Directors Report of Silkflex Polymers (India) Ltd.

Mar 31, 2025

Your directors are pleased to present the 9^th (Ninth) Annual Report on the business and operations of the M/s Silkflex Polymers (India) Limited (“Company”) along with the Audited Financial Statements and Auditors’ Report for the Financial Year (“FY”) ended 31^st March, 2025.

1. FINANCIAL RESULTS

The summarized financials of your Company are given in the table below.

(Rs. Lakhs)
Particulars	Current Year	Previous Year
	2024-25	2023-24
Revenue from Operations	8,015.62	5,027.29
Other Income	35.65	24.95
Total Income	8,051.27	5,052.24
Total Expenses	7072.81	4478.87
Profit/(Loss) from operations before Exceptional Items, Depreciation &	978.46	573.37
Taxation
Depreciation & Amortization	38.30	48.04
Net Profit/(Loss) from operations before Tax	940.16	525.33
Tax Expenses
Current Tax	241.66	135.34
Deferred Tax	(154)	(2.93)
Net Profit/ (Loss) After Tax	700.04	392.92
Note: Previous yearfigures regrouped or rearranged wherever necessary.

2. FINANCIAL PERFORMANCE/ STATE OF COMPANY’S AFFAIRS

The brief highlights of the Company’s performance for the financial year (‘FY’) ended March 31, 2025 are:

Rs. 8,015.62 lakhs

Total income of the Company for FY 2024-25 stood at t 8,015.62 lakhs (t 5052.24 lakhs in FY 2023-24)

Rs. 978.46 lakhs

Profit from operations before Exceptional Items, Depreciation, & Taxation stood at t 978.46 lakhs.

Rs. 940.16 lakhs

Profit from operations before Tax (PBT) stood at t 940.16 lakhs. Net profit for the period stood at t 700.04 lakhs.

• The Company successfully completed its Initial Public Offering (IPO), raising capital through the issuance of 34,82,000 (Thirty-Four Lakhs Eighty-Two Thousand) equity shares of face value ?10/- each at a premium of ?42/- per share, aggregating to ?52/- per share.

• The total IPO proceeds amounted to ? 18,10,64,000/-(Rupees Eighteen Crores Ten Lakhs Sixty-Four Thousand only).

• The equity shares of the Company were listed on the NSE SME Platform of the National Stock Exchange of India Limited with effect from May 15, 2024.

3. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the “SEBI Listing Regulations”), the Management Discussion and Analysis is set out in this Annual Report and provides a detailed analysis on the performance of businesses and their outlook.

4. ACCOUNTING POLICY

These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (‘Indian GAAP’) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, as applicable. The financial statements have been prepared under the historical cost convention on accrual basis, except for certain financial instruments which are measured at fair value.

5. DIVIDEND

With a view to meet future requirements of projects and to strengthen the financial position of the Company, the Board of Directors have decided not to recommend any dividend on Equity Shares of the Company for the financial year ended March 31, 2025.

6. TRANSFER TO RESERVES

During the year ended March 31,2025, no amount (previous year: nil) transferred to general reserves.

7. CAPITAL STRUCTURE

The capital Structure of the Company as on 31^st March, 2025:

(Rs. Lakhs)
Share Capital		Amount
Authorized Share Capital:
1,35,00,000 Equity Shares @ Re.		1,350.00
10/- each:
Total]		1,350.00
Issued/Subscribed and Fully Paid-up Share Capital:
11,60,7000 Equity Shares @ Rs.		1,160.70
10/- each fully paid up
Total!		1,160.70

8. UTILIZATION OF FUNDS The reporting of the utilization of funds, as on March 31, 2025, raised through the above Initial Public Offering are as follows:
Original Object	Modified Object, if any	Original Allocation (Rs. In Lakhs)	Modified allocation, if any	Funds Utilised (Rs. In Lakhs)	Amount of Deviation/ Variation for the quarter according to applicable object	Remarks if any
Acquisition of Land	Not Applicable	553.49	Not Applicable	553.49	Not Applicable	Not Applicable
Funding of capital expenditure requirements of our Company towards purchase of Plant and Machineries	Not Applicable	207.82	Not Applicable	207.82	Not Applicable	Not Applicable
Funding Working Capital Requirements of our Company	Not Applicable	468.00	Not Applicable	468.00	Not Applicable	Not Applicable
General corporate purposes	Not Applicable	410.73	Not Applicable	410.73	Not Applicable	Not Applicable
Issue related Expenses	Not Applicable	170.60	Not Applicable	170.60	Not Applicable	Not Applicable
Total		1810.64		1810.64

11. BOARD OF DIRECTORS

The details of Board of Directors of the Company for the Financial Year 2024-25 and as on date of this Report are as follows:

Increase in Issued/Subscribed and Fully Paid-up Share Capital in the FY under review has resulted after IPO dated May, 2025 Initial Public Offering (IPO) in May, 2025

During the period under review, the Company issued and allotted 34,82,000 (Thirty-Four Lakhs Eighty-Two Thousand) equity shares of face value ?10/- (Rupees Ten only) each, fully paid-up, pursuant to its Initial Public Offering (IPO). As a result, the Paid-up Share Capital of the Company increased from ?8,12,50,000/-(Rupees Eight Crores Twelve Lakhs Fifty Thousand only), comprising 81,25,000 (Eighty-One Lakhs Twenty-Five Thousand) equity shares of ?10/- each, to ?11,60,70,000/-(Rupees Eleven Crores Sixty Lakhs Seventy Thousand only), comprising 1,16,07,000 (One Crore Sixteen Lakhs Seven Thousand) equity shares of ?10/- each.

