Somi Conveyor Beltings Ltd Directors Report

Dear Members

Your Board of Directors (“the Board”) take pleasure of presenting the 25^th Annual Report of your Company together along with the Audited Financial Statements for the financial year ended 31^st March 2025.

FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year ended March 31,2025 compared with previous Financial Year is summarized below:

FINANCIAL RESULTS	2024-25	2023-24
Total Sales	10123.77	10210.69
Profit Before Interest, Depreciation and taxation	1005.75	848.36
Interest	109.70	121.64
Depreciation	132.82	116.82
Profit Before Tax	763.23	609.90
Provision for Tax	(193.73)	(150.77)
Prior Period Tax	(18.80)
Add/(Less) Deferred Tax	(2.80)	(3.87)
Profit After Tax	548.62	455.26
Other Comprehensive Income	(0.41)	(0.21)
Total Comprehensive Income for the year	548.21	455.05

The above mentioned financial performance highlights are an abstract of the Financial Statements of your Company for the Financial Year 2024-2025. The detailed Financial Statements of your Company forms part of this Annual Report and are also uploaded on website of your Company i.e. www.somiinvestor.com.

During the financial year 2024-25, there has been slight decline in Companys revenue from operation marginally by 0.85% and it stood at Rs.10123.77 Lakhs as compared to Rs.10210.69 Lakhs in the previous financial year. However, the Net profit after Tax for the year reached at Rs.548.21 Lakhs as compared to that of Rs.455.26 Lakhs in the previous year, resulting in increase in Profits of the Company by 20.47%.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company does not have any Subsidiary Company, Associate Company or any other Joint Venture; therefore, it is not required to prepare Consolidated Financial Statements.

DIVIDEND

Considering the Company s growth, future strategy and plans, the Board of Directors consider it prudent to conserve resources and do not recommend any dividend on equity shares for the financial year 2024-25.

STATE OF THE COMPANYS AFFAIRS (MANAGEMENT DISCUSSION AND ANALYSIS)

In terms of the provisions of Regulation 34(2) of the Listing Regulations, the Management Discussion and Analysis Report of your Companys affairs for the year under review is attached and forms an integral part of this Annual Report.

TRANSFER TO RESERVE

The Board has decided to retain the entire amount of profit for FY25 in the distributable retained earnings. CREDIT RATING

CRISIL Rating Limited, has assigned following credit rating to the Company in respect of long-term Bank facilities and short-term Bank facilities availed by the Company:

Particulars	Ratings Assigned
Long Term Bank Facilities	CRISIL BBB-
Short Term Bank Facilities	CRISIL A3

ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Act, the draft annual return for Financial Year 2024-25 prepared in accordance with Section 92(3) of the Act is made available on your website of the Company and can be accessed through the following link https://www.somiinvestor.com/Annual-Return.

NUMBER OF MEETINGS OF THE BOARD

Your Companys Board of Directors met 9 (nine) times during the financial year ended March 31, 2025 in accordance with the provisions of the Act and the Rules made there under. The meetings were held on 30.05.2024, 25.06.2024, 14.08.2024, 04.09.2024, 25.10.2024, 14.11.2024, 17.12.2024, 14.02.2025, and 28.03.2025 of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act. Detailed information is given in the Corporate Governance Report.

The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations, your Company has constituted various Committees of the Board and they focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. During the year under review, all recommendations made by the various committees have been accepted by the Board.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors and other Key Managerial Personnel

During the financial year 2024-25, following changes took place in the management of the Company:

1. Mrs. Payal Daga (DIN - 07134985) was appointed as Non-Executive Non-Independent Woman Director on the Board of the Company liable to retire by rotation, in the 24th Annual General Meeting held on September 30, 2024.

2. Mrs. Rekha Bhandari (DIN - 10752471) was appointed as Non - Executive Independent Woman Director, to hold office for the first term of 5(Five) consecutive years w.e.f October 1, 2024, in the 24th Annual General Meeting held on September 30, 2024.

3. Ms. Saraswati Choudhary (DIN - 09835573) Non- Executive Independent Director of the company, had resigned from the directorship of the Company with effect from October 25, 2024.

