Directors Report of Tusaldah Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 31^st Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the financial year ended on 31^st March, 2025.

1. FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended 31^st March, 2025 is summarized as below:

Amount in Rupees except EPS
Particulars	F.Y.2024-25	F.Y.2023-24
Revenue from operations	4,16,79,300	1,45,69,100
Other Income	-	_-
Less: Total Expenditure	4,34,38,423	1,39,25,263
Profit/(Loss) before Tax	(10,39,390)	6,43,837
Tax Expenses	NIL	NIL
Profit/(Loss) after Tax	(10,39,390)	6,43,837
Basic EPS	(1.56)	1.00
Diluted EPS	(1.56)	1.00

STATE OF COMPANY AFFAIRS

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions of the Companies Act, 2013.

During the year under review, revenue from operations of the Company was Rs. 4,16,79,300 as compared to Rs. 1,45,69,100/- in the previous financial year. During the year under review Company incurred loss of Rs. 10,39,390/-.

SHARE CAPITAL

The paid-up Share Capital of the Company as on 31^st March, 2025 is mentioned below:

Paid up Equity Share Capital : Rs. 2,34,34,300

Paid up Preference Share Capital : Rs. 1,36,00,000

During the year under review total Authorized capital (for Equity shares) of the company increased from Rs. 40,00,000 to 50,00,000. Issued, Subscribed and Paid Up Capital was increased from 6,47,000 Equity shares of Rs. 10/- each to 23,43,430 Equity Shares of Rs.10/- each consequent to decision of issue of share capital of 16,96,430 Equity shares at Rs.15 by way of Preferential issue (Face Value Rs. 10 and premium of Rs. 5) was approved by shareholders in Extra Ordinary General Meeting dated 18^th February, 2025 and the allotment of the same was done in Board meeting dated 28^th March, 2025.

Subsequent to the closure of accounts for the financial year, the Company has fully redeemed its Preference Shares pursuant to the resolution passed at the Board Meeting held on April 7, 2025.

Considering the losses incurred during the year, your directors do not recommend payment of any dividend for the financial year ended on 31^st March, 2025.

|5.^^JTSTRANSFERREDTORESERVES

No amount is proposed to be transferred to general reserves for the financial year ended on 31^st March, 2025.

During the year under review, there was no associate, Joint Venture and Subsidiary Company.

In accordance with the provisions of Section 134(3) of the Companies Act, 2013, the Annual Return, under Section 92 (3) of the Companies Act, 2013, is hosted on the website of the Company at https://www.highstreetfilatex.in/asp/annual-returns.htm

An active, informed and independent Board is a pre-requisite for strong and effective corporate governance. The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the Company has clear goals aligned to the shareholders'' value and growth. The Board critically evaluates strategic direction of the Company and exercises appropriate control to ensure that the business of the Company is conducted in the best interests of the shareholders and society at large. The Board is duly supported by the Key Managerial Personnel and Senior Management Personnel in ensuring effective functioning of the Company.

â¢ Composition of the Board

The Composition & category of the Directors along with their attendance at Board Meetings, previous AGM as on March 31, 2025 are given below:-

S. No.	Name of the Director	Designation	No. of Board Meetings		Attendance at Last AGM held on September 20,2024
S. No.	Name of the Director	Designation	Held during the tenure	Attended	Attendance at Last AGM held on September 20,2024
1.	Mr. Bhagwan Singh	Chairman & Whole Time Director	8	8	YES
2.	Mrs. Aishwarya Sethia	Director & CFO	8	8	YES
3.	Mr. Sunil Kumar Bairwa	Independent Director	8	8	YES
4.	Mr. Charan Singh	Independent Director	8	8	YES
5.	Mr. Dharmesh Ishwarlal Saraiya	Independent Director	3	3	NO

The composition of the Board reflects the judicious mix of professionalism, competence and sound knowledge which enables the Board to provide effective leadership to the Company. The Board periodically evaluates the need for change in its size and composition to ensure that it remains aligned with statutory and business requirements. None of the Director hold office as a director, including any alternate directorship, in more than twenty companies, nor is a Director on the Board of more than ten Public Companies or acts as an Independent Director in more than seven Listed Companies. Further, none of the Director is a Member of more than ten Committees or Chairman of more than five Committees, across all the Companies in which he/she is a Director. The Company has issued the formal letter of appointment to all the Independent Directors as prescribed under the provisions of the Act and the terms and conditions of their appointment has been uploaded on the website of the Company.

The Board is entrusted with ultimate responsibility of the management, directions and performance of the Company. Board conducts and exercises the overall supervision and control by setting the goals and policies, reporting mechanism and decision-making processes to be followed.

In accordance with Section 152 of the Companies Act, 2013, Mr. Bhagwan Singh (DIN: 02305246) is retiring by rotation at the ensuing Annual General Meeting and being eligible have offered himself for reappointment.

Further, during the year under review Mr. Prachi Sethia (DIN: 06804838) has tendered her resignation from the post of Director of the company w. e. f 15^th January, 2025.

