Sangam (India) Ltd

To the Members

The Board of Directors presents the 38^th Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31^st March, 2024.

FINANCIAL PERFORMANCE AND HIGHLIGHTS

The audited financial statements (standalone and consolidated) prepared by the Company, in accordance with the Indian Accounting Standards [Ind AS], are provided in the Annual Report of the Company. The highlights of financial performance (standalone and consolidated) of the Company for the financial year ended 31^st March, 2024 are as under:

OPERATIONAL RESULTS AND STATE OF AFFAIRS Standalone

The Company's Revenue from Operations during 2023-24 is ' 2,647.97 Crore as against ' 2,715.30 Crore during previous year.

The Profit before depreciation and tax (PBDT) is ' 143.83 Crore during 2023-2024 as against ' 239.66 Crore in previous year. The Net Profit after tax of the Company is ' 38.09 Crore in the current year as against ' 134.54 Crore in previous year.

Consolidated

The Company Revenue from Operations during 2023-24 is ' 2,628.06 Crore as against ' 2,712.30 Crore during previous year. The Net Profit after tax of the Company is ' 40.82 Crore in the current year as against ' 130.54 Crore in previous year.

During the year, the Company's had export revenue of ' 867 Crore as against ' 757 Crore in previous year.The exports constituted about 33% of the total revenue of the Company.

EXPANSION PROGRAMME SPINNING DIVISION

The Company has planned expansion & modernisation of its spinning unit situated at Village Sareri, Bhilwara (Raj.) with a financial outlay of ' 344,00 Lakhs, for which the financial closure has been made successfully with its bankers with a term loan of ' 258,00 Lakhs and the balance by internal accruals.

WEAVING DIVISION

The Company has planned expansion & modernisation of its weaving unit situated at Village Atun, Chittorgarh Road, Bhilwara (Raj.) with a financial outlay of ' 16,061 Lakhs, for which the financial closure has been made successfully with its bankers with a term loan of ' 12,000 Lakhs and the balance by internal accruals.

TRANSFER TO RESERVE

The Board of Directors of the Company has not proposed to transfer any amount to General Reserve of the Company during the period under review.

DIVIDEND

The Board of Directors is pleased to recommend a dividend of ' 2/- per Equity Share of the face value of ' 10/- each (@20%) for the 2023-24, subject to the approval of the shareholders at this Annual General Meeting.

CHANGE IN CAPITAL STRUCTURE

The paid-up share capital of your company increased by ' 4504.65 Lakhs to ' 5024.65 Lakhs during the year under review.

The Board of Director of the Company, in its meeting held on 13^th December, 2021, has allotted 57,00,000 Warrants at a price of ' 180/- convertible into similar number of equity shares of ' 10/- each to Investor, Promoters and Promoter(s) group of the Company on preferential basis.

Out of the total 57,00,000 Warrants, the warrant holders holding 5,00,000 warrants had exercised their right of conversion of warrants into equity shares and 5,00,000 equity shares of ' 10/- each fully paid up at a Premium of ' 170/- per share has been allotted on 28^th September, 2022.

During the year under review, the warrant holders holding

52.00. 000 warrants have exercised their right of conversion of warrants into equity shares and the Board of Directors have allotted 37,00,000 Equity Shares on 28^th April, 2023 and

15.00. 000 Equity Shares on 2^nd June 2023 .

EMPLOYEES BENEFITS SCHEME(S)

During the year under review, the shareholders of the Company has approved the amendment to Sangam (India) Limited Employees Stock Option Scheme- 2022 (ESOP Scheme, 2022) in the Annual General Meeting held on 22^nd September, 2023. The pool of the ESOP Scheme, 2022 is 22,50,000 Options which shall be convertible into equal number of shares.

During the year, the Company has granted 1,28,000 (One Lakh Twenty Eight Thousand) Stock Options under (ESOP Scheme, 2022) to the eligible employees of the Company and of its Subsidiary Company.

The (ESOP Scheme, 2022) is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The ESOP Scheme, 2022of the Company has been implemented in accordance with the SEBI (S B E B SE) Regulations and the resolutions passed by the shareholders approving the said plan.

A certificate from the Secretarial Auditor of the Company in this regard would be available at the Annual General Meeting for the inspection by the Members.

The weblink of the Disclosure with respect to the ESOP Scheme, 2022 of the Company in pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as per Part-F of Schedule-I of the said regulations is https:// sangamgroup.com/financials/Handbook/esopdisclosure.pdf

WHOLLY OWNED SUBSIDIARY COMPANY

Sangam Venture Limited ("SVL") is Wholly Owned Subsidiary of the Company to setup a world class plant for seamless garments. The product range comprises of garments in various blends such as polyamide, spandex, polypropylene and natural fibres.