In accordance with the provisions of Section 152 of the Act, Mrs. Payal Daga (DIN - 07134985), Non-Executive Non-Independent Woman Director of your Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. Approval of the Members is being sought at the ensuing Annual General Meeting for her re-appointment and the requisite details in this connection are contained in the Notice convening the meeting.

The Board of Directors on the recommendation of Nomination and Remuneration Committee has proposed appointment of Mr. Rajesh Garg and Mrs. Shashi Modi as Independent Directors of the Company. Approval of the Members is being sought at the ensuing Annual General Meeting for their appointment and the requisite details in this connection are contained in the Notice convening the meeting.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations, Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM, forming part of the Annual Report.

Apart from the aforesaid changes, there were no change in Directors and Key Managerial Personnel of your Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, during the financial year 2024-25, the Company imparted Familiarization Programme to Independent Directors to familiarize them about their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, review of investments of the Company, business model of the Company, Prohibition of Insider Trading Regulations, SEBI Listing Regulations, etc. The details of the familiarization programme are available on the website of the Company at www. somiinvestor. com

Further, in the opinion of the Board, all the Independent Directors fulfill the conditions specified in SEBI Listing Regulations and are independent of the management.

PERFORMANCE EVALUATION

In accordance with the Act and Regulation 4(2)(f) of the Listing Regulations, your Company has framed a Policy for Evaluation of Performance of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors .A questionnaire is formulated for evaluation of performance of the Board, its committees and individual Directors, after taking into consideration several aspects such as board composition, strategic orientation, board functioning and team dynamics.

An annual performance evaluation for the financial year 2024-25 was carried out by the Board of Directors and the Nomination and Remuneration Committee at their respective meetings. The questionnaires were circulated to the Board members and the Committee members of the Nomination and Remuneration Committee at the time of performance evaluation conducted at their respective meetings. The Directors and the Committee members then filled-up the questionnaire and rated the Board, its Committees and individual Directors and duly filled questionnaires were handed over to the Company Officer.

Performance evaluation of Independent Directors was conducted by the Board of Directors, excluding the Director being evaluated. The criteria for performance evaluation of Independent Directors laid down by the Nomination and Remuneration Committee include ethics and values, knowledge and proficiency, diligence, behavioral traits, efforts for personal development and independence in decision making.

Similarly, performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors of your Company at its separate meeting held on March 28, 2025. Your Directors also expressed their satisfaction with the evaluation process.

TRAINING OF INDEPENDENT DIRECTORS

All Independent Directors are familiarized with your Company, their roles, rights and responsibilities in your Company, nature of the industry in which your Company operates, business model, strategy, operations and functions of your Company through its Executive Directors and Senior Managerial Personnel. The details of programs for familiarization of Independent Directors of the Company are available on the website of your Company www.somiinvestor.com

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to Section 134(3)(d) of the Act, your Company confirms having received necessary declarations from all the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations declaring that they meet the criteria of independence laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. All the Independent Directors of your Company have complied with the provisions of sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 by registering themselves under data bank of Independent Director. Your Company has also formulated a Code of Conduct for Directors and Senior Management Personnel and has obtained declarations from all the Directors to the effect that they are in compliance with the Code.

MEETING OF INDEPENDENT DIRECTORS

Your Companys Independent Directors meet at least once in every financial year without the presence of the Executive Directors or Management Personnel of your Company and the Meeting is conducted formally. During the year under review, one meeting of Independent Directors was held on March 28, 2025.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability hereby confirm:

a) that in the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit or loss of the Company for the year ended on that date;

c) that they have taken proper and sufficient care 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) that they have prepared the annual accounts on a going concern basis.

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

Information regarding Directors Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 are provided in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

In accordance with Section 2(51) and Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following individuals have been designated as the Key Managerial Personnel (KMP) of the Company:

· Mr. Om Prakash Bhansali - Managing Director

· Mr. Gaurav Bhansali - Whole-time Director

· Mr. Vimal Bhansali - Whole-time Director

· Mr. Manish Bohra - Chief Financial Officer

· Mr. Amit Baxi - Company Secretary

During the financial year 2024-25, the composition of the Board and Key Managerial Personnel was in compliance with the applicable provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There was no change in the Key Managerial Personnel of the Company during the financial year under review.