Further, during the year under review, the Board based on the recommendation of Nomination and remuneration Committee has appointed Mr. Dharmesh Ishwarlal Saraiya (DIN: 06804838) as Director of the company w.e.f 16^th January, 2025

Mrs. Bhavna Giamalani (M. No. 56103), Company Secretary and Compliance Officer of the company has tendered resignation from the said designation with effect from 07^th April, 2025. The Board places on record its appreciation for the services rendered by her during her tenure. Further, she ceases to be associated with the company and is relieved from the duties of a Company Secretary and Compliance Officer.

Except aforesaid changes, no other changes took place in the directors and KMP of the company during the year under review. Further, the following changes took place after the closure of financial year and till the date of this report:

Mr. Dharmesh Ishwarlal Saraiya (DIN: 06804838), Mr. Sunil Kumar Bairwa (DIN: 06791053) and Mr. Charan Singh (DIN: 06804838) has tendered their resignation from the post of Director of the company w. e. f 26^th June, 2025. The Board places on record its deep appreciation for services rendered during their respective term as Directors of the Company.

Further Sandeep Jagdishprasad Agarwal was appointed as Chief Executive Officer in the Board meeting held on 26^th June, 2025.

Further Mrs. Anupriya Sandeep Agarwal (DIN:06417793) was appointed as Additional Director in the Board meeting held on 26^th June, 2025 and her appointment will be regularized by the members in the 31^st AGM of the Company to be held on 25^thSeptember, 2025.

Further Mr. Manish Jhanwar (DIN: 05312225) was appointed as Additional Director (Independent) in the Board meeting held on 13^th August, 2025 and his appointment will be regularized by the members in the 31^st AGM of the Company to be held on 25^th September, 2025.

Mr. Jay Soni (M. No. 77601) who possess requisite qualification as prescribed under the [Appointment and Qualification of Secretary] Rules, 1988 was appointed as the Company Secretary & Compliance Officer of the company by the Board of directors following the recommendation of the Nomination and Remuneration Committee with effect from 26^th June, 2025 fulfilling the requirements of Section 203 of the Companies Act, 2013 and rules made there under and as per Regulation 6(1) of SEBI Listing Regulations.

Board meetings are conducted in accordance with the provisions of the Companies Act, 2013 (hereinafter referred as "the Act") read with Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "the SEBI Listing Regulations") and Secretarial Standard-1.

The Board meets at regular intervals (at least once in a calendar quarter) to discuss and decide on business strategies/policy and review the financial performance of the Company.

The agenda along with relevant notes and other material information are sent in advance separately to each Director. In case of Business exigencies, if any, the Board''s approval is taken through circular resolution except in the cases which has been restricted by the act, which is noted and confirmed at the subsequent Board meeting.

The Chief Financial Officer of the Company was invited to attend all the Board Meetings. Other senior managerial personnel are called as and when necessary to provide additional inputs for the items being discussed by the board.

â¢ The Whole-time Director and the Chief Financial Officer of the Company make the presentation on the quarterly and annual operating & financial performance of the Company and other business issues.

â¢ The draft of the minutes prepared by Company Secretary is circulated among the Directors for their comment/suggestion within 15 days of meeting and finally after incorporating their views, final minutes are recorded in the books within 30 days of meeting.

â¢ Post meeting, important decisions taken are communicated to the concerned officials and department for the effective implementation of the same.

The Board of Directors met to discuss and decide on Company''s business policy and strength apart from other normal Board business. During the year 2024-25, Eight (8) Board Meetings were held, and the intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 and the SEBI Listing Regulations, including relaxations/extensions as time to time provided by the Ministry of Corporate affairs and Securities and Exchange Board of India. The dates on which the said meetings were held are as follows:

01	Wednesday, 08^th May, 2024
02	Monday, 08^th July, 2024
03	Friday, 09^th August, 2024
04	Tuesday, 12^th November, 2024
05	Thursday, 16^th January, 2025
06	Friday, 24^th January, 2025
07	Monday, 03^rd February, 2025
08	Friday, 28^th March, 2025

Under the aegis of Board of Directors, several committees have been constituted and delegated powers for different functional areas. The Board Committees are formed with approval of the Board and function under their guidance. These Board committees play an important role in overall management of day-to-day affairs and governance of the Company. The Board committees meet at regular intervals, takes necessary steps to perform its duties entrusted by the Board. To ensure good governance, Minutes of the meetings are placed before the Board to take note.

Under the provisions of the Act and the SEBI Listing Regulations, the Board of the Company have three committees namely:

I. Audit Committee

II. Stakeholders'' Relationship Committee

III. Nomination and Remuneration Committee

These are briefly enumerated as under:

I. Audit Committee:

The Audit Committee is duly constituted in accordance with Section 177 of the Act read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. It adheres to the terms of reference, prepared in compliance with Section 177 of the Act, and the SEBI Listing Regulations to the extent applicable. The Audit Committee of the Company is entrusted with the responsibility to supervise the Company''s internal controls and financial reporting process. The Committee acts as a link between the Management, the Statutory Auditors, the Internal Auditors, Secretarial Auditors and the Board of Directors.

a.) Composition:

The Audit Committee comprises of three Directors, all of whom are Non-Executive Independent Directors. All the members of Audit Committee are financially literate and bring in expertise in the fields of finance, taxation, economics, risk and international finance. The Audit Committee seeks to ensure both corporate governance and provides assistance to the Board of Directors in fulfilling the Board''s overall responsibilities.

