBI (Securities and Exchange Board of India) or NSE Limited (National Stock Exchange Limited) that would have an effect on the listing of the companys shares.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Comprehensive details regarding loans, guarantees, and investments falling under the scope of Section 186 of the Act are furnished in the notes accompanying the financial statements. It is pertinent to emphasize that the Company has refrained from disbursing any loans to individuals within the ambit of Section 186, and similarly, it has not issued any guarantees as defined by the aforementioned section.

BORROWINGS

During the present fiscal year, the Company has obtained borrowings for its working capital needs. In-depth details regarding such borrowings, are comprehensively explained in the notes that accompany the companys audited financial statements.

CREDIT RATING

There have been no credit ratings obtained by the company from any Credit Rating Agency during the year. SHARE CAPITAL

As of March 31, 2023, the Companys Issued, Subscribed, and Paid-up Share Capital amounted to Rs. 10.27 Crore, consisting of 1.027 Crore Equity Shares valued at Rs. 10/- each. Its important to note that there has been no modification in the Authorized and Paid-up Share Capital during the period under assessment.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has neither issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any bonus shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect.

DISCLOSURE REGARDING THE DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT

Pursuant to Section 42 and 62 (1)(c) of the Companies Act, 2013 the Company has not raised through preferential allotment or qualified institutions placement.

ANNUAL RETURN

A copy of the Annual Return of the Company for the Financial year 2022-23, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Companys website www.silgo.in

By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

SECRETARIAL STANDARDS

The Company has adhered to the Secretarial Standards set forth by the Institute of Company Secretaries of India regarding Board Meetings and General Meetings. The report pertaining to the Secretarial Audit, conducted by M/s. Mahendra Khandelwal & Co., Company Secretaries (COP No. 4459), in Form MR-3 for the fiscal year 2022-23, is attached herewith as "Annexure I" and constitutes an integral component of this Report. The Secretarial Audit Report does not contain any adverse observations, qualifications, or reservations that necessitate an explanation.

COST RECORDS

Under the provisions of Section 148 of the Act, your Company is not required to maintain cost records.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There have been no significant alterations or commitments that have impacted the financial standing of the Company between the conclusion of the financial year and the date of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• DETAILS OF DIRECTORS AND KMP WHO WERE APPOINTED AND RESIGNED DURING THE YEAR

The Composition of the Board and Key Managerial Persons of the Company as on March 31, 2023 were as follows:

. Name Category

Date of Appointment

Date of Resignation

1 Mr. NITIN JAIN Managing Director

09.01.2016

2 Mrs. ANJANA JAIN Whole-time Director

20.12.2021

3 Mr. MRIDUL MAHESHWARI Additional Non-Executive Director

20.12.2021

22.08.2022

4 Ms. ANISHA JAIN Non-Executive Director

22.08.2022

4 Mr. SHALABH GUPTA Non-Executive Independent Director

28.07.2018

5 Mr. GOPAL SINGH Non-Executive Independent Director

28.07.2018

6 Mr. TARUN KUMAR RATHI Non-Executive Independent Director

08.02.2021

7 Ms. TRIPTI SHARMA Company Secretary (Key Managerial Person)

14.06.2018

8 Mr. MAYANK KUMAR GATTAYNI Chief Financial Officer (Key Managerial Person)

29.09.2022

30.05.2023

Mr. Mridul Maheshwari has resigned as an Additional Non-Executive director w.e.f. August 22, 2022 of the company and Ms. Anisha Jain has appointed in place of him as Additional Non-Executive Director in the same meeting and regularized in the last Annual General Meeting.

Mr. Mayank Kumar Gattayni has appointed as the Chief Financial Officer of the company w.e.f. September 29, 2022.

RETIRE BY ROTATION

In pursuant to Section 152(6) of the Companies Act 2013, Ms. Anisha Jain designated as Non- Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting.

INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME

The Companys interpretation of the term Independence for Directors is derived from the provisions outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. An annual affirmation is obtained from Independent Directors, verifying their alignment with the independence criteria. Subsequent to receiving these confirmations and disclosures from the Directors, the Board affirms that the Independent Directors satisfy the stipulated conditions as delineated by the SEBI (Listing Obligations and Disclosure Requirements) Regulations and possess independence from the management.

The Board members are equipped with essential documents, brochures, and reports to facilitate their comprehension of the Companys procedures and protocols. Scheduled presentations are delivered during Board and Board Committee Meetings, covering updates on the Companys operations, performance,

business strategy, and associated risks. Additionally, arrangements are made for site visits, though these were temporarily halted during the Covid period.