During the financial year 2024-25, the constitution of the Board complies with the requirements of the Act, and the SEBI Listing Regulations. There was no change in Key Managerial Personnel of your Company during the financial year 2024-25.

AUDITORS & THEIR REPORTS STATUTORY AUDITORS & THEIR REPORT

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s Singhvi & Mehta, Chartered Accountants (Firm Registration Number 002464W), were re-appointed as the Statutory Auditors of your Company, for the second term of five years till the conclusion of 27th Annual General Meeting (AGM) of your Company to be held in the year 2027.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

M/s. Singhvi & Mehta, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2024-25, which forms part of the Annual Report 2024-25. The Notes to the financial statements referred in the Auditors Report are self-explanatory. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

The Auditors Report does not contain any qualification(s), reservation(s) or adverse remark(s).

INTERNAL AUDITORS

The Board based on the recommendations of the Audit Committee has re-appointed an independent audit firm M/s. B P Bang and Company, Chartered Accountants as Internal Auditors of the Company to carry out the internal audit functioning for FY 2026. M/s. B P Bang and Company, Chartered Accountants have confirmed that they are free from any disqualifications and also their independence and arms length relationship with the Company.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Act and rules framed thereunder and based on the recommendation of Audit Committee, the Board of Directors, at its meeting dated May 30, 2024, had appointed FCS Ira Baxi (FCS: 5456; CP: 4712), Practicing Company Secretary, Jodhpur as the Secretarial Auditors of the Company for the financial year 2024-25. The Company provided all the assistance and the facilities to the Secretarial Auditors for conducting the secretarial audit and has obtained Secretarial Audit Report for the Financial Year 2024-25 in the prescribed Form MR-3 which forms part of the Annual Report and is appended as “Annexure - I” to this Report.

There are no qualifications, reservation or adverse remark or disclaimer made by the Secretarial auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

In addition to the above Secretarial Audit and pursuant to the requirements of Regulation 24A of the Listing Regulations FCS Ira Baxi, Practicing Company Secretary, have also issued to your Company, Annual Secretarial Compliance Report for the financial year 2024-25 confirming compliance of all laws, SEBI Regulations and circulars/ guidelines issued thereunder, applicable to your Company. The Annual Secretarial Compliance Report dated May 21,2025 issued by M/s. FCS Ira Baxi, Practicing Company Secretary has been submitted to the stock exchanges within 60 days from the financial year ended March 31,2025.

Further, pursuant to provisions of amended Regulation 24A of SEBI LODR Regulations, based on recommendation of Audit Committee, the Board of Directors, post evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., and subject to approval of Members of the Company at ensuing AGM, had approved appointment of M/s Saharia & Associates (Firm Registration No. S2021RJ802000), Peer Reviewed Practicing Company Secretaries Firm, as Secretarial Auditors of the Company for a term of 5 (five) consecutive years, commencing from April 1, 2025 till March 31,2030.

COST AUDIT RECORDS AND COST AUDITORS

During the year under review, in accordance with Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central Government.

In terms of Section 148 of the Act, Board of Directors of the Company has appointed M/s. Anchal Jain & Co., (FRN: 103706) Cost Accountants, as Cost Auditors of your Company to conduct cost audit for the FY 2025-26 for auditing the Cost Records relating to the Rubber and allied products.

A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY25 is provided in the Notice of the ensuing AGM.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

CHANGE OF NAME OF THE REGISTRAR AND SHARE TRANSFER AGENT

The Company has been informed by the Registrar and Share Transfer Agent that consequent to the acquisition of Link Group by Mitsubishi UFJ Trust and Banking Corporation by way of Scheme of Arrangement, the name of the Registrar and Share Transfer Agent of the Company changed from Link Intime India Private Limited to MUFG Intime India Private Limited with effect from December 31, 2024.

SHARE CAPITAL

During the year under review the issued, subscribed and paid-up Equity Share Capital of the Company was 11,779,656 equity shares of Rs.10/- each. There was no change in the capital structure of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions.

