Directors Report of Shivamshree Businesses Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 41^st Annual Report on the business and operations of
the Company and the Audited Accounts of the Company for the Financial Year ended on 31^st March,
2024.

1. FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY:

(Runees in Lakhs)

	Standalone
Particulars	Year ended	Year ended
	31.03.2024	31.03.2023
I. Total Revenue	1,170.83	9.70
II. Total Expenditure	1,168.01	15.55
III. Profit/(Loss) Before Tax (I-II)	2.82	(5.85)
IV. Provision for Taxation	3.87	(0.72)
V. Profit/(Loss) After Tax (III-IV)	(1.05)	(5.13)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

During the year under review, the Company has earned revenue from operations of Rs. 1,163.42
(Amount in Lakhs). The Board of Directors of the Company is continuously making efforts for the
growth of the Company.

3. CHANGE IN NATURE OF BUSINESS

During the Financial year, there have not been any changes in the nature of business of the Company.

4. DIVIDEND:-

The Company has not declared any dividend during the year.

5. TRANSFER TO RESERVE

The Company has transferred Net Loss of Rs. 1.05/- (Amount in Lakhs) to its reserves. Reserves and
Surplus at the end of the year stood at Rs. (18.46) as compared to Rs. (17.41) at the beginning of the
year.

6. SHARE CAPITAL:-

The Paid up Equity Share Capital as on March 31^st, 2024 was Rs. 4,56,50,000. During the year under
review, the Company has neither issued shares with differential rights as to dividend, voting or
otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the
Company, under any Scheme. The Company has not issued any convertible instrument during the year.
No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 (Act) in respect of voting
rights not exercised directly by the employees of the Company as the provisions of the said Section are
not applicable.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the Financial Year of the Company to which the financial statements
relate and the date of the Report.

8. BOARD OF DIRECTORS AND ITS COMMITTEES: -
COMPOSITION OF THE BOARD OF DIRECTORS:-

As on March 31^st, 2024, the Board of Directors of the Company comprised of Five Directors, with two
Executive and three Non-Executive Directors, which included, two Independent Directors. As per the
Provisions of the companies Act, 2013 there is requirement of appointment of one more Independent
Director on the Board of Directors but due to suspension and restriction on trading, the management is
unable to find suitable person as Independent Director. There is no change in the composition of Board
of directors during the Financial Year 2023-24.

BOARD MEETINGS: -

The Board meets at regular intervals to adopt financial results and consider and decide business policies
and strategic proposals apart from other items of business. The Board and Committee meetings are
pre-scheduled and a tentative annual calendar of meetings is circulated to the Directors in advance to
ensure participation of all Directors.

There were 4(Four) Meetings of the Board Meetings held during the Financial Year 2023-24, (i.e. May
11, 2023, August 11, 2023, November 06, 2023 and February 05, 2024) were convened and held. The
maximum gap between any two consecutive Board Meetings did not exceed 120 (One Hundred and
Twenty) days.

AUDIT COMMITTEE MEETINGS:-

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies
(Meetings of Board & Its Powers) Rules, 2014, your Company has constituted an Audit Committee of
the Board of Directors. The Audit Committee comprise of the following Members as on March 31,
2024:-

NAME	DESIGNATION	CATEGORY
Rajesh Bhavanbhai Chauhan	Chairman	Non-executive, Independent director
Nilesh Himatlal Trivedi	Member	Non-executive, Independent director
Arunaben Bavishiya	Member	Non-executive director, Women director

There were 4(Four) Meetings of the Audit Committee of the Board of directors held during the Financial
Year 2023-24 (i.e. 11.05.2023, 11.08.2023, 06.11.2023 and 05.02.2024).

The Statutory Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees.
The Audit Committee has made observations and recommendations to the Board of Directors, which
have been noted and accepted by the Board.

During the Financial Year 2023-24, all recommendations made by the Audit Committee to the Board of
Directors were accepted by the Board and there were no instances where the recommendations were
not accepted.

NOMINATION AND REMUNERATION COM MITTEE:-

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies
(Meetings of Board & Its Powers) Rules, 2014, your Company has constituted a Nomination and
Remuneration Committee of the Board of Directors. The Nomination and Remuneration Committee
comprises of the following Members as on March 31^st. 2024:-

NAME	DESIGNATION	CATEGORY
Shaileshbhai Bavishiya	Chairman	Executive director
Rajesh Bhavanbhai Chauhan	Member	Non-executive, Independent director
Nilesh Himatlal Trivedi	Member	Non-executive, Independent director

There was 1 (One) Meetings of the Nomination and Remuneration Committee of the Board of Directors
held during the Financial Year 2023-24 (i.e., on November 06^th, 2023).

STAKEHOLDERS COMMITTEE MEETINGS:-

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted a
Stakeholders'' Relationship Committee of the Board of Directors, comprising of the following Members
during the Financial Year 2023-24:-

NAME	DESIGNATION	CATEGORY
Rajesh Bhavanbhai Chauhan	Chairman	Non-executive, independent director
Nilesh Himatlal Trivedi	Member	Non-executive, independent director
Arunaben Bavishiya	Member	Non-executive director, women director

There were 4 (Four) Meetings of the Stakeholders Committee of the Board of directors held during the
Financial Year 2023-24 (i.e. 11.05.2023, 11.08.2023, 06.11.2023 and 05.02.2024).

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the
Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any
unethical practices in the organization without the knowledge of the Management. All employees shall
be protected from any adverse action for reporting any unacceptable or improper practice and/or any
unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the
Directors and Employees of the Company. Furthermore, employees are also free to communicate their
complaints directly to the Chairman /Members of the Audit Committee, as stated in the Policy. The
Policy is available on the website of the Company. On a quarterly basis, the Audit Committee reviews
reports made under this policy and implements corrective actions, wherever necessary.

10. DEPOSITS:-

During the year, the Company has not accepted deposits from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the Rules framed there under.

11. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A
DIRECTOR

The Nomination and Remuneration Committee has formulated Nomination Remuneration and
Evaluation Policy, which details the criteria for determining qualifications, positive attributes and
independence of Directors in terms of provisions of Section 178(3) of the Act and the Listing
Regulations.

12. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Nilesh Himatlal Trivedi and Mr. Rajesh Bhavanbhai Chauhan, Independent Directors, have furnished
a declaration that they meet the criteria of independence as envisaged in Section 149(6) of the Act.