Your Company does not have any associate company/ Joint venture

In accordance with Section 129(3) of the Companies Act,

2013 ("Act"), the Company has prepared a Consolidated Financial Statements of the Company, which is forming part of the Annual Report. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including Consolidated Financial statements, Auditors' Report and every other document and related information of the Company, wherever applicable, are available on the Company's website www.sangamgroup.com.

The Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules,

2014 is annexed as Annexure I.

The Company has adopted the policy for determining material subsidiaries in term of Regulation 16(1)(c) of SEBI (LODR) Regulations, 2015 as amended from time to time and the policy may be accessed on the Company's website at weblink: https://sangamgroup.com/financials/Policies/ Material%20Subsidiaries%20Policy.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements for the Financial Year ended 31^st March, 2024, based on the financial statements received from Wholly Owned Subsidiary Company as approved by the Board of Directors, have been prepared in accordance with the applicable accounting standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 ("the Act") and forms an integral part of this Annual Report.

UNCLAIMED DIVIDEND AND SHARES

In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") (including any statutory modification(s) or reenactments) thereof for the time being in force), mandates the companies to transfer the amount of dividend, which remained unclaimed, for a period of seven years, from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules also mandate that all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of IEPF.

During the years under review, the Company has transferred the unclaimed dividend of ' 4,06,672 to IEPF. The shareholders may note that both the unclaimed dividend and corresponding shares, which has been transferred to IEPF, including all benefits arising on such shares, can be claimed from IEPF as per the procedure provided under the applicable provisions of the Companies Act, 2013.

The details of the unclaimed dividends and shares so transferred have been uploaded in the Company's website https://sangamgroup.com/investors-handbook/

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and rules made thereunder.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities covered under Section 186 of the Companies Act, 2013 form part of the notes to the Standalone Financial Statements of the Company.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions during the financial year were on arm's length basis and in the ordinary course of business. These transactions were made in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large.

The particulars of contracts or arrangements with related parties referred to Section 188(1) of the Act, in the prescribed form AOC-2 is annexed to the Board's Report as Annexure II.

All related party transactions made during the year were placed before the Audit Committee and the Board of Directors for their review and approval Prior omnibus approval of the Audit Committee has been taken on an annual basis for the transactions which are repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. The statement of all the Related party transactions entered were placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. There was no material subsidiary company as defined in Regulation 16(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Related party transactions entered during the financial year under review are disclosed in Notes to the financial statements of the Company for the financial year ended 31^st March, 2024.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company's at weblink: https://sangamgroup.com/investors-handbook/

DIRECTOR AND KEY MANAGERIAL PERSONNEL

The Board of Directors consistsed of 9 (Nine) members, of which 5 (Five) are Independent Directors. The Board also comprises of one woman Independent Director.

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Dr. Shri Niwas Modani, Vice Chairman & Wholetime Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Nomination and Remuneration Committee and the Board recommend his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

During the year under review, following changes in Directors and KMPs took place:

• Appointment of Mr. Anurag Soni (DIN: 03407094) as Managing Director of the Company for a term of five years w.e.f. 10^th August, 2023.

• Appointment of Dr. S. N Modani (DIN: 00401498) as a Whole Time Director designated as Vice Chairman of the Company for a term of five yearsw.e.f. 10^th August, 2023.

• Appointment of Mr. Suratram Ramjas Dakhera as Chief Financial Officer of the Company w.e.f. 10^th August, 2023.

• Smt. Aparna Sahay has been appointed as Director in the category of Non-Executive-Independent Director of the Company w.e.f. 26^th October, 2023 to hold office for a term of one year.

• Resignation of Mr. Anil Kumar Jain as the Company Secretary of the Company w.e.f. 10^th February, 2024.

The Key Managerial Personnel ("KMP") of your Company are Mr. R.P Soni, Chairman, Dr. S.N. Modani, Vice Chairman, Mr. Anurag Soni, Managing Director, Mr. V.K. Sodani, Whole Time Director and Mr. Suratram Ramjas Dakhera, Chief Financial Officer.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and confirmation that they have complied with the Code of Independent Directors prescribed in the Schedule IV of the Companies Act, 2013. The terms and conditions for the appointment of the Independent Directors are disclosed on the website of the Company.

After the end of the Financial Year to the date of this Board Report, the Board of Directors has appointed Mr. Arjun Agal as Company Secretary of the Company w.e.f. 31^st July, 2024.

The second term of 5 years of Mr. Tapan Kuamr Mukhopadhyay; Mr. Achintya Karati is being completed at the conclusion of this Annual General Meeting.

