Your Directors take pleasure in presenting the Thirty-first Annual Report and Audited Financial
Result of the Company for the year ended on 31st March, 2025.

FINANCIAL RESULTS (Rs. in Hundred)

PERFORMANCE

The Company’s Profit after tax for the financial year 2024-2025 has come down to Rs. 422.41,
about 68.46% in comparison to that of the last year. Your Directors as always are optimistic about the
growth of the Company and thus, they are constantly searching new opportunities to take the organisation
to the next level.

INTERNAL FINANCIAL CONTROL

Your Company is committed to constantly improving the effectiveness of internal financial controls and
processes for the efficient conduct of its business operations and ensuring security to its assets and
timely preparation of reliable financial information. In the opinion of the Board of Directors, the internal
financial control system of your Company is commensurate with the size, scale and complexity of business
operations of your Company.

Further, the internal financial controls with reference to the Financial Statements are adequate in the
opinion of the Board of Directors and were operating effectively during the Financial Year 2024-25.

The Company has a proper system of internal controls to ensure that all the assets are safeguarded and
protected against loss from unauthorized use or disposition and that transactions are authorized, recorded
and reported correctly.

DIVIDEND

In view of retaining the available surplus for future business growth, your Directors refrain from
recommending payment of dividend for the year.

ACCOUNTING STANDARDS

You are aware that prior to 1st April, 2017 financial statement were prepared and disclosed in compliance
with the then applicable accounting standard (INDIAN GAAP) where as i.e.,2017 it has been made
compulsory to use and adopt IND-AS as prescribed by the ICAI for preparing a financial statements and
making disclosure thereunder.

TRANSFER TO RESERVE

The Company is not required to transfer any amount to Reserve under the provisions of the Companies
Act, 2013.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

The Unpaid /Un-claimed Dividend Balance in the company‘s books of account as at the end of F Y
2024-25 is NIL.

STATUTORY AUDITORS AND THEIR REPORT

M/s R K Bajaj & Co. (FRN 314140E), Chartered Accountants, have been appointed under the provisions
of Section 139 of the Companies Act, 2013 for the second term of 5 (Five) years by the members of the
company at their AGM held in the year 2024, whose period in office expires at the conclusion of the 35th
Annual General Meeting of the company.

The report of the Auditors when read with notes and schedules are self-explanatory and need no further
elaboration.

EXTRACT OF ANNUAL RETURN

In Terms of Section 92(3) of the Companies Act, 2013, a copy of the Annual Return of the Company for
the financial year ended 31.03.2025 will be posted on the website of the company under the link:
www.siddheswarigarments.co.in

DIRECTORS

APPOINTMENT

Mrs. Riti Poddar (DIN: 01726726) being a Non-Executive rotational director, is due to retire at the
forthcoming Annual General Meeting and she being eligible, offers herself for re-appointment.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill the requirements
to be qualified for their appointment as Independent Directors under the provisions of the Companies
Act, 2013 u/s 149(7) as well as applicable provisions of SEBI (LODR) Regulations, 2015.

DIRECTORS RESPONAIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors’
Responsibility Statement, your Directors hereby confirm and State that:-

• In the preparation of the Annual Accounts, the Accounting Standard laid down by ICAI, have been
strictly followed.

• The directors have selected such accounting polices and adopted 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 & loss of the company
for the period.

• Proper and sufficient care has been taken for the maintenance of adequate records in accordance
with provisions of the Companies Act. for safeguarding the assets of the Company and detecting
fraud and other irregularities:

• The Annual accounts have been prepared on the ‘On-Going’ concern basis.

• Laid down internal financial controls to be followed by the company and that such internal financial
control are adequate and were operating effectively.

• Devised proper systems to ensure compliance with the provisions of all applicable laws and that
such system were adequate and operating effectively.

LISTING OF SHARES

The shares of the company are listed on the stock exchanges at Bombay BSE and Calcutta CSE.

DETAILS OF DIRECTOR & KEY MANAGERAL PERSONS INCLUDING THOSE WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR:-

MMr. Abhishek Poddar : Non Executive, Non- Independent Director

Mrs. Riti Poddar : Woman, Non Independent Director

Mr. Sanjay Kumar Shah : Executive Whole Time Director & CFO

Mr Uma Nath Singh : Non Executive, Independent Director

Mr. Satya Narayan Chaudhury : Non Executive, Independent Director

Mr. Rakesh Kumar Agarwal : Non Executive, Independent Director

None of the Directors of the Company is disqualified from being appointed as Directors under the
provisions of section 164(2) of the Companies Act, 2013.

