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Silgo Retail Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 168.21 Cr. P/BV 2.66 Book Value (Rs.) 27.10
52 Week High/Low (Rs.) 79/26 FV/ML 10/1 P/E(X) 37.58
Bookclosure 28/09/2024 EPS (Rs.) 1.92 Div Yield (%) 0.00
Year End :2025-03 

Your directors are pleased to present the 10th Annual Report of your company together with Audited
Financial statements for the year ended March 31, 2025.

FINANCIAL PERFORMANCE

Your Company's performance during the year ended March 31, 2025 as compared to the previous financial
year, is summarized as below-

Particulars

2024-25

2023-24

Revenue from Operations

4437.48

3503.39

Other Income

2.06

5.54

Total Income

4439.54

3508.93

Total Expenditures (Excluding Interest & Depreciation)

3812.11

2956.61

Profit before Interest, Depreciation and Tax (PBIDT)

627.44

552.32

Less: Depreciation

3.30

4.17

Less: Interest

17.50

124.75

Profit before Tax (PBT)

606.64

423.40

Less: Tax Expenses (Including Deferred Tax)

158.86

108.17

Profit After Tax

447.77

315.23

Other comprehensive income for the year, net of tax

6.00

(2.74)

Total comprehensive income for the year

453.78

312.49

Earnings per equity share (in Rs.):

Basic

2.45

3.00

Diluted

2.45

3.00

The Standalone Financial Statements of your Company for FY25 are prepared in compliance with the
applicable provisions of the Companies Act, 2013 ("the Act"), Indian Accounting Standards("Ind AS") and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended ("SEBI Listing Regulations").

STATE OF AFFAIRS OF THE COMPANY/BUSINESS OPERATIONS

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 increased by 26.66% to ^ '4437.48 Lakhs as
against ^'3503.39 Lakhs as of last year at gross level. The Net Profit for the year ended March 31, 2025, stood

at Rs. 447.77 Lacs. The Company recorded a Net Profit growth of 42.04% in FY 2024-25 on y-o-y basis as
compared to FY 2023-24.

DIVIDEND

Your directors have not recommended any dividend for the year.

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 2025-26 have been settled with the Stock Exchange. It's important to note that
the shares of the company are required to be traded exclusively in dematerialized form.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of your Company during the year under review.
TRANSFER TO RESERVES

During the year under review, the directors have allocated funds to general reserve of Rs. 1778.44/-
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, 2025.

SIGNIFICANT AND MATERIAL ORDERS

No significant or substantial orders have been issued by regulators, courts, or tribunals that would have an
impact on the Company's 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 company's shares.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided covered under the
provisions of Section 186 of the Companies Act, 2013, are given in the notes to the standalone financial
statements provided in this Annual Report.

BORROWINGS

During the present fiscal year, the Company has not obtained any new borrowings. In-depth details regarding
such borrowings, are comprehensively explained in the notes that accompany the company's audited
financial statements.

CREDIT RATING

Not Applicable.

SHARE CAPITAL

As of March 31, 2025, the Company's Issued, Subscribed, and Paid-up Share Capital amounted to Rs.
1849.6802 Lakhs, consisting of 184.96802 Lakhs Equity Shares valued at Rs. 10/- each.

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

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 ('the Act') read with the Companies
(Management and Administration) Rules, 2014, the annual return for FY2025 (under the revised format),
which will be filed with Registrar of Companies/MCA, will be uploaded on the Company's website and can
be accessed at
www.silgo.in

SECRETARIAL STANDARDS

Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India,
have been complied with. Your Company has complied with the Secretarial Standards on Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India
and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

COST RECORDS

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

There have been no material changes and commitments since the close of the financial year i.e. 31st March,
2025 till the date of signing of this Directors' Report, affecting the financial position of your Company.

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, 2025 were as

nllrwA/c*

Sr.

No.

Name

Category

Date of
Appointment

Date of Re¬
appointment

Date of
Cessation

1

Mr. NITIN JAIN

Managing Director

09.01.2016

13.06.2023

2

Mrs. ANJANA JAIN

Whole-time Director

20.12.2021

4

Ms. ANISHA JAIN

Non-Executive Director

22.08.2022

28.09.2024

4

Mr. SHALABH
GUPTA

Non-Executive Independent
Director

28.07.2018

27.07.2023

---

5

Mr. GOPAL SINGH

Non-Executive Independent
Director

28.07.2018

27.07.2023

21.01.2025

6

Mr. TARUN KUMAR
RATHI

Non-Executive Independent
Director

08.02.2021

---

19.03.2025

Sr.

No.

Name

Category

Date of
Appointment

Date of Re¬
appointment

Date of
Cessation

7

Mr. ANIL
KUMAWAT

Non-Executive Independent
Director

19.03.2025

8

Mr. LILADHAR
KUMAWAT

Non-Executive Independent
Director

19.03.2025

---

---

7

Ms. TRIPTI
SHARMA

Company Secretary (Key

Managerial

Person)

14.06.2018

8

Mr. TRILOK CHAND
SAINI

Chief Financial Officer (Key
Managerial Person)

02.11.2024

Mr. Gopal Singh, Non-Executive Director resigned from the Board with effect from January 21, 2025.
Similarly, Mr. Tarun Kumar Rathi, also a Non-Executive Independent Director, tendered his resignation
effective March 19, 2025.