Pursuant to Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2 is appended as “Annexure - II” to this Report.

During the year under Review, your Company had entered into contract(s)/arrangement(s)/transaction(s) with related parties which were in ordinary course of business and on arms length basis and none of which could be considered as material in accordance with the policy of your Company on materiality of related party transactions. Further, none of the contract(s)/ arrangement(s)/transaction(s) with related parties required approval of members as the same were within the limits prescribed under Section 188(1) of the Act and the Rules framed thereunder read with the provisions of Regulation 23(4) of the Listing Regulations.

Suitable disclosures as required by the Indian Accounting Standards have been made in the notes to the financial statements. The policy on related party transactions as approved by the Board is uploaded on the Companys website www.somiinvestor.com.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Pursuant to Schedule V (A)(2A) of SEBI (LODR)Regulations, 2015, details of transactions that took place during the year with Related Parties are listed below:

Details of transactions with Related Parties for the period 01.04.2024 to 31.03.2025

Particulars	Nature of Relationship	Name of Related Party	31.03.2025
Sale of Goods	WHERE RKMP HAS INFLUENCE	Oliver Rubber Ind. LLP.	203
Purchase	WHERE RKMP HAS INFLUENCE	Oliver Rubber Ind. LLP.	1.36
		Earth Movers Enterprises	0.63
Managerial Remuneration	KMP	Om Prakash Bhansali	35.40
		Vimal Bhansali	28.80
		Gaurav Bhansali	28.80
		Manish Bohra	19.07
		Amit Baxi	5.21
Salary	RKMP	Anita Bohra	6.62
		Dhananjay Bhansali	3.26
		Priyansh Bhansali	0.66
Interest Paid	KMP	Vimal Bhansali	0.038
Loan Paid	KMP	Vimal Bhansali	124.36
		Manish Bohra	18.30
Rent Paid	KMP	Om Prakash Bhansali	1.10

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

CYBER SECURITY

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

RISK MANAGEMENT

The Company acknowledges that risk is an inherent aspect of business and is committed to managing it proactively and effectively. Our success depends on the ability to identify and capitalize on opportunities while mitigating potential risks. We follow a structured process to continuously assess both internal and external risks and to minimize their impact. Risk mitigation measures are integrated into our strategic and operational plans. The objective of our Risk Management process is to foster value creation in an uncertain environment, uphold strong governance, proactively address stakeholder expectations, and enhance organizational resilience for sustainable growth.

The Company has adopted enterprise-wide Risk Management Framework to enable a well-defined and institutionalized approach towards risk management and lay down broad guidelines for timely identification, assessment, mitigation, monitoring and governance of key strategic risks so as to ensure that the risk is adequately addressed or mitigated through a robust management action plan.

The Company regularly reviews and enhances the adequacy and effectiveness of its risk management systems in response to the rapidly changing business environment and increasing complexities, aiming to keep risks within the defined risk appetite.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company is committed to the highest standards of ethical, moral, legal, and compliance practices in all its business operations. To ensure that its activities are conducted with fairness, transparency, responsibility, professionalism, honesty, and integrity, the Company has implemented a Whistle Blower Policy in accordance with Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (LODR) Regulations. This policy enables directors and employees to report genuine concerns and addresses instances of fraud or mismanagement, if any.

The policy includes safeguards to protect directors, employees, or any individual using the mechanism from victimization, and allows direct access to the Chairperson of the Audit Committee in appropriate or exceptional circumstances. The Company actively promotes ethical conduct across all business activities, aligning with global best governance practices and maintaining high standards of corporate governance and stakeholder accountability.

Through this Vigil Mechanism, the Company addresses cases of unethical behavior, suspected or actual fraud, or violations of its Code of Conduct or Ethics Policy.

The details of complaints received / disposed / pending during the year ended March 31,2025, are as under:

Particulars	Details
No. of Complaints received during the year	NIL
No. of Complaints disposed off during the year	NIL
No. of cases pending as on March 31,2025	NIL

Full details of the policy are provided in the Corporate Governance Report and are available on the Companys website.