To familiarize new directors with the Company, a comprehensive presentation is provided upon their appointment. This presentation encompasses their roles, obligations, the Companys strategy, business model, operational processes, market presence, organizational framework, products, and more. Similarly, an annual presentation, along similar lines, is sent to existing Independent Directors. This practice ensures they remain updated on the aforementioned aspects.

Pursuant to the Companies Act, 2013, as part of Board discussions, presentations detailing the Companys performance are presented to the Board during its meeting(s). The specifics of these orientation programs for Independent Directors are disclosed on the Companys official website and can be accessed through the following link: www.silgo.in.

DISCLOSURES BY DIRECTORS

The Board of Directors has duly submitted notices of their interests in accordance with Form MBP 1 as stipulated by Section 184(1). Additionally, the directors have provided intimation using Form DIR 8 as required by Section 164(2), along with declarations confirming their adherence to the Companys Code of Conduct.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has obtained declarations from all its Independent Directors, affirming their alignment with the independence criteria as prescribed by both Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In conformity with the provisions of the Companies Act, 2013, none of the Independent Directors are subject to retirement by rotation.

BOARD EVALUATION

As per the mandates outlined in the Companies Act, 2013, and Schedule IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Board has successfully executed an Annual Performance Evaluation. This comprehensive evaluation encompasses the following key components:

1. Self-Assessment of Board Performance: The Board has undertaken an assessment of its own performance, focusing on various aspects such as its efficiency, decision-making capabilities, strategy formulation, and overall governance effectiveness.

2. Evaluation of Individual Directors: Each Directors performance has been evaluated individually, taking into consideration factors like active participation, valuable contributions, knowledge enrichment, and engagement levels during Board meetings and Committee activities.

3. Committee Evaluation: An evaluation has been conducted to gauge the functioning of the Boards Committees. This assessment encompasses aspects like the composition of committees, their operational efficiency, and adherence to their respective charters.

The objective of these evaluations is to ensure that the Board operates optimally, individual Directors contribute effectively, and the Committees function in alignment with the best corporate governance practices.

In line with effective governance requirements, the Board reviews its own performance annually using a predetermined template designed as a tool to facilitate the evaluation process. The assessment was built around the functioning of the Board as a whole, its committees and also the evaluation of Individual Directors. While the individual Directors performance was reviewed by the Chairman and the rest of the Board excluding the Director being evaluated, the Chairmans and Non-independent Directors performance was appraised through feedback from Independent Directors.

BOARD MEETINGS AND COMMITTEES OF DIRECTORS

BOARD MEETINGS

During the year under review 7 meetings of the Board were held and the gap between any two meetings did not exceed 120 days.

The requisite quorum was present during all the Board meetings. During the year 7 meetings of the Board were held on 05th April, 2022, 27th May, 2022, 10th August, 2022, 22nd August, 2022; 29th September, 2022, 14th November, 2022, 14th February 2023. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013 (hereinafter "the Act").

Details of board meeting attended by the directors of the company are provided as under:

Name of Directors

Number of Meetings Attended Total Meetings held during the F.Y. 2022-23 Last AGM Attended

Mr. Nitin Jain

7 7 Yes

Mrs. Anjana Jain

7 7 Yes

Ms. Anisha Jain

1 7 No

Mr. Shalabh Gupta

7 7 Yes

Mr. Gopal Singh

7 7 Yes

Mr. Tarun Kumar Rathi

7 7 Yes

Mr. Mridul Maheshwari

3 7 No

BOARD COMMITTEES

The Board Committees play a vital role in strengthening the Corporate Governance practices and focus effectively on the issues and ensure expedient resolution of the diverse matters. The Committees also make specific recommendations to the Board on various matters when required. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval.

As on March 31, 2023, the Board has following 3 (Three) Statutory Committees in accordance with Companies Act, 2013:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

AUDIT COMMITTEE AND OTHER BOARD COMMITTEES

The details pertaining to the composition of the Audit Committee and its role is included in the Corporate Governance Report, which is a part of this Annual Report. In addition to the Committees mentioned in the Corporate Governance Report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees during day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code gives guidance through examples on the expected behaviour from an employee in each situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. The Code has also been posted on the Companys website at www.silgo.in

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code. The same has been displayed at the companys website at www.silgo.in

DIRECTORS RESPONSIBILITY STATEMENT

In terms of sub-section 3 read with sub-section 5 of Section 134 of the Companies Act, 2013, the directors hereby state to the best of their knowledge and belief that:

i) In preparation of annual accounts for the financial year ended March 31, 2023 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2023 and of the profits of the Company for the year;

iii) The Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a going concern basis;

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

vi) 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.