The proceeds from the IPO have been utilized in accordance with the objects stated in the Prospectus.

9. SHARES

a. Buy Back of Securities

The Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder during the period under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares to its Directors or employees during the period under review.

c. Bonus Shares

The Company has not issued any Bonus Issue Share during the period under review.

d. Employee Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Institutional Investor Meet and Earnings Conference Call

During the financial year, the Company hosted its first postlisting Institutional Investor Meet and Earnings Conference Call on May 21, 2025. The event served as a platform to present the Company’s financial performance for the Second Half Year and Financial Year 2024-25, strategic business updates, and future outlook. The session featured presentations by the Chairman & Managing Director and the Whole-time Director & CFO, followed by an interactive Q&A session with analysts and investors. Discussions covered the Company''s expansion plans, IPO proceeds utilization, ongoing capex for the manufacturing unit at Vadodara, market potential in textile and wood coating segments, and the transition to a hybrid business model through local manufacturing. The transcript of the call was submitted to the National Stock Exchange and is also available on the Company’s website at https://silkflexindia.in/wp-

content/uploads/Silkflex-Polvmers-India-Ltd-H2-FY25-Concall-Transcript-Changes-Accepted.pdf.

Except for the above there have been 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 this report.

Retire by Rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajendrakumar Mohanlal Shah (DIN: 00200267), NonExecutive Non-Independent Directors of the Company, will retire by rotation at the ensuing Annual General Meeting (“AGM”) and Mr. Raj Nitin Mehta (DIN: 1125342) will be appointed in place of the Retiring Director.

Your Directors’ recommend his re-appointment. The detailed profile of Mr. Raj Nitin Mehta seeking appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings and Regulation 36 of the Listing Regulations is provided separately by way of an Annexure to the Notice of the AGM.

12. DECLARATION BY INDEPENDENT DIRECTORS As per the requirement of Section 134(3)(d) of the Companies Act, 2013 , all Independent Directors have given declaration as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence as laid by provision of Section 149(6) of the Companies Act, 2013 and under Regulations 16 and 25 of SEBI Listing Regulations and there has been no change in the circumstances affecting their status as independent directors of the Company.

In the opinion of the Board, the Independent Directors of the Company are the persons of integrity, expertise and fulfill the conditions as per the applicable laws and are independent of the management of the Company.

13. BOARD EVALUATION

Nomination and Remuneration Committee has laid down the criteria for evaluation of performance of the Board, its committees and the directors. In compliance with Sections 134, 178 and Para II, V and VIII of Schedule IV of the Act and Regulation 17 of Para A of Part D of Schedule II of the Listing Regulations, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its Committees and Directors. The evaluation process invited responses to a structured questionnaire for each aspect of the evaluation. All the results were satisfactory.

Board assessment is conducted through a structured questionnaire. All the Directors participated in the evaluation process. Further, a meeting of the Independent Directors was conducted to review the performance of the Board as a whole and that of Non-Independent Directors.

The evaluation results were discussed at the meeting of Board of Directors, Committees and the Independent Directors meeting. The Directors were satisfied with the overall corporate governance standards, Board performance and effectiveness.

14. NUMBER OF MEETINGS OF THE BOARD

Twelve meetings of the Board of Directors were held during the year. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act and the Listing Regulations. Details of the Board Meetings are provided in “Annexure - I” to this Report.

15. BOARD COMMITTEES

In order to strengthen functioning of the Board, the Board of Directors have constituted following Committees as per the requirement of the Act and the Listing Regulations:

(i) Audit Committee

(ii) Nomination & Remuneration Committee

(iii) Stakeholders’ Relationship Committee

Details of the Committees along with their terms of references, composition and meetings held during the Financial Year under review are provided in “Annexure -I” to this Report.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on the basis of information placed before them,; the Directors confirms that: -

i) In preparation of Annual Accounts for the Financial Year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) In preparation of Annual Account, your directors have selected relevant accounting policies and applied them consistently 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 at the end of financial year 2024-25 and of the profit of the company for the period.

iii) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) Company has prepared the annual accounts on a going concern basis.

v) Company has laid down internal financial controls and that such internal financial controls are adequate and were operating effectively.

vi) Company has laid down systems to ensure compliance with the provisions of all applicable law and that such systems are adequate and operating effectively.

17. KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Tushar Lalitkumar Sanghavi, Managing Director, Mrs. Urmi Raj Mehta, Whole Time Director & Chief Financial Officer and Ms. Nikita Jaiswal, Company Secretary & Compliance Officer.

During the under review, below were the changes in the Key Managerial Personnel of the Company:

a. Mr. Sourabh Sharma, resigned as the Company Secretary & Compliance Officer of the Company w.e.f. close of business hours of 1^st June, 2024.

b. Ms. Nikita Jaiswal, appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 5^th July, 2025.

The details of remuneration paid to the KMP’s is forming part of the Balance Sheet and specifically mentioned in Note No. 28 of Related Party Transactions.