Mr. Trilok Chand Saini has been appointed as Chief Financial Officer of the company w.e.f. 02 November
2024.

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 Company's 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. The Independent Directors have given declarations to your

Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence

provided under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of Securities

and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing

Regulations').

Your Company has a program to familiarize Independent Directors with regard to their roles, rights,
responsibilities in your Company, nature of the industry in which your Company operates, the business
model of your Company, etc. The purpose of Familiarization Programme for Independent Directors is to
provide insights into your Company to enable the Independent Directors to understand its business in depth
and contribute significantly to your Company.

Your Company has already carried out the familiarization programme for Independent Directors. The
Familiarization Programme Imparted to Independent Directors in terms of Regulation 25(7) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available
on your Company's website and can be accessed through the following link:
www.silgo.in.

DISCLOSURE UNDER SECTION 164(2) AND CONFIRMATION OF REGISTRATION OF INDEPENDENT
DIRECTORS WITH INDEPENDENT DIRECTORS' DATABANK

None of the Directors of your Company are disqualified from being appointed as Directors as specified under

Section 164(2) of the Companies Act, 2013. As required under Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, all the Independent Directors have complied the registration with
Independent Directors Databank.

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 Company's 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

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulations 17(10), 25(4) and all other
applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors have carried out annual evaluation of its own
performance, Board Committees, individual Directors, Chairperson of your Company.

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulations 17(10), 25(4) and all other
applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors have carried out annual evaluation of its own
performance, Board Committees, individual Directors, Chairperson of your Company.

As required under Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors
of your Company was also held on 17th January, 2025 to evaluate the performance of the Chairman, Non¬
Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of
flow of information between the management of your Company and the Board.

The performance of the Board / Committee was evaluated after seeking inputs from all the Directors /
Committee members on the basis of the defined criterial including composition and structure effectiveness
of meeting, information and functioning.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent
Director being evaluated, on the basis of following evaluation criteria:

• Relevant knowledge, expertise and experience.

• Devotion of time and attention to your Company's long-term strategic issues.

• Discussing and endorsing your Company's strategy.

• Addressing the most relevant issues for your Company.

• Professional conduct, ethics and integrity.

• Understanding of duties, roles and function as Independent Director.

Your directors have expressed satisfaction to the evaluation process. The manner in which the evaluation
has been carried out has been explained in detail in the Corporate Governance Report, forming part of this
Annual Report.

BOARD MEETINGS AND COMMITTEES OF DIRECTORS
BOARD MEETINGS

During the year under review 09 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 09 meetings of the Board
were held on April 10, 2024; May 29, 2024; August 13, 2024; August 29, 2024; November 2, 2024; November
14, 2024; January 23, 2025; February 10, 2025; and March 19, 2025.

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. 2024-25

Last AGM
Attended

Mr. Nitin Jain

9

9

Yes

Mrs. Anjana Jain

9

9

Yes

Ms. Anisha Jain

9

9

No

Mr. Shalabh Gupta

9

9

Yes

Mr. Gopal Singh

6

9

Yes

Mr. Tarun Kumar Rathi

8

9

Yes

Mr. Anil Kumawat

0

9

No

Mr. Liladhar Kumawat

0

9

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, 2025, the Board has following 3 (Three) Statutory Committees in accordance with
Companies Act, 2013:

1. Audit Comittee

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
Company's 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 pre¬
clearance for dealing in the Company's 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 company's website at
www.silgo.in

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed
and there is no material departure;

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 a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the
company for the year;

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

iv) The directors have prepared the annual accounts on a 'going concern' basis;

v) 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. Internal financial
control means the policies and procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business including adherence to Company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information; and

vi) The directors have 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. JKSS
& Associates, Chartered Accountants, Firm Registration No. 006836C have been re-appointed as Auditors for
a term of another five years, from the conclusion of the 9th Annual general Meeting of the company till the
conclusion of 14th Annual general Meeting of the company. M/s. JKSS & Associates has confirmed that they
are not disqualified from continuing as Auditors of the Company.

The Report given by M/s. JKSS & Associates Chartered Accountants on the financial statement of the
Company for the financial year 2024-2025 is part of the Annual Report. The Notes on financial statement
referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The
Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer.

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

As per the amendment of SEBI(LODR),2015 dated 12th December,2024 it has become mandatory from the
current financial year to appoint the Secretarial Auditor as recommended by the Board of Directors to be
duly approved by the Shareholders with a term of 5 years. Hence, the appointment of secretarial auditor
M/s Mahendra Khandelwal & Co., Company Secretaries has been taken up by the Company and suitable
resolution has been placed before the shareholders for their approval in the notice attached with Annual
Report 2024-25.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Mahendra
Khandelwal & Co., Company Secretaries, a Company Secretary in Practice to undertake the Secretarial Audit
of the Company. The Report of the Secretarial Auditor is annexed herewith as
"Annexure I".

