Your Directors are pleased to present the Thirty-First Annual Report of the company together
with the Audited Financial Statements for the financial year ended on 31^st March, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Company’s financial performance for the year ended 31^st March 2024 is summarized below:-

(Amount in Rs. Hundreds)

2. REVIEW OF OPERATIONS

In the past year, your company's sales turnover decreased slightly to Rs. 16.19 crores, compared to
Rs. 17.02 crores in the previous financial year, resulting in a decline in revenue by approximately
Rs. 82 lakhs.

The company incurred a loss of Rs. 1.89 crores, compared to a loss of Rs. 1.50 crores in the
previous financial year.

Efforts are being made to reduce overall costs, explore new investment opportunities, and secure
better prices for the company's products in the market.

3. DIVIDEND AND TRANSFER TO RESERVES:

During the year under review, the Board does not recommend any dividend for the year ended 31^st
March, 2024. The Company has transferred loss of Rs. 1.89 Crore to its reserves during the
financial year.

4. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business carried on by the company during the year under
review.

5. MATERIAL CHANGE AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the company occurred
between 31^st March, 2024 and the date of this report.

6. SHARE CAPITAL:

During the year under review, there is no change in the paid-up share capital of the Company
which stands at Rs.7,18,52,000/- (Rupees Seven Crore Eighteen Lakh Fifty Two Thousand Only)
comprising of fully paid up 71,85,200 (Seventy-One Lakh Eighty Five Thousand Two Hundred)
equity shares of Rs.10/- (Rupee Ten) each. The Company has not issued any share with differential
voting rights. Similarly, during the year under review, the Company has not issued any sweat
equity shares or employee stock options. As on March 31, 2024, none of the Directors of the
Company hold instruments convertible into equity shares of the Company. The Company has not
bought back any of its securities during the year under review. No bonus shares were issued during
the year under review.

7. CREDIT RATING OF SECURITIES

The company has not obtained any credit rating of its securities.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

> Appointment and Cessation

During the year under review, there was no appointment or cessation of any Director.

However, Shri Vinod Ramgopal Maheshwari’s directorship ceased with effect from 12^th August
2024 due to his sad demise.

Subsequently, Shri Nimish Vinod Maheshwari was appointed as an Additional Director on the
Board of the Company with effect from 13^th August 2024 to fill the vacancy created by the demise
of Shri Vinod Ramgopal Maheshwari. However, Shri Nimish Vinod Maheshwari tendered his
resignation from the post of Additional Director on 28^th August 2024 due to his other professional
commitments.

> Retirement by Rotation:

In accordance with the provision of Section 152 of the Companies Act 2013 read with
Companies (Management & Administration) Rules, 2014 and Articles of Association of the
Company, Smt.Shriranga Vinod Maheshwari (DIN: 00341404), Director of the Company is
liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has
offered herself for re-appointment. The Board recommends her reappointment.

Brief details of Smt.Shriranga Vinod Maheshwari is given in the Notice of ensuing AGM.

The present Directors of the Company are as below:

None of the Directors of the Company was disqualified to hold the office of Directorship
according to Section 164 of the Companies Act, 2013.

KEY MANAGERIAL PERSONAL:

During the year under review, Shri Milind V. Gahankar resigned from the office of Chief Financial
Officer of the Company with effect from 7^th November 2023. Shri Anil Bajpai has been appointed
as Chief Financial Officer of the Company with effect from 13^th February 2024.

Except as stated above, there were no other changes in the key managerial personnel of the
Company during the year under review.

The present KMP of the Company are as below:

9. DECLARATION BY INDEPENDENT DIRECTORS

In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015, the
independent directors on the Board of your Company as on the date of this report are Mr. Thomas
George David and Mr. Shekhar Madhav Chandle.

The Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of
the Listing Regulations, 2015 from all the independent directors stating that they meet the criteria
of independence as provided in section 149(6) of the Act.