13. CERTIFICATE FROM PRACTICING COMPANY SECRETARY

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. Ishit P.
Vyas, Company Secretary in Practice, Ahmedabad, has certified that none of the Directors on the Board
of the Company has been debarred or disqualified from being appointed or continuing as Directors of
companies by the Board/Ministry of Corporate Affairs or any such statutory authority and the
certificate forms part of this Annual Report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the Notes to the Financial Statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB¬
SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All Related Party Transactions entered into by your Company during the Financial Year 2023-2024,
were on arm''s length basis and in the ordinary course of business. There were no material significant
Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the interest of the
Company. Requisite prior approval of the Audit Committee of the Board of Directors was obtained for
Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per
the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is not applicable. Attention of Shareholders is also drawn to the
disclosure of transactions with related parties set out in Note No. 22 of the Financial Statements,
forming part of the Annual Report. None of the Directors have any pecuniary relationships or
transactions vis-a-vis the Company.

16. MATERIAL CHANGES:-

No material changes or commitments have occurred between the end of the calendar year and the
date of this report which affect the financial statements of the Company in respect of the reporting
year.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO: -

During the period under review, several energy conservation initiatives were adopted and were taken
by the Company. There are no plans to import any kind of technology for the project and hence
information regarding its absorption is not applicable. There was no research activities carried out
during the year as well as no foreign exchange income or outgo during the year.

18. SUBSIDIARY COMPANIES: -

As on March 31^st, 2024, the Company does not have any subsidiary.

19. AUDITORS'' REPORT :-

There is no reservation or adverse remarks or disclaimer except qualified opinion made by the
Statutory Auditors in their report on the financial statement of the Company for the Financial Year
ended on 31^st March, 2024. Following remarks were made by the auditor in its audit report:

"We have not been provided with the balance confirmation or any other details for the trade
receivable, trade payable, loans and advances receivable/ payable shown in the books of accounts.
In the absence of the same we are unable to confirm the balance and nature of transaction.

As a result of these matters, we were unable to determine whether any adjustments might have
been found necessary in respect of recorded or unrecorded transactions and accounts
receivable/payable in the Balance Sheet, and the corresponding elements making up the
Statement of Profit and Loss and Cash Flow Statement."

20. DIRECTORS/ KEY MANAGERIAL PERSONNEL:-

Sr. No.	Name of the Director	DIN	Designation
1.	Prafulbhai Parshottambhai Bavishiya	01908180	Managing Director
2.	Shaileshbhai Parshottambhai Bavishiya	01908191	Executive Director
3.	Arunaben Prafulkumar Bavishiya	07385551	Non-Executive Director, Women Director
4.	Nilesh Himatlal Trivedi	08141177	Non-Executive, Independent Director
5.	Rajesh Bhavanbhai Chauhan	08141179	Non-Executive, Independent Director

Details of the Key Managerial Personnel of the Company as on 31.03.2024 are as follows:

Sr. No	Name	DIN/PAN	Designation
1.	Prafulbhai Parshottambhai Bavishiya	01908180	Managing Director, Promoter
2.	Ghanshyam Kalubhai Gajera	AJPPP5551K	CFO (KMP)

Details of the Changes in Directorship during the year

Sr. No	Name of Director	DIN/PAN	Nature of change	Designation	Date
1.	Prafulbhai Parshottambhai Bavishiya	01908180	Change in Designation	Managing Director	27.09.2023

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) :-

The Company is not covered under section 135 of Companies Act, 2013 hence details regarding policy
on Corporate Social Responsibility is not applicable to the Company.

22. BOARD EVALUATION:-

The Board of Directors of your Company has carried out an Annual Performance Evaluation of its
own, the Directors individually as well as the evaluation of the working of its Committees. The
performance evaluation of the Board as a whole, Chairman and Non-Independent Directors was
carried out by the Independent Directors. A structured questionnaire was prepared after taking into
consideration 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
confidential online questionnaire was responded to by the Directors and vital feedback was received

from them on how the Board currently operates and how it can enhance its effectiveness. The Board
of Directors has expressed its satisfaction with the evaluation process.

23. REMUNERATION POLICY:-

The Board has, on the recommendation of Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and their remuneration.

24. FRAUD REPORTING:

During the period under review, there have been no instances of frauds reported by the Auditors
under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the
Company or to the Central Government.

25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the sexual harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has
constituted Internal Complaints Committees as per requirement of the Act which are responsible for
redressal of complaints relating to sexual harassment against woman at workplace. During the year
under review, there were no complaints pertaining to sexual harassment against women.

26. CORPORATE GOVERNANCE:-

As per Regulation 15(2) of the SEBI Listing Regulations, compliance with the corporate governance
provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation
46 and para C, D and E of Schedule V, shall not apply in respect of the listed entity having paid up
equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five
crore, as on the last day of the previous financial year. At present, the Company is not required to
comply with Corporate Governance regulations as none of the above referred limits have been
triggered.

27. AUDITORS:-

(A) STATUTORY AUDITORS:-

M/s M A A K & Associates, Chartered Accountants (Firm Reg. No. 135024W) hold office until the
conclusion of financial year 2023-2024.

There is no reservation or adverse remarks or disclaimer except qualified opinion made by the
Statutory Auditors in their report on the financial statement of the Company for the Financial Year
ended on 31^st March, 2024. Following remarks were made by the auditor in its audit report:

"We have not been provided with the balance confirmation or any other details for the trade
receivable, trade payable, loans and advances receivable/ payable shown in the books of accounts.
In the absence of the same we are unable to confirm the balance and nature of transaction.

As a result of these matters, we were unable to determine whether any adjustments might have
been found necessary in respect of recorded or unrecorded transactions and accounts
receivable/payable in the Balance Sheet, and the corresponding elements making up the
Statement of Profit and Loss and Cash Flow Statement."

(B) SECRETARIAL AUDITOR:-

The Board of Directors of your Company at its meeting held on May 20^th, 2024, has appointed Mr.
Ishit Vyas, Proprietor of M/s. Ishit Vyas & Co., Company Secretaries (Membership No.: F7728), who
have provided their consent and confirmed their eligibility to act as the "Secretarial Auditors" of the
Company to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions
of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by the
Secretarial Auditors for the Financial Year 2023-24 is annexed as "Annexure - B" to this Board''s
Report.