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.
Trilok Chand Saini as the Internal Auditor of the company for 3 years from the F.Y. 2024-25 to F.Y. 2026-27.

COMMENTS ON AUDITORS REPORT

The Auditors' Report to the Members does not contain any qualification, reservation, adverse remark or
disclaimer by the Statutory Auditors in their Report. The Audit Report is enclosed with the financial
statements forming part of this Annual 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 contracts/ arrangements/ transactions entered by your Company during the financial year under review
with related parties were in the ordinary course of business and on an arm's length basis and is in compliance
with the applicable provisions of the Act and the Listing Regulations. During the year, there are no materially
significant related party transactions entered by your Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the interest of your
Company at large. There were some materially significant Related Party Transactions made by your Company
during the year that required shareholders' approval under Regulation 23 of the Listing Regulations. And all
that transactions were made with the approval of shareholders only. 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

HUMAN RESOURCES AND EMPLOYEE RELATIONS

Attracting, retaining and developing talent continued to be a focus area for your Company. The increased
focus on capability enhancement and employee engagement had a positive impact on talent retention as
reflected in the lower attrition levels.

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 2024-25, 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

S.No.

Particulars

2024-25

2023-24

(a)

Foreign Exchange Earnings

-

-

(b)

Foreign Exchange Outogo

-

-

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 Company's Remuneration Policy is available on the
Company's 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 Company's 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.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are among its most important stakeholders. Accordingly, your
Company's operations are committed to the pursuit of achieving high levels of operating performance and
cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource
base and nurturing overall corporate reputation. Your Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions positively impact the socio-economic and
environmental dimensions and contribute to sustainable growth and development
.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Based on the framework of internal financial controls and compliance systems established and maintained
by your Company, work performed by the internal, statutory and secretarial auditors and external
consultants and the reviews performed by management and the Audit Committee, the Board is of the
opinion that your Company's internal financial controls were adequate and effective with reference to the
financial statements for the financial year ended 31st March, 2025.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The management continuously reviews the internal control systems and procedures for the efficient conduct
of your Company's business. Your Company adheres to good practices with respect to transactions and
financial reporting and ensures that all its assets are appropriately safeguarded and protected against losses.
The Internal Auditor of your Company conducts the audit on regular basis and the Audit Committee actively
reviews internal audit reports and effectiveness of internal control systems periodically.

During the year, the Internal Auditor performed comprehensive assessments at all functional departments.
The Audit Committee regularly reviews the audit findings and corrective measures taken thereon to ensure
the efficacy of the Internal Control process. The system of Internal Control is structured to verify that
financial and other documents are accurate in compiling financial reports and other data, and in maintaining
transparency for individuals.

Internal Control Systems are implemented to safeguard your Company's assets from loss or damage, to keep
constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and
accounting controls and to implement Indian Accounting Standards (Ind AS).

RISK MANAGEMENT

Your Company has a robust Risk Management framework to identify, evaluate business risks and
opportunities. This framework seeks to create transparency, minimize adverse impact on the business
objectives and enhance your Company's competitive advantage. The company provides assistance to the
Board of Directors in fulfilling its objective of controlling / monitoring various risks prevailing in the
functioning of your Company in day to day life as well as mitigating the risk on hedging in domestic as well
as international market.

Presently, the Board acknowledges that no risks have been identified that pose an imminent threat to the
Company's existence. This affirmation reflects the diligence and efficacy of the risk management
mechanisms in place, underscoring the Company's 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).

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 31.03.2025.

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, 2025, 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 Company's 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.

IBC CODE & ONE-TIME SETTLEMENT

There is no proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016 (IBC
Code). There has not been any instance of one-time settlement of your Company with any bank or financial
institution.

PARTICIPATION IN THE GREEN INITIATIVE

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of
Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the
Members are requested to join the said program by sending their preferred e-mail addresses to their
Depository Participant.

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives,
electronic copy of the Annual Report along with Notice of 10th Annual General Meeting of your Company will
be sent to all Members whose email addresses are registered with your Company/ Depository Participant(s).
For members who have not registered their e-mail addresses, are requested to register the same with their
respective Depository Participants. For this financial year physical copies of Annual Report 2024-25 will be
sent to those members who specifically request the same.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels
for their hard work, team spirit, cooperation and dedication during the year. Your Directors place on record
their sincere thanks to bankers, suppliers, business associates, consultants, and various Government
Authorities for their continued support extended to your Company's activities during the year under review.
Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on
the Company.

FORWARD-LOOKING STATEMENTS

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's
objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities
laws and regulations. Actual results may diff er materially from those expressed in the statement. Important
factors that could influence the Company's operations include domestic demand and demand and supply
conditions affecting selling prices , input availability and prices, changes in government regulations, tax laws,
economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors
SILGO RETAIL LIMITED

NITIN JAIN ANJANA JAIN

Place: Jaipur Managing Director Whole-time Director

Date: July 22 2025 DIN: 00935911 DIN: 01874461


 
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