Sinnar Bidi Udyog Ltd

(Pursuant to Section 134 (3) of Companies Act, 2013)

Dear Shareholders,

The Directors present the Annual Report of Sinnar Bidi Udyog Limited along with the audited financial statements for the financial year ended March 31,2024. The consolidated performance of the Company and its Associates has been referred to wherever required.

1. Corporate Overview:

Sinnar Bidi Udyog Ltd ("Your Company" or "The Company") is engaged in the activity of trading of Tobacco and processing of Tobacco. The Company has its corporate head office at Nashik.

2. Finanical Performance:

The standalone and consolidated financial results for the Financial Year 2023-24 are as under:

(Rupees in Lakhs)

The Company's main activities of trading of Tobacco and processing of Tobacco were continued during the financial year ended 31^st March 2024. The sales turnover of the Company has decreased further in the financial year under review. The increase in cost of tobacco has impacted the margins of the Company and resulted in operational loss for the year. However, the profit arises from the sale of some of the fixed assets of the company. The reason for operational losses, year after year is the tobacco industry itself, which is regulated by stringent regulations and offers very limited scope for expansion or growth.

In order to conserve capital for the future, the directors do not recommend any dividend for FY 2023-24.

No amounts are proposed to be transferred to the reserves.

During the year under consideration, the Company has not made any changes in the nature of its business.

During the year, there was no change in the status of the Company. The Company is a listed entity and going concern. The shares of the Company continue to be listed on the BSE (Bombay Stock Exchange) only.

There were no significant and Material orders passed by any regulators, courts or tribunals which have an impact of affecting the Company's going concern status and operation of the Company in the Future.

There are no material changes or commitments affecting the financial position of the Company occuring between the end of the Balance Sheet Date and the date of this report.

The Composition of Board of Directors of the Company is in accordance with the Companies Act 2013. During the year there were no change in composition of the Board.

The following are the Key Managerial Personnel of the Company as on 31^st March 2024:

1. Mr. Ramdas Prabhakar Jadhav: Whole Time Director & CFO

2. Ms. Pratiksha Suresh Shah: Company Secretary

During the financial year 2023-24, the Board of Directors of the Company met Five times. The Meetings were convened and held in compliance with Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulation 2015. The details of attendance of Diretors for Board as well as Commitee meetings is attached to Boards Report as Annexure- 1. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

13. Audit Conunitee:

During the year 2023-24, the Board had Audit Commitee, which was formulated in terms of the Provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

The Composition of Audit Committee is as follows as on 31^st March 2024 -

The Audit Committee duly met four times in F.Y. 2023-24, details of which are attached to Boards Report as Annexure-1. The Meetings were convened and held in compliance with Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulation 2015. The Board has accepted all the recommendations of Audit Committee.

14. Nomination and Remuneration Committee:

The Committee met once in financial year 2023-24, details of which are attached to Boards Report as Annexure-1.

15. Stakeholders Relationship Committee:

During the year 2023-24, the Board had Stakeholders Relationship Committee which was formulated in terms of the Provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure requirements), 2015.

The Committee met five times in financial year 2023-24, details of which are attached to Boards Report as Annexure-1.

16. Meeting of Independent Directors:

A Seperate meeting of Independent Directors of the Company was held on 04^th March 2024 in terms of Schedule IV of the Companies Act 2013 details of which are attached to Boards Report as Annexure-1.

17. Code of conduct for Board Members and Senior Managerial Personnel:

The Company has framed a code of conduct for all the Board members and senior management of the Company. All the Board members and senior managerial personnel affirm the compliance with the code on annual basis.

In terms of provisions of Section 152(6) (a) of the Companies Act, 2013, Mr. Bhausaheb Pawar and Mr. Laxminarayan Karwa, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

The Company has received the declarations from its Indepenent Directors pursuant to section 149(7) to the effect that they meet the criteria of Independence and the same is duly recorded in the first Board meeting held in the financial year.

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices, the website link is available at-

The Company has Authorized and Paid-up Share capital of Rs. 20,00,000 as on 31^st March 2024. There was no change in the share capital of the Company during F.Y. 2023-24.

The Company has established a vigil mechanism policy for the directors and its employees to report genuine concerns about the illegal and unethical practices and behaviour, actual or suspected fraud or the violation of the Company's Code of Conduct or the ethics policy without fear of reprisal, and hence to help ensure that the Company continues to uphold its high standards. The said policy is posted on the website of the Company. The Policy is established under Section 177(10) of the Companies Act, 2013.

The disclosures as required under Section 197 of the Companies Act, 2013 and rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-2.