(C) RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY
THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

There is no reservation or adverse remarks or disclaimer except qualified opinion made by the
Statutory Auditors in their report on the financial statement of the Company for the Financial Year
ended on 31^st March, 2024. There is no reservation or adverse remarks or disclaimer except non¬
compliance during the Financial Year ended on 31^st March, 2024 as given by the Secretarial Auditor in
report as "Annexure B" in Form MR-3.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Management Discussion and Analysis Report, is appended to this report as "Annexure D".

29. ANNUAL LISTING FEE:-

The Company is in process of Revocation of Suspension of securities with BSE. The Company has paid
all the pending dues along with Annual Listing Fees for the year 2024-25 to BSE Limited (BSE) where
its securities are listed.

30. INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained cordial and harmonious during the year and
management received full cooperation from employees.

31. PARTICULARS OF EMPLOYEES:-

None of the Employee has received remuneration exceeding the limit as stated in rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. DIRECTORS'' RESPONSIBILITY STATEMENT:-

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

a) In the preparation of the Annual Accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) The Directors 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
period ended on 31^st March, 2024.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the Annual Accounts on a Going Concern Basis;

e) The Directors had laid down Internal Financial Controls (IFC) and that such Internal Financial
Controls are adequate and have been operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems have been found adequate and operating effectively.

33. SECRETARIAL STANDARDS:

Your Company is in compliances with the Secretarial Standards on Meetings of the Board of Directors
(SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company
Secretaries of India.

34. MANAGERIAL REMUNERATION:

Managerial remuneration has not been paid or provided in the financial year, so compliance in
accordance with the requisite approvals mandated by the provisions of section 197 read with
Schedule V to the Companies Act are not applicable.

35. EXTRACT OF ANNUAL RETURN: -

As required under Section 92(3) of the Companies Act, 2013 and the Rules framed there under, the
extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure G". Further Pursuant
to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31^st
March, 2024 is also available on the website of the company at www.shivamshree.com.

36. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviews and
assesses significant risks on a regular basis to help ensure that there is a robust system of risk
controls and mitigation in place. Senior management periodically reviews this risk management
framework to keep updated and address emerging challenges. Major risks identified for the Company
by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory
changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments
return. The management is however, of the view that none of the above risks may threaten the
existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is
nil or minimum impact on the Company in case any of these risks materialize.

37. CORPORATE GOVERNANCE CERTIFICATE— NON APPLICABILITY:

The Certificate of the non applicability of submission of Report on Corporate Governance as
stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is appended to the report on Corporate Governance, herewith
attached as Annexure A to Directors Report.

38. MAINTENANCE OF COST RECORDS:

The Company is not require to maintain cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records
are not made and maintained.

39. CAUTIONARY STATEMENT:

Statements in the Directors'' Report and the Management Discussion and Analysis Report describing
the Company''s objectives, projections, expectations, estimates or forecasts may be forward-looking
within the meaning of applicable laws and regulations. Actual results may differ substantially or
materially from those expressed or implied therein due to risks and uncertainties. Important factors
that could influence the Company''s operations, inter alia, include global and domestic demand and
supply conditions affecting selling prices of finished goods, input availability and prices, changes in
government regulations, tax laws, economic, political developments within the country and other
factors such as litigations and industrial relations.

40. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

41. ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act, 2013 and the Rules made
thereunder, has been laid out in the Notes attached to and forming part of the Annual Accounts. The
Notes to the Accounts referred to the Auditors'' Report are self-explanatory and therefore do not call
for any further explanation.

42. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation
received from various Central and State Government Departments, organizations and agencies. Your
Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders,
customers, dealers, vendors, banks and other business partners for excellent support received from
them during the Financial Year under review. Your Directors also express their warm appreciation to
all the employees of the Company for their unstinted commitment and continued contribution to the
growth of your Company.

Date: 27.08.2024 By order of the Board,

Place: Ahmedabad For, Shivamshree Businesses Limited

SD/- SD/-

Director Director

Praful Bavishiya Shailesh Bavishiya

DIN: 01908180 DIN: 01908191

---

Mar 31, 2015

Dear Members,

The Company's Directors are pleased to present the 32nd Annual Report of the Company, for the financial year ended 31st March, 2015.

FINANCIAL SUMMARY

(In Rupees)

Particulars

For the Year Ended For the Year Ended 31.03.2015 31.03.2014

Revenue from Operations 9,811,730.00 9,139,400.00

Other Income 0.00 0.00

Total Income 9,811,730.00 9,139,400.00

Total Expenditure 9,474,253.00 8,936,982.00

Profit/(Loss) before tax 337,477.00 202,418.00

Provision for Tax 154,905.00 18,413.00

Net Profit/ (Loss) 182,575.00 184,005.00

Paid Up Share Capital 45,650,000.00 45,650,000.00

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, your company has generated Rs 9,811,730 the revenue from operations. Your Directors strongly believes that in the coming financial year, your Company will be able to do profitable business and will resort for better financial results.

SHARE CAPITAL

The issued, subscribed and paid up capital of the Company is Rs 4,56,50,000 (Rupees Four Crore Fifty Six Lacs Fifty Thousands) divided into 4,56,50,000 (Four Crore Fifty Six Lacs Fifty Thousands) equity shares of Rs 1/- each.

During the Year Company has split the face value of its share from Rs 10/- to Rs 1/- in the Extraordinary General Meeting of the Company held on 08th December 2015.

DIVIDEND

In the view of inadequate profits in current year and also accumulated losses in previous years your directors do not recommended any dividend for the financial year ended March 31, 2015. Your Directors are hopeful that they will present a much strong financial statements in coming years.

TRANSFER TO RESERVES

During the financial year 2014-15, Profit of Rs. 182572 has been transferred to General Reserves.

SUBSIDIARY AND ASSOCIATE COMPANIES

Presently, the Company has no subsidiary or Associate Company.

STATUTORY AUDITORS & THEIR REPORT

M/s. Goel Mintri & Associates, Chartered Accountants having FRN: 013211N, submitted their resignation as Statutory Auditors of the Company in August 2015. To fill the casual vacancy, the Board at its meeting held on August 28, 2015 approved the appointment of M/s. Sudhir S Shah and Co., Chartered Accountants (Firm Registration No. 124580W) as Statutory Auditors, subject to the approval of shareholders at the ensuing Annual General Meeting.