The constitution of the Audit Committee as on 31^st March, 2025 is as under:

Name of Members		Designation
Mr. Sunil Kumar Bairwa		Chairman (Independent Director)
Mr. Charan Singh		Member (Independent Director)
Mr. Dharmesh Ishwarlal Sar	aiya¹	Member (Independent Director)

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

(ii) review and monitor the auditor''s independence and performance, and effectiveness of audit process;

(iii) examination of the financial statement and the auditors'' report thereon;

(iv) approval or any subsequent modification of transactions of the Company with related party;

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the Company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters

(ix) review of internal audit reports relating to internal control weakness and discuss with internal auditors any significant findings and follow up thereon;

(x) reviewing the statements of significant related party transactions submitted by the management.

(xi) review of the Whistle Blower Mechanism of the Company as per the Whistle Blower Policy and overseeing the functioning of the same.

(xii) review and approve policy on materiality of related party transactions and also dealing with related party transactions.

c.) Audit Committee Meetings and Attendance-

During the Financial Year 2024-25, 5 (Five) meetings of the Audit Committee were held. The necessary quorum was present in all the meetings. The Audit Committee Meetings are usually held at the registered office of the Company. The dates of the meetings are:

01	Monday, 08^th May, 2024
02	Friday, 09^th August, 2024
03	Tuesday, 12^th November, 2024
04	Friday, 24^th January, 2025
05	Monday, 03^rd February, 2025
The table below provides the attendance of the Audit Committee members:
Name		Position	Category	No. of Audit Committee Meeting during the year
				Held	Attended
Mr. Sunil Kumar Bairwa		Chairman	Non Executive (Independent Director)	5	5
Mr. Charan Singh		Member	Non Executive (Independent Director)	5	5
Ms. Prachi Sethia		Member	Non Executive (Director)	3	3
Mr. Dharmesh Ishwarlal Saraiya		Member	Non Executive (Director)	2	2

The Audit Committee invites such of the executives as it considers appropriate i.e. the head of the finance (CFO), Internal Auditor, representatives of the Statutory Auditors, Secretarial Auditors etc. to attend the Committee''s meetings. The Company Secretary of the Company acts as the Secretary to the Audit Committee.

All the recommendations of the Audit Committee was accepted by the Board during the year.

II. Stakeholders'' Relationship Committee:

The Stakeholders Relationship Committee is duly constituted in accordance with Section 178(5) of the Act. The Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders''/ investors'' complaints with respect to transfer, transmission of shares, issuance of duplicate share certificate, non-receipt of Annual Report, non-receipt of dividend etc.

This committee overlooks the performance of the Registrar and Share Transfer Agent and to recommend measures for overall improvement in the Quality of Investor services. The Company has always valued its customer relationships.

a.) Composition: Constitution of the Committee is as under:
Name of Members	Designation
Mr. Sunil Kumar Bairwa*	Chairman (Independent Director)
Mr. Charan Singh*	Member (Independent Director)
Ms. Prachi Sethia*	Member (Director)

*Further during the period Ms. Prachi Sethia, ceased to be the Director and member of the committee w.e.f. 15^th January, 2025 and Mr. Dharmesh Ishwarlal Saraiya was inducted as the Director and Member of the Audit Committee with effect from 16^th January, 2025 in place of Ms. Prachi Sethia.

b. ) Terms of reference of the Stakeholders'' Relationship Committee are broadly as under-

The Stakeholders'' Relationship Committee specifically looks into various issues of the Shareholders such as:

1. Resolving the grievances of the security holders of the listed entity 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 listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

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

c. ) Stakeholders'' Relationship Committee Meetings and attendance

During the year 2024-25, 01 (one) meeting of the committee was held on Monday, 10^th February, 2025. The necessary

quorum was present in the meeting. The Committee Meeting is usually held at the registered office of the Company.

The table below provides the attendance of the Stakeholders'' Relationship Committee members:

Name	Position	Category	No. of Stakeholder Relationship Committee Meeting during the year
			Held	Attended
Mr. Sunil Kumar Bairwa	Chairman	Non Executive (Independent Director)	1	1
Mr. Charan Singh	Member	Non Executive (Independent Director)	1	1
Ms. Dharmesh Ishwarlal Saraiya	Member	Non Executive (Director)	1	1
Company Secretary of the Company acts as the Secretary of the Committee d.) Details of Complaints:
Opening balance at the beginning of the year				Nil
Received during the year				1
Disposed during the year				1
Closing balance at the end of the year				Nil

III. Nomination and Remuneration Committee-

The Nomination and Remuneration Committee has been constituted by the Company in terms of the provisions of Section 178 of the Act. The Nomination and Remuneration Committee reviews and recommends the payment of salaries, commission and finalizes appointment and other employment conditions of Directors, Key Managerial Personnel and other Senior Employees.