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The salary payable to the WTD and CFO and Company Secretary is as per the Nomination and Remuneration Policy. This policy also lays down criteria for selection and appointment of Board Members and annual evaluation of the performance of every director of the Company. The same is available on the website of the company.

Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing retums.The Board has formulated a risk management policy for the Company, identifying the areas of risk for the Company and the same has been implemented.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking

into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed during the year under review.

The Nomination and Remuneration policy lays down the creteria for formal annual evaluation of the performance of the Board and the individual directors. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Accordingly the Company has evaluated the performance of the Board and the individual directors.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience (including proficiency) and qualification.

The Whole Time Director does not receive any commission from the Company or its associate companies.

The Statutory Auditors, M/s Daga & Chaturmutha, Chartered Accountants (FRN: 101987W), were appointed by the members at the 49^th Annual General Meeting of the Company held on September 29, 2023 and will complete their present term of five years on conclusion of the 54^th Annual General Meeting.

There are no adverse comments or remarks in the Statutory Audit Report provided by the auditors, M/s Daga & Chaturmutha, Nashik, which require clarification from the directors. The Notes on financial statements are self-explanatory, and need no further explanation.

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. JHR & Associates, Company Secretary in Practice to undertake the Secretarial Audit for F.Y 2023-24.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/ s JHR & Associates, Company Secretaries, Thane, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in form MR-3 is attached to the Board's Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board based on the Recommendation of Audit Committee, appointed

M/s Ratan Chandak & Co, Chartered Accountant having FRN: 108696W, Nashik as Internal Auditor of the Company for conducting internal audit of the Company for F.Y 2023-24.

The provisions for maintenance of cost record and audit of the cost records were not applicable to the Company during the financial year ended 31^st March 2024.

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or Employees to the Audit Committee or to Central Government under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report

The provisions of section 135 of the Companies Act, 2013 regarding the Corporate Social Responsibility are not applicable to the company. However, the Board of Directors recognize the Company's Social obligations and may incur the expenses on CSR activities voluntarily, whenever they deem fit.

In terms of Section 92(3) of the Act, the annual return of the Company for the financial year ended March 31,2024 shall be available on the Company's website at - sinnarbidi.com/download/annual return sbul 31032024.pdf

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit of the Company for the year ended on that date;

iii. the directors have 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 annual accounts have been prepared on a going concern basis;

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

vi. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company has not given any loans or guarantee or provided security in connection with loan to any other body corporate or persons as governed under the provisions of section 186 of the Companies Act, 2013. The Company has neither acquired nor purchased any securities of any other body corporate during the financial year.

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted.

All related party transactions are mentioned in the Financial Statements. The statement of related party transactions is attached to the Board Report in form AOC-2 as Annexure -3.

The Company has two associate companies:

1. Vidarbha Bidi Limited

2. Tip Top Health Zone Private Limited

None of the other companies became the subsidiary, joint venture, or Associates companies of the Company nor they ceased to be its subsidiary, joint venture or associate. The details of investments held in Associate Companies is annexed to the Board Report in form AOC-1 as Annexure-4.

The Company has taken steps for conservation of energy at its processing plant and office premises. The actvities of the Company offer less scope for absorption of Technology.

There was no foreign exchange earning or outgo during the financial year under consideration.

The Company has not accepted any deposits in the financial year either from Members or public in terms of section 73 and 76 of the Companies Act 2013.

The Internal Complaints Committee constituted under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, has not received any cases/ compliants during the year.

Your Company has an effective internal control system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Audit Committee of the Company actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

As per the Regulation 15(2) of the SEBI (LODR) Regulations 2015, as the paid up equity share capital and Net worth of the Company is less than the limits mentioned in the regulations, compliance under Regulation 27(2) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company.

As such, the requirement for submitting report on Corporate Governance is not applicable to the Company and hence it does not form a part of this report.

Directors confirm that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India have been duly complied by the Company.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

The Wholetime Director and the Chief Financial Officer give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations that the financial results do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading.

In accordance with the requirements of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, WTD and CFO have given appropriate certifications to the Board of Directors and the same has been appended as 'Annexure-5' to this report.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

During the year under review, there were no instances of onetime settlement with any Bank or Financial Institution.

Pursuant to SEBI circular No - CIR/CFD/POLICY CELL/7/2014 dated 15^th September 2014, compliance with the provisions of Clause 49 shall not be mandatory for Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs. 25 crore, as on the last day of the previous financial year. As the company does not exceed the threshold mentioned above, detailed report on Management Discussion and Analysis (MDA) Report is not attached.

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work and support, your Company's achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers, Government and Non Government Authorities for their continued support and faith reposed in the Company.