Your Directors are pleased to present the 39^th Annual Report on the business and operations of the
Company along with the Audited Annual Financial Statements for the financial year ended on 31^st March
2024.

(Amount in Rs.)

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

The Board of Directors is making all efforts for the better opportunities of the company. Further, during
the year 2023-24, the revenue of the company from operations is Rs. 1145521/- as compare to last year

i.e., Rs. 16,38,850.00/-. Expenditure for the year has been decreased to Rs. 1020988/- as compared to
last year which was Rs. 15,22,874.00/-/.

PERFORMANCE REVIEW:

The Company has earned profit during the financial year ended 31^st March, 2024.

STATE OF AFFAIRS / HIGHLIGHTS

The Company is an NBFC Company and engaged in NBFC activities. The Board of Directors and the
Management of the Company are working on various strategies to scale up the operations of the
Company. During the year under review, there was no change in nature of business of the Company.

DIVIDEND

During the year under review, the Directors of the Company do not recommend any dividend for the
financial year ended March 31,2024.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crore only) divided
into 3,00,00,000 (Three Crore) Equity Shares of face value of Rs. 10/- each.

The Issued, Subscribed and Paid-up Capital of the Company is Rs. 2,96,23,000/- (Rupees Two Crore
Ninety Six Lakh Twenty Three Thousand only) divided into 29,62,300 (Twenty Nine Lakh Sixty Two
Thousand Three Hundred) Equity Shares of face value of Rs. 10/- each.

There has been no change in the Share Capital of the Company during the financial year under review.
PUBLIC DEPOSITS

During the year under review, the Company has not invited or accepted any deposits within the meaning
of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014
(including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as the Company has not
declared any dividend during the preceding years.

CHANGES IN NATURE OF BUSINESS. IF ANY

There was no change in the nature of business during the financial year 2023-24.

RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India
(RBI) from time to time. The Board periodically reviews the policies and approves amendments as and
when necessary.

TRANSFER TO GENERAL RESERVE

As required under Section 45-IC of the Reserve Bank of India Act, 1934, 20% of the net profits are
required to be transferred to a Special Reserve Account.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS,
EMPLOYEE STOCK OPTIONS & SWEAT EQUITY SHARES.

The Company has not issued any equity shares with differential voting rights or employee stock options
or sweat equity shares.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return is available on the website of the Company on the following link:

http://sidhgroup.in/wp-content/uploads/2024/07/MGTQ-31032024-156.xlsx

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) THE COMPOSITION OF BOARD OF DIRECTORS AS ON MARCH 31, 2024 IS AS

FOLLOWS:

All the Directors are having vast knowledge and experience in their relevant fields and the Company
had benefitted immensely by their presence in the Board.

(B) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, following changes has been taken place in the directorship:

(C) RETIRE BY ROTATION

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Harvinder Singh (DIN:
00671894), is liable to retires by rotation at the forthcoming Annual General Meeting of the Company
and on being eligible offers himself for re-appointment as Director of the Company.

A brief resume of the Director, the nature of expertise in specific functional areas and names of
Companies in which they hold Directorship and/or Membership/Chairmanship of Committees of the
Board, as stipulated under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms part of the Notice calling the Annual General Meeting of the Company.

(E) DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted their declaration of independence as
required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board is of the opinion that the Independent Directors fulfill the conditions specified in these
Regulations and are independent of the management. There has been no change in the circumstances
affecting their status as Independent Directors of the Company. Further, the Independent Directors of
the Company possess requisite qualifications, experience and expertise in the field of finance and
financial services and they hold the highest standards of integrity.

(F) BOARD MEETINGS

The Board of Directors of the Company met Ten (10) times during the financial year under review. The
necessary quorum was present for all the Board Meetings. The maximum time gap between any of two
consecutive meetings did not exceed one hundred and twenty days.

The notice and detailed agenda and other material information are sent in advance to enable the Board
to discharge its responsibilities effectively and take informed decisions.

During the year under review, Ms. Naina Gupta has been resigned from the post of Company
Secretary and Compliance Officer w.e.f. 02.01.2024 and Mr. Amit Kumar has been appointed as
Company Secretary and Compliance officer of the Company w.e.f. 16.02.2024.

(G) BOARD COMMITTEES

With a view to have a more focused attention on business and for better governance and accountability,
the Board has constituted various committees. The Board Committees meet at regular intervals and
took necessary steps to perform the duties entrusted by the Board. The terms of reference of these
Committees are determined by the Board and their relevance reviewed from time to time.

