Sangam (India) Ltd Directors Report

OPERATIONAL RESULTS AND STATE OF AFFAIRS Standalone

The Company?s Revenue from Operations during 2022-23 is 2,715.30 Crore as against 2,437.76 Crore during previous year.

The Profit before depreciation and tax (PBDT) is 239.66 Crore during 2021-2022 as against 254.71 Crore in previous year. The Net Profit after tax of the Company is 134.54 Crore in the current year as against 140.22 Crore in previous year.

Consolidated

The Company Revenue from Operations during 2022-23 is 2,712.30 Crore as against 2,437.76 Crore during previous year. The Net Profit after tax of the Company is 130.54 Crore in the current year as against 139.94 Crore in previous year.

During the year, the Company?s had export revenue of 757 Crore as against 921 Crore in previous year. The exports constituted about 28% of the total revenue of the Company.

EXPANSION PROGRAM SPINNING DIVISION

The Company?s has expanded the projects phase II for installation of 32,832 spindles for manufacturing of Cotton yarn at Spinning Unit-II, Village Sareri Bhilwara (Raj.) having total outlay of 138 Crore. The production capacity of expansion projects phase II is 10,500 metric tons per annum.

DENIM DIVISION

The Company has expanded the project for installation of 81 looms for manufacture of denim fabrics at Denim Unit, Village Biliya Kalan, Bhilwara (Raj.) having total outlay of 180 Crore.

WEAVING DIVISION

Sangam Ventures Limited (a Wholly Owned Subsidiary Company) has expanded the projects for installation of 106 Circular Knitting Machines for manufacturing of Seamless Garments at Village Atun, Chittorgarh Road, Bhilwara, Rajasthan having total outlay of 157 Crore. The partial commercial production and sales is started in the month of April, 2022.

The Company has expanded and modernise program of its weaving and processing units situated at Village Atun, Chittorgarh Road, Bhilwara (Raj.) having total outlay of 108 Crore. Due to this capacity of fabric production shall be increased by 15.00 Lakhs Meters / Month will lead to total capacity of 40.00 Lakhs Meters / Month.

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 2022-23, subject to the approval of the shareholders at the ensuing Annual General Meeting.

SHARE CAPITAL

The paid-up share capital of your company increased by 4,342.15 to 4,504.65 Lakhs during the year under review. The Board of Directors of the Company allotted 11,25,000 equity shares as sweat equity on 01^st August, 2022 to the persons belonging to the promoter and promoter group. The issue of sweat equity shares was approved by shareholders of the Company in Extra-Ordinary General meeting held on 16^th July, 2022.

During the period under review, 5,00,000 Warrants has been converted into equal number of Equity Shares of 10/- each at a premium of 170/- per share on 28th September, 2022 to non-promoter.

The sweat equity shares and Equity shares issued by conversion of warrants have been listed with NSE & BSE during the year under review.

EMPLOYEES BENEFITS SCHEME(S)

During the year under review, the shareholders of the Company has approved the Sangam (India) Limited Employees Stock Option Scheme- 2022 (ESOP Scheme, 2022) in the ExtraOrdinary General Meeting held on 16th July, 2022. The pool of the ESOP Scheme is 10,00,000 Options which shall be convertible into equal number of shares.

During the year, the Company has granted 4,27,500 (Four Lakhs Twenty Seven Thousand Five Hundred) Stock Options under Sangam (India) Limited Employees Stock Option Scheme- 2022. to the eligible employees of the Company, its Group Company including its Subsidiary Company. The Sangam (India) Limited Employees Stock Option Scheme- 2022 is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The ESOP Scheme of the Company has been implemented in accordance with SEBI (Share Based Employee Benefits& Sweat Equity) Regulations, 2021 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 Sangam (India) Limited Employees Stock Option 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.

The Board of Directors proposed to increase the Pool of the Scheme to 22,50,000 (Twenty Two Lakhs Fifty Thousand) Options which shall be convertible into equal number of shares and other amendments for approval of the Shareholders in this Annual General Meeting.