MANAGERIAL REMUNERATION

The company has paid and/ or provided for managerial remuneration in accordance with the requisite
approvals by the provisions of Section 197 read with schedule V to the Act.

KEY MANAGERIAL PERSONNEL

Mr. Sanjay Kumar Shah has been appointed as the whole time Executive Director & CFO in compliance
of Section 196 read with Section 203 of the companies Act, 2013.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

During the year 2024-25, the Board of Directors met 4 (four) times on 30.05.2024, 14.08.2024, 14.11.2024
and 14.02.2025 and one exclusive meeting of independent directors on 14.02.2025.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of Business of the Company.

THE ANNUAL EVALUATION

The ultimate responsibility for good performance and prudent management of Company lies with the
Board of Directors. The Board is expected to exercise continuous proactive and effective decision
making and implementation thereof with a view to achive the desired goal. In this connection, the Board
has set out a framework of guidelines for the directors to undertake continuous evaluation of performance
of the Company while affirming the desired destination. The Board of Directors as a whole is required
to display its commitment to good governance ensuing a constant improvement of process and
procedures and each individual directors are committed to contribute his best in the overall growth of
the organization.

The Independent Directors have submitted to the Board necessary declarations as to their eligibility for
appointment as independent Director in terms of Section 149 of the Companies Act, 2013 and the
applicable provisions of SEBI (LODR) Regulations, 2015.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT.

No material changes and commitments affecting the financial position of the company occurred in between
the end of the financial year and the date of Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Necessary disclosures have been made in the Notes to the Financial Statements forming part of the
Audited Financial Statements as at the end of Financial Year 2024-25 and was shown as “Related Party
Transactions” in terms of Section 129 read with Schedule III to the Companies Act, 2013 and that such
transactions having been made in the ordinary course of business transaction at an arms length basis,
the provisions of the Section 188 of the Act, was not applicable to the Company. .

PARTICULARS OF LOANS,GUARANTEES OR , INVESTMENT U/S 186 OF COMPANIES ACT, 2013.

The Company did not provide any loan or guarantee u/s 186 of the Companies Act, 2013 while the
particulars of investments made by the company u/s 186 as at end of the F.Y. 2024-25 forms parts of
the ‘NOTES TO FINANCIAL STATEMENT’ annexed to this Report.

SIGNAFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE ON-GOING STATUS OF COMPANY’S OPERATIONS.

There was no other significant order passed by Regulators or courts or Tribunal Impacting the ongoing
status of Company’s operation in future.

HUMAN RESOURCES

The Company believes that the employees are the most valuable assets of an organization and the
optimum utilization of their skills, Knowledge and attitude are instrumental to the growth of an organization.

RATINGS

The Company having no secured Loan and/ or issued Debentures or Public Deposit, credit Rating of the
Company was not required.

SUBSIDIARIES / ASSOCIATES

The Company do not have any subsidiary and/ or Associates Company.

CAPITAL AND FINANCE

There had been no issue or allotment of any securities during the year. The issued, subscribed and
paid up capital of the company remains static at Rs, 3,30,99,000/- divided into 3309900 Equity shares
of Rs 10/- each as at 31.03.2025.

EMPLOYEE STOCK OPTION PLAN

The Company had not provided any employee Stock option.

CORPORATE GOVERNANCE

The paid-up capital of the Company being less then Rs 10.00 crore (Rupees Ten Crore) but the Net
Worth has exceeded the ceiling being Rs 25.00 crore as on 31 March 2024 as per the provisions of SEBI
(LODR) Regulations, 2015.

Since the prescribed provisions under the said Regulation allow a listed company to submit/ file a Corporate
Governance Report with the authority(ies) within 6 months from the date of its applicability your Company
filled the said Corporate Governance after the quarter ends on 30th day of September, 2024.

Yet, your Directors believe that CORPORATE GOVERNANCE is a way of business life, rather than a
statutory compliance. It is intended to achieve excellence in business for enhancing the long-term
shareholders wealth through necessary disclosure transparency, integrity, accountability, responsibility
and fairness in all its dealing with shareholders, customers, suppliers and the society at large. During the
financial year 2024-25. Your directors continued their Endeavour to pursue the policy and procedure to
safety their ethical responsibility. A brief report on Corporate Governance is annexed hereto as
Annexure-A.