M/s. Sudhir S Shah and Co., Chartered Accountants has confirmed their eligibility and willingness to act as Statutory Auditors, if appointed, and the necessary certificate pursuant to Section 139(1) of the Companies Act, 2013 and rules made thereunder has been received from them. Pursuant to Section 139(8) of the Companies Act, 2013, M/s. Sudhir S Shah and Co., Chartered Accountants shall hold office till the conclusion of Next annual general meeting.

In terms of the provisions of the Companies Act, 2013, (Act) any appointment of the Statutory Auditors in the casual vacancy arising as a result of resignation of an auditor, has to be approved by the Company at a general meeting within 3 months from the date of recommendation of the Board of Directors of the Company and the said office shall be held till the conclusion of the next Annual General Meeting. Considering the coinciding of the General Meeting and the Annual General Meeting, the Board of Directors proposes/recommends the appointment of M/s. Sudhir S Shah and Co., Chartered Accountants (Firm Registration No. 124580W), as the Statutory Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of next Annual General Meeting to be held in calendar year 2016, subject to the approval of the members.

Auditors Report in respect of the Financial Statement for the current Financial Year given by M/s. Goel Mintri & Associates is self Explanatory and the Statutory Audit Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR AND THEIR REPORT

The Board has appointed V. Kumar & Associates, Company Secretaries, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure I to this Report. The Secretarial Audit Report is self explanatory and does not warrant any comments contain any qualification, reservation or adverse remark.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

Appointment during the year

During the financial year 2014-15, Mr. Kheem Singh was appointed as additional director of your Company at the meeting of the Board of Directors held on 22nd January, 2015 and his tenure was upto the ensuing AGM and to be subsequently to be appointed as a Executive Director by the shareholders at the AGM to be held on 28th September, 2015 and Mr. Amitkumar Rameshchandra Rana was appointed as additional director of your Company at the meeting of the Board of Directors held on 24th August, 2015 and his tenure was upto the ensuing AGM and to be subsequently to be appointed as a Managing Director by the shareholders at the AGM to be held on 28th September

During the financial year 2014-15, Ms. Vandana Kumari, Mr. Mohit Kumar and Mr. Bhim Singh Chaudhary was appointed as additional directors of your Company at the meeting of the Board of Directors held on 24th July 2015, 22nd January 2015 and 26th December, 2014 respectively and their tenure was upto the ensuing AGM and to be subsequently to be appointed as Director by the shareholders at the AGM to be held on 28th September

Resignation from Directorship during the year

Mr. Rakesh Vashist, who was appointed as an Director of the Company resigned with effect from June 23, 2014, Mr. Ratan Singh an Independent Director on the Board has resigned as a Director with effect from November 11, 2014. Mr. Manish Mishra an Independent Director on the Board has resigned as a Director with effect from August 26, 2014, Mr. Sudharshan Jha an Independent Director on the Board has resigned as a Director with effect from January 22, 2015, Mr. Ravi Jain an Independent Director on the Board has resigned as a Director with effect from December 26, 2014, Mr Aditiya Singh an Independent Director on the Board has resigned as a Director with effect from February 13, 2015, Ms Ruchi an Independent Director on the Board has resigned as a Director with effect from June 30, 2015, Mr. Sarwesh Singh an Independent Director on the Board has resigned as a Director with effect from 24th August 2015.

Retire by Rotation

As per Article 109 of the Articles of Association of the Company, one third of the Directors are liable to retire by rotation at the Annual General Meeting of the Company. All the Directors on the Board of the Company are additional Directors therefore no Director is liable to retire by rotation.

Reappointment of Directors at the Ensuing AGM

Your Directors recommend that the resolutions relating to the re-appointment of Mr. Kheem Singh and Mr. Amitkumar Rameshchandra Rana (who are liable to retire by rotation), as Executive Director and Managing Director of the Company.

Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Mohit Kumar, and Mrs. Vandana Kumari was appointed during the year as Independent Directors, not liable to retirement by rotation to hold office up to 5 (five) consecutive years from date of their appointment subject to approval of shareholders at the coming Annual General Meeting. Resolution to this effect has been appended in the Notice of Annual General Meeting.

Brief resumes of these Directors are furnished along with the Explanatory Statement to the notice to the 32nd Annual General Meeting. The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in section 149(6) of the Act.

APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONELLS

Pursuant to the provisions of section 203 of the Companies Act 2013 and the rules made thereunder Mr. Kapil Soni, was appointed as Chief Financial Officer of the Company on 26th August 2014 who has resigned from the post of chief Financial Officer with effect from August 13, 2015 .and Ms. Deepa Gupta was appointed as Company Secretary of the Company with effect from 3rd March 2014 who has also resigned with effect from 24th August 2015.

The Board of Directors has appointed Mr. Viral Kapadia as the Chief Financial Officer and Chief Executive Officer of the Company and Mr. PalanPuri Hemant Ashokbhai as Company Secretary of the Company w.e.f 24th August, 2015.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and performance of Chairman was evaluated.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure II to this Report.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

CORPORATE GOVERNANCE REPORT

In pursuance of SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, Clause 49 of the Listing Agreement shall be applicable those companies having paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 Crore, as on the last day of the previous financial year. The paid up share capital and net worth of your company do not come under the purview of applicability of clause 49 of Listing Agreement i.e. Corporate Governance. Therefore Report of Corporate Governance is not attached herewith.

In spite of above said SEBI circular, Your Company adopts best practices for corporate governance, disclosure standard and enhanced shareholder value while protecting the interest of all other stakeholders including clients, its employee. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. Your directors believe that Company profitability must go hand in hand with a sense of responsibility towards all stakeholders, employee and communities.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2015 and state that:

a. in the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors 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 at the end of the financial year and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. 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

f. 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.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15:

No Director has drawn any remuneration from the Company during the financial year 2014-15 therefore ratio of remuneration of each director is not ascertainable

ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2014-15:

No Director has drawn any remuneration from the Company during the financial year 2014-15 Therefore increase in remuneration of each director is not ascertainable. Increase in remuneration of Mr. Kapil Soni, Chief Financial Officer and Ms. Deepa Gupta Company Secretary of Company are not ascertainable as they were appointed respectively on 26.08.2014 and 03.03.2014. However Mr. Kapil Soni drawn Rs. 1.01 Lac during the financial year 2014-15 and Ms. Deepa Gupta drawn Rs. 1.80 Lacs during the financial year 2014-15.

iii) the percentage increase in the median remuneration of employees in the financial year 2014-15: 6.66%

iv) the number of permanent employees on the rolls of company: Seven

v) the explanation on the relationship between average increase in remuneration and company performance:

The average increase in remuneration of employees for Financial Year ended on 2015 was 2.56% whereas the performance of the Company has been improved. During the year under review Company's Revenue has increased by 7.36% as compared with previous financial year. Net Profit of the Company during the financial year decreased by 0.78% from Rs 1.84 Lacs to Rs 1.83 Lacs (a decrease of 0.78%)

vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Amount in Lacs

Remuneration of Key Managerial Personnel (KMP) during the year 2.81

Revenue from operations 98.12

Remuneration as % of revenue 2.86%

Profit after tax 1.83

Remuneration as % of Profit after tax 153.55

vii) variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Particulars Unit As at 31st March, 2015

Closing rate of share at BSE Rs. 55.45

EPS Rs. 0.04

Market Capitalization Rs./Lac 2531.29

Price Earnings Ratio Rs. N.A.



