Sir Shadi Lal Enterprises Ltd Directors Report

DIRECTORS REPORT

DEAR SHAREHOLDERS,

Your Directors hereby present the 90th Annual Report and the Financial Statements of the Company for the financial year ended March 31, 2024.

FINANCIAL RESULTS

During the year under review, the sugar segment of your Company work satisfactory However the Distillery unit has not worked satisfactorily. The summarized financial results of the Company are presented below:

		(Rs. in Lakhs)
Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
a) Total Revenue	46254.13	55296.81
b) Profit (Loss) before providing for Exceptional Item and Depreciation	(79.79)	(1852.90)
c) Less: Exceptional Item	-	-
d) Less: Provision for Depreciation	(998.46)	(1109.29)
e) Profit (Loss) before Tax	(918.67)	(2962.19)
f) Profit (Loss) from Continuing Operation	-	-
g) Profit (Loss) from Continuing Operation	(918.67)	(2962.19)
h) Profit (Loss) from discontinuing Operation	-	-
i) Profit (Loss) for the year	(918.67)	(2962.19)
j) Other Comprehensive Income	43.32	(94.18)
k) Gain on Revaluation of Land	37781.55	-
l) Total Comprehensive Income for the period	36906.20	(3056.37)
m) Basic earnings per share of Rs 10/-each (Rs)	(17.499)	(56.423)
n) Diluted earnings per share of Rs.10/-each (Rs)	(17.499)	(56.423)

TRANSFER TO REASON

No amount is proposed to be transferred to the General Reserve out of the amount available for appropriation.

DIVIDEND

In view of the Current year loss and carry forward losses, the Company does not have any divisible profits available for payment of dividend to equity shareholders. The Directors have therefore not recommended payment of any dividend for the year ended March 31,2024. Dividend Distribution Policy of the Company has been hosted on the website of the Company i.e., www.sirshadilal.com.

FINANCE

Due to increase in recovery the losses of the Company is very low and the Company is regularly paying its debts as a result of which Company Interest Cost is decreasing, which is viewed favourably by the Bankers. The Banks, however, continue to be cautious in increasing their exposure to the sugar industry, keeping in view the risk of Government intervention in the form of raw material pricing.

INDIAN ACCOUNTING STANDARDS

Pursuant to notification dated February 16,2015 issued by the Ministry of Corporate affairs, the Company has adopted the Indian Accounting Standards ("Ind As") notified under the Companies (Indian Accounting Standards) Rules, 2015 as applicable to it with effect from April 01, 2017 with the transition date April 01, 2016. Accordingly, the Financial Statements have been prepared in compliance with Ind AS and the comparative information of the previous years has been provided as per the prescribed requirements.

CREDIT RATING

The rating of the company for the financial year2023-24 was B+ and the company had assigned the work of credit rating to Informerics Rating & Research Pvt Ltd. and the same is awaited for the Financial Year 2024-25. This reflects improvement in the business risk profile which is expected to remain steady with moderate growth over the medium term. The rating however remains constrained on account of working capital intensive operation with significant accumulated losses and a high degree of regulatory risk in sugar industry.

Material changes and commitments affecting the financial position between end of the financial year and date of the report.

There have been no material changes or commitments made which affect the financial position of the Company between end of the financial year and date of the report.

COMPANY OPERATIONS:

The operating performance of the sugar unit for crushing season 202324, as compared to the previous crushing season 2022-23, is as under:

Particulars	2023-24	2022-23
i) Gross working days	146	194
ii) Cane crushed (lakh/qtls.)	74.66	99.83
iii) Average cane crush (qtls./day)	51138	51460
iv) Manufacturing losses (%)	2.09	2.07
v) Steam Consumption (% cane)	51.63	51.45
vi) Average sugar recovery (% cane)	11.07	10.15
vii) Downtime (%)	9.36	11.24
viii) Sugar production (lakh/qtls)	8.27	10.13

The Company cane crush was 74.66 Lakhs qtrs. The Recovery during the period was 11.07% ( C Heavy Moasses). The recovery % cane was higher mainly due to higher pol in cane which resulted from improved varietal mix and implementation of other cane development activities.