^â¢	Composition:-
	Name of Members	Designation
	Mr. Charan Singh	Chairman (Independent Director)
	Mr. Sunil Kumar Bairwa	Member (Independent Director)
	Ms. Prachi Sethia*	Member (Director)

The Nomination and Remuneration Committee has been constituted in order to bring about objectivity in determining the

remuneration package while striking a balance between the interest of the Company and the shareholders.

â¢ Extract of Terms of Reference-

The broad terms of reference of the Nomination and Remuneration Committee, as amended from time includes the following-

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

3) 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.

4) 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.

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

Nomination and Remuneration Committee Meetings and attendance - The necessary quorum was present in all the

meetings. The Nomination and Remuneration Committee Meetings are usually held at the registered office of the Company.

During the Financial Year 2024-25, 03 (three)meetings were held:-

01	Monday, 08^th July, 2025
02	Friday, 09^th August, 2025
03	Thursday, 16^th January, 2025
The table below provides the attendance of the Nomination and Remuneration Committee members:
Name		Position	Category	No. of Nomination & Remuneration Committee Meeting during the year
				Held	Attended
Mr. Sunil Kumar Bairwa		Chairman	Non Executive (Independent Director)	3	3
Mr. Charan Singh		Member	Non Executive (Independent Director)	3	3
Ms. Prachi Sethia		Member	Non Executive (Director)	2	2
Mr. Dharmesh Ishwarlal Saraiya		Member	Non Executive (Director)	1	1

The meeting of Independent Directors was conducted to enable the Independent Directors to discuss matters pertaining to inter alia review the performance of Non Independent Directors and the Board as a whole, review the performance of the Executive Chairman of the Company (taking into account the views of the Executive and Non- Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company, Management and the Board which is necessary for the Board to effectively and reasonably perform their duties and considered preferential issue.

The meeting of the Independent Directors for the financial year under review was held on 11^th November, 2024 and 24^thJanuary 2025.

The Chairman of the meeting of Independent Directors apprises the Chairman of the Company regarding the views/ concerns, if any, of Independent Directors.

During the year under review, the Company has not given any loans or guarantee or provided security in connection with a loan nor it has acquired by way of subscription, purchase or otherwise the securities of any other body corporate.

Il^-PARTICULARSGFCGNTRACTOR^RRANGEMENTWITHRELATEDPARTIES

All the related party transactions that were entered during the financial year are done on arm''s length basis and in the ordinary course of business. Relevant Form (AOC-2) for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given as "Annexure-1" to this Report.

The policy on dealing with and materiality of Related Party Transactions has been placed on the Company''s website and can be accessed through the following link:

http://www.highstreetfilatex.in/asp/Policv on Related PartvTransaction.pdf

There were no material changes occurred and commitments that took place between the end of the financial year to which the financial statements relate and the date of this Report which can affect the financial position of the Company.

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

In compliance with the requirements of regulations contained in the SEBI Listing Regulations and the provisions of the Act, Company has a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. Company has a well-established Risk Management framework in place for identification, evaluating and management of risks, including the risks which may threaten the existence of the Company. In line with Company''s commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. A detailed exercise is carried out to identify, evaluate, manage and monitor the risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. The detailed risk management policy of Company is available on the following weblink: http://highstreetfilatex.in/asp/Policy on Risk Managment.pdf

The Company has received necessary declaration from each Independent Director of the Company stating that:

(i) they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; and

(ii) as required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors'' Databank maintained by the Indian Institute of Corporate Affairs.

Based on the declarations received from the Directors, the Board confirms, 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 are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors.

During the year under review, Company has neither invited nor accepted or renewed any fixed deposit in terms of provisions of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Further, the particulars of the borrowings by the Company from its directors are provided in the financial statements. (Please refer to Note. 9 in the Financial Statements).

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo during the financial year as required to be disclosed pursuant to Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules 2014, are given to the extent applicable in "Annexure- 2" forming part of this report.

The Board of Directors at their meeting dated 26^th June, 2025 recommended the appointment of M/s. N.D. Kapur & Co, Chartered Accountants (Firm Reg. No. 001196N) as Statutory Auditors of the Company in place of M/s. R Sogani & Associates, Chartered Accountants (FRN 018755C) who have tendered their resignation w.e.f. 25^th June, 2025 as Statutory Auditors of the Company. M/s. N.D. Kapur & Co, Chartered Accountants (Firm Reg. No. 001196N) were appointed w.e.f. 26^thJune, 2025 till the ensuing AGM to fill the casual vacancy caused due to resignation of M/s. R Sogani & Associates, Chartered Accountants, (FRN: 018755C).

Further, the Board of Directors of the Company at its meeting held on 26^th June, 2025 have appointed M/s. N.D. Kapur & Co, Chartered Accountants (Firm Reg. No. 001196N) for a term of 5 years, subject to the approval of shareholders at ensuing Annual General Meeting, to hold office till the conclusion of Annual General Meeting to be held in the year 2030.