Currently, the Board has following committees:

• Audit Committee;

• Nomination & Remuneration Committee;

• Stakeholder Relationship Committee;

I. AUDIT COMMITTEE

The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies
Act, 2013 and the provisions of Regulation 18 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulation”). The Committee
comprises of members who possess financial and accounting expertise/exposure.

(i) COMPOSITION

The Committee’s composition is in compliance with provisions of Section 177 of the Companies Act,
2013 and Regulation 18 of the Listing Regulations.

The composition of the Audit Committee as on March 31,2024, is as under:

There has been following changes in the constitution of the Audit Committee during the year under review.

(ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Audit Committee met four times during the Financial Year 2023-24 on 31.05.2023, 14.08.2023,
16.11.2023 and 14.02.2024. The necessary quorum were present for all Meetings. The details of
attendance of the members of the Committee at the said meetings are as below:

It can be seen from the above details that the frequency of the Committee Meetings was more than the
minimum limit prescribed under applicable regulatory requirements.

II. NOMINATION & REMUNERATION COMMITTEE (N&R COMMITTEE)

The Nomination and Remuneration Committee is constituted in accordance with the provisions of
Section 178 of the Companies Act, 2013 and the provisions of Regulation 19 of the Listing Regulation.

(i) COMPOSITION

The Committee’s composition is in compliance with provisions of Section 178 of the Companies Act,
2013 and Regulation 19 of the Listing Regulations.

The composition of the Nomination & Remuneration Committee as on March 31,2024, is as under:

There has been following changes in the constitution of the Nomination & Remuneration Committee
during theyear under review.

The Nomination & Remuneration Committee met Four times during the Financial Year 2023-24 on
02.01.2024, 08.02.2024, 16.02.2024 and 11.03.2024. The necessary quorum was present for all
Meetings. The details of attendance of the members of the Committee at the said meetings are as below:

III. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Section
178 of the Companies Act, 2013 and the provisions of Regulation 20 of the Listing Regulation.

(i) COMPOSITION

The Committee’s composition is in compliance with provisions of Section 178 of the Companies Act,
2013 and Regulation 19 of the Listing Regulations.

The composition of the Stakeholder Relationship Committee as on March 31,2024, is as under::

There has been change in the constitution of the Stakeholder Relationship Committee during the year
under review.

ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Stakeholder Relationship Committee met four times during the Financial Year 2023-24 on
22.04.2023, 26.08.2023, 14.02.2024 and 11.03.2024. The necessary quorum was present for all
Meetings. The details of attendance of the members of the Committee at the said meetings are as
below:

During the year under review, one Independent Directors meeting was held on 11.03.2024. Mr. Niraj
Nabh Kumar (Chairman), Ms. Saloni Mehra and Mr. Sandip Ghosh were present in the meeting.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

As per the provisions of Section 186 of the Companies Act, 2013, details regarding Loans, Guarantees
and Investments are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTION

Your Company has formulated the policy on materiality of related party transactions and dealing with
related party transactions. All contracts/arrangements/transactions entered by the Company during the
financial year under review with related parties were in the ordinary course of business and on arm's
length basis.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes which have occurred between the end of financial year till the
date of this report, affecting the financial position of the Company. However, M/s Goel Mintri &
Associates, Chartered Accountants, (FRN 013211N) has been resigned w.e.f. 16 August 2024 and in
place of him M/s. Sumit Ranka & Associates, Chartered Accountants (FRN: 147837W) has filled the
casual vacancy raised due to resignation of previous auditor. The Board of Directors of the Company
has proposed the appointment of M/s. Sumit Ranka & Associates, Chartered Accountants (FRN:
147837W) as Statutory Auditors of the Company for next 5 FY from this Annual General Meeting.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AS PER
SECTION 134 (3) (m) OF THE COMPANIES ACT. 2013

Conservation of Energy: Since the Company is not engaged in any manufacturing activity, issues
relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Technology absorption: The Company has not imported any technology. Hence, the particulars with
respect to efforts made towards technology absorption and benefits derived etc. are not applicable to
the Company.

Export Activities: There was no export activity in the Company during the year under review. The
Company is not planning any export in the near future as well.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during
the year under review.

POLICIES OF THE COMPANY

Your Company has posted the following documents on its website:

1. Code of Conduct and Ethics

2. Vigil’s Mechanism Policy

3. Risk Management Policy

4. Policy on criteria for determining Materiality of events or information.

5. Preservation of Documents & Archival Policy.

6. Familiarization programme for Independent Director.

7. Policy on Board Diversity

8. Related Party Transaction Policy.

9. Code of practices & procedures for fair disclosure of price sensitive information
VIGIL MECHANISM POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations, your
Company has established a mechanism called ‘Vigil Mechanism (Whistle Blower Policy) for Directors,
employees and Stakeholders of the Company to report to the appropriate authorities about unethical
behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy and
provides safeguards against victimization of employees who avail the mechanism.