WHOLLY OWNED SUBSIDIARY COMPANY

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

In accordance with Section 129(3) of the Companies Act, 2013 ("Act"), the company has prepared a Consolidated Financial Statements of the company and its subsidiary, 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, 2023, based on the financial statements received from Wholly Owned Subsidiary Company as approved by its Board of Directors, have been prepared in accordance with the applicable accounting standards as prescribed under the Companies (Accounts) Rules, 2014 and 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 re-enactment(s) 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 4,10,188 and 5,095 Equity Shares 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 fixed 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 that were entered into during the financial year were on arm?s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act 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. 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 entered into during the financial year were placed before the Audit Committee and the Board of Directors for their review and approval. Prior omnibus approval of the Audit Committee is obtained 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. Related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. There were no material subsidiary companies as define in Regulation 16(1)(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 no. 53 to the financial statements of the Company for the financial year ended 31^st March, 2023.

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/financials/Policies/ RPT%20Policy.pdf

DIRECTOR AND KEY MANAGERIAL PERSONNEL

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

In terms of the provisions of the Companies Act, 2013, Shri. V. K. Sodani, Executive 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 reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Shri Sudhir Maheshwari has been appointed as Director in category of Non- Executive Independent Director of the Company w.e.f. 01^st August, 2022 to hold office for a term of 3 years. Dr. S.N. Modani, Managing Director and Shri V. K. Sodani, Executive Director of the Company has been re-appointed for a period of five years effective from 01^st October, 2022 at the 36^th Annual General Meeting.

The Key Managerial Personnel ("KMP") of your Company are Shri R.P Soni, Chairman, Dr. S.N. Modani, Managing Director & CEO, Shri V.K. Sodani, Executive Director, Shri Anurag Soni, Director & CFO and Shri A.K. Jain, Company Secretary.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section

149(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.

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 in their separate meeting have reviewed the performance of non-independent 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 link http://www.sangamgroup.com/financials/Policies/ Remuneration%20Policy.pdf

BOARD OF DIRECTORS AND MEETINGS

The members of the Company?s Board of Directors 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.

Seven 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 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 Board of Directors has 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 were adequate and operating effectively and the Company has complied with all applicable Secretarial Standards during the year under review.

AUDIT COMMITTEE

The Audit Committee was constituted by the 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 Regulation 18 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.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Your Company has formulated familiarisation program 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 program 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 Citizen would continue to make a serious endeavor for improvement in quality of life and betterment of society through its CSR related initiatives.

During the current year, the Company has spent 277.94 Lakhs on CSR activities. 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.

INTERNAL FINANCIAL CONTROL

The Board of Directors feel that adequate control systems are the backbone of any Company. The Directors endeavour to place adequate 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 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 on the internal controls over financial reporting (as defined in 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 adopted a Whistle Blower Policy. 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.

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. The Corporate Governance Report and Certificate from practicing company secretaries confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the Listing Regulations form part of this Board?s 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.

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 36th Annual General Meeting of the Company held on 29^th September, 2022 till the conclusion of the 41st Annual General Meeting to be held in the year 2027.

AUDITORS REPORT

As regards Auditors observations, the relevant notes on account are self-explanatory and therefore, do not call for any further comments. The Auditors? Report does not contain any qualification, reservation or adverse remark.

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 2023-24, subject to the approval of the members at the ensuing Annual General Meeting.

COST RECORDS

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.

SECRETARIAL AUDITOR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, M/s. B K Sharma and Associates, Company Secretaries was appointed as Secretarial Auditors to conduct secretarial audit of the Company for the 2022-23. The Secretarial Audit Report for the 2022-23 is attached as Annexure-IV. The observations in the report are self-explanatory and therefore, do not call for any further comments.

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, 2023 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.

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 by the any Regulators or Courts or Tribunals impacts the going concern status and Company?s operations in future;

c) No fraud was reported by the Auditors to the Audit Committee or Board;

d) 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 status as 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 confirm 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, 2023 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, 2023 on a going concern basis;

5. They 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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report 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.

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 the 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