The Board recommends to the members of the Company approval of appointment of M/s. N.D. Kapur & Co, Chartered Accountants (Firm Reg. No. 001196N) as the Statutory Auditors of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board has duly received the Statutory Auditor''s Report on the financial Statements of the Company for the financial year ended March 31, 2025. The Report given by the Auditors on the financial statements of the Company is forming part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and the observations made by the Auditors are self-explanatory and have been dealt with in Independent Auditors Report & its annexures and hence do not require any further clarification.

Further, the Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Act.

|23^CRETARIALAUDITOR|SECRETARIALAUDITREPORT^^^^^^^^^^H

The Board of Directors of the Company has appointed M/s V. M. & Associates (FRN: P1984RJ039200) Company Secretaries, Jaipur as Secretarial Auditor of the Company to conduct secretarial audit of the secretarial records for the Financial Year 2024-25.

A Secretarial Audit Report in Form MR-3 issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended 31^st March, 2025 is given in "Annexure-3" to this Report and does not contain any qualification, reservation or adverse remark except the following:

1. The Company has not fully adhered with Regulation 3(5) of the SEBI PIT Regulations, as in a few instances, the entries regarding the sharing of Unpublished Price Sensitive Information ("UPSI") were either not recorded in the Structured Digital Database maintained by the Company or were recorded after the UPSI had become public

Management Reply: We remain fully committed to adhering to SEBI''s regulations and ensuring the integrity of our information-sharing processes. Management has already taken proactive steps to enhance internal controls and reporting mechanisms to ensure that such occurrences do not recur. we will continue to maintain the highest standards of compliance moving forward.

2. The Company has not submitted certain disclosures to the stock exchange as required under Regulation 30 read with Schedule III Part A of SEBI Listing Regulations;

Management Reply: The Company understands the importance of these disclosures in maintaining transparency with the stock exchanges and stakeholders. We have reviewed the situation, and the oversight was purely due to an internal procedural delay. Immediate corrective measures have been taken to ensure that all pending disclosures are submitted promptly and in compliance with regulatory requirements.

3. The Company has not complied with section 117 of the Act, as E-form MGT-14 was not filed for certain resolutions passed by the Board of Directors in pursuance of the powers exercised under Section 179 of the Act.

Management Reply: The delay occurred due to miscommunication between departments regarding the filing requirements. We are currently in the process of filing the MGT-14 for all affected resolutions, and this will be completed as soon as possible. To prevent such lapses in the future, we have strengthened our compliance monitoring systems to ensure that all necessary filings are made promptly in accordance with statutory requirements.

Further, as per recommendation of the Audit Committee, the Board of Director has appointed M/s. Krishna Rathi & Associate, Practicing Company Secretaries as Secretarial Auditors of your Company for the Financial Year 2025-26.

During the financial year 2024-25, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.

|24^rERNALAUDTORANDTH|IRREPORT^^^^^^^^^^^^^^H

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company. The Internal Audit Report is received yearly by the Company and the same is reviewed and taken on record by the Audit Committee and Board of Directors.

As per the requirements of the Act, Company had appointed Mrs. Padmini Palod, Chartered Accountant (Membership No. 074922) as the Internal Auditor of the Company for the financial Year 2024-25 for conducting Internal Audit.

The Internal Auditor''s Report for the financial year ended on 31^st March, 2025 are free from any qualification, reservation, observation and adverse remark.

In compliance with the aforesaid requirements, as per recommendation of the Audit Committee, the Board of Director has appointed M/s. A.R. Sodha & Co, Chartered Accountants as the Internal Auditor of the Company for the financial Year 202526 for conducting Internal Audit.

During the financial year 2024-25, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

|25^RPORATEGOVERNANCEANDCODEOFCODUCT^^^^^^^^^^^^H

Pursuant to the provisions of Regulation 15 and Chapter V of the SEBI Listing Regulations, 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 are not required to comply with the provisions of Regulation 27 of the SEBI Listing Regulations.

As per the Audited Financial Statements of the Company the paid-up Equity Share and Net worth does not exceed the limit as mentioned above; hence compliance with the provisions of the Corporate Governance is not applicable to the Company.

However, your Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.

Therefore, declaration/certification/information required to be disclosed as per Para C, D and E of Schedule V read with Regulation 34 are not applicable to the Company and hence, Corporate Governance Report, Declaration and Compliance Certificate pursuant to Para C, D and E of Schedule V of Listing Regulations, respectively, not attached to this report.

|26^NAGEMENTD|CUSSIONANDA^YSISREpORT^^^^^^^^^^^H

In compliance with the Regulation 34 (2) of the SEBI Listing Regulations, the Management Discussion and Analysis Report giving details of overall industry structure, developments, performance and state of affairs of Company''s business forms an integral part of this Report as "Annexure-4".

None of the employees of the Company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) of the Act read with rule 5, sub-rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014(as amended) during the year under review.

The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub section 12 of Section 197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as "Annexure-5".

During the period under review, the Company has complied with all the mandatory requirements of the SEBI Listing Regulations and other applicable regulations.

This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of High Street Filatex Limited (the "Company").

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and includes formal evaluation framework of the Board. The company''s Nomination & Remuneration policy includes director''s appointment and remuneration & criteria for determining qualifications, positive attributes, independence of Director.