18. POLICIES

The Board of Directors of your Company, from time to time have framed and revised various Polices as per the applicable Acts, Rules, Regulations and Standards for better governance and administration of the Company. The Policies are made available on the website of the Company at https://www.silkflexindia.in/policies/. The policies are reviewed periodically by the Board and updated based on need and requirements.

19. NOMINATION AND REMUNERATION POLICY

The abridged policy framed by Nomination & Remuneration Committee is as follows-

The company while appointing the Directors, the Committee shall give due consideration to their experience in Finance/ Law/ Management/ Sales/Marketing/ Administration/ deliberations of Board/ Corporate Governance or the other disciplines related to company’s business..

NED’s shall be paid a sitting fee for every meeting of the board and committee thereof attended by them as member. The amount of sitting fees shall be paid in accordance with the decision of the Board, subject to ceiling/ limits as provided u/s 197(5) Companies Act, 2013 read with rule 4 of Companies (Appointment & Remuneration of Managerial Personnel) rules, 2014.

Remuneration to Executive Director/ Key Managerial Personnel and Senior Management will be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and may involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The Policy of the Company on Directors’ Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, has been placed on the website of the Company and the web link of the same is as follows: https://www.silkflexindia.in/policies/.

20. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism for Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct and provide adequate safeguard against their victimization as provided in Section 177 of the Companies Act, 2013 and rules made there under. The Company promotes ethical behavior in all its business activities and in line with the best governance practices.

The Whistle Blower Policy aims to:

¦ allow and encourage stakeholders to bring to the management’s notice concerns about unethical behavior;

¦ ensure timely and consistent organisational response;

¦ cultivate and fortify a culture of transparency and trust; and

¦ provide protection against victimisation.

In accordance with the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Directors and the employees have direct access to the Chairman as well as the Members of the Audit Committee. No person was denied access to the Audit Committee. Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at https://silkflexindia.in/wp-content/uploads/3.-vigil-mechanism-whistler-blower-policy.pdf.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

21. CORPORATE SOCIAL RESPONSIBILITY

The key philosophy of all CSR initiatives of the Company is to make CSR a key business process for sustainable development of the society. The initiatives aim at enhancing welfare measures of the society. The Company intends to undertake other need based initiatives in compliance with Schedule VII of the Act. During the year, the Company has spent ? 5.02 lakhs. (Refer note 25 of the financial statement).

The brief outline of the Corporate Social Responsibility (“CSR”) policy of the Company and the initiatives undertaken by the Company on CSR activities during the Financial Year under review are set out as “Annexure - II” and forms a part of this Annual Report. The CSR Policy may be accessed on the Company’s website at https://silkflexindia.in/wD-content/uDloads/CSR-Policy.pdf.

22. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has adequate internal control procedures, commensurate with the size, scale and complexity of its operations. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

23. MANAGEMENT DISCUSSION AND ANALYSIS

The Management’s Discussion & Analysis Report of the Company for the Financial Year 2024-25 as required under the Act, and Regulation 34(2)(e) read with Schedule V of the Listing Regulations had been specified in “Annexure - III” forming part of this Report.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are 31 employees as on 31^st March, 2025.

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a

statement containing the disclosures pertaining to remuneration and other details has been appended as “Annexure - IV” to this Report.

The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the aforementioned Rules will be made available on request sent to the dedicated email address of the Company at [email protected].

25. COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of the Board of Directors and General Meetings respectively, have been duly complied with.

26. AUDITORS AND AUDITOR’S REPORT

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with rules thereunder, the shareholders of the Company at the 6th AGM held on 27th July 2022, approved appointment of M/s M B Jajodia & Associates, Chartered Accountants (ICAI Firm Registration Number 0139647W) as the Statutory Auditors of the Company for a term of 5 consecutive years commencing from the conclusion of 6 th AGM till the conclusion the 11th AGM of the Company i.e., from FY 2022-23 to FY 2026-27.

M/s. M B Jajodia & Associates, have confirmed that they are within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. M B Jajodia & Associates., have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Statutory Auditors Report to the shareholders for the year under review does not contain any modified opinion or qualifications and the observations and comments given in the report of the Statutory Auditors Notes to accounts are self-explanatory and hence do not call for any further explanation or comments under Section 134(f)(i) of the Companies Act, 2013.

b. Secretarial Auditors

The Board of Directors at its meeting held on 31st May, 2024, had appointed M/s. Insiya Nalawala & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a period of five years from FY 2024-25 to FY 2028-29. However, due to pre-occupation with other professional assignments, the said firm tendered its resignation with effect from 31^st March, 2025, resulting in a casual vacancy in the office of the Secretarial Auditor.

To fill the said vacancy, the Board, at its meeting held on 4th April, 2025, appointed Ms. Kavita Shaw, Practicing Company Secretary, as the Secretarial Auditor of the Company to conduct the Secretarial Audit for FY 2024-25.

The Secretarial Audit Report of the Company as prescribed under Section 204 of the Act is annexed herewith as “Annexure - V” and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation and adverse remarks and the comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further explanations or comments under Section 204(3) of the Act.