The Whistle Blower can directly approach the Chairperson of the Audit Committee of the Company and
make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct in exceptional circumstances.

RISK MANAGEMENT

The Company has a robust Risk Management framework to identify, measure and mitigate business
risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the
business objective and enhance the Company’s competitive advantage. This risk framework thus helps
in managing market, credit and operations risks and quantifies exposure and potential impact at a
Company level.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board, on recommendation of the Nomination and Remuneration Committee, has framed a policy
on Directors’ appointment and remuneration. The policy, inter alia, provides (a) the criteria for
determining qualifications, positive attributes and independence of directors and (b) policy on
remuneration of directors, key managerial personnel and other employees. The policy is directed
towards a compensation philosophy and structure that will reward and retain talent and provides for a
balance between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

INTERNAL CONTROL SYSTEM

The Company has an internal control system commensurate with the scale, size and the operation of
the organization. It evaluates the adequacy of all internal controls and processes, and ensures strict
adherence to clearly laid down processes and procedures as well as to the prescribed regulatory and
legal framework.

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013 and pursuant to Securities
and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations. 2015 M/s

Goel Mintri & Associates, Chartered Accountants, (FRN 013211N) was appointed for a term of five
years from 37^th Annual General Meeting until the conclusion of the 42^nd Annual General Meeting of the
Company on such terms and remuneration as may be mutually agreed upon between the said Auditor
and Board of Directors of the Company. However, M/sGoel Mintri & Associates, Chartered Accountants,
(FRN 013211N) has been resigned w.e.f. 16 August 2024 and in place of him M/s. Sumit Ranka &
Associates, Chartered Accountants (FRN: 147837W) has filled the casual vacancy raised due to
resignation of previous auditor.

The Board of Directors of the Company has proposed the appointment of M/s. Sumit Ranka &
Associates, Chartered Accountants (FRN: 147837W) as Statutory Auditors of the Company for next 5
FY from this Annual General Meeting.

ANNUAL EVALUATION

In terms of the provisions of the Act read with Rules issued thereunder and Listing Regulations, the
Board of Directors in consultation with Nomination and Remuneration Committee, has formulated a
framework containing, inter alia, the criteria for performance evaluation of the entire Board of the
Company, its committees and individual directors, for the Financial Year 2024. The Board Evaluation
process was carried out to ensure that the Board and various Committees of the Board have appropriate
composition and they have been functioning collectively to achieve the business goals of the Company.
Directors were evaluated on their contribution at Board/ Committee meetings and guidance & support
to the management outside Board/Committee meetings and other parameters as specified by the
Nomination and Remuneration Committee of the Company. The Directors were satisfied with the
evaluation results, which reflected the overall engagement of the Board and its Committees.

AUDITORS’ REPORT

Report of the Statutory Auditors’ on Annual Financial Statements along with schedules and notes to
accounts thereto, for the year ended on 31^st March, 2024 is self-explanatory and contains no adverse
remark and do not call for any comments.

EXPLANATION TO AUDITOR’S REMARKS

The comments on the Auditor’s Report are self-explanatory, thus, no explanation is required to be given.
INTERNAL FINANCIAL CONTROL

Your Company has put in place adequate internal financial controls with reference to the financial
statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards
prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section
133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting
principles in India.

Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.
CORPORATE GOVERNANCE

In terms of the provisions of Clause (a) of Sub-Regulation (2) of Regulation 15 of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended (“SEBI LODR Regulations”), compliance with the corporate governance provisions as
specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub¬
regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of the
listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not—

exceeding rupees twenty five crore, as on the last day of the previous financial year.

Since the Paid up Equity Share Capital of the Company was below Rs. 10 Crore as at March 31, 2024
(being the last day of the previous financial year) and the Net worth of the Company was below Rs. 25
Crores as at March 31, 2024 (being the last day of the previous financial year), the provisions of
Corporate Governance as stipulated under SEBI LODR Regulations are not applicable to the Company.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder,
Ms. Teena Rani, Sole Proprietor of MSTR & Associates, Company Secretaries Firm in Practice was
appointed to conduct the secretarial audit for the financial year 2023-24. The Secretarial Audit Report
in MR-3, submitted by the Secretarial Auditor for the FY 2023-24 is annexed to Directors’ Report as
Annexure A.