Particulars As at 31st Variation March, 2014

Closing rate of share at BSE N.A. N.A.

EPS Rs. 0.04 Nil

Market Capitalization N.A. N.A.

Price Earnings Ratio N.A. N.A.

viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Amount in Lacs

2014-15 2013-14 Increase/ Decrease in %

Average Salary of Employee other than key Managerial 14.36 6.10 135.41

Personnel (Per Annum)

Managing Director/Director Nil Nil Nil

CFO 1.01 Nil N.A.

Company Secretary 1.80 Nil N.A.

ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

The Remuneration is being paid in Key Managerial personnel only to Mr. Kapil Soni, Chief Financial Officer and Ms. Deepa Gupta Company Secretary of the Company in the financial year 2014-15 therefore increment in the remuneration of Key Managerial Personnel is not ascertainable compared to 2013-14, whereas the Profit Before Tax and exceptional items increased by 59.97% in 2014-15, compared to 2013-14.

x) the key parameters for any variable component of remuneration availed by the Directors:

The key parameters for the variable component of remuneration, if any, availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Nomination & Remuneration Policy for Directors.

xi) the ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year:

No Director has drawn any remuneration from the Company during the financial year 2014-15 therefore the ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year is not ascertainable:

xii) Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Company's shares are listed with BSE Limited and the Company has paid the necessary listing fees for the Financial Year 2015-16.

DEMATERIALISATION OF SHARES

Company has established connectivity with the both depositories National Securities Depositories Limited and Central Depository Services Limited. The ISIN of the Company is INE857P01021

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' according to the policy of the Company on Materiality of Related Party Transactions.

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-III to this Report.

B) MEETINGS OF THE BOARD

During the financial year ended March 31, 2015, 7 meetings of the Board of Directors were held as against the statutory minimum requirement of 4 times. None of the two Board Meetings have a gap of more than 120 days between them. The dates of meetings and the number of directors present therein are mentioned below:

Sr. Date Sr. No. Date No.

1. 30.05.2014 7. 13.11.2014

2. 23.06.2014 8. 26.12.2014

3. 14.08.2014 9. 22.01.2015

4. 26.08.2014 10. 13.02.2015

5. 29.09.2014 11. 27.03. 2015

6. 11.11.2014

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on date comprises of Four members, including one is Executive Director viz. Mr. Kheem Singh and two Non executive Independent director viz Ms. Vandana Kumari, Mr. Mohit Kumar and One Non executive Director viz. Bhim Singh Chaudhary and Mr. Mohit Kumar is the Chairmen of the Committee.

D) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors at its meeting held on 29th May, 2015 has adopted a vigil mechanism/whistle blower policy of the Company. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. The vigil mechanism/ whistle blower policy can be accessed on the Company's website at the link: www.Siddarthbusiness. com.

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

The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2014-15, the Company has received no complaints on sexual harassment.

F) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.

G) PARTICULARS OF REMUNERATION

During the year under review, no director is being paid any remuneration therefore disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 is not required.

H) GENERAL

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:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission from subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director's report for the year ended 31st March, 2015 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

i. STEPS TAKEN FOR CONSERVATION OF ENERGY

The Company has been taking energy saving measures viz., Use of energy saver electrical equipments, CFL fittings are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

STEPS TAKEN BY COMPANY TO USE ALTERNATE SOURCE OF ENERGY & CAPITAL INVESTMENT IN ENERGY CONSERVATION EQUIPMENT.

Your Company engaged in the business which does not require intense use of energy so no steps has been taken to use alternate source of energy. Company use energy efficient equipments such as LED, CFL etc.

B. TECHNOLOGY ABSORPTION

Your Company is engaged in to the business production and trading of Milk. The business of the Company does not require intense use of technology. Therefore no technology has been absorbed during the period under review. Further during the year Company has not imported any technology.

Your Company has not undertaken any research and development work during the year 2014-15. However, in order to minimize its cost and increase the quality of its products, your Company is trying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:-

Year 2015 Year 2014 (Amt.) (Amt.)

Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co- operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

Regd. Office: T-59 Ground Floor, West Patel Nagar, By Order of Board of Directors New Delhi - 110008 Siddarth Businesses Limited

Sd/- Sd/- Date: 28.08.2015 Bhim Singh Kheem Singh Chaudhary Place: New Delhi DIN: 07044532 DIN: 05126574

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Mar 31, 2014

Dear Members,

The Company''s Directors are pleased to present the 31st Annual Report of the Company, along with Audited Accounts, for the financial year ended 31st March, 2014

FINANCIAL PERFORMANCE

(In Rupees) Particulars For the Year For the Year Ended Ended 31.03.2014 31.03.2013

Revenue from Operations 9,139,400.00 791,900.00

Other Income 0.00 0.00

Total Income 9,139,400.00 791,900.00

Total Expenditure 8,936,982.00 667,061.00

Profit/(Loss) before tax 202,418.00 124,839.00

Provision for Tax 18,413.00 23,788.00

Net Profit/(Loss) 184,005.00 101,051.00

Paid Up Share Capital 45,650,000.00 2,400,000.00

FINANCIAL HIGHLIGHTS

Your Company has continued its growth story during fiscal 2014 and achieved extreme growth in revenue, Rs. 91 Lacs for the first time. During the year, under review your Company achieved a turnover of Rs. 9,139,400 as against Rs. 791,900 in previous year. The Company has registered the Net Profit after tax of the Company for the year under consideration is Rs. 184,005 as against Rs. 101,051 in the previous financial year and thereby registered more than 82.09% growth in terms of Net Profit.

