The Directors present the Annual Report of Sinnar Bidi Udyog Limited along with the audited
financial statements for the financial year ended March 31, 2025. The consolidated performance of
the Company and its Associates has been referred to wherever required.

1. Corporate Overview:

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

2. Finanical Performance:

The standalone and consolidated financial results for the Financial Year 2024-25 are as under:

3. Business Operations:

The Company's main activities of trading of Tobacco and processing of Tobacco were continued
during the financial year ended 31^st March 2025. The sales turnover of the Company has decreased
further in the financial year under review. The increase in cost of tobacco has impacted the
margins of the Company and resulted in loss for the year. The reason for operational losses, year
after year is the tobacco industry itself, which is regulated by stringent regulations and offers very
limited scope for expansion or growth.

4. Dividend:

In order to conserve capital for the future, the directors do not recommend any dividend for FY
2024-25.

5. Amount carried to the reserves:

No amounts are proposed to be transferred to the reserves.

6. Change in the nature of the Business:

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

7. Status of Company's Affairs:

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

8. Significant and Material Orders passed:

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

9. Material Changes and Commitments:

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

10. Board of Directors:

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

Accordingly, the Board proposes the following appointments for consideration at the ensuing
Annual General Meeting:

i. Mr. Ramdas Prabhakar Jadhav (DIN: 09545256) is proposed to be re-appointed as a Whole
Time Director and CFO of the Company for a further term of three years, from April 1,
2025 to March 31, 2028.

ii. Ms. Aditi Mehul Shah (DIN: 11131479) was appointed as an Additional Director (in the
capacity of Independent Non-Executive Director) of the Company with effect from 01st
June 2025 and shall hold office up to the date of this Annual General Meeting.

The Board recommends regularizing the appointment of Ms. Aditi Mehul Shah (DIN:
11131479) from Additional Director (Non-Executive & Independent) to Independent
Director (Non-Executive & Independent) to hold office for a term of 5 consecutive years w
e f 1st June 2025 and re-appointment of Mr. Ramdas Prabhakar Jadhav (DIN: 09545256) as
a Wholetime Director and CFO of the Company.

11. Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company as on 31^st March 2025:

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

2. Ms. Pratiksha Suresh Shah: Company Secretary

12. Meetings of Directors:

During the financial year 2024-25, the Board of Directors of the Company met Seven times. The
Meetings were convened and held in compliance with Companies Act, 2013 and SEBI (Listing
Obligation and Disclosures Requirements) Regulation 2015. The details of attendance of Diretors
for Board as well as Commitee meetings is attached to Boards Report as Annexure- 1. The
Company has complied with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

13. Audit Commitee:

During the year 2024-25, the Board had Audit Commitee, which was formulated in terms of the
Provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure requirements)
Regulations, 2015.

The Composition of Audit Committee is as follows as on 31^st March 2025 -

The Audit Committee duly met four times irVF.Y. 2024-25, details of which are attached to Boards
Report as Annexure- 1. The Meetings were convened and held in compliance with Companies Act,
2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulation 2015. The Board has
accepted all the recommendations of Audit Committee.

14. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Board has been formulated in terms of the
Provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure requirements),
2015.

The Composition of Nomination and Remuneration Committee is as follows as on 31^st March 2025

The Committee met once in financial year 2024-25, details of which are attached to Boards Report
as Annexure-1.

15. Stakeholders Relationship Committee:

During the year 2024-25, the Board had Stakeholders Relationship Committee which was
formulated in terms of the Provisions of Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure requirements), 2015.

The Composition of Stakeholders Relationship Committee is as follows -

The Committee met once in financial year 2024-25, details of which are attached to Boards Report
as Annexure-1.

16. Meeting of Independent Directors:

A Seperate meeting of Independent Directors of the Company was held on 14^th February 2025 in
terms of Schedule IV of the Companies Act 2013 details of which are attached to Boards Report as
Annexure-1.