CANE DEVELOPMENT

a) Due to vigorous efforts made by the management in the area of sugarcane development, the area under cultivation of high sugar varieties of cane increased to 100% in season 2023-24 & maintains 100% in the season 2024-25. In addition, the management focused on execution of both extensive and intensive cane development activities comprising of appropriate usage of insecticides, pesticides and optimum use of fertilizers. It is expected that we will achieve, the Pol % cane 13.20% in next crushing season 2024-25. It will be 0.05% more as compared to Season 2023-24.

b) The supply of Cane at factory gate become 75% during the crushing season 2023-24, the management is also making efforts to maintain the same in coming crushing season 2024-25.

c) Extraneous materials such as trashes, green tops, diseased cane, mud with cane supplies has been found 3.47% during the crushing 2023-24. Further the management plans to reduce the extraneous matter upto 2.75% in coming crushing season 2024-25.

d) The Company has undertaken vigorous cane development activities by encouraging high yielding variety cane i.e. Co 15023, Co 0118. This has resulted in the improvement in the pol% cane from 13.15% to 13.20%. The recovery in the Sugar has found 11.07% as production of C- heavy molasses during the season 2023-24. It is expected that we will achieve recovery to 11.24% in the next season 2024-25.

DISTILLERY UNIT (SHAMLI DISTILLERY AND CHEMICAL WORKS) :

INDUSTRY PROFILE:

Government policy continues to focus on increasing the percentage of mixing ethanol with petrol. Consequently, the demand for ethanol continues to increase, which has a positive effect on the financial performance of the distilleries like yours, which are focused on production of industrial alcohol

COMPANY OPERATIONS:

I) OPERATING Performance:

The operating performance for the financial year 2023-24 as compared to the previous financial year 2022-23 is as under:

Particulars	2023-24	2022-23
i) Gross working days (days)	181.05	234.50
ii) Production - RS (lakh/ltrs)	173.57	205.60
iii) Production - Ethanol (lakh/ltrs)	93.70	132.06
iv) Alcohol recovery/qtl. molasses (AL)	19.81	22.97
v) Fermentation efficiency (%)	86.67	88.85
vi) Distillation efficiency (%)	98.31	98.03

Distillery production was low during 2023-24 as compared to last year due to less working days.

Further analysis of operating performance for sugar and distillery segments are covered under "Management Discussion and Analysis Report" at Annexure 4 of this Report.

DIRECTORS

During - the Year under review Mr. Rajat Lal, Managing Director was reappointed for a further period of 5 years from 01.04.2024 to 31.03.2029 without remuneration. His appointment is approved by Shareholder by Postal Ballot on 06.05.2024.

None of the Directors of the Company is disqualified from being appointed as Director as specified in terms of section 164(1) and of the Companies Act, 2013.

PURCHASE OF SHARES BY TRIVENI ENGINEERING AND INDUSTRIES LIMITED

M/s Triveni Engineering and Industries Limited had entered in a Purchase Agreement on 30.01.2024 with Mr. Vivek Viswanathan and Ms. Radhika Viswanathan Hoon for purchase of 1335136 Equity Shares of Sir Shadi Lal Enterprises Limited Mr. Vivek Viswanathan and Ms. Radhika Viswanathan Hoon transfer their Equity Shares on 11.03.2024. M/s Triveni Engineering and Industries Limited had brought an Open offer for acquisition of up to 13,65,000 (Thirteen Lakh Sixty Five Thousand) ("Offer Shares") fully paid-up equity shares of face value of 10 (Indian Rupees Ten only) each ("Equity Shares"), representing 25.43% (twenty five fourty three percent) of the Voting Share Capital of Sir Shadi Lal Enterprises Limited from the Shareholders of the Sir Shadi Lal Enterprises Limited, with an intention to acquire control of the Target Company pursuant to and in compliance with Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the "SEBI (SAST) Regulations" and reference to a particular "Regulation" shall mean the particular regulation of the SEBI (SAST) Regulations) (the "Offer" or "Open Offer"). The open offer is pending till date.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The guidelines for selection of Directors are set out below:

The Nomination and Remuneration Committee of the Board of Directors oversees the Companys nomination process for Directors. The Committee identifies and reviews individual qualified candidates to serve as a Director on the Board. The Committee may act on its own for identifying the potential candidates. The Committee reviews and discusses each candidate and conducts evaluation of candidates in accordance with the process that it deems fit and appropriate, discusses with the Promoters, and sends its recommendation for nomination to the Board of Directors based on the following guidelines:

ATTRIBUTES

1. For Independent Directors, the Committee seeks candidates who are not a nominee or related to the Promoters of the Company. Such candidates shall possess integrity, leadership, skill, managerial qualities, foresight abilities and competency required to direct and oversee the Companys management in the best interest of stake holders i.e. shareholders, consumers, employees and the community it serves.

2. The candidate must be willing to regularly attend meetings of the Board and develop a strong understanding of the Company, its business and its need. He must contribute his/ her time and knowledge for the Company and be prepared to exercise his/her duties with skill and care. Candidates should have understanding of governance concept and legal duties of a Director.