The independent directors have also confirmed compliance with the provisions of section 150 of
the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules,
2014, relating to inclusion of their name in the independent director’s databank of the Indian
Institute of Corporate Affairs.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as
well as the Rules made thereunder read with the Listing Regulations, 2015 and have complied with
the code for independent directors prescribed in Schedule IV to the Act.

10. BOARD MEETINGS

During the financial year 2023-24, the Board met 6 (Six) times on following dates:

27^th May 2023, 12^th August 2023, 7^th September 2023, 7^th November 2023, 7^th February 2024 and
13^th February 2024.

11. AUDIT COMMITTEE

As on the closing of Financial Year 2023-24 the Audit Committee was comprised of Mr. Thomas
David as Chairman and Shri Vinod Maheshwari and Shri Shrikant Chandle as members.

However, after the demise of Shri Vinod Maheshwari, the committee reconstituted as follows:
Mr.Thomas David as Chairman and Shri Manoj Sinha and Shri Shrikant Chandle as members.

During the financial year 2023-24, the Audit Committee met 4 (Four) times on following dates:

27^th May 2023, 12^th August 2023, 7^th November 2023, and 7^th February 2024.

12. NOMINATION AND REMUNERATION COMMITTEE AND POLICY

As on the closing of Financial Year 2023-24 the Nomination and Remuneration Committee was
comprised of Mr. Thomas David as Chairman and Shri Vinod Maheshwari & Shri Shrikant
Chandle as members.

However, after the demise of Shri Vinod Maheshwari, the committee reconstituted as follows:
Mr. Thomas David as Chairman and Smt Shriranga Maheshwari and Shri Shrikant Chandle as
members.

During the financial year 2023-24, the Nomination and Remuneration Committee met once on
13^th February 2024.

A policy on directors’ appointment and remuneration is annexed as Annexure - A.

13. STAKEHOLDERS RELATIONSHIP COMMITTEE

As on the closing of Financial Year 2023-24, the Stakeholders Relationship Committee is
comprised of Shri Vinod Maheshwari as Chairman and Shri Thomas David and Shri Manoj Sinha
as members.

However, after the demise of Shri Vinod Maheshwari, the committee reconstituted as follows:
Mr.Thomas David as Chairman and Shri Manoj Sinha and Shri Shrikant Chandle as members.

During the financial year 2023-24, the Stakeholders Relationship Committee met 4 (Four) times on
following dates:

27^th May 2023, 12^th August 2023, 7^th November 2023, and 7^th February 2024.

14. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required for the reporting period to constitute a Corporate Social
Responsibility Committee as it does not fall within the purview of Section 135(1) of the
Companies Act, 2013 and it is also not required to formulate policy on corporate social
responsibility.

15. ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
evaluation of its own performance, the directors individually as well as the evaluation of the
working of its Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board’s functioning such as adequacy of the composition
of the Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors who were
evaluated on parameters such as level of engagement and contribution, independence of judgement,
safeguarding the interest of the company and its minority shareholder etc. The performance
evaluation of the Independent Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non-Independent Director was carried out by the Independent
Directors.

16. REMUNERATION OF DIRECTORS AND EMPLOYEES

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of
employees and percentage increase in the median remuneration are annexed to this Directors’
Report as ‘Annexure B’.

Further, a statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexure forming part of this report. In terms of the provisions of section
136 of the Act, the report is being sent to the members excluding the aforesaid statement. This
statement will be made available by email to members of the Company seeking such information.
The members can send an email to saffronindustries20@gmail.com It shall also be kept open for
inspection by any member at the registered office of the Company during business hours.