In consideration of the provisions of Regulation 17(1E) of the SEBI (LODR) Regulations, 2015, the Board of Directors in its meeting held on 12^th August, 2024 has appointed Mr. Dinesh Chander Patwari (DIN: 10060352); Mr. Upendra Prasad Singh (DIN: 00354985) and Ms. Irina Garg (DIN:10732703) as Independent Directors of the Company for a period of Three years with effect from 12.08.2024 to 11.08.2027. The Board recommended the resolutions for the approval of their appointment in this Annual General Meeting in terms of Section 152 of the Companies Act, 2013 and Regulation 17(1C) of the SEBI (LODR) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Policy has been in place for the appointment of Directors and Senior Management and fixation of their remuneration. The Nomination and Remuneration Committee and Board reviewed the performance of Board, its committee and all Individual Directors of the Company and expressed its satisfaction over the performance of them.

The Independent Directors of the Company held their meeting separately to review the performance of nonindependent directors, Chairperson and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same. The Nomination and Remuneration Policy is available under the weblink https:// sangamgroup.com/financials/Policies/Remuneration%20 Policy.pdf

BOARD OF DIRECTORS AND MEETINGS

The members of the Board of Directors of the Company are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation for attending the meetings.

The Board meets at regular intervals to discuss and decide on Company's business policy and strategy apart from other Board businesses. The Board exhibits strong operational oversight with regular presentations in every quarterly meeting.

Four meetings of the Board were held during the year. The detail of meetings of the Board held during the year forms part of the Corporate Governance Report. The maximum interval between any two consecutive meeting did not exceed 120 days as prescribed under the Act.

The Company recognises and embraces the benefits of having a diverse Board of Directors to enhance the quality of its performance. The Company considers increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. The identified key skills/expertise/ competencies of the Board and mapping with individual director are provided in the 'Corporate Governance Report', forms a part of this Report.

The Composition of the Board and its committee has also been given in the report on Corporate Governance.

SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India ('ICSI') and that such systems has been adequate and operating effectively and the Company has complied with all applicable Secretarial Standards during the year underreview.

AUDIT COMMITTEE

The Audit Committee has been constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. Listing Regulations. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation18 of the Listing Regulations, 2015. All the members of the committee are financially literate and Mr. Achintya Karati, Chairman of the Committee is an Independent Director and possesses financial expertise.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There are no material changes or commitments affecting the financial position or business activities of the Company between the end of the Financial Year and the date of this Board's Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has formulated familiarisation programme for the Independent Directors to familiarise them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model of the Company etc. The details of such familiarisation programme is available on the website of the Company at the weblink: http://www.sangamgroup. com/financials/Policies/FP%20Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is committed to make a positive contribution to communities where it operates. Pursuant to Section 135 of the Companies Act, 2013, the Company constituted CSR committee and formulated CSR Policy as guiding principle for undertaking CSR activities. The Company's vision on CSR is that the Company being a responsible Corporate entity would continue to make endeavors for improvement in quality of life and betterment of society through its CSR related initiatives.

During the current year, the Company has spent ' 228.17 Lakhs on CSR activities by itself and through implementing agencies. The disclosures of CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed as Annexure - III hereto and form part of this report.

RISK MANAGEMENT POLICY

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy aimed at creating and protecting shareholders value by minimising threats and losses and identifying and maximising opportunities. The risk management policy defines the risk management approach across the enterprise at various levels, including documentation and reporting.

The Board of Directors has constituted Risk Management Committee and the committee has been monitoring and reviewing the risk management plan and do such functions as delegated by the Board.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors believes that adequate internal control systems are the backbone of any Company. The Directors endeavour to place adequate internal control systems commensurating with the size of the Company to ensure that all assets are properly safeguarded and that all the information provided to the management is reliable and also the obligations of the Company are properly adhered. The Directors inform the members that in pursuit of strengthening internal financial control systems, your Company has put in place a system whereby all areas of the operations of the Company are reviewed by the internal as well as external professionals and independent audit firms. Your Company takes adequate measures with respect to gaps, if any, reported.

M/s. R. Kabra & Co. LLP, Chartered Accountants (FRN: 104502W/W100721) and M/s O.P Dad & Co., Chartered Accountants (FRN: 002330C), the Statutory Auditors of the Company audited the financial statements included in this Annual Report and issued a report that the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls as per Section 143 of the Companies Act, 2013.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

In pursuance of Section 177 (9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and with the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct, the Company has formulated a vigil mechanism/ Whistle Blower Policy for directors and employees to report genuine concerns. The policy has been disclosed on the website of the Company under the link http://www.sangamgroup.com/ financials/Policies/Whistle%20Blower%20Policy.pdf

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board. During the year under review, the Company has not received any complaint under this policy.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations set out in the Listing Regulation and have implemented all the prescribed requirements. A Corporate Governance Report and Certificate from Practicing Company Secretary confirming compliance of conditions, as stipulated under the SEBI (LODR) Regulations, forms an integral part of this Annual Report.