The Board has also re-appointed Ms. Kavita Shaw, Practicing Company Secretary to conduct secretarial audit of the Company for the FY 2025-26.

c. Internal Auditors

The Board of Directors at its meeting held on 31st May, 2024, had appointed M/s. Arham & Associates, Chartered Accountants, as the Internal Auditors of the Company for a period of five years from FY 2024-25 to FY 2028-29. However, due to professional commitments/other engagements, the said firm tendered its resignation with effect from 26^th May, 2025.

The Board, at its meeting held on 5^th June, 2025, appointed M/s. Ankit Gadiya & Associates, Chartered Accountants, as the Internal Auditor of the Company for FY 2025-26.

27. MAINTENANCE OF COST RECORDS

The Ministry of Corporate Affairs vide Notification dated December 31, 2014, made amendment in the Companies (Cost Records and Audit) Rules, 2014, through Companies (Cost Records and Audit) Amendment Rules, 2014. As per the Amendment Rules, the Company is exempted from the requirement to conduct Cost Audit.

28. REGISTRAR AND SHARE TRANSFER AGENT

The share transfer and related activities are being carried out by M/s. Bigshare Services Private Limited, Registrar and Share Transfer Agent from the following address: M/s. Bigshare Services Private Limited, Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400 093, Maharashtra, India.

29. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

During the year under review, the neither the Statutory Auditors nor Secretarial Auditors nor Cost Auditors have reported any incident of fraud to the Audit Committee or the Board during the year under review under Section 143(12) of the Companies Act, 2013 and therefore, no details are required to be disclosed under Section 134(3)(c)(a) of the Companies Act, 2013.

30. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3) (a) of the Act, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is hosted on the website of the Company at https://silkflexindia.in /annual-return-mgt-7/.

31. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associate Company or Joint Venture during the year under review.

32. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. There were no materially significant related party transactions which could have potential conflict with the interest of the Company at large. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions.

The particulars of contracts or arrangements, with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is appended as “Annexure - VI” to this report.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions may be accessed on the Company’s website at https://silkflexindia.in/wp-content/uploads / 7. -policy-on-materiality-of-related-party-transactions .pdf.

Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Note 28 in the Notes to Accounts forming part of the financial statement.

33. RISK MANAGEMENT

The Company has laid down a Risk Management Policy and the same is available on the website of the Company at https://silkflexindia.in/policies-code-of-conduct/.

34. BUSINESS RESPONSIBILITY AND SUSTANIBILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report as per regulation 34(2) of SEBI Listing Regulations is not applicable to the Company as the Company does not fall under top 1000 listed companies on the basis of market capitalization.

35. DIVIDEND DISTRIBUTION POLICY

Pursuant to regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed companies based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy as the Company does not fall under top 1000 listed companies on the basis of market capitalization.

36. DEPOSITS

During the year under review, the Company has neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as “Deposits” in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules,

2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

37. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 for conservation of energy, technology absorption, foreign exchange earnings and outgo is provided as “Annexure - VI” to this Report.

38. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ‘Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information’ and ‘Prohibition of Insider Trading Policy’ to preserve the confidentiality of Unpublished Sensitive information (UPSI) and to prevent misuse of such information.

The ‘Trading Window’ is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. All Board of Directors and the designated employees have confirmed compliance with the Code.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Internal Complaints Committee (“ICC”) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

The policy on Prohibition, Prevention & Redressal of Sexual Harassment is available on the website of the Company at httos://silkflexindia.in/wo-content/uoloads/9.-oolicv-on-orevention-of-sexual-harrasement-at-workolace-posh.pdf During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

The following is a summary of sexual harassment complaints received, disposed of, pending during the year:
No. of complaints of sexual harassment received in the year	Nil
No. of Complaints disposed of during the year	Nil
No. of Cases pending for more than ninety days	Nil

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

41. LISTING FEES

The listing fees payable for the Financial Year 2024-25 has been paid to National Stock Exchange of India Limited (“NSE”) within due date.

42. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

During the year under review, the Company has not given anv loans, made anv investments, or orovided anv guarantees or securities falling under the purview of Section 186 of the Companies Act, 2013.

43. REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review. The present address of the Registered Office is as follows: Daga Complex, Sulati Jaladhulagori, Sankrail, Howrah-711302, West-Bengal, India.

44. CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the good corporate governance practices and has adopted the Code of Conduct. As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guidelines, as required and if applicable on the Company’s size and type. Pursuant to the Regulation 15(2)(b) of SEBI (LODR) Regulations, 2015, the compliance with the provisions of Corporate Governance is not applicable on SME Listed Companies.

45. GENERAL

During the Financial Year under review:

a. There was no change in the nature of business of the Company.

b. The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder.

c. The Company has not failed to implement any corporate action.

d. The Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.

e. There was no revision of financial statements and Board’s Report of the Company.

f. No application has been made under the Insolvency and Bankruptcy Code, hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year is not applicable.

g. The requirement to disclose the details of difference between amount of the valuation done at the time of

onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

h. The securities were not suspended from trading during the year due to corporate actions or otherwise.

i. There was no delay, in holding Annual General Meeting.

j. There was no re-appointment of Independent Director during the year under review.

k. The financial statements of the Company are placed on

the Company’s website at

https://silkflexindia.in/annual-report/.

l. The Cash Flow Statement for the Financial Year 202425 is attached to the Balance Sheet which forms part of this Annual Report.

m. The Company continues to be compliant with the provisions of the Maternity Benefit Act, 1961, by providing eligible women employees with maternity leave as prescribed under the Act

n. The other disclosures, not commented upon in this report pursuant to Section 134 of the Companies Act, 2013 read with rules, are not applicable to the Company for the financial year under review.

46. ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express their sincere gratitude to all of the employees, customers, and suppliers who have contributed to our success over the past year. Their hard work, dedication, and support have been instrumental in achieving the goals and driving the business forward. We would also like to thank our Members for their continued trust and investment in the Company. We are committed to build strong relationships with all of our stakeholders, and we value their feedback and input as we strive to improve and grow our business. We are proud of what we have accomplished together, and we look forward to continued success in the years ahead.

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Mar 31, 2024

Your directors have pleasure in presenting the 8^th (EIGHTH) ANNUAL REPORT together with the Audited Financial Statements and Auditors'' Report for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULTS

The summarized financials of your Company are given in the table below.

	(Figures in Lakhs)
	Particulars	2023-24	2022-23
	Revenue from Operations	5,958.00	4,430.00
	Other Income	39.00	21.00
	Total Income	5,997.00	4,451.00
	Less: Total Expenses	5,472.00	4,340.00
	Profit/(Loss) Before Exceptional Items & Taxation	525.00	111.00
	Net Profit/(Loss) Before Tax	525.00	111.00
	Less: Tax Expenses
	• Current Tax	135.00	28.00
	• Deferred Tax	(3.00)	-
	Net Profit/(Loss) After Tax	393.00	83.00

2. RESULT HIGHLIGHTS

During the year under review, the Company has achieved total income of Rs. 5,997.00 lakhs and earned net profit after tax Rs. 393.00 lakhs as compared with the corresponding figures in the previous year of Rs. 4,451.00 lakhs and Rs. 83.00 lakhs respectively. The Total Revenue from Operations is increased by Rs. 1,528.00 lakhs as compared with last year as well as net profit tax also increased by Rs. 310.00 lakhs as compared with last year.

3. STATE OF AFFAIRS AS

The Company has changed its status from Private Limited Company to Public Limited Company with effect from December 21, 2023. There has been no change in the business of Company during the financial year under review. In the running financial year your directors are taking all reasonable steps to increase the business of the company without compromising the Standard rules of the company.

4. ACCOUNTING POLICY

These financial statements have been prepared in accordance with Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("the Act") read together with the Companies (Indian Accounting Standards) Rules, 2016 (as amended) and other relevant provisions of the Act.

5. DIVIDEND

With a view to meet future requirements of projects and to strengthen the financial position of the Company, the Board of Directors have decided not to recommend any dividend on Equity Shares of the Company for the financial year ended March 31, 2024.

6. TRANSFER TO RESERVES

Your Directors find it prudent not to transfer any amount to general reserve.

7. CAPITAL STRUCTURE

The capital Structure of the Company as on 31^st March, 2024:

	(Figures in Lakhs)
	SHARE CAPITAL	Amount
	1. Authorized Share Capital:
	1,35,00,000 Equity Shares @ Re. 10/- each:	1,350.00
	Total	1,350.00
	2. Issued/Subscribed and Fully Paid-up Share Capital:
	81,25,000 Equity Shares @ Rs. 10/- each fully paid up	812.50
	Total	812.50

Increase in Authorized Share Capital

The Board of Directors had increased the Authorised Share Capital of the Company on the following dates:

a. At its meeting held on July 24, 2023, from Rs. 2,50,00,000/- (Rupees Two Crores Fifty Lacs only) divided into 25,00,000 (Twenty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 10,00,00,000/ - (Rupees Ten Crore only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs, 10/- (Rupees Ten only)each.

b. At its meeting held on September 22, 2023, from Rs. 10,00,00,000/ - (Rupees Ten Crore only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs, 10/- (Rupees Ten only) each to Rs. 13,50,00,000/- (Rupees Thirteen Crore Fifty Lacs only) divided into 1,35,00,000 (One Crore Thirty Five Lacs) Equity Shares of Rs, 10/- (Rupees Ten only) each.

Increase in Issued/Subscribed and Fully Paid-up Share Capital

The Company has issued and allotted 56,25,000 (Fifty Six Lacs Twenty Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each fully paid up, pursuant to the resolution passed by the Board of Directors dated October 3^rd, 2023 by way of Bonus Issue which led to the increase of Paid-up Share Capital from Rs. 2,50,00,000/- (Rupees Two Crores Fifty Lacs only) divided into 25,00,000 (Twenty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 8,12,50,000/- (Rupees Eight Crore Twelve Lacs Fifty Thousand only) divided into 81,25,000 (Eighty One Lacs Twenty Five Thousand ) Equity Shares of Rs, 10/- (Rupees Ten only) each.

8. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the period under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Share during the period under review.

c. BONUS SHARES

The Company has issued and allotted 56,25,000 (Fifty Six Lacs Twenty Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each fully paid up, pursuant to the resolution passed by the Board of Directors dated October 3^rd, 2023 by way of Bonus Issue.

d. EMPLOYEE STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

9. MATERIAL CHANGES AFTER THE BALANCE SHEET DATES AS AT MARCH 31, 2024

After the completion of financial year and before adoption of Board Report, the Company has generated proceeds through Initial Public Offering (IPO) of 34,82,000 (Thirty Four Lacs Eighty Two Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each and premium of Rs. 42/ - (Rupees Forty Two only) each aggregating Rs. 52/ - (Rupees Fifty Two only) each of Rs. 18,10,64,000/- (Rupees Eighteen Crores Ten Lacs Sixty Four Thousand only).