DIVIDEND

As the Company is in process to resume the operation, which require capital investment therefore Directors wants to save the current profit for the investment purpose, hence no Dividend declared for the Financial Year 2013-14. The Board assures you to present a much strong financial statements in coming years.

CHANGE IN SHARE CAPITAL

During the Year under review the Authorised Share Capital of Your Company has been increased twice, first from Rs. 12,500,000/- (Rupees One Crore Twenty Five Lacs only) comprising of 1,250,000 (Twelve Lacs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten each) to Rs. 40,000,000/- (Rupees Four Crore only) comprising of 4,000,000 (Forty Lacs) Equity Shares of Rs. 10/- (Rupees Ten each) in the Annual General Meeting held on 30th September 2013 and Secondly, from Rs. 40,000,000/- (Rupees Four Crore only) comprising of 4,000,000 (Forty Lacs) Equity Shares of Rs. 10/- (Rupees Ten each) to Rs. 50,000,000/- (Rupees Five Crore only) comprising of 5,000,000 (Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten each) by way of Postal Ballot dated 21st November 2013.

The Paid-Up Capital of the Company has increased from 2,400,000 to Rs. 45,650,000, owing to the preferential issue of 4,325,000 Equity Shares of Rs. 10/- Each to the Strategic investors. The moneys raised through the preferential issue has been put to use for the purpose as stated in the Notice of Postal ballot dated 12th October 2013 issued to the Members of the Company.

CHANGE IN REGISTERED OFFICE

During the year under consideration the Registered Office of the Company has been shifted from 72, Janpath, New Delhi 110001 to D 153, Phase I, IIIrd Floor, Okhla Industrial Area, New Delhi 110020 on 15th May 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of corporate governance and it has been endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit.

DIRECTORS

Mr. Ravi Jain was appointed as Additional Independent Director by the Board of Directors of the Company in terms of Section 161 of the Companies Act 2013 in their meeting held on 26.08.2014. Tenure of his directorship is up to the date Annual General Meeting. Having regards to knowledge and experience of Mr. Ravi Jain it has been thought fit to appoint him as the Independent Director of the Company for a term of Five year from the date of his original appointment. Section 149(10) of the Companies Act, 2013 (effective April 1, 2014) provides that Independent Directors shall hold the office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a Special Resolution by the Shareholders of the Company. The resolution in respect of the appointment of Mr. Ravi Jain has been placed in the notice to the Annual General Meeting.

At Siddarth Businesses Limited, the Independent Directors were appointed as the directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors. Therefore it is proposed to re-appoint Independent Directors not to retire by rotation and also to fix their tenure. Resolution in respect of this has been placed in the notice to the Annual General Meeting.

During the year under review, Mr. Subhash Aggarwal and Mr. A. K. Srivastava have not continued their position in the Board due to their personal reason. Further Mr. Manish Kumar Mishra has resigned from the Directorship with effect from 26.08.2013.

In the Brief resume of Director proposed to be appointed or re-appointed nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

KEY MANEGERIAL PERSONNEL

The Company has appointed key Managerial Personnel in terms of requirement of the Companies Act, 2013 read with the relevant rules made thereunder. Mr. Kapil Soni has been appointed as Chief Executive Officer and Chief Financial officer. Ms. Deepa Gupta is the Company Secretary of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors'' Responsibility Statement, it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting

standards have been followed along with proper explanation relating to material departures.

ii. The Directors 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 at the end of the financial year ended on March 31st 2014 and of the profit or loss of the Company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the period under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSIT

During the year under review, your company has not invited any deposits from the Public and has not accepted deposits in any manner.

AUDITORS

M/s Goel Mintri & Associates, Chartered Accountants having FRN: 013211N the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting (AGM). The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint Goel Mintri & Associates as Statutory Auditors of the Company for a term of 3 Years commencing from the conclusion of the forthcoming AGM till the conclusion of the 34th AGM.

AUDITORS'' REPORT

Auditors Report in respect of the Financial Statement for the current Financial Year is self Explanatory and does not warrant any further comments, explanation from the Directors under section 217 (3) of the Companies Act, 1956.

LISTING OF SHARES

Equity Shares of the Company are listed on the Delhi Stock Exchange Limited and BSE Limited.

Your Directors has put their tremendous efforts for listing of shares of Company through BSE direct listing scheme, they were engaged in the process from January 2013 and recently, your Company got the listing approval from BSE Limited on 04th July 2014

Listing provides an exclusive privilege to securities in the stock exchange. Stock exchange facilitates transparency in transactions of listed securities in perfect equality and competitive conditions. It encourages orderly development of the securities market and to improve transparency in the dealings of shares. The Listing fee is paid up to date.

DEMATERIALISATION OF EQUITY SHARES

Your Directors have considered the Dematerialization of the Equity Shares of the Company in the interest of the Members in order to provide them safer mode of holding the equity shares and also the faster mode of share transfer. The ISIN No. of Your Company is INE857P01013.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members of the Company are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules, 1988 and forming part of the Director''s report for the year ended 31st March, 2014 are given below :

A. CONSERVATION OF ENERGY

The provisions related conservation of energy does not apply to the Company, therefore, the information as provided in Performa given in Form A under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not given. However, the Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

EXPENDITURE ON RESEARCH AND DEVELOPMENT

During the period under review Company has not incurred any expenditure on R & D.

S.No.Parameters F.Y. 2014 F.Y. 2013

a) Capital Expenditure 0.00 0.00

b) Recurring 0.00 0.00

c) Total 0.00 0.00

d) As % of Total Turnover 0.00 0.00

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:-

S.No. Particulars Year 2014 Year 2013

1 Foreign Exchange earning Nil Nil

2 Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

Regd. Office: D-153A, By Order of Board of Directors IIIrd Floor, Okhla Industrial Area Siddarth Businesses Limited Phase I, New Delhi – 110020 Sd/- Sd/- Date: 26.08.2014 Sudharshan Jha Ratan Singh Place: New Delhi DIN: 02221178 DIN: 02440309

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Mar 31, 2013

Dear Stakeholders,

The Directors present herewith the 30th Annual Report of the company for the year ended 31st March, 2013.

