SIL Investments Ltd

SIL INVESTMENTS LIMITED

Your Directors are pleased to present the Ninetieth Annual Report on the business of your Company alongwith the audited financial statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 ('the Act') read with Companies (Accounts) Rules, 2014. The financial statements for the financial year ended 31^st March, 2024 as well as comparative figures for the year ended 31^st March, 2023 are Ind AS compliant.

The financial highlights of your Company for the year ended 31^st March, 2024 are summarized as follows:

(Rs. in lakhs)

Your Company proposes to transfer an amount of Rs. 239.00 lakhs to General Reserves and Rs. 478.00 lakhs to Reserve Fund.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year and the date of this Report.

There has been no change in the nature of business of the Company.

DIVIDEND

Your Directors are pleased to recommend a dividend of 25% i.e. Rs. 2.50 per equity share for the year ended 31^st March, 2024, subject to approval by the members' at the forthcoming Ninetieth Annual General Meeting (AGM) of the Company. The total outgo on account of dividend to the members will be Rs. 264.90 lakhs.

SUBSIDIARIES

Your Company has five subsidiaries (four Indian and one Foreign) viz. RTM Investment & Trading Company Limited, SCM Investment & Trading Company Limited, RTM Properties Limited, SIL Properties Limited and SIL International Pte. Limited. The highlights of financial performance of subsidiaries for the financial year 2023-24 are disclosed in Form AOC - 1.

During the year under review, RTM Investment & Trading Company Limited and SCM Investment & Trading Company Limited qualify as material unlisted subsidiaries of the Company. Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 as amended ('Listing Regulations, 2015'), the Secretarial Audit Reports of these companies form part of this Report.

In accordance with Section 136 of the Act, as amended, the audited financial statements, (including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries), are available on the website of your Company: www.silinvestments.in. These documents will also be available for inspection during business hours at the Registered Office.

Further, pursuant to the provisions of Indian Accounting Standard 110 (Ind AS - 110) prescribed under the Companies (Accounting Standards) Rules, 2006, and as prescribed by the Listing Regulations, 2015, consolidated financial statements presented by the Company include financial information of subsidiary companies, which forms part of the Annual Report. The Board of Directors of the Company have approved a policy for determining material subsidiaries in line with Listing Regulations, 2015. The policy has been uploaded on the Company's website and is available at the web link: http://silinvestments.in/pdfs/ PolicyonDeterminingMaterialSubsidiaries.pdf

PUBLIC DEPOSITS

Your Company has neither invited nor accepted/ renewed any deposits from the public under Chapter V of the Act during the year under review. There are no unclaimed deposits, unclaimed/unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on 31^st March, 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company is a Non-Banking Financial Company registered with the Reserve Bank of India ('RBI') and engaged in the business of investments and lending activities. In view thereof, the Company is exempted from giving disclosures of particulars of loans, guarantees and investments as required under Section 186 of the Act and hence the said particulars have not been given in this Report.

Pursuant to Regulations 34(3) of the Listing Regulations, 2015, the particulars of loans/advances have been disclosed in the notes to financial statements.

CAPITAL ADEQUACY RATIO

Your Company's Capital to Risk Assets Ratio (CRAR) calculated in line with the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (RBI Directions) is above the regulatory requirement of 15%. Your Company's asset size is Rs. 1,86,698.29 lakhs. Pursuant to the guidelines/directions issued by the RBI as applicable to a Non-Banking Finance Company (NBFC), your Company obtains a certificate from the Statutory Auditors of the Company in this regard every year.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2024 was Rs. 10,59,58,600/- comprising of 1,05,95,860 Equity Shares of Rs.10/- each. Your Company's Equity Shares are listed on BSE Limited and National Stock Exchange of India Limited.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act, the declared dividend which remained unclaimed for a period of seven years has been transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 125 of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed review of operations, state of affairs, performance and outlook of the Company is given separately in the Management Discussion and Analysis Report as required under Regulation 34 of the Listing Regulations, 2015 as "Annexure - I" to this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company's Board comprises of six Directors, four of whom are Non-executive Directors (of which three are Independent Directors) and two Executive Directors viz., a Managing Director and an Executive Director designated as Director-in-Charge. The Non-executive Directors are eminent professionals with vast experience in the area of industry, finance and law.

DIRECTOR RETIRING BY ROTATION AND RE-APPOINTMENT

In accordance with the provisions of the Act and in terms of the Articles of Association of the Company,

Mr. C. S. Nopany (DIN: 00014587) retires by rotation and is eligible for re-appointment at the forthcoming AGM. The Board of Directors of your Company commend the appointment.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee has re-appointed Mrs. Shalini Nopany (DIN: 00077299) as Managing Director of the Company for a further period of three years w.e.f. 25^th January, 2025 subject to approval of the members.

Necessary resolutions seeking approval of the members for the proposed re-appointment of Directors, along with the respective brief profile of Directors and terms of re-appointment, have been incorporated in the Notice of the ensuing AGM.