The objective of this Policy is to serve as a guiding charter to appoint qualified persons as directors on the Board of Directors of the Company ("Directors"), Key Managerial Personnel (the "KMP"), persons who may be appointed in senior management positions ("SMP"), to recommend the remuneration to be paid to them and to evaluate their performance.

The salient features of the Nomination and Remuneration policy are as follows:

Part A covers the matters to be dealt with, perused and recommended by the Committee to the Board:

Part B covers the appointment including re-appointment and removal of Director, KMP and senior management: and

Part C covers the level and composition of remuneration is reasonable and sufficient, relationship of remuneration to

performance is clear and meets appropriate performance benchmarks.

The policy is also available on the website of Company at http://www.highstreetfilatex.in/asp/nomination-and-remuneration-policv.pdf.

The parameters for the performance evaluation of the Board, inter alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc., and such evaluation was done by the means of questioners circulated to all the directors.

The parameters for the performance evaluation of the Directors include attendance, effective participation in meetings of the Board, domain knowledge, vision, strategy, etc.

The Chairman of the respective Committees based on the feedback received from the committee members on the outcome of performance evaluation exercise of the committee, shares a report to the Board.

Board Level Performance Evaluation

The Act and the SEBI Listing Regulations stipulates the performance evaluation of the Directors including Chairman, Board and its Committees. Considering the said provisions, the Company has devised the process and the criteria for the performance evaluation which has been recommended by the Nomination & Remuneration committee and approved by the Board.

During the year the Board of Directors has carried out an annual performance evaluation of its own performance, board committees and Individual Directors based on an indicative list of factors.

The process for formal annual performance evaluation is as under:

â¢ Independent Directors of the Company at their separate meeting evaluates the performance of Whole Time Director, NonExecutive Directors, Chairman of the Company and the Board as a whole.

â¢ The Board evaluates the performance of the all Directors.

â¢ The Board evaluated the performance of Board Committees.

â¢ Nomination & Remuneration Committee evaluate/ review the performance of each Director recommends appointment/reappointment/ continuation of Directors to the Board. Based on the recommendation of Nomination & Remuneration Committee, Board will take the appropriate action.

The criteria for performance evaluation are as under:

Performance Evaluation of Non-Executive Directors and Chairman

Participation at Board / Committee Meetings, Managing Relationship, Knowledge and skill, Personal attributes, Compliance and Corporate Governance; Leadership; Strategy Formulation, Strategy Execution, Financial Planning/Performance, Relationships with the Board, Human Resource Management and Succession Planning, Personal Qualities, Resources and Conduct of Meetings.

Performance Evaluation of Board

Composition and Diversity; Strategic Foresight, Value Creation, Process and Procedures, Oversight of the Financial Reporting Process and Internal Controls, Oversight of Audit Functions, Corporate Governance, Corporate Culture, Monitoring of business activities, Understanding of the business of the Company and Regulatory environment; Contribution to effective corporate governance and transparency in the Company''s Operations; Deliberations/decisions on the Company''s strategies, policies, plans and guidance to the Executive Management.

Performance Evaluation of Committees

The performance and effectiveness of the Committee; Frequency and duration; Spread of talent and diversity in the Committee; Understanding of regulatory environment and developments; Interaction with the board.

Subject to the provisions of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2015, the Company is not mandatorily required to undertake CSR initiatives. The report of the CSR activities is not applicable to the Company.

The Company has a robust vigil mechanism through its whistle blower policy, approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act.

The policy also provides protection to the employees and Directors who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the whistle blower policy. The employees are encouraged, to raise voice, for their concerns by way of whistle blowing and all the employees have been given access to Chairperson of the Audit Committee. It also provides adequate safeguards against victimization of Directors/ Employees who avail the mechanism and are free to report violations of applicable laws and regulations and the code of conduct. No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy. The Whistle Blower Policy is available on the following web link: http://www.highstreetfilatex.in/asp/vigil-mechansim.pdf.

The Company''s internal financial control framework is commensurate with the size and operations of the business and is in line with requirements of the Act. The Company has laid down Standard Operating Procedures and policies to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The Management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Institute of Company Secretaries of India, a statutory body, has issued Secretarial Standards (SS) on various aspects of corporate law and practices. The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Company has adopted a Code of Conduct for all the employees including the members of the Board and Senior Management Personnel. All the members of the Board and Senior Management Personnel have affirmed compliance with the said code of conduct for the financial year 2024-25.

The Code has been posted on the website (www.highstreetfilatex.in) of the Company. The Code can be accessed through the following link :http://www.highstreetfilatex.in/asp/ITC-High-street-filatex.pdf.

The Company''s Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 framed thereunder.