FINANCE AND ACCOUNTS

Financial Statement has been prepared in accordance with accounting standards as issued by the Institute of Chartered Accountants of India and as specified in Section 133 of the Companies act, 2013 and the relevant rules thereof and in accordance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has adopted Indian accounting Standards ("Ind AS") specified under section 133 of the companies Act, 2013 for the year under review. The company has evaluated the possible impact of this pandemic on the business operations and the financial positions of the Company and based on its assessment believes that there is no significant impact on the financial results of the Company.

AUDITORS

1. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed there under M/s. J K Sarawgi & Co., Chartered Accountants, (which is currently known as M/s. J K S S & ASSOCIATES, Chartered Accountants), Firm Registration No. 006836C have been appointed as Auditors for a term of five years, subject to ratification by the shareholders, from the conclusion of the 4th Annual General Meeting (AGM) till the conclusion of the 9th Annual general Meeting of the company.

The Ministry of Corporate Affairs vide Notification dated 7th May 2018 notified several Sections of the Companies (Amendment) Act, 2017. In view of the said notification, the requirement of ratification of appointment of auditors, under Section 139 of the Companies Act, 2013, at each AGM is no longer required. Hence, the resolution to this item is not being included in the Notice to the AGM.

1.1 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

2. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Mahendra Khandelwal & Co., Company Secretaries, as Secretarial Auditors of the Company for the year under review. The Secretarial audit report received from the Secretarial Auditors is annexed to this report marked as Annexure - I and forms part of this report.

3. INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed Mr. Arihant Jain as the Internal Auditor of the company for the year under review.

COMMENTS ON AUDITORS REPORT

There are no disqualifications, reservations, adverse remarks or disclaimers in the Statutory auditors report and secretarial auditors report.

PUBLIC DEPOSITS

The Company has not accepted deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Rules framed thereunder. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with related parties which may have potential- conflict with interest of the Company at large. The particulars of such contract or arrangements entered by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are attached here within Annexure II in Form No.AOC-2.

All Related Party transactions were placed before the Audit Committee and the Board for approval.

The Policy on the Related Party Transactions as approved by the Board is uploaded on the website of the Company www.silgo.in

MATERIAL DEVELOPMENTS IN HUMAN RESOURCE / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company has undertaken a series of strategic initiatives aimed at augmenting business operations through the enhancement of organizational efficiency, strategic resource allocation, refined performance and compensation management frameworks, competency-driven professional growth trajectories, meticulous career advancement and succession planning, and overall organizational fortification. Of significant note is the prominence accorded to leadership development, which stands as a focal point within these endeavors. Additionally, a comprehensive and sustained personal development program has been embarked upon to serve as a long-term organizational strategy.

A substantial commitment of resources has been dedicated to nurturing not only leadership acumen but also administrative and functional proficiencies, ensuring the Companys preparedness to effectively address the anticipated talent requirements of the future. This concerted effort reflects the Companys proactive stance in cultivating a robust talent pipeline and fostering a culture of continuous improvement and adaptability.

The Company continues to maintain pleasant relations without any interruption in work. As on 31st March 2023 the Company has 23 employees on its roll of the company.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure-III forming part of this report.

During the financial year 2022-23, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:

A. CONSERVATION OF ENERGY

The disclosure of particulars with respect to conservation of energy pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with rule 8(3) of the companies (accounts) rules, 2014 are not applicable as our business is not specified in the Schedule. However, the company makes its best efforts to conserve energy in a more efficient and effective manner.

B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

The company has not carried out any specific research and development activities. The company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. FOREIGN EXCHANGE EARNING AND OUTGO

(Rs. in Thousands)

S.No.

Particulars 2022-23 2021-22

(a)

Foreign Exchange Earnings 104861.57 100142.39

(b)

Foreign Exchange Outogo 3366.19 1375.43

DETAILS OF POLICIES

i. Nomination and Remuneration Policy: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Companys Remuneration Policy is available on the Companys website www.silgo.in and the same is attached herewith as Annexure - IV.

ii. Risk Management Policy: Business Risk Evaluation and Management is an on-going process within the Organization. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the company has not identified any element of risk which may threaten the business (or) existence of the company.

iii. Whistle Blower Policy - Vigil Mechanism:

In compliance with the provisions of section 177(9) of the Companies Act, 2013 and Regulation 22of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015,(LODR),the Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected incidents of fraud or violation of Code of Conduct.