INDEPENDENT DIRECTORS

The Independent Directors of the Company have been appointed by the members for a fixed term of 5 (five) consecutive years from their respective dates of appointment/regularization in the AGM and they are not liable to retire by rotation as per requirements of the Act and Listing Regulations, 2015.

The Company's Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, 2015. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, investments, stock market operations, people management, strategy, planning and execution, auditing, tax, risk management and corporate governance systems and practices; and they hold highest standards of integrity.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar ('MCA') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

BOARD EFFECTIVENESS FAMILIARIZATION PROGRAMME

Pursuant to Regulation 25(7) of Listing Regulations, 2015, the details of the familiarization programme imparted to Independent Directors are uploaded on

the website of the Company and available at the web link:

http://www.silinvestments.in/pdfs/SIL-

FamilarisationProg-IndependentDirectors.pdf

The familiarization programme seeks to familiarize the Independent Directors with the working of the Company, their roles, rights and responsibilities, vis-a-vis the Company, the industry in which the Company operates, business model, etc.

BOARD EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, 2015, the Board has carried out an evaluation of its own performance and of the Directors individually, as well as the evaluation of the working of the Board Committees. The manner of evaluation has been explained in the Corporate Governance Report.

CRITERIA FOR SELECTION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR LEADERSHIP POSITIONS AND THEIR REMUNERATION

The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management Personnel and determining their remuneration. The policy is available on the Company's website at the web link: http://silinvestments.in/pdfs/RemunerationPolicy.pdf. The policy contains, inter alia, principles governing Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

• Mrs. Shalini Nopany, Managing Director;

• Mr. Brij Mohan Agarwal, Director-in-Charge;

• Mr. Lokesh Gandhi, Company Secretary & Compliance Officer; and

• Mr. Vikas Baheti, Chief Financial Officer.

MEETINGS OF THE BOARD

A calendar of prospective meetings is prepared and circulated in advance to the Directors. During the year, five Board meetings were convened. The details

of Board and Committee meetings held during the year under review are given in the Corporate Governance Report forming part of this Annual Report. The gap between these meetings was within the period prescribed under the Act and Listing Regulations, 2015.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for transactions which are of a foreseen and repetitive nature. A detailed statement of such Related Party Transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for their review on a quarterly basis. Suitable disclosures as required by the Indian Accounting Standards (Ind AS 24) have been made in the notes to financial statements. Form No. AOC - 2 is annexed to this Report.

Your Company has formulated a Related Party Transactions policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and is available at the web link: http://silinvestments.in/pdfs/ PolicyonRelatedPartyTransactions.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company's Internal Financial Control systems are robust, comprehensive and commensurate with the nature, size, scale and complexity of its business. The system covers all major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal Auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company's risk management with regard to the internal control framework.

The policies and procedures adopted by the Company ensures orderly and efficient conduct of its business, adherence to the Company's policies, prevention and detection of frauds and errors, accuracy and completeness of records and timely preparation of reliable financial information.

The Audit Committee actively reviews adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with business dynamics, if necessary. The Audit Committee also meets the Company's Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance of accounting policies and procedures followed by your Company.

AUDITORS REPORT

The Board has duly reviewed the Statutory Auditors' Report on the financial statements including notes to the financial statements. The Report given by the Auditors on the financial statements of the Company forms part of this Report. There has been no qualification, reservation, adverse remark, reporting of any fraud or disclaimer given by the Auditors in their Report.

STATUTORY AUDITORS

The Reserve Bank of India (RBI) vide its circular dated 27^th April, 2021 had issued guidelines for Appointment of Statutory Auditors of Commercial Banks (excluding Regional Rural Banks), Urban Co-operative Banks and NBFCs (including Housing Finance Companies) (the Guidelines). As per the said guidelines, NBFCs with an asset size of Rs. 1,000 crore or above, shall appoint Statutory Auditors for a period not exceeding three years, subject to the Statutory Auditors satisfying the eligibility norms prescribed by the RBI.

M/s. SGCO & Co., LLP the current Statutory Auditors of the Company have completed a tenure of three financial years in terms of the Guidelines issued by the RBI. The Company is therefore required to appoint an Audit firm to audit the accounts and financial statements of the Company as Statutory Auditors in place of the present Auditor M/s. SGCO & Co., LLP

The Board of Directors, on the recommendation of the Audit Committee and after considering the profile, experience and specialization, have recommended the appointment of M/s. DMKH & Co., Chartered Accountants (ICAI Firm Registration Number: 0116886W), as Statutory Auditors of the Company

in lieu of M/s. SGCO & Co., LLF, to hold office from the conclusion of the 90^th AGM till the conclusion of the 93^rd AGM of the Company to be held in 2027.