The candidate should preferably have sufficient experience on the Board of a listed Company.

For appointment of Executive Directors, the Committee also seeks opinion of Promoters.

KEY MANAGERIAL PERSONNEL

The Details of Key Managerial Personnel under section 203 of the Companies Act, 2013 and changes therein during the year are as under:

1. Mr. Rajat Lal, Managing Director

2. Mr. Vivek Viswanathan, Joint Managing Director

3. Mr. Rahul Lal, Joint Managing Director

4. Mr. Gajendra Kumar Sharma, Chief Financial Officer

5. Mr. Ajay Kumar Jain, Company Secretary

STATEMENT ON DECLARATIONS GIVEN BY THE INDEPENDENT DIRECTORS

All Independent Directors have given necessary declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

INDEPENDENT DIRECTORS MEETING

A separate meeting of the Independent Directors (Annual Independent Directors Meeting) was convened on February 10, 2024 which reviewed the performance of the Board as a whole and of the Non-Independent Directors on the basis of the report of the Nomination and Remuneration Committee. The collective feed back of each Independent Director was discussed with the Board, covering performance of the Board as a whole and performance of Non- Independent Directors. Also three meeting of Independent Directors were held on 27.02.24, 06.03.24 and 16.03.2024 for giving independent opinion on open offer of Trivini Engineering and Industries Limited.

PERFORMANCE EVALUATION OF CHAIRMAN, DIRECTORS, BOARD AND COMMITTEES

Pursuant to the provisions of section 178 of the Companies Act, 2013 and Regulations 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the performance evaluation of Non-Independent Directors, the Board and Committee was undertaken by the Nomination and Remuneration Committee for the year under review. The performance evaluation report of the Non- Independent Directors, as done by the Nomination and Remuneration Committee, has been reviewed by the Independent Directors.

The performance evaluation of the Chairman and Independent Directors is done by the Board and the report of Nomination and Remuneration Committee for the Non-Independent Directors, as reviewed by the Independent Directors, is placed before the Board of Directors. The criteria for the performance evaluation are detailed in the report on Corporate Governance attached as Annexure 4 of this Report.

The evaluation framework for assessing the performance of Directors, the Board and Committees is done on the following parameters:

A) BOARD PERFORMANCE

1. Attendance and active participation

2. Knowledge of working of industry, experience in related issues Leadership and initiative

3. Independent judgments on the Board discussions utilizing his knowledge and experience especially on issues related to strategy, operational performance and risk management

4. Commitment to role and fiduciary responsibility as a Board member

5. Understanding the nature of Directors role, demonstrate awareness and concern about norms related to Corporate Governance, disclosure and legal compliance

6. Contribute new ideas / advise to management on business issues

B) COMMITTEE PERFORMANCE

1. The Committee is delivering on the defined objectives

2. The Committee has the right composition to deliver the objective

REMUNERATION POLICY

The Board, on the recommendations of the Nomination and Remuneration Committee, has framed a policy for selection and appointment of Directors, senior management and their remuneration. The remuneration policy is stated in the report on Corporate Governance attached at Annexure 4 of this Report.

MEETINGS

The calendar of meetings is prepared and circulated in advance to Directors.

During the financial year 2023-24, Five Board Meetings were held on 30.05.2023, 29.07.2023, 08.11.2023 10.02.2024 and 30.03.2024. The details of the same are given in the Corporate Governance report attached at Annexure 4 of this Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of sub- section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Directors confirm that:

i) In the preparation of the Annual Accounts for the year ended March 31,2024, the applicable accounting standards, read with requirements set out under the Act, have been followed and there are no material departures from the same.

ii) They have 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 March 31,2024 and of the Loss of the Company for the financial year ended on that date.

iii) They have taken proper and sufficient care for the maintenance of the 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.

iv) They have prepared the Annual Accounts of the Company on a "going concern" basis.

v) They have laid down Internal F inancial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively.

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

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel and other designated persons during the year which may have potential conflict with the interest of the Company at large. As per related party policy All related party transactions will placed before the Audit Committee and also Board of Directors for approval. The form for disclosure of particulars of contract / arrangements entered into by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act 2013 in form AOC -2 is given below:

FORM NO. AOC-2

(PURSUANT TO CLAUSE (B) OF SUB-SECTION OF SECTION 134 OF THE ACT AND RULE 8(2) OF THE COMPANIES (ACCOUNTS) RULES, 2014.