DISCLOSURE ON CONFIRMATION WITH THE SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 and that such systems are adequate and operating effectively.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (“IBC”)

During the year under review, no application was made under IBC by or against your Company and no proceeding is pending under IBC.

DISCLOSURE ON ONE TIME SETTLEMENT

During the year under review, the Company has not entered into any onetime settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the Company.

PREVENTION 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 of Fair Disclosure, Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders" has been adopted and has been disclosed on the website of the Company at www.somiinvestor.com.

All the Directors and the designated employees have confirmed compliance with the Code.

INTERNAL FINANCIAL CONTROL

The Board of Directors is responsible for establishing and overseeing the Companys internal financial controls. Robust mechanisms are in place to ensure operational efficiency, regulatory compliance, and adherence to all applicable laws. The Board periodically reviews the adequacy and effectiveness of these controls. The Companys policies, procedures, control structures, and management systems are aligned with the requirements of Internal Financial Controls under the Companies Act, 2013, and are implemented at both entity and process levels to ensure compliance, accuracy in financial reporting, and integrity of operational data.

The Company maintains a robust control environment supported by well-defined corporate policies, processes, and standard operating procedures, along with an institutionalized compliance framework. This framework ensures the orderly and ethical conduct of business, safeguards the Companys assets, optimizes the use of resources, and enables the timely and accurate recording of all corporate transactions. These measures facilitate the efficient conduct of operations in full compliance with Company policies. Standard operating procedures and policies are established for each functional area, and their effectiveness is periodically reviewed and tested.

The Internal Auditor conducts ongoing assessments to evaluate the adequacy and effectiveness of internal controls and processes.

TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND Transfer of Equity Shares:

Pursuant to the provisions of Section 124(6) of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all the equity shares of any Company in respect of which dividend amounts have not been paid or claimed by the shareholders for seven consecutive years or more are required to be transferred to demat account of the Investor Education and Protection Fund Authority (IEPF Account).

Accordingly, the Company had sent individual notice to the members in respect of which dividend amounts have not been paid or claimed by the shareholders for seven consecutive years or more i.e. for the 2017-18 and has also published the notice in the leading English and Hindi newspapers. The details of the members are available on website of your Company i.e. www.somiinvestor.com.

Transfer of Unpaid/Unclaimed Dividend:

Further, pursuant to the provisions of Section 124(5) of the Act, the dividend which remained unclaimed/ unpaid for a period of seven years from the date of transfer to unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Your Company has uploaded the details of unclaimed/ unpaid dividend for the financial year 2017-18 on its website i.e. www.somiinvestor.com and on website of the Ministry of Corporate Affairs i.e. www.mca.gov.in and the same gets revised/updated from time to time pursuant to the provisions of IEPF (Uploading of Information Regarding Unpaid and Unclaimed Amount Lying with Companies) Rules, 2012.

Further, the unpaid final dividend amount pertaining to the financial year 2017-18 will be transferred to IEPF during the Financial Year 2025-26.

CORPORATE SOCIAL RESPONSIBILITY

In pursuance of the Corporate Social Responsibility Policy and in line with the requirement of the Act, every company must spend 2% of the average net profits of the Company for the preceding three years towards the Corporate Social Responsibility activities as stated in the Act. Based on the computation as per Section 135 of the Act, the Company contributed Rs. 9.00 lakhs towards Corporate Social Responsibility activities for the year ended March 31,2025.

A detailed update on the Corporate Social Responsibility initiatives of the Company is provided in the Annual Report as Report on Corporate Social Responsibility, which forms part of this Report. The Corporate Social Responsibility policy is available on the Companys website at https://www.somiinvestor.com/policies.

The Annual Report on the CSR activities in the format prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure-lll to this Report.

CORPORATE GOVERNANCE

The Companys governance framework is founded on the principles of openness, integrity, professionalism, and accountability. These principles guide the transparent and effective execution of strategy, ensuring the creation of sustainable, long-term value for all stakeholders, including shareholders, business partners, and employees.