FINANCIAL RESULTS (In Rupees) For the For the Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Revenue from Operations 791900.00 0.00

Other Income 0.00 0.00

Total Income 791900.00 0.00

Total Expenditure 667061.00 117967.00

Profit/(Loss) before tax 124839.00 (117967.00)

Provision for Tax 23788.00 0.00

Net Profit/(Loss) 101051.00 (117967.00)

Paid Up Share Capital 2400000.00 S2400000.00

FINANCIAL HIGHLIGHTS

During the year, under review your Company''s performance was above expectations as compared to the previous year. The Company has earned the total revenue of Rs. 791,900 and thereby registered the Net Profit after tax of the Company for the year under consideration is Rs. 101,051 as compared to loss of Rs. (117,967) in the previous financial year and thereby generated handsome profit.

DIVIDEND

The Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of the Company to maintain the growth, your directors do not recommended any dividend for the financial year ended March 31, 2013. The Board assures you to present strong financial statements in coming years.

CHANGE IN SHARE CAPITAL

During the year under consideration the Authorised Share capital of the Company remained unchanged, consequently there was no change in the Issued, Subscribed & paid up Share capital of the Company.

CHANGE IN REGISTERED OFFICE

During the year under consideration the Registered Office of the Company has been shifted from 72, Janpath, New Delhi 110001 to D 153A, Phase I, IIIrd Floor, Okhla Industrial Area, New Delhi 110020.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

It has been the endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit. The report of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, form part of the Annual report.

COMPLIANCE CERTIFICATE

Compliance Certificate forming part of Directors'' report is attached herewith.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Avnish Kumar Srivastava, the Director of the Company retires by rotation and being eligible to offer himself for re- appointment.

Mr. Ratan Singh and Mr. Manish Mishra who were appointed as Additional Director of the Company by the Board of Directors and their office shall be determined at this Annual General meeting, are intended to be regularize at the Annual General Meeting of the Company by the Shareholders.; the Board recommends the regularization of Mr. Ratan Singh and Mr. Manish Mishra.

Mr. Avnish Kumar Srivastava was appointed as additional director in the Board Meeting held on 04th August 2013 and regularised in the Annual General Meeting held on 29th September 2012. Mr. Saurav Vashist and Mr. Subhash Aggarwal who were appointed as an additional director on 08.10.2012 and 20.03.2013 respectively However they have not continued their position in the Board due to their personal reasons respectively on 20th March 2013 and 15th May, 2013.

Mr. Nawal Kishore Malpani and Mr. Sanjeev Aggarwal has vacated from the office of Director under section 283(1)(g) of the Companies Act, 1956 in the meeting of the Board of Directors of the Company held on 7th January, 2013.

Company has received letters from the shareholders along with the deposit money proposing the candidature of Mr. Mahendra Singh & Mr. Sudarshan Jha as the Director of the Company in this Annual General Meeting. The relevant resolution this regard is provided in the notice of Annual general meeting.

In the brief resume of Directors proposed to be appointed, nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors'' Responsibility Statement, it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors 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 at the end of the financial year ended on March 31st 2013 and of the profit or loss of the Company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the period under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSIT

During the year under review, your company has not invited any deposits from the Public and has not accepted deposits in any manner.

AUDITORS

The Auditors, M/s O.P. Vijay & Co., Chartered Accountants, the Statutory Auditors of the Company who holds office until the conclusion of the ensuing Annual General Meeting and has shown his unwillingness for re-appointment.

The Board recommends the appointment of Goyel Mintri & Associates, Firm Registration no. 013211N Chartered Accountants as the Statutory Auditors of the Company for the Financial Year 2013-14.

AUDITORS'' REPORT

Auditors Report in respect of the Financial Statement for the current Financial Year is self explanatory and does not warrant any further comments, explanation from the Directors under section 217 (3) of the Companies Act, 1956.

LISTING OF SHARES

Equity Shares of the Company are listed only on the Delhi Stock Exchange Limited.

DEMATERIALISATION OF EQUITY SHARES

Your Directors have considered the Dematerialisation of the Equity Shares of the Company in the interest of the Members in order to provide them safer mode of holding the equity shares and also the faster mode of share transfer. The Directors are taking effective steps for joining the Depositories.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members of the Company are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules, 1988 and forming part of the Director''s report for the year ended 31st March, 2013 are given below :

A. CONSERVATION OF ENERGY

The provisions related conservation of energy does not apply to the Company, therefore, the information as provided in Performa given in Form A under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not given. However, the Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your Company has not imported any technology for any research and development.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

By Order of Board of Director Siddarth Businesses Limited

Sd/- Sd/- Rakesh Vashist Ratan Singh Director Director

Date: 26.08.2013 Place: Delhi

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Mar 31, 2012

TO THE MEMBERS,

The Directors have pleasure in presenting their Annua! Report along with the Audited Statements of Account for the year ended 31sl March. 2012.

FINANCIAL RESULTS

The financial results for the year''s operations and the comparative figures of the previous year are summarised below:

(Amount in Rupees)

Particulrs 31st March, 2012 31st March, 2011

Total Income- Nil Nil

Total Expenditure 1,17,967 1,60,527

"Profit/ (loss) before tax (1,17,967) ''(1,60,527)

Tess/Add: Provision for tax/Earlier Nil Nil year tax Provisions

Profit/(loss) after tax (1,17,967) (1,60,527)

Profit/(loss) brought forward (57,93,219) (56,32,692) from previous year

Amount transferred to general reserve Nil Nil

Profit / (loss) carried over to (5,79,11,186) (57,93,219) next year

DIVIDEND

In view of the financial results of the Company. Directors are unable to recommend any

di idend for the year under review.

OPERATIONS

Due to adverse market conditions and bleak prospects, the Company is unable to operate

more resourcefully.

The Company is now taking into consideration for some other business prospects which can give it steady returns in the long run.

DIRECTORS .

During the year under review. Mr. Rakesh Vashist, Director of the Company, retire by rotation and being eligible, offers himself for re-appointment.

During the year under review, Mr. Avnish Kumar Srivastava, who was appointed as the as Director on 4th August, 2012 be and is hereby recommeded to be appointed as the Director of the Company liable to detenmne by retirement of Director by rotation.

Change of Name during the year under review the name of the Company was changed from INDO KUSH FOODS LIMITED to SIDDARTH BUSINESSES LIMTED and the Fresh Certificate of Incorporation Consequent upon Change of Name was .ssued on 2 March.2012 by Registrar of Companies. NCT of Delhi and Haryana.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act,1956 with respect of Directors" Responsibility Statement, the Board of Doctors hereby state and confirm:

(1) That in the preparation of the accounts for the financial year ended 31st March 2012. the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act. 1*6 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) That the Directors have prepared the accounts for the financial year ended 31 March. 2012 on a ''going'' concern'' basis.