BOARD’S RESPONSES TO OBSERVATIONS/QUALIFICATIONS IN SECRETARIAL AUDIT
REPORT

The Secretarial Auditors have submitted their report in form No. MR-3 and qualified their
opinion/observations in respect of the Secretarial Audit conducted for the financial year 2023-24 and
the Board’s responses are given w.r.t. qualification/ observation as follows:

The Company has overcome with the previous year’s discrepancies w.r.t the Compliances. However,
the management ensures to do all the compliance in future.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS-1) relating to the meetings of the Board
of Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute
of Company Secretarial of India and approved by the Central Government.

PARTICULARS OF EMPLOYEES

(A) . The ratio of the remuneration of each director to the median employee’s remuneration and other
details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, are forming part of
this report and is annexed as “Annexure - B” to this Report.

(B) . The statement containing particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136
of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company.
Copies of this statement may be obtained by the members by writing to the Company Secretary.

(C) There are no employees employed throughout the financial year in receipt of remuneration of one
crore and two lakh rupees or more or employed for part of the year in receipt of eight lakh and fifty
thousand rupees per month or more, to be reported under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

(D) There are no employees employed throughout the financial year or part thereof, was in receipt of
remuneration in that year which, in the aggregate, is in excess of that drawn by the managing director
and holds by himself or along with his spouse and dependent children, not less than two percent of the
equity shares of the company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

Your Company has zero tolerance for sexual harassment at workplace and has set up Committee for
safety of women employees at workplace. During the year Company has not received any complaint of
harassment.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As stipulated under Regulation 34 read with Part B of Schedule V of Listing Regulations, the details
pertaining to Internal Financial Control systems and their adequacy have been disclosed in the
Management Discussion and Analysis Report forming part of this Annual Report.

COST AUDIT

Cost Audit specified under Section 148 of the Companies Act, 2013 does not apply to the Company
since the turnover of the Company is less than the limit prescribed.

LISTING

The equity shares of the Company are listed with BSE Limited with Scrip Code No. 539983.
SUSPENSION OF TRADING IN SHARES OF THE COMPANY

The Equity Shares of your Company are presently listed on BSE Limited (BSE). The Company is
suspended from trading in the shares of the Company on BSE due to non- compliance with the provision
of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Your directors are taking
necessary steps for complying with the procedural and all extant norms prescribed by BSE for
revocation of suspension.

THE CORPORATE SOCIAL RESPONSIBILITY

As the provisions relating to the Corporate Social Responsibility (CSR) as prescribed u/s. 135 of the
Companies Act, 2013 along with Rules made thereunder are not applicable to our Company and
therefore, neither the CSR Committee nor the CSR Policy are required to be framed by the Company.

GREEN INITIATIVES

Electronic copies of the Annual Report 2023-24 and the Notice of the 39^th AGM are sent to all members
whose email addresses are registered with the Company / depository participants. For members who
have not registered their email addresses, physical copies are sent in the permitted mode.

BUSINESS RESPONSIBILITY REPORT

SEBI has mandated the top 100 listed entities, based on market capitalization, to include Business
Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the
companies from Environmental, Social and Governance perspective. Accordingly, this circular is not
applicable to our company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of
the Company confirm the following:

> that in the preparation of the annual financial statements for the year ended March 31, 2024,
applicable accounting standards have been followed and no material departures have been made;

> that appropriate accounting policies have been selected and applied consistently and made

_judgments and estimates that are reasonable and prudent have been made, so as to give a true and_

fair view of the state of affairs as at March 31,2024 and of the profit and loss of the Company for the
financial year ended March 31,2024;

> that 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 have been made; and

> that the annual financial statements have been prepared on going concern basis;

> that the Directors have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

> that the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effective.

FRAUD REPORTING (REQUIRED UNDER THE COMPANIES (AMENDMENT) ACT. 2015)

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

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the financial year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one-time settlement during the year under review hence no disclosure
is required.

ACKNOWLEDGEMENT

Your directors place on record their sincere appreciation for significant contribution made by the
employees through their dedication, hard work and commitment and the trust reposed on them and also
acknowledge with gratitude the excellent cooperation extended by Bankers and Vendors and look
forward to their support in all future endeavor.

By the order of the Board

For SIDH AUTOMOBILES LIMITED

Date: 23.08.2024
Place: New Delhi

Anil Sharma Prashant Kumar

Managing Director Director
DIN:02928210 DIN:08782437