The Company conducts sessions for employees across the organization to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act. The Company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees are

covered under this policy. ICC has been set up to redress complaints received regarding sexual harassment. During the Financial Year 2024-25, no complaint of sexual harassment was received by the Company details/particulars for the same are as follows:
Particulars						No. of Complaints
No. of Complaints pending at the beginning of the year						0
No. of Complaints received during the year						0
No. of Complaints disposed off during the year						0
No. of Complaints pending for more than Ninety days						0
The Company is committed to providing a safe and conducive work environment to all of its employees and associates.
	37.	GENERAL SHAREHOLDER INFORMATION
	a) Annual General Meeting
	Date and Time of AGM		Thursday, 25^th September, 2025
	Mode		Video Conference and Other Audio Visual Means
	Financial Year		2024-25
	Dividend Payment Date		-
		(b) Listing on Stock Exchanges The Company''s Equity Shares are listed on:
		BSE Limited 25th Floor, P. J. Towers, Dalal Street, Fort, Mumbai- 400 001
		CSE Limited 7, Lyons Range Kolkata - 700001
		The Company has paid till date, appropriate listing fee to both the stock exchanges.
		c) Unclaimed Suspense Account
		Aggregate number of shareholders and the outstanding shares lying in the Suspense Account at the beginning of the year	Number of shareholders who approached the issuer for transfer of shares from the Suspense Account during the year		Number of shareholders to whom shares were transferred from the Suspense Account during the year		Aggregate number of Shareholders and the Outstanding shares lying in the Unclaimed Suspense Account at the end of the year
		One shareholder having 20 equity shares	Nil		Nil		One shareholder having 20 equity shares
		The voting rights on the shares in suspense account shall remain frozen till the rightful owner of such shares claims the shares.
		d) Stock Code
		BSE Limited		531301
		CSE Limited		031175
		ISIN for NSDL and CDSL		INE319M01011

(e) Registrar and Transfer Agent

Beetal Financial and Computer Services Private Limited

"Beetal House", 3^rd Floor, 99 Madangir, Behind Local Shopping Centre,

Near Dada, Harsukhdas Mandir, New Delhi-110062.

Ph. No.: 91-011-29961281,29961282, Fax No.: 91-011-29961284 Website: www.beetalfinancial.com, E-mail Id: [email protected]

(f) Share Transfer System

All the transfers received in physical form were processed by adhering to the guidance/circulars issued by SEBI for dealing with Physical shares and as per the confirmations received from the Registrar and Share Transfer Agents.

The Company''s Registrar and Transfer Agents - Beetal Financial and Computer Services Private Limited has adequate infrastructure to process the share transfers.

(g) Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity - None

(h) Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).

The proceeds remain unutilized for their designated purposes, but they are intended to be applied at a subsequent stage.

|38^RECTOR|RESPONSIBILITYSTATEMENT^^^^^^^^^^^^^^

Pursuant to the requirement under section 134(5) of the Act with respect to Directors'' Responsibility Statement, your directors confirm that:

a) In the preparation of the Annual Accounts for the financial year ended 31^st March, 2025, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and that no material departures have been made from the same;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

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

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

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

There is no agreement entered into as mentioned in Clause 5A of Para A of Part A of Sch III of Listing Regulations.

Other disclosures with respect to Board''s Report as required under the Act, Rules notified thereunder and Listing Regulations are :

â¢ The Company confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961, and has extended all applicable benefits to eligible women employees as mandated under the Act.

â¢ There were no complaints relating to child labour, forced labour or involuntary labour during the financial year 202425.

â¢ No application has been made / No proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

â¢ The Company has not made any valuation for one-time settlement with Banks and Financial Institutions. Hence, there is no reason for elaboration on the said aspect.

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

Further during the period Ms. Prachi Sethia, ceased to be the Director and member of the committee w.e.f. 15^th January, 2025 and Mr. Dharmesh Ishwarlal Saraiya was inducted as the Director and Member of the Audit Committee with effect from 16^th January, 2025 in place of Ms. Prachi Sethia.

b.) Extract of Terms of Reference-

The indicative list of terms of reference of the Audit Committee are in accordance with Section 177 of the Act and as per the SEBI Listing Regulations are as follows:

Mar 31, 2024

Your Directors have immense pleasure in presenting the 30^th Annual Report on the business and operations of your
Company, together with the Audited Financial Statements for the financial year ended on March 31, 2024.

The performance of the Company for the Financial Year ended March 31, 2024 is summarized as below:

Amount in Rupees

Particulars	F.Y.2023-24	F.Y.2022-23
Revenue from operations	1,45,69,100	-
Other Income	-	8,540
Less: Total Expenditure	1,39,25,263	11,28,276
Profit/(Loss) before Tax	6,43,837	(11,19,736)
Tax Expenses	NIL	NIL
Profit/(Loss) after Tax	6,43,837	(11,19,736)

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS),
notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions
of the Companies Act, 2013.

Last year instead of manufacturing Company traded in socks and commodities and all the revenue from operation which is
generated is from the same.

During the year under review, revenue from operations of the Company was Rs. 1,45,69,100/- as compared to NIL in the
previous financial year. During the year under review Company earned a profit of Rs. 6,43,837/- from the operations and
other activities etc., and to achieve more positive results the Directors are putting in their best efforts to improve the
performance of the Company.

The Company endeavors to continue the tremendous growth rate. The Company''s overall performance during the Financial
Year 2023-24 was robust resulting in improvement in all operational and financial parameters.