AUDIT COMMITTEE

The paid up Company is Rs.24.00.000 only. Therefor Company does no, tall Wo the provision of Seetion 292A, hence no Audit Committee ,s requtre to be constituted.

CORPORATE GOVERANCE

The Company continues to function in a transparent manner with the basic philosophy to create wealth. besides taking eare of the interests of a stakehoders Including Shareholders Banks, Financial Institutions, Customers, Employees and the Society at tree The Cimpanv gives due emphasis on the adaptability to such procedures so as to ensure transparency, accountability & integrity in all respect.

The paid up share capital of the Company is less than 3 Croresand ne, worth, h.less than 25 Crores therefore Company docs not fall in the provtston ol tlau3e 49 ot the L si Agreement . Hence no report on Corporate Governance ,s annexed along with the Director''s Report.

COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act. 1956 the Company has obtained a Compliance Certificate from Trilok Chand Garg. Practicing Company Secretary, in the prescribed form regarding compliance by the Company. The Copy of the same has been attached with this report.

AUDITORS

Your Company''s auditor M/s O.P. Vijay & Co.. Chartered Accountants, retires at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your directors recommend their re- appointment and to fix their remuneration. The Company has received confirmation from the above Auditors to the effect that their appointment, if made, would be within the limits under Section 224(IB) of the Companies Act, 1956.

AUDIT REPORT

The observations to the Auditors Report read with the notes on accounts are selt explanatory and does not call for any explanation thereto.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company do not involve in any manufacturing or processing activities and is not included in the list of specified industries so the particulars as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. 1988 regarding conservation of energy and technology absorption are not applicable. The foreign exchange earnings and outgo during the year is NIL.

PARTICULARS OF EMPLOYEES

No employee is in receipt of remuneration exceeding the limits laid down under Section 21 7(2A) of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The industrial relations have continued to be stable and harmonious during the course of the year. The Company has made sustained efforts to improve manpower productivity and employer-employee relations.

ACkNOWLEDC EMENTS

The Directors wish to place on record their sincere thanks to the employees at all level tor their contributions made during the year. Moreover they wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the employees of the Company.

BY ORDER OF THE BOARD FOR SIDDARTH BUSINESSES LIMITED

Place: New Delhi (RAKESH VASHIST) Dated: 30.08.2012 (DIN-00516784) CHAIRMAN

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Mar 31, 2011

TO THE MEMBERS,

The Directors have pleasure in presenting their Annual Report along with the Audited Statements of Account for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results for the year''s operations and the comparative figures of the previous year are summarised below:

(Amount in Rupees)

PARTICULARS 2010-2011 2009-2010

Other Income NIL NIL

Profit/(Loss)before Depreciation (1,60,527) (1,61,578)

Depreciation NIL NiL

Profit/(Lo$s) before Extra Ord. Items (1,60,527) (1,61,578)

Extra-ordinary Items

Loss on impairment & disposal of assets NIL NIL

Net Profit(Loss) for the year before tax (1,60,527) (1,61,578)

Provision for taxation

Fringe Benefit Tax/Income Tax NIL NiL

Net Frofit/(Loss) after tax (1,60,527) (1,61,578)

Profit/ (Loss) Brought Forward (56,32,692) (54,71,114)

Net Profit/(Loss) Carried to Balance Sheet (57,93,219) (56,32,692)

Profit/(Loss)available for Appropriation NIL NIL

APPROPRIATIONS

Dividend NIL NIL

Transfer to General Reserve NIL NIL

Balance carried to Balance Sheet (57,93,219) (56,32,692)

AUDIT COMMITTEE

The paid up capital of the Company is Rs.24,00,000 only. Therefore Company does not fall into the provision of Section 292A, hence no Audit Committee is require to be constituted.

CORPORATE GOVERNANCE

The Company continues to function in a transparent manner with the basic philosophy to create wealth, besides taking care of the interests of all stakeholders including Shareholders, Banks, Financial Institutions, Customers, Employees and the Society at large. The Company gives due emphasis on the adaptability to such procedures so as to ensure transparency, accountability & integrity in all respect.

The paid up share capital of the Company is less than 3 Crores and net worth is less than 25 Crores therefore Company does not fall in the provision of Clause 49 of the Listing Agreement . Hence no report on Corporate Governance is annexed along with the Director''s Report.

COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956 the Company has obtained a - Compliance Certificate from Beena R. Shah, Practicing Company Secretary, in the prescribed form regarding compliance by the Company. The Copy of the same has been attached with this report.

AUDITORS .

Your Company''s auditor M/s O.P. Vijay & Co., Chartered Accountants, retires at the conclusion of tire forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your directors recommend their re- appointment.

AUDIT REPORT

The observations to the Auditors Report read with the notes on accounts are sell explanatory except Point 8 of annexure to Auditors Report, Note No. l(i) & l(ii) of Part B of Schedule 6 of the Notes to the Accounts as the Management perceives that

Reply to Point 8 of Annexure to Auditors Report:

The Company is not doing any business and has written off the huge amount ot investment due to strike off of various Companies hence it incurred a cash loss and last year brought forward accumulated losses convert the current cash loss into huge accumulated losses.

Reply to Notes to the Accounts l(i):

The Company did not create any provision for investments as the respective companies are strike off and investments of the same have been written off except one. The management perceives that the value of existing investments of the Company will increase in near future hence the situation of fall in investments will not arise in days to come therefore the Company has not created any provision for the same.

Reply to Notes to the Accounts Ifii):

The company did not create any provision for the interest on unsecured loans as management discussing with the lenders about the waiver of the same therefore as this point of time management feels no provision should be made.

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

The Company do not involve in any manufacturing or processing activities and is not included in the list of specified industries so the particulars as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable. The foreign exchange earnings and outgo during the year is NIL.

PARTICULARS OF EMPLOYEES

No employee is in receipt of remuneration exceeding the limits laid down under Section 217(2A) of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The Industrial Relations have continued to be stable and harmonious during the course of the year. The Company has made sustained efforts to improve manpower productivity and employer-employee relations.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere thanks to the employees.at all level for their contributions made during the year. Moreover they wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the employees of the Company.



BY ORDER OF THE BOARD FOR INDO KUSH FOODS LIMITED

Place: New Delhi (RAKESH VASHIST) Dated: 26.07.2011 (DIN-00516784) CHAIRMAN