The Company got listed on National Stock Exchange of India Limited (NSE SME Platform) with effect from May 15, 2024.

10. DIRECTORS & KEY MANAGERIAL PERSONAL

As per the recommendation of Nomination & Remuneration Committee, Mr. Rajendrakumar Mohanlal Shah, Non-Executive Non-Independent Director of the Company, retires from office by rotation and being eligible offers himself for re-appointment pursuant to the provision of the Companies Act, 2013 and Articles of Association of the Company.

Brief Profile of the Director who is being re-appointed as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the notice for the forthcoming Annual General Meeting of the Company.

None of the Directors of the Company is disqualified for being appointed as a Director, as specified in Section 164(2) of the Companies Act, 2013.

11. DECLARATION B Y INDEPENDENT DIRECTORS

As per the requirement of Section 134(3) (d) of the Companies Act, 2013 , all Independent Directors have given declaration as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence as laid by provision of Section 149(6) of the Companies Act, 2013.

12. BOARD EVALUATION

The Board Evaluation was carried out on the basis of Various Factors as Composition of Board and its Committees, its functioning, performance of Specific duties and obligations. The performance evaluation of Independent Directors was done by the entire Board of Directors (excluding the director being evaluated). The performance of Directors was carried out at the meeting. The Board of Directors expressed their satisfaction with the evaluation.

13. BOARD MEETINGS

The Board of Directors met Twenty-Five times during the financial year ended on 31^st March, 2024.

The meetings were dated 03.05.2023, 15.06.2023, 15.07.2023, 17.07.2023, 24.07.2023, 28.07.2023,

01.08.2023, 14.08.2023, 22.09.2023, 03.10.2023, 04.10.2023, 10.10.2023, 12.10.2023, 22.12.2023,

26.12.2023, 27.12.2023, 30.12.2023, 05.01.2024, 08.01.2024, 12.01.2024, 15.01.2024, 10.02.2024,

12.02.2024, 20.03.2024 & 28.03.2024 properly convened & held.

14. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and "General Meetings'' respectively, have been duly followed by the Company.

15. CAPITAL/FINANCE

During the year, the Company has not allotted any Equity Shares under rights/ preferential/ private placement basis except bonus shares. The Company has issued and allotted 56,25,000 (Fifty Six Lacs Twenty Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each fully paid up, pursuant to the resolution passed by the Board of Directors dated October 3^rd, 2023.

16. CONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT, 2013

There are currently three committees of the Board, as follows:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders'' Relationship Committee

(a) AUDIT COMMITTEE

The Audit Committee has been constituted on January 8, 2024 in accordance with the provisions of the Companies Act, 2013. The Audit Committee comprises of following members:

	Sl. No.	Name of the Director	Designation	Nature of Directorship
	1.	Mr. Hardikkumar Dasharathbhai Patel	Chairman	Independent Director
	2.	Mr. Sugoto Ghosh	Member	Independent Director
	3.	Mr. Tushar Lalit Kumar Sanghavi	Member	Managing Director

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit Committee.

Note:

• Mr. Sourabh Sharma, appointed as Company Secretary cum Compliance Officer of the Company with effect from January 8, 2024 had resigned from the same post with effect from June 1, 2024.

• Ms. Nikita Jaiswal, Company Secretary appointed as Company Secretary cum Compliance Officer of the Company with effect from July 5, 2024.

Terms & Scope of Work of Audit Committee

a) Oversight of our Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company;

c) Reviewing and monitoring the auditor''s independence and performance and the effectiveness of audit process;

d) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

e) Reviewing the financial statements with respect to its unlisted Subsidiary(ies), in particular investments made by such Subsidiary(ies);

f) Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

• Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions; and

• Modified opinion(s) in the draft audit report.

g) Reviewing, the quarterly financial statements with the management before submission to the Board for approval;

h) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

i) Approval or any subsequent modification of transactions of our Company with related parties;

j) Scrutiny of inter-corporate loans and investments;

k) Valuation of undertakings or assets of our Company, wherever it is necessary;

l) Evaluation of internal financial controls and risk management systems;

m) Monitoring the end use of funds raised through public offers and related matters;

n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

p) Discussion with internal auditors of any significant findings and follow up thereon;

q) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

r) Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

s) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

t) To establish and review the functioning of the whistle blower mechanism;

u) Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

v) Approval of appointment of the chief financial officer (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

w) Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority; and

x) Review of (1) management discussion and analysis of financial condition and results of operations; (2) statement of significant related party transactions (as defined by the audit committee), submitted by management; (3) management letters / letters of internal control weaknesses issued by the statutory auditors; (4) internal audit reports relating to internal control weaknesses; (5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; (6) statement of deviations including (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

(b) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee has been constituted on January 8, 2024 in accordance with the provisions of the Companies Act, 2013. Committee constitution is as follows:

Sl. No.	Name of the Director	Designation	Nature of Directorship
1.	Mr. Sugoto Ghosh	Chairman	Independent Director
2.	Mr. Hardikkumar Dasharathbhai Patel	Member	Independent Director
3.	Mr. Atanu Bhuniya	Member	Non-Executive NonIndependent Director

Terms & Scope of Work of Nomination and Remuneration Committee

The terms of reference, inter alia, includes:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

3. formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. devising a policy on diversity of board of directors;

5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. recommend to the board, all remuneration, in whatever form, payable to senior management.