The Board of Directors is firmly committed to upholding strong standards of Corporate Governance. Beyond complying with statutory requirements, the Board strives to set benchmarks that surpass regulatory expectations. Its responsibilities encompass shaping corporate strategy, approving material acquisitions and divestments, overseeing major capital expenditures, determining the capital structure and financing decisions, and ensuring the adequacy of policies, procedures, and internal controls. The Board also plays a vital role in fostering a positive organizational culture and promoting the highest standards of ethical conduct.

The Company remains dedicated to continuous enhancement of its governance practices. By adhering to globally recognized best practices, it not only safeguards the rights of all shareholders·including minority shareholders· but also reinforces trust through the timely and accurate disclosure of performance, management, and governance information.

In accordance with the provisions of per Regulation 34 read with Schedule V(c) of the SEBI Listing Regulations, as amended from time to time, the Corporate Governance Report is included and forms part of the Annual Report along with the requisite Certificate regarding compliance of the conditions of Corporate Governance as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, issued by Mrs. Ira Baxi, Practicing Company Secretary, certifying compliance with the conditions of corporate governance. It also includes

a certificate from the Managing Director and Chief Financial Officer of the Company about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The matters pertaining to industry structure and developments, opportunities and threats, segment-wise/team- wise performance, outlook, risks and concerns, internal control systems and adequacy, discussion on financial and operational performance are detailed in the Report. The Management Discussion and Analysis report for the year under review and as stipulated under Schedule V and Regulation 34(2)(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented in a separate section, forming part of the Annual Report.

SHARE REGISTRY ACTIVITIES

All work related to share registry is handled by MUFG Intime India Private Limited, a Registrar and Share Transfer Agent registered with SEBI.

LISTING WITH STOCK EXCHANGE

Equity shares of your company continue to remain listed with National Stock Exchange of India Limited and BSE Limited. There are no arrears in payment of listing fees and the stipulated listing fee for financial year 2024-25 has been paid.

DEMATERIALIZATION OF SHARES

The shares of your company are traded in dematerialized form either with the National Securities Depository Limited (NSDL) or the Central Depository Services (India) Limited (CDSL).

INSURANCE

Assets of your Company remain adequately insured against various perils.

HEALTH, SAFETY AND ENVIRONMENT

Ensuring the safety and well-being of our employees is of paramount importance. We dedicate significant efforts to uphold high standards of Health, Safety, and Environment (HSE) in the workplace, recognizing that any lapses in these areas could have serious consequences.

As a firm commitment to Health, Safety and Environment (HSE), we maintain strict adherence to health and safety protocols across all our plants and office locations. We regularly conduct health and safety training for employees and workers, supplemented by periodic audits and surprise checks to ensure full compliance with all protocols.

The goal of Hazard identification is to find and record all possible hazards that may be present at workplace and ensuring mitigation or bringing the risk to as low as reasonably possible or acceptable for all routine processes. For non-routine processes, we have Permit to Work system which ensures that adequate measures are taken before initiating any non-routine activity tasks.

While an accident may cause damage to reputation and incite potential legal actions by local authority, practicing / delivering best in class HSE performance has created positive differences to all direct and indirect stakeholders of the company. It has enhanced the brand value significantly as well.

In pursuance to HSE Policy your Companys management has devoted all their efforts to protect and maintain safety environment in the Company. The Company has taken all possible measures to segregate hazardous and

non-hazardous substances. Health, Safety and Environment involves proactive approach to create safe working environment, continuous safety education and training, periodic review of programs and evaluation of incidents.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM FINANCIAL YEAR END AND TILL THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is as follows:-

(a) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Non-Executive Directors	Ratio to Median Remuneration
Mr. Mahendra Rakhecha	NIL
Mr. Yogesh Maheshwari	NIL
Mr. Santosh Kumar Joshi	NIL
Mrs. Payal Daga	NIL
Mrs. Saraswati Choudhary	NIL
Mrs. Rekha Bhandari	NIL
Executive Directors
Mr. Om Prakash Bhansali	9.54:1
Mr. Vimal Bhansali	7.76:1
Mr. Gaurav Bhansali	7.76:1

(b) the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year;