CODE OF CONDUCT

A declaration signed by the Managing Director in regard to compliance with the Code of Conduct by the Board Members and Senior Management personnel, also forms part of the Annual Report.

AUDITORS AND AUDITORS' REPORT

A. STATUTORY AUDITORS

In accordance with the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, M/s. R. Kabra & Co. LLP Chartered Accountants (FRN: 104502W/W100721) for a first term and M/s O.P Dad & Co., Chartered Accountants (FRN: 002330C) for second term were appointed as the Statutory Auditors of the Company for a period of five years to hold office from the conclusion of the 36^th Annual General Meeting of the Company held on 29^th September, 2022 till the conclusion of the 41^st Annual General Meeting to be held in the year 2027.

As regards Auditors observations, the relevant notes on account are self-explanatory and therefore, do not call for any further comments. The Auditors' Report on the financial statements (standalone and consolidated) of the Company for the financial year ended 31^st March, 2024, which forms part of this Annual Report. The Reports on standalone and consolidated financial statements does not contain any qualification, reservation or adverse remark or disclaimer.

B. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of Cost Records every year. The Board after considering the recommendations of its Audit Committee has appointed M/s K.G. Goyal & Company, Cost Accountants, Jaipur (Firm Registration No. 000017) as cost auditors for the financial year 2024-25

The Cost accounts and records, as required to be maintained under Section 148 (1) of the Companies Act, 2013, are duly made and maintained by the Company.

C. SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. B K Sharma and Associates, Company Secretaries (Membership No. 6206) have been appointed as Secretarial Auditors of the Company to conduct secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is attached as Annexure-IV There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report. Information referred to in the Secretarial Auditors' Report are selfexplanatory and do not call for any further comments.

Annual Secretarial Compliance Report

A Secretarial Compliance Report, pursuant to regulation 24A of the SEBI (LODR) Regulations, for the financial year 2023-24 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder shall be obtained from M/s B K Sharma and Associates, Company Secretaries and shall be placed on the website of the Company and be submitted to Stock Exchanges.

REPORTING OF FRAUDS BY AUDITORS

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

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

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act and the Rules framed thereunder, including constitution of the Internal Complaints Committee (ICC). The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the Financial Year ended 31^st March, 2024 no complaint was reported.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-V to the Board's Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure- VI to the Board's Report.

INVESTOR RELATIONS

Your Company interacted with Indian and overseas investors and analysts through one-on-one meetings, conference call and regular quarterly meetings during the year. Earnings call transcripts/recording of the meeting on quarterly/event based meetings are posted on the website of the Company under the link https://sangamgroup.com/ investors-handbook/

PREVENTION OF INSIDER TRADING

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ('SEBI (PIT) Regulations'), the Board has adopted a code of conduct to regulate, monitor and report trading by Designated Persons to preserve the confidentiality of price sensitive information, to prevent misuse thereof and regulate trading by designated persons. It prohibits the dealing in the Company's shares by the promoters, promoter group, directors, designated persons and their immediate relatives, and connected persons, while in possession of unpublished price sensitive information in relation to the Company, and during the period(s) when the Trading Window to deal in the Company's shares is closed. Pursuant to the above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of the SEBI (PIT) Regulations. The code is available on the Company's website at https://www.sangamgroup.com.

The Board of Directors have also formulated a code of practices and procedures for fair disclosure of unpublished price sensitive information containing policy for determination of 'legitimate purposes' as a part of this Code, which is available on the Company's website at https:// www.sangamgroup.com

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise;

b) No Significant and material orders were passed byany Regulators or Courts or Tribunals which would impact the going concern status and Company's operations in future;

c) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,2016 (31 of 2016) during the year along with their statusas at the end of the financial year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under clause (c) of sub- section(3) of Section 134 of the Act, with respect to the Directors' Responsibility Statement, the Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. They 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 as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

3. They 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;

4. They had prepared the annual accounts of the Company for the year ended on 31^st March, 2024 on a going concern basis;

5. They had laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate and were generally operating effectively; and

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis for the year under review as stipulated under the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is being given separately and forms part of this Annual Report.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), and the listing fee for the year 2024-25 has been duly paid.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy is displayed on the website of the Company at https:// sangamgroup.com/financials/Policies/distrubution.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report is being given separately and forms part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read with Companies (Management & Administration) Rules,2014, the annual return in the prescribed form is available on the website of the Company at www.sangamgroup.com

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.