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arms length basis

S.No. Particulars	Details
a) Names(s) of the related party & nature of relationship	N.A.
b) Nature of contracts /arrangements/ transaction	None
c) Duration of the contracts/arrangements/ transactions	N.A.
d) Salient terms of the contracts or arrangements or transactions including the value if any	N.A.
e) Justification for entering into such contracts or arrangements or	N.A.
f) Date of approval by the Board	N.A.
g) Amount paid as advances, if any	N.A.
h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188	N.A.

2. Details of contracts or arrangements or transactions at arms length basis:

S.No. Particulars	Details
a) Name(s) of the related party & relationship	N.A
b) Nature of contracts/ arrangements/ transactions	N.A
c) Duration of the contracts/ arrangements/ transactions	N.A
d) Salient terms of the contracts or arrangements or transaction including the value, if any.	N.A
e) Date of approval by the Board for renewal	N.A
f) Advance paid, if any	N.A

PARTICULARS Of LOANS, GUARANTEES AND INVESTMENTS

The Company has not made any loans or investments or given any guarantee during the year under review.

SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate Company.

Compliance with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 by forming a Disciplinary Committee as per provisions of the Act. The Company confirms that there is no complaint / case filed against or pending with the Company during the financial year 2023-24.

CODE OF CONDUCT

Code of Conduct for the Directors as well as for the members of the senior management of the Company was adopted in the Board meeting held on April 4, 2005 which was subsequently amended from time to time. The code is intended to serve as a basis for ethical decision making in conduct of professional work. The Code of Conduct states that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views and be upright in his conduct and observe corporate discipline. The said Code of Conduct has been circulated to all the Directors and members of senior management and the compliance of the same has been affirmed by them in respect of the financial year 2024-25. A copy of the Code of Conduct has been put up on the Companys website www.sirshadilal.com. A declaration regarding compliance of Code of Conduct is given by the Managing Director, under the head "Code of Conduct", that Board members and senior management team have complied with the same under Corporate Governance and forms part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal with instances of fraud and mismanagement, if any.

A vigilance Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

The details are given in the report on Corporate Governance attached as Annexure of this Report.

PREVENTION OF INSIDER TRADING CODE

The Company has adopted Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, designated employees of the Company and other related parties. The code requires pre clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the code.

All Directors and the designated employees have confirmed compliance with the code.

AUDITORS

M/s Basant Ram & Sons, was appointed as Statutory Auditors of the Company in the AGM held on 26.09.2022.

COMMENTS ON AUDITORS OBSERVATIONS

(i) Reply to paragraph no. 1 of "Other Matter" in Auditors report relating to non-maintenance of accounts on accrual basis:

As stated in the note no. 35 of the financial statement in respect of interest liability on delayed payment of sugar cane price. The interest aggregating to Rs.607.19 Lakhs on delayed payment of sugar cane price for sugar seasons 2011-12 to 2014-15 is due for payment in view of the Supreme Courts order no.35113/2017 dated 23.04.2018.The company is contemplating to file a review petition against above mentioned order of Supreme Court. Therefore, no provision has been made for the above mentioned liability of Rs. 607.19 Lakhs and also for Rs. 15425.89 Lakhs relating to the subsequent financial years 2015-16 to 23-24; to that extent the accounts are not maintained on accrual basis. Auditor comments to report is self-explanatory

(ii) Reply to paragraph no. 2 of "Other Matter" in Auditors Report relating to bonus liability:

As state in note no. 36 of the financial statement in respect of bonus liability, The Central Govt. Ministry of Law & Justice, have issued Notification No.6/2016 dated 1.1.2016 regarding payment of bonus (Amendment Act 2015) in terms of which the ceiling for payment of bonus has been revised w.e.f. 1st April, 2014. Certain High Courts have stayed the implementation of revision of Bonus from retrospective effect. ISMA has also filed writ against implementation of the order with regard to its retrospective effect from 1st April, 2014 and the matter is subjudice. Therefore the Company has not made provision for this liability for the year ending on 31.03.2015.This matter is pending before honble High Court, Allahabad by UPSMA.

Auditor comments to report is self-explanatory

(iii) Reply to paragraph no. 3 of "Other Matter" in Auditors report non provision of deferred tax assets:

As Stated in Note No.37 to the Standalone Financial Statements, the Management has decided, not to make any further provision this year for Deferred Tax Assets. The management in view of current year loss and accumulated losses and in absence of virtual certainty about future profitability has decided not to account for the effect of Deferred Taxation for this year, and continuing to carry forward the Deferred Tax Assets Rs. 6881.11 lakhs already accounted for in earlier years.