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

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

18. Directors retiring by rotation and re-appointment:

In terms of provisions of Section 152(6) (a) of the Companies Act, 2013, Ms. Bharati Sancheti,
Directors and Mr. Ramdas Jadhav, Whole-time director of the Company, retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The
Board recommends their re-appointment at the ensuing Annual General Meeting.

19. Declaration by Independent Directors:

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

20. Familiarization Programme for Independent Directors:

The Board members are provided with necessary documents/brochures, reports and internal
policies to enable them to familiarize with the Company's procedures and practices, the website
link is available at- http://sinnarbidi.com/download/details of familiarization programmes.pdf

21. Share Capital:

The Company has Authorized and Paid-up Share capital of Rs. 20,00,000 as on 31^st March 2025.
There was no change in the share capital of the Company during F.Y. 2024-25.

22. Vigil Mechanisn^ Whistle Blower Policy:

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

23. Remuneration of Directors and employees:

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

24. Nomination and Remuneration Policy:

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

25. Risk Management Policy:

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

26. Formal Annual Evaluation of performance of Board, its Committees and the individual
Directors:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking
into consideration the various aspects of the Board's functioning, composition of the Board and its
Committees, culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed during the year under
review.

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

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

27. Integrity, expertise and experience (including the proficiency) of the Independent Directors
Appointed during the year:

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

28. Disclosure regarding the receipt of commission by the Managing Director, Whole Time
Director from the company, its holding or subsidiary company:

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

29. Statutory Auditors:

The Statutory Auditors, M/s Daga & Chaturmutha, Chartered Accountants (FRN: 101987W), were
appointed by the members at the 49^th Annual General Meeting of the Company held on September

29. 2023 and will complete their present term of five years on conclusion of the 54^th Annual
General Meeting.

30. Statutory Audit Report:

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

31. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. JHR & Associates, Company Secretary in Practice to undertake the Secretarial
Audit for F.Y 2024-25.

32. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder,
the Board has appointed M/s JHR & Associates, Company Secretaries, Thane, to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report in form MR-3 is attached to the
Board's Report, (as Annexure No.6)

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

33. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, the Board based on the Recommendation of Audit Committee, appointed
M/s Ratan Chandak & Co, Chartered Accountant having FRN: 108696W, Nashik as Internal
Auditor of the Company for conducting internal audit of the Company for F.Y 2024-25.

34. Cost Record and Audit:

The provisions for maintenance of cost record and audit of the cost records were not applicable to
the Company during the financial year ended 31^st March 2025.

35. Details in respect of frauds reported by Auditors:

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

36. Corporate Social Responsibility:

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

37. Annual Return:

In terms of Section 92(3) of the Act, the annual return of the Company for the financial year ended
March 31, 2025 shall be available on the Company's website at -
sinnarbidi.com/download/annual return sbul 31032025.pdf

38. Directors' Responsibility Statement:

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

i. that in the preparation of the Annual Accounts for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;

ii. the directors had selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2025 and of the Profit of the
Company for the year ended on that date;

iii. the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

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

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

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

39. Loans, Guarantees and Investments:

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

40. Related Party Tranactions:

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

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

41. Subsidiary, Associates and Joint Venture Companies;

The Company has two associate companies:

1. Vidarbha Bidi Limited

2. Tip Top Health Zone Private Limited

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

42. Conservation of Energy, Technology, Foreign Exchange Earnings and Outgo:

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

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

43. Deposits:

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

44. Internal Complaints Committee:

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

45. Internal Financial Control with reference to financial Statements:

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

46. Corporate Governance:

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

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

47. Compliance of Secretarial Standards-1 And 2:

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

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

48. WTD and CFO Certification:

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

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

49. Proceeding under the Insolvency and Bankruptcy Code, 2016:

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

50. The details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the banks or financial
institutions along with the reasons thereof:

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

51. Management Discussion and Analysis:

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

52. Appreciation:

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

For and on Behalf of Board of Directors
Sinnar Bidi Udyog Limited

Bharati Sancheti Ramdas Jadhav

Director Whole Time Director and CFO

DIN: 06983828 DIN: 09545256

Place: Nashik
Date: 03.09.2025