The abridged policy framed by Nomination & Remuneration Committee is as follows-The company while appointing the Directors and KMP, the Committee shall give due consideration to their limit of holding other directorships / office as specified in the Companies Act, 2013 read with the Rules made therein and the Listing Agreement (as amended from time to time) and/ or any other applicable enactment, for the time being in force.

NED''s shall be paid a sitting fee for every meeting of the board and committee thereof attended by them as member. The amount of sitting fees shall be paid in accordance with the decision of the Board, subject to ceiling/ limits as provided u/s 197(5) Companies Act, 2013 read with rule 4 of Companies (Appointment & Remuneration of Managerial Personnel) rules, 2014.

Remuneration to Executive Director/ Key Managerial Personnel and Senior Management will be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and may involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

(c) STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee has been constituted on January 8, 2024 in accordance with the provisions of the Companies Act, 2013. Committee constitution is as follows:

	Sl. No.	Name of the Director	Designation	Nature of Directorship
	1.	Mr. Hardikkumar Dasharathbhai Patel	Chairman	Independent Director
	2.	Mr. Sugoto Ghosh	Member	Independent Director
	3.	Mrs. Urmi Raj Mehta	Member	Whole Time Director

Terms & Scope of Work of Stakeholders'' Relationship Committee

(1) Resolving the grievances of the security holders of the company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the company in respect of various services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

17. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors'' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, has been placed on the website of the Company and the web link of the same is as follows: https://www.silkflexindia.in/policies/.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on the basis of information placed before them,; the Directors confirms that: -

i) In preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) In preparation of Annual Account, your directors have selected relevant accounting policies and applied them consistently 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 at the end of financial year 2023-24 and of the profit of the company for the period.

iii) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) Company has laid down internal financial controls and that such internal financial controls are adequate and were operating effectively.

v) Company has laid down systems to ensure compliance with the provisions of all applicable law and that such systems are adequate and operating effectively.

vi) Company has prepared the annual accounts on a going concern basis.

19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control procedures, commensurate with the size, scale and complexity of its operations. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies.

20. CORPORATRE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives. The provisions contained in section 135 of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year under reference.

21. MANAGEMENT DISCUSSION AND ANALYSIS

The Management''s Discussion & Analysis had been specified in "Annexure A" forming part of this Report.

22. APPOINTMENT AND MANAGERIAL REMUNERATION

The details of appointment and resignation of KMP''s are specified in point number 31. The details of remuneration paid to the KMP''s is forming part of the Balance Sheet and specifically mentioned in Note No. 25 of Related Party Transactions.

The Factors considered while recommending increase in remuneration are financial Performance of the Company, Comparison with peer Companies, industry benchmarking, and regulatory guidelines as applicable to Managerial Personnel. The Variables pay is as per policy of the Company.

23. PARTICULARS OF EMPLOYEES

There are 28 employees as on as March 31^st, 2024.

Your Directors would like to put on record their appreciation of the sincere and dedicated services rendered by the loyal employees of the Company.

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details has been appended as "Annexure B" to this Report.

The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the aforementioned Rules will be made available on request sent to the dedicated email address of the Company at [email protected].

24. STATUTORY AUDITORS

Members of the Company at the 6^th AGM held on 27^th July 2022, approved appointment of M/s M B Jajodia & Associates, Chartered Accountants (ICAI Firm Registration Number 0139647W) as the Statutory Auditors of the Company for a term of 5 consecutive years commencing from the conclusion of 6th AGM till the conclusion the 11^th AGM of the Company i.e., from FY 2022-23 to FY 2026-27 from whom certificate pursuant to section 139 of the Companies Act has been received. Report of the Auditors, including reference made therein, to the notes forming part of the Statement of Accounts, are self-explanatory and does not require to be elucidated further.

M/s. M B Jajodia & Associates, have confirmed that they are within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. M B Jajodia & Associates., have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Statutory Auditors Report to the shareholders for the year under review does not contain any modified opinion or qualifications and the observations and comments given in the report of the Statutory Auditors Notes to accounts are self-explanatory and hence do not call for any further explanation or comments under Section 134(f)(i) of the Companies Act, 2013.

25. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

During the year under review, the auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 and therefore, no details are required to be disclosed under Section 134(3)(c)(a) of the Companies Act, 2013.

26. COST AUDITORS

The Ministry of Corporate Affairs vide Notification dated December 31, 2014, made amendment in the Companies (Cost Records and Audit) Rules, 2014, through Companies (Cost Records and Audit) Amendment Rules, 2014. As per the Amendment Rules, the Company is exempted from the requirement to conduct Cost Audit.

27. SECRETRIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, Secretarial Audit is not applicable on the Company.

28. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and it can be accessed through the given link- https://silkflexindia.in/financials/.

29. SUBSIDIARIES, TOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associate Company or Joint Venture during the year under review.