Auditor comments to report is self-explanatory

COST AUDITOR

The Board of Directors of the Company approved appointment of Mr. Rishi Mohan Bansal, Cost Auditor, for conducting the cost Audit for sugar and industrial alcohol business for the financial year 2024-25. As per the Companies Act, 2013, cost Auditors need to be appointed within 180 days from the commencement of every financial year. Accordingly, the Company has appointed Mr. Rishi Mohan Bansal as cost Auditor for conducting the cost Audit of sugar and industrial alcohol for the financial year 2024-25. The appointment is subject to ratification in the next Annual General Meeting.

SECRETARIAL AUDITOR

The Board of Directors of the Company appointed M/s Rahul Saini & Co., Company Secretaries (Membership No. ACS 16716, C.P.No. 7009), as the Secretarial Auditors to conduct the Secretarial Audit for the financial year ended March 31, 2024.

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure-1 to this Report. There is no qualification, reservation or adverse remark or disclaimer in the report.

FIXED DEPOSITS

The Company has not invited or accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 during the year under report. In terms of proviso to Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Board hereby report that the Company has not borrowed any unsecured loans from the Directors/ Relatives or any other related parties.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, the annual return for the financial year 2023-24 is available on Website of the Company i.e. https://www.sirshadilal.com/annual_returns.html.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONS

As required under section 197(12), read with rule 5 of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014, the details of the ratio of the remuneration of each Director to the median employees remuneration and such other details as prescribed therein are given in Annexure-2 of this Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12), read with rule 5 of the Companies (Appointment and remuneration of managerial personnel) rules, 2014, in respect of the employees of the Company are given in Annexure-2 of this Report.

DETAIL OF SHARES WITH DIFFERENTIAL VOTING RIGHT, SWEAT EQUITY SHARE AND ESOP SCHEME

The Company has not issued shares with differential voting right and sweat equity shares. There was no scheme of ESOP during the financial year.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a business Risk Management Committee. The details of the Committee, its terms of reference, risks associated and their mitigation are set out in the report on Corporate Governance attached at Annexure-4 of this Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has over the years evolved effective systems and procedures to ensure internal financial controls in all its establishments and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee evaluates the Internal Financial Control system periodically. An effective communication/ reporting system operates between the Units and Corporate Office to keep various establishments abreast of regulatory changes and ensure compliances. The details of the internal Financial control system and their adequacy are given in the report on Corporate Governance attached at Annexure-4 of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company had constituted CSR Committee in the Board Meeting held on 08.08.2017 as the Company has earned profits more than 5 Crore in the preceding financial years. The Board of Directors of the Company has approved the CSR Policy in the Board of Directors meeting held on August 8, 2017. As per the provisions of Section 135 of the Companies Act 2013, there is no liability of the Company to spend in CSR Activity as the Companys Average profits during last three financial years are negative and its Net Worth is completely eroded.

CONSERVATION Of ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts), Rules, 2014, are provided in Annexure-3 of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The performance of both the business segments of the Company

i.e. Sugar and Alcohol, for the year ended March 31, 2024 and current year prospects, as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been detailed in the "Management Discussion and Analysis Report" in the report on Corporate Governance attached at Annexure-4 of this Report.

CORPORATE GOVERNANCE

The Company complies with all the mandatory requirements as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations). The separate section on Corporate Governance, including a certificate from a practicing Company secretary confirming compliance of the conditions of Corporate Governance, as stipulated under regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and paras C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), is given in Annexure-4 of this Report.

DISCLOSURE POLICY

In line with requirements under regulation 30 of the Listing Regulations, the Company has framed a policy on disclosure of material events and information as per the Listing Regulations, which is available on our website at https://www.sirshadilal.com/ corporate governance.

LISTING ARRANGEMENT

The shares of the Company are listed with the BSE Limited. The annual listing fee for the year 2024-25 has been paid to the Exchange.

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

The Company confirms that there is no complaint / case filed against or pending with the Company during the financial year 2023-24.

INDUSTRIAL RELATIONS

The industrial relations remained generally cordial during the year at both the plants of the Company.

APPRECIATION

Your Directors wish to place on record their sincere thanks and appreciation for the devoted services rendered by the employees of the Company at all levels. We also place on record our appreciation to the Financial Institutions, Punjab National Bank, Zila Sahkari Bank Ltd., Other Business Associates and Government Authorities for their valuable cooperation and support from time to time. We would also like to express our thanks to our Shareholders for their continued confidence in the Company.

	For and on behalf of the Board of Directors of
	Sir Shadi Lal Enterprises Ltd.,
	Rajat Lal	Udit Pat Singhania
Place: Shamli	(Managing Director)	(Chairman)
Dated: 19.06.2024	(DIN 00112489)	(DIN 07984594)