The Vigil Mechanism / Whistle Blower Policy may be accessed on the Companys website at www.silgo.in

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as required under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. There were no such complaints received under the policy during the year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors have designed and implemented various policies and procedures for internal financial controls to ensure orderly and efficient recording and generation of reliable financial and operational information, safeguarding of assets from unauthorised use or losses, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, timely preparation of reliable financial information and ensuring compliance with corporate policies and applicable laws. The audit committee evaluates the internal control system periodically. During the year under review, no fraud was detected by the auditors.

The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2023, based on the essential components of internal controls over financial reporting criteria established by the Company.

RISK MANAGEMENT

The Company has implemented a comprehensive framework to recognize, evaluate, supervise, and alleviate a diverse array of risks that could potentially impact its vital business objectives. Significantly identified risks, as determined by the respective business units and functions, are methodically confronted through continuous and proactive mitigative measures. Notable among these risks are those associated with fluctuations in raw material prices, financial vulnerabilities, and foreign currency exposures.

Presently, the Board acknowledges that no risks have been identified that pose an imminent threat to the Companys existence. This affirmation reflects the diligence and efficacy of the risk management mechanisms in place, underscoring the Companys commitment to maintaining a resilient and secure operational landscape.

FRAUD REPORTING

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or proceeding was made or pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is not required to constitute CSR committee and to make expenses towards CSR activities as per the requirements of Section 135 of the Companies Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is set out in this Annual Report as Annexure - V

REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance together with a certificate from M/s Mahendra Khandelwal & Co., Company Secretaries, confirming compliance thereof is given in Annexure-VI forming part of this report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provision of section 125(2) of Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

DISCLOSURES OF TRANSACTIONS OF THE LISTED ENTITY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER/PROMOTER GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING IN THE LISTED ENTITY, IN THE FORMAT PRESCRIBED IN THE RELEVANT ACCOUNTING STANDARDS FOR ANNUAL RESULTS

Mr. Nitin Jain and Mrs. Bela Agrawal holds 10% or more shares in the Company. The details of transactions with promoter/promoter group holding 10% or more shares have been disclosed in the financial statements which is part of the Annual Report.

UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

There is no unpaid or unclaimed Share Application Money and Dividend is pending to be paid to the investors and shareholders till 31.03.2023.

INSURANCE

The assets of the Company are adequately insured against fire and such other risks, as are considered necessary by the Management.

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2)(f ) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not applicable to the Company during the year under review, based on the market capitalisation.

MANDATORY UPDATE OF PAN AND BANK DETAILS AGAINST YOUR SHARE HOLDING

Pursuant to SEBI circular SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April, 2018, shareholders whose ledger folios do not have/have incomplete details with respect to PAN and Bank Account particulars are mandatorily required to furnish these details to the Issuer Company/RTA for registration in the folio. As per

the records of the Company, few Shareholders folio needs to be updated with the PAN / Complete Bank Account details so that the investments held by them are in compliance with the aforementioned circular. Such Shareholders are hence requested to submit the following documents within 21 days of receipt of this communication:

• Enclosed Form duly filled in and signed by all the shareholders.

• Self-Attested Copy of Pan Card of all the shareholders,

• Cancelled Cheque Leaf with Name (if name is not printed on cheque - self-attested copy of first page of Pass-book) of all the shareholders and

• Address Proof (self-attested copy of Aadhaar-Card of all the shareholders)

DEMATERIALIZATION OF SHARES

The trading in the Equity Shares of your Company is under compulsory dematerialization mode. As on March 31, 2023, Equity Shares representing 100% of the equity share capital are in dematerialized form. As the depository system offers numerous advantages, members are requested to take advantage of the same and avail of the facility of dematerialization of the Companys shares.

DISCLOSURE W.R.T. DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

There are no demat suspense account/unclaimed suspense account during the year under review as per SEBI (LODR) Regulations, 2015.

ACKNOWLEDGEMENT

The Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders and all its employees across the country, as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your Company.

For and on behalf of the Board of Directors

SILGO RETAIL LIMITED

NITIN JAIN ANJANA JAIN

Place: Jaipur

Managing Director Whole-time Director

Date: August 28, 2023

DIN:00935911 DIN:01874461