30. PARTICULARS OF RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The Company had entered into below mentioned Related Party Transactions during the financial year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is applicable.

Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement. The details of the same is more specifically specified in Form AOC-2 annexed with the Boards Report as "Annexure C".

Managerial Remuneration Paid during 2023-24: -			(Figures in Lakhs)
Sl. No.	Name of KMP/Directors	Designation	Remuneration Paid
1.	Tushar Lalit Kumar Sanghvi	Managing Director	45.00
2.	Urmi Raj Mehta	Chief Financial Officer	6.00
3.	Atanu Bhuniya	Non-Executive Independent Director	18.00
4.	Rajendrakumar Mohanlal Shah	Non-Executive NonIndependent Director	12.00
5.	Sourabh Sharma	Company Secretary	0.21

31. DIRECTORS / KEY MANAGERIAL PERSONNEL / AND THEIR APPOINTMENT / REAPPOINTMENT / RESIGNATION

The details of Board of Directors and Key Managerial Personnel of the Company for the Financial Year 2023-24 and as on date of this Report are as follows:

	Name of Directors and Key Managerial Personnel	Designation	Date of Appointment	Date of Change in Designation	Date of Cessation
	Tushar Lalit Kumar Sanghavi *	Chairman & Managing Director	13-05-2016	23-12-2023	-
	Rajendrakumar Mohanlal Shah **	Non-Executive NonIndependent Director	31-05-2022	23-12-2023	-
	Atanu Bhuniya **	Non-Executive NonIndependent Director	03-05-2023	23-12-2023
		Whole-Time Director
	Urmi Raj Mehta***	& Chief Financial	22-12-2020	22-12-2023
		Officer
	Sugoto Ghosh #	Independent Director	23-12-2023	-
	Hardikkumar Dasharathbhai Patel #	Independent Director	23-12-2023	-
	Sourabh Sharma##	Company Secretary & Compliance Officer	08-01-2024	-	01-06-2024
	Nikita Jaiswal ###	Company Secretary & Compliance Officer	05-07-2024	-	-

During the period under review:

*Mr. Tushar Lalit Kumar Sanghavi had been redesignated as Chairman and Managing Director of the Company with effect from December 23, 2023.

**Mr. Rajendrakumar Mohanlal Shah & Mr. Atanu Bhuniya had been redesignated as Non-Executive NonIndependent Director of the Company with effect from December 23, 2023.

***Mrs. Urmi Raj Mehta had been redesignated as Whole-Time Director and Chief Financial Officer of the Company with effect from December 23, 2023.

#Mr. Sugoto Ghosh and Mr. Hardikkumar Dasharathbhai Patel had been appointed as Independent Directors of the Company with effect from December 23, 2023.

##Mr. Sourabh Sharma, Company Secretary appointed as Company Secretary cum Compliance Officer of the Company with effect from January 8, 2024, had resigned from the place of office with effect from June 1, 2024. ###Ms. Nikita Jaiswal, Company Secretary appointed as Company Secretary cum Compliance Officer of the Company with effect from July 5, 2024.

32. RISK MANAGEMENT POLICY

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

33. BUSINESS RESPONSIBILITY REPORT (BRR)

The Business Responsibility Report as per regulation 34(2) of SEBI Listing Regulations is not applicable to the Company as the Company does not fall under top 500 listed companies on the basis of market capitalisation.

34. DIVIDEND DISTRIBUTION POLICY

Pursuant to regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 500 listed companies based on market capitalisation are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.

35. DEPOSITS

Your Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

36. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has not carried out any business activities warranting conservation of the energy and technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Since the company is not engage in any manufacturing activity, issues relating to technology absorption are not quite relevant to its functioning. During the year under consideration the Company has spent/incurred foreign exchange in accordance with the Rules and Regulations. There is no foreign exchange earnings during the year.

37. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ''Code of Conduct for Regulating, Monitoring and Reporting of Trading by insiders'' and ''Code of Fair Disclosure'' of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Organization.

The ''Trading Window'' is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. All Board of Directors and the designated employees have confirmed compliance with the Code.

38. VIGIL MECHANISM

The Company has established Vigil Mechanism for Directors and employees to report their genuine concerns and provide adequate safeguard against their victimization as provided in Section 177 of the Companies Act, 2013 and rules made there under. It has been posted to Company''s website www.silkflexindia.in.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

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

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year:

	No. of Complaints received	Nil
	No. of Complaints disposed off	Nil

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

41. EXTRACT OF ANNUAL RETURN

As per Companies (Management and Administration) Amendment Rules, 2021, the requirement of attaching Form MGT-9 has been withdrawn vide notification no. G.S.R. 159(E). dated 05/03/2021.

42. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans given, Investments made, Guarantees given and Securities provided covered under the provision of Section 186 of the companies Act, 2013 are given in the notes to the Financial Statements.

43. CORPORATE GOVERNANCE

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type. Pursuant to the Regulation 15(2)(b) of SEBI (LODR) Regulations, 2015, the compliance with the provisions of Corporate Governance is not applicable on SME Listed Companies.

44. GENERAL

The other disclosures, not commented upon in this report pursuant to Section 134 of the Companies Act, 2013 read with rules, are not applicable to the Company for the financial year under review.

45. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation and co-operation received from the Financial Institution, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.