Name of Person	% Increase in remuneration
Mr. Mahendra Rakhecha	NIL
Mr. Yogesh Maheshwari	NIL
Mr. Santosh Kumar Joshi	NIL
Mrs. Payal Daga	NIL
Mrs. Saraswati Choudhary	NIL
Mrs. Rekha Bhandari	NIL
Mr. Om Prakash Bhansali, MD & CEO	NIL
Mr. Vimal Bhansali	NIL
Mr. Gaurav Bhansali	NIL
Mr. Manish Bohra, Chief Financial Officer	6%
Mr. Amit Baxi, Company Secretary	4.20%

(c) the percentage increase in the median remuneration of employees in the financial year: 2.82%

(d) the number of permanent employees on the rolls of company:109

(e) the explanation on the relationship between average increase in remuneration and company performance:

There is no direct relation between the average remuneration of the employees vis-a-vis Company Performance

(f) comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

Particulars	Rs.(in lakhs)
Remuneration of Key Managerial Personnel (KMP) during financial year 2024-25 (aggregated)	117.28
Revenue from operations	10123.77
Remuneration (as % of revenue)	1.16%
Profit before tax (PBT)	763.23
Remuneration (as % of PBT)	15.37%

(g) variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Particulars	Unit	As at 31st Mar 25	As at 31st Mar 24	Variation
Closing rate of share at BSE	Rs.	178.40	132.75	45.65
Closing rate of share at NSE	Rs.	177.77	133.10	44.67
EPS (Consolidated)	Rs.	4.66	3.86	0.80
Market Capitalization (BSE)	Rs.(in lakhs)	21014.90	15637.49	5377.41
Market Capitalization (NSE)	Rs.(in lakhs)	20940.69	15678.72	5261.97
Price Earning Ratio (BSE)	Ratio	38.28	34.39	3.89
Price Earning Ratio (NSE)	Ratio	38.15	34.48	3.67

(h) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentile increases in the salaries of Employees other than the managerial personal is 5.04% which is slightly lower than the percentile increase in the remuneration of managerial personals.

(i) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company

Particulars	Om Prakash Bhansali Managing Director	Vimal Bhansali Whole-Time Director	Gaurav Bhansali Whole-Time Director	Chief Financial Officer	Company Secretary
	Rs.(in lakhs)	Rs.(in lakhs)	Rs.(in lakhs)	Rs.(in lakhs)	Rs.(in lakhs)
Remuneration	35.40	28.80	28.80	19.08	5.21
Revenue	10123.77	10123.77	10123.77	10123.77	10123.77
Remuneration (as % of revenue)	0.35%	0.28%	0.28%	0.19%	0.05%
Profits before tax (PBT)	763.23	763.23	763.23	763.23	763.23
Remuneration (as % of PBT)	4.64%	3.77%	3.77%	2.50%	0.68%

(j) the key parameters for any variable component of remuneration availed by the directors:

No variable remuneration is provided to the executive directors.

(k) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NIL

(l) affirmation that the remuneration is as per the remuneration policy of the Company

The Companys remuneration policy is driven by the success and performance of the individual employees of the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals is measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company expects all its employees to act in accordance with the highest professional and ethical standards upholding the principles of integrity and compliance at all times. In this regard, expectations around compliance are communicated to the employees through multiple channels. The Company as an equal opportunity employer seeks to ensure that the workplace is free of any kind of harassment or inappropriate behaviour. Comprehensive policies and procedures have been laid down, to create an environment where there is respect and dignity in every engagement. The Company has adopted zero tolerance for sexual harassment at the workplace. This is imbibed in the Companys culture.

As an endeavour to educate and empower employees and others within the organisation regarding POSH, virtual and classroom awareness sessions were conducted throughout the year. Additionally, an e-learning module is also in place for easy learning.

The Company has formulated a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules thereunder. The required awareness is created by communicating the essence of the policy to all employees at regular intervals through assimilation and awareness programs.

The Company has constituted an Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee is headed by an Independent person.