PATICULARS OF EMPLOYEES

There being no employee, employed during the year, drawing remuneration in excess of the prescribed
ceiling, the provisions of Section 197(12) of the Companies Act, 1956 read with Rules is not applicable
to this company.

PARTICULARS OF THE MANAGEMENT REMUNERATION

In accordance with the provisions u/s 197(2) read with Rule 5 of the Companies (Appointment and
Remuneration of Management), Rules the Company furnish the details as Annexure - C as part of this
report.

SECRETARIAL AUDIT

Pursuant to section 204 of the Companies At, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A(1)(b) of the sEbI(LODR)
Regulations,2015, the Company has proposed to appoint Mr. Rajrashi Ghosh, a company Secretary in
practice (CP No 8921, membership no fCs 12595 for term of 5 consecutive years from 1st April 2025 to
31st March 2030, subject to the approval of the shareholders at the forthcoming annual general meeting
of the company.

The Secretarial Audit Report in the prescribed form for the year ended 31.03.2025 has been made part
of this report and marked as Annexure-B.

INTERNAL / COMPLAINT COMMITTEE

In accordance with the Sexual harrassement of woman at workplace (prevention, prohibition and
Redressal) Act 2013 and rules made thereunder, the Company has constituted a committee which is
comprised of Sanjay Kr. Shah, Whole-time Director, Uma Nath Singh and Riti Poddar during the year to
act as per rules of the said Act. There has been no complained so far received by the Committee.

CORORATE SOCIAL RESPONCIBILITY

The Provisions of Section 135 of Companies Act, 2013 setting out the conditions for applicability of
Corporate Social Responsibility having not been fulfilled by the company, the responsibility of setting a
Corporate Social Responsibility committee and/ or other obligations under this section is not attracted to
this company.

CONSERVATION OF ENERGY ETC AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

There being no manufactring activity of the Company during the year, the provisions of the Companies
Act, 2013 in the subject matter was not attracted to this company. The information required u/s 134(3)
(m) of the Act are not attracted.

There was no Income or outgo in Foreign Exchange during the year.

COST AUDITOR

The Company having no Manufacturing operations during the year, the Provisions of Section 148 of the
Companies Act, 2013 is not attracted to the Company.

INTERNAL FINANCIAL CONTROL VIZ-A VIZ INTERNAL AUDIT

The Audit Committee of the Board of Directors of the Company closely monitors the adequacy of the
Internal Financial Control System in close co-ordination and support of the in-home internal Audit team
who periodically submits its findings on the efficacy and adequacy of the Internal Control System, its
compliance with the Company’s operating system and Accounting standards and policies. Based on
the Report of the in-house Audit Team, their findings and submissions the Audit committee have elaborate
discussions and do make recommendations to the senior management to undertake corrective measures
wherever necessary to strengthen the control. The subject process of Internal Financial Control is a
continuous one and is due compliance of the provisions of the Companies Act 2013. During the F.Y.
2024-25 there had been no reportable weakness in the design or operation as observed.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any public Deposit as defined under the provisions
contained in chapter V of the Companies Act, 2013.

RISK MANAGEMENT POLICY

Your Directors have formulated and implemented a Risk Management Policy for the Company with a
view to identity various risks impacting the company and the mode of addressing them effectively by way
of identifying therein the risk elements which in the opinion of the Board may threaten the performance
and even existence of the Company.

VIGIL MECHANISM

In pursuance of the Provisions of Sub-section (9) & (10) of Section 179 of the Companies Act, 2013 your
procedure for Whistle Blower System to report matters of serious concern and consequences that directors
have developed and implemented an extensive vigil mechanism for directors and employees with elaborate
may have serious effect on the operation.

Proceeding pending under The Insolvency and Bankruptcy Code, 2016 during the year along
with their status as at the end of the financial year:-

Nil.

The 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:-

Nil.

ACKNOWLEDGMENTS

Your Directors wish to place on records, their sincere appreciation of the Valuable co-operation and
support received from the Financial Institutions, Banks, and Government Department and Agencies
both at the Central and State Levels. The Directors would like to express thanks to the sincere services
of Workers, staff and Executives of the Company.

Dated : 30.05.2025 By order of the Board

for Siddheswari Garments Limited

Place : Kolkata

Uma Nath Singh Sanjay Kr. Shah

Director Whole-time director

DIN:00301884 DIN:00109444