17. CORPORATE GOVERNANCE - DISCLOSURE PURSUANT TO SCHEDULE V OF
THE COMPANIES ACT, 2013

Shri. Manoj Sinha was paid remuneration of Rs. 7.20/- lakhs during FY 2023-24, he is not entitled
to any benefits, stock options, incentives, pension, etc. The company has entered into a service
contract with him; the notice period is one month and no severance fees shall be paid to him.
Apart from this, no other director is paid remuneration.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of compliance systems established and maintained by the Company, the
work performed by the Statutory Auditors, and the review performed by the management, the
Board believes that the Company’s compliance systems were adequate and operating effectively
during the financial year 2023-24. Accordingly, pursuant to sections 134(3)(C) and 134 (5) of the
Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm
that:

i) in the preparation of the annual accounts for the financial year ended on 31^st March 2024,
the applicable accounting standards have been followed and that there were no material
departures;

ii) the directors had 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 31^st March 2024 and
of the loss of the Company for the year under review;

iii) the directors had 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;

iv) the directors had prepared the annual accounts for the year ended 31^st March 2024 on a
“going concern” basis;

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

vi) the directors had devised proper systems to ensure compliance with the provision of all
applicable laws and that systems were adequate and operating effectively.

19. INTERNAL FINANCIAL CONTROL

Your Company has designed and implemented a process-driven framework for Internal Financial
Controls (IFC) over financial reporting through policies, procedures and guidelines. For the year
ended on March 31, 2024, the Board believes that the Company has sound IFC commensurate with
the size, scale and complexity of its business operations. The IFC operates effectively and no
material weakness exists. The Company has a process in place to continuously monitor the same
and identify gaps, if any, and implement new and/ or improved controls whenever the effect of
such gaps would have a material effect on the Company’s operations.

20. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

The company does not have any subsidiary, joint venture or associate company as defined under
the Companies Act, 2013. Thus Form AOC-1 is not annexed to this report.

21. DEPOSITS

The Company has not accepted any deposits from the public falling within the ambit of Section 73
of the Companies Act, 2013 (‘the Act’) and the Companies (Acceptance of Deposits) Rules, 2014.
There are no unclaimed deposits, unclaimed/ unpaid interest refunds due to the deposit holders or
to be deposited with the Investor Education and Protection Fund as on March 31, 2024.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, your Company has not given any loan or guarantee in terms of the
provisions of section 186 of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014.

The details of investments made in terms of section 186 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014 are detailed in the financial statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has in place a robust process for approval of related party transactions and on
dealing with related parties.

All contracts/arrangements/transactions entered into by the Company during FY2023-24 with
related parties were in compliance with the applicable provisions of the Act, the Listing
Regulations, 2015 and as per the Company’s policy on dealing with related party transactions.
Prior omnibus approval of the Audit Committee is obtained for all related party transactions,
which are foreseen and of repetitive nature.

All related party transactions entered into during FY2023-24 were in the ordinary course of
business and on arm’s length basis. The details of material related party transactions as required
under provisions of section 134(3) (h) of the Act read with rule 8 of the Companies (Accounts)
Rules, 2014 are provided in Form AOC-2, which is annexed to this Directors’ Report as Annexure
- C.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE OUTGO:

The information and details relating to conservation of energy, technology absorption and foreign
exchange outgo is mentioned in the Annexure - D to this Report.

25. RISK MANAGEMENT POLICY

The company has laid down a well-defined risk management policy covering risk mapping, trend
analysis, risk exposure, political impact and risk mitigation process. Periodic assessment is carried
out to identify risk areas and management is informed in advance on the risks so that the company
can control the risk through a properly defined plan. Risks are classified as financial risk,
operational risk and market risk. The risks are taken into account while preparing the annual
business plan for the year. The Board is also informed from time to time about business risks and
the actions taken to manage them.

26. VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for
directors and employees in conformation with Section 177 (9) of the Act and Regulation 22 of SEBI
Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the
Company’s website at https://www.saffronindustries.in/wp-content/uploads/2021/05/Vigil-
Mechanism.pdf

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE :

During the year under review, there were no significant and material orders passed by the
regulators, courts or tribunals which impacted the Company’s going concern status and its
operations in future.