The Disclosure under Regulation 36(5) of Listing Regulations, 2015 w.r.t. the terms of appointment, details of fees payable and auditor's credentials, are provided in the notes to Notice of the ensuing AGM.

M/s. DMKH & Co., Chartered Accountants have confirmed that their appointment, if made, would be within the limits specified under Section 141 of the Act and that they are not disqualified to be appointed as Statutory Auditors under Section 141 and other relevant provisions of the Act, the provisions of the Companies (Audit and Auditors) Rules, 2014 and the Chartered Accountants Act, 1949 and that they are eligible for appointment as Statutory Auditors of NBFC's as per the RBI Guidelines.

INTERNAL AUDITORS

The Board of Directors on the recommendation of the Audit Committee have re-appointed M/s. R C. Gupta & Co., Chartered Accountants, Bhawanimandi, Rajasthan (Firm Registration Number: 012215C) as Internal Auditors of the Company. M/s. R C. Gupta & Co. have confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. R. Chouhan & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the year under review. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and is annexed to this Report.

In addition to the above and pursuant to SEBI circular dated 8^th February, 2019, a Report on Secretarial Compliance for the financial year 2023 - 24 has been submitted to stock exchanges.

RISK MANAGEMENT

As required under Regulation 17(9) of the Listing Regulations, 2015, your Company has established a well-documented and robust risk management framework. The Board of Directors of your Company have adopted the Risk Management policy which involves identification and prioritization of risk, categorization of risk into high, medium and low based on the business impact and likelihood of occurrence of risks (Risk mitigation and control measures).

The Risk Management Committee and the Board reviews the Risk Management Strategy of the Company to ensure effectiveness of the Risk Management policy and Procedures.

The Risk Management policy has been uploaded on the Company's website and is available at the web link:

http://silinvestments.in/pdfs/Rolicy/Risk%20

Management%20Rolicy.pdf

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information with regard to conservation of energy and technology absorption, in terms of Section 134(3)(m) of the Act is not applicable to your Company as your Company has no manufacturing activity. Particulars with regard to Foreign Exchange Earnings and Outgo are given in notes to financial statements.

CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. Your Company has implemented all the stipulations enshrined in the Listing Regulations, 2015 and the requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance forms part of this Report as "Annexure - II". The requisite Certificate from M/s. R. Chouhan & Associates, Company Secretaries in Rractice, confirming compliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance, which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

In conformity with Section 135 of the Act and Rules made thereunder, your Company has constituted a Corporate Social Responsibility ("CSR") Committee to oversee the CSR activities undertaken by the Company. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. Your Company has adopted a CSR policy which provides a broad framework with regard to implementation of CSR activities carried out by the Company in accordance with Schedule VII of the Act. The CSR policy may be accessed on the Company's website at the web link: http://silinvestments.in/pdfs/CSRPolicy_202223.pdf

A Report on CSR activities as prescribed under the Act and Rules made thereunder is annexed herewith as "Annexure - III".

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Company's Code of Conduct.

A Whistle Blower policy in terms of Regulation 22 of the Listing Regulations, 2015, has been formulated. Protected disclosures can be made by a whistle blower through an e-mail or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism. The Whistle Blower policy may be accessed on the Company's website at the web link: http://silinvestments.in/pdfs/WhistleBlowerPolicy.pdf

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules framed thereunder, your Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace. This has been widely communicated internally. During the year under review, the Company has not received any complaint pertaining to sexual harassment.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended 31^st March, 2024 is uploaded on the website of the Company and can be accessed at www.silinvestments.in

COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of Listing Regulations, 2015 and applicable Accounting Standards, your Company has made proper disclosures in the financial statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

COMPLIANCE OF SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements based on the financial statements received from the subsidiaries, as approved by their respective Boards have been prepared in accordance with Indian Accounting Standard 110 (Ind AS - 110) on 'Consolidated Financial Statements' notified under Section 133 of the Act, read with Companies (Accounting Standards) Rules, 2006, as applicable.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other required information pursuant to Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is provided herewith as "Annexure - IV", and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

a. that in preparation of the annual financial statements for the year ended 31^st March, 2024, applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

STATUTORY DISCLOSURES

The Directors state that there being no transactions with respect to the following items during the financial year under review and hence no disclosures or reporting is required with respect to:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Receipt of any remuneration or commission by the Managing Director/Whole-time Director of the Company from any of its subsidiaries;

3. Significant or material orders passed by the regulators or courts or tribunals that impact the going concern status and the Company's operations in the future;

4. Buyback of shares;

5. Maintenance of cost records as per sub-section (1) of Section 148 of the Companies Act, 2013;

6. Application or proceedings made under the Indian Bankruptcy Code, 2016; and

7. Agreements subsisting as at the date of the notification of clause 5A of part A of para A of Schedule III, of the Listing Regulations, 2015.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company's performance and for enhancing its inherent strength.

Your Directors also acknowledge with gratitude the encouragement and support extended by our valued members.