The following are the summary of the complaints received and disposed off during FY 2024-25:

Particulars	Details
No of Complaints of sexual harassment received in the year	NIL
No of Complaints disposed off during the year	Not Applicable
No of cases pending for more than ninety days	Not Applicable

MATERNITY BENEFITS

We support women employees through their motherhood phase by providing maternity leave as outlined in the Maternity Benefit Act. We have wellness framework to support through reserved parking places for expecting mothers, health awareness session, medical insurance cover, creche facility and flexible work arrangements including remote options. These provisions helps them manage both personal and professional responsibilities with greater ease.

FY 2024-25	Maternity Leave
No. of Employees Entitled to Parental Leave	NIL
No. of Employees that Took Parental Leave	NIL
No. of Employees Who Returned to Work after the Leave	NIL
No. of Employees Still Employed 12 Months After	NIL
Returning
Return to Work Rate (%)	NIL
Retention Rate (%)	NIL
No. of Employees Who Took Parental Leave in FY 2024-25	NIL

RESEARCH AND DEVELOPMENT

Research and development are continual operations that play a vital role in supplying inputs for creating new products, coming up with energy-saving solutions, improving production processes, and improving product quality.

The Company is actively engaged in tapping these fast-emerging opportunities supported by investments in manufacturing infrastructure, registrations, research and development to expand the addressable market with wider active ingredient portfolio and enhanced customer base.

The Company is into regular advancement of their machineries, and currently planning for increasing its production capacity for which order for few machineries have also been placed.

Research and Development team constantly focus on producing innovative products that cater to evolving industry needs.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are as follows:

(A) CONSERVATION OF ENERGY

a. Energy Conservation Measures taken

Continuous and substantial efforts were made to ensure optimum consumption of fuel and electricity at all the plants of the company. These efforts resulted in general improvement in the energy consumption of the business.

b. Capital Investment on energy conservation equipments NIL

FORM A

I. Disclosure of Particulars with respect to Conservation of Energy

Power & Fuel Consumption	Unit of Measurement	Current Year (2024-25)	Previous Year (2023-2024)
1. Electricity	KWH/MWH
a) Purchased
Unit		27,31,068.00	24,66,992.00
Total Amount		2,61,13,927.00	2,38,05,203.00
Rate/ Unit		9.56	9.65
b) Own Generation	NIL	NIL	NIL
2. Coal	NIL	NIL	NIL
3. Furnace oil	NIL	NIL	NIL
4. Others / internal generation	NIL	NIL	NIL

II. Consumption per unit of Production - unit (KMH/MT)

Product	Standard Budget Norms (2024-25) (Rs)	Current Year (2024-25) (Rs)	Previous Year (2023-24) (Rs)
Conveyor Belt	125.00	125.75	125.10

(B) TECHNOLOGY ABSORPTION

FORM B

Disclosure of Particulars with respect to Technology Absorption

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Your company continues to upgrade its technology to ensure that it remains a frontrunner in its field of operations. FOREIGN EXCHANGE EARNINGS AND OUTGO

FOREIGN EXCHANGE	2024-25	2023-24
Foreign Exchange Earnings	27.10	-
Foreign Exchange Outgo	14.11	310.70

ACKNOWLEDGEMENT

Your Directors express their deep gratitude for the invaluable guidance, support, and assistance extended by the Government of India, the State Governments, various regulatory authorities, financial institutions, and banks. The Board also conveys its heartfelt thanks to all esteemed shareholders, customers, suppliers, and business partners for the trust, confidence, and continued association with your Company.

The Directors place on record their sincere appreciation of the unwavering commitment, hard work, and contribution of employees at all levels, which have been instrumental in driving the growth and success of the Company.

It remains the constant endeavor of your Company to foster and strengthen enduring partnerships with all stakeholders, founded on mutual respect, shared benefits, and cooperation, while safeguarding consumer interests. The Board looks forward to the continued support and goodwill of all stakeholders in the years ahead.

	FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF SOMI CONVEYOR BELTINGS LIMITED
	SD/-	SD/-
	O P BHANSALI	VIMAL BHANSALI
Place: Jodhpur	(Managing Director)	(Whole time Director)
DATE: 4™September, 2025	DIN:00351846	DIN: 00351851