28. STATUTORY AUDITORS AND THEIR REPORT

The Statutory Auditor of the Company M/s. Utsav Sumit & Associates, Chartered Accountants,
Nagpur, had tendered their resignation due to preoccupation, with effect from 4th July 2024.

The Board, in their Board meeting dated 26^th July 2024, had appointed M/s. Jagdish Khatri &
Associates, Chartered Accountants (FRN: 156251W), as Statutory Auditor to fill the vacancy
created due to the resignation of M/ s. Utsav Sumit & Associates, Chartered Accountants, Nagpur,
to hold office until the conclusion of the 32nd Annual General Meeting.

There is no qualification or adverse remarks in the Auditor’s Report which require any
clarification/explanation. The Notes on financial statements are self-explanatory and need no
further explanation.

29. SECRETARIAL AUDITOR AND THEIR REPORT

The Company had appointed M/s. Vaibhav Netke & Associates LLP, Practicing Company
Secretaries, Nagpur as Secretarial Auditor of the company to conduct the secretarial audit for the
financial year ended on 31^st March 2024. The secretarial auditor had submitted a secretarial audit
report in Form MR-3 under Section 204 of the Companies Act, 2013 for the financial year 2023-24
which is attached as Annexure - E and forms part of this report.

The clarifications/explanation on the qualifications/adverse remarks in the Secretarial Auditors
Report are as follows:

1. The Promoters’ shareholding is not fully dematerialized; however they have assured that they
are under process to comply the same; Dematerialization is under process and due to some
technical glitches at Depository it is being delayed and we are hopeful the issues will be resolved very
soon.

2. The Company has been declared sick u/s 3(1) (o) of Sick Industrial Companies (Special
Provisions) Act, 1985 by the Board for Industrial and Financial Reconstruction, vide their
order dated 13.09.2013; - There is no further development/order passed by the said board after
such declaration.

30. COST AUDITOR & COST RECORDS

The relevant provisions of the Companies Act, 2013 in respect of the appointment of Cost
Auditors and maintenance of Cost Records were not applicable to the company for the Financial
Year 2023-24.

31. DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION
143(12) OF THE ACT

In terms of the provisions of section 143(12) of the Act read with rule 13 of the Companies (Audit
and Auditors) Rules, 2014, during the year under review, the auditors have not reported any fraud
to the Audit Committee or to the Board and therefore, no details pursuant to the provisions of
section 134(3)(ca) of the Act are required to be disclosed.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the requirements prescribed under the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

33. ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, the annual return for FY2023-24, which will be filed with Registrar
of Companies/MCA, is uploaded on the Company’s website and can be accessed at -
www.saffronindustries.in.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as required under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, attached as Annexure - F.

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

The Company has zero tolerance for sexual harassment in the workplace and has adopted a policy
against 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 there
under. The Policy aims to provide protection to employees at the workplace and prevent and
redress complaints of sexual harassment and for matters connected or incidental thereto, intending

to provide a safe working environment, where employees feel secure. The Company has also
constituted an Internal Complaints Committee to inquire about sexual harassment complaints and
recommend appropriate action.

The Company has not received any complaints regarding sexual harassment during the financial
year 2023-24.

36. NON-APPLICABILITY OF CERTAIN PROVISIONS OF SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, certain provisions of compliance with the corporate governance
as mentioned therein are not applicable to the company. Accordingly, the corporate governance
report is not required to be annexed to the Annual Report.

37. ACKNOWLEDGEMENTS:

Your Directors are pleased to place on record their sincere gratitude to the government authorities,
suppliers, customers and shareholders for their continued support and cooperation extended to the
company during the year.

Your Directors also express their deep appreciation for the sincere and devoted services rendered
during the year by the workers, staff and executives at all levels of operations of the Company.

Place: Nagpur For and on behalf of the Board

Date: 30/08/2024

Sd/- Sd/-

Shekhar M. Chandle Manoj R. Sinha

Director Whole Time Director

DIN: 09548031 DIN: 07564967