The paid-up Share Capital of the Company as on March 31, 2024 is mentioned below:

Paid up Equity Share Capital : Rs. 6,470,000

Paid up Preference Share Capital : Rs. 13,600,000

There was no change in authorized, issued, subscribed and paid up capital during the year.

Following the conservative approach to retain profits, your directors do not recommend payment of any dividend for the
financial year ended on 31st March, 2024.

No amount is proposed to be transferred to general reserves for the financial year ended on March 31, 2024.

During the year under review, there was no associate, Joint Venture and Subsidiary Company.
lyNNUALRETURN

In accordance with the provisions of Section 134(3) of the Companies Act, 2013, the Annual Return, under Section 92 (3) of
the Companies Act, 2013, is hosted on the website of the Company at https://www.highstreetfilatex.in/asp/annual-
returns.htm

Is^^^fmeetJ^ofboardofdirectors

Board meetings are conducted in accordance with the provisions of the Companies Act, 2013 (hereinafter referred as "the
Act") read with Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred as "the SEBI Listing Regulations") and Secretarial
Standard-1.

The Board meets at regular intervals (at least once in a calendar quarter) to discuss and decide on business strategies/polic y
and review the financial performance of the Company. The Board meetings are pre-scheduled and a tentative annual
calendar of the Board meetings is circulated to the Directors well in advance to facilitate the Directors to plan their sched ules
and to ensure meaningful participation in the meetings, further notice of each Board Meeting is given well in advance in
writing to all the Directors.

The agenda along with relevant notes and other material information are sent in advance separately to each Director. In case
of Business exigencies, if any, the Board''s approval is taken through circular resolution except in the cases which has been
restricted by the act, which is noted and confirmed at the subsequent Board meeting.

The Chief Financial Officer of the Company was invited to attend all the Board Meetings. Other senior managerial personnel
are called as and when necessary to provide additional inputs for the items being discussed by the board.

â¢ The Whole-time Director and the Chief Financial Officer of the Company make the presentation on the quarterly and
annual operating & financial performance of the Company and other business issues.

â¢ The draft of the minutes prepared by Company Secretary is circulated among the Directors for their
comment/suggestion within 15 days of meeting and finally after incorporating their views, final minutes are recorded in
the books within 30 days of meeting.

â¢ Post meeting, important decisions taken are communicated to the concerned officials and department for the effective
implementation of the same.

The Board of Directors met to discuss and decide on Company''s business policy and strength apart from other normal Board
business. During the year 2023-24, Five (5) Board Meetings were held, and the intervening gap between the meetings was
within the period prescribed under the Act, Secretarial Standard-1 and the SEBI Listing Regulations, including
relaxations/extensions as time to time provided by the Ministry of Corporate affairs and Securities and Exchange Board of
India. The dates on which the said meetings were held are as follows:

01	Saturday, April 01, 2023
02	Thursday, May 25, 2023
03	Friday, August 04, 2023
04	Monday, November 06, 2023
05	Monday, January 29, 2024

Under the aegis of Board of Directors, several committees have been constituted and delegated powers for different
functional areas. The Board Committees are formed with approval of the Board and function under their guidance. These
Board committees play an important role in overall management of day-to-day affairs and governance of the Company. The
Board committees meet at regular intervals, takes necessary steps to perform its duties entrusted by the Board. To ensure
good governance, Minutes of the meetings are placed before the Board to take note.

Under the provisions of the Act and the SEBI Listing Regulations, the Board of the Company have three committees namely:

I. Audit Committee

II. Stakeholders'' Relationship Committee

III. Nomination and Remuneration Committee

These are briefly enumerated as under:

I. Audit Committee:

The Audit Committee is duly constituted in accordance with Section 177 of the Act read with Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014. It adheres to the terms of reference, prepared in compliance with Section
177 of the Act, and the SEBI Listing Regulations to the extent applicable. The Audit Committee of the Company is entrusted
with the responsibility to supervise the Company''s internal controls and financial reporting process. The Committee acts as a
link between the Management, the Statutory Auditors, the Internal Auditors, Secretarial Auditors and the Board of Directors.

a.) Composition:

The Audit Committee comprises of three Directors, all of whom are Non-Executive Independent Directors. All the members of
Audit Committee are financially literate and bring in expertise in the fields of finance, taxation, economics, risk and
international finance. The Audit Committee seeks to ensure both corporate governance and provides assistance to the Board
of Directors in fulfilling the Board''s overall responsibilities.

The constitution of the Audit Committee is as under:

Name of Members	Designation
Mr. Raj Deep Ghiya*	Chairman (Independent Director)
Mr. Devendra Kumar Palod*	Member (Independent Director)
Mr. Rajneesh Chindalia*	Member (Independent Director)

*Further Mr. Raj Deep Ghiya, Mr. Devendra Kumar Palod and Mr. Rajneesh Chindalia, ceased to be the Independent
Director and member of the committee w.e.f. March 31, 2024 and Mr. Sunil Kumar Bairwa Mr. Charan Singh appointed as
Additional Director (Independent ) and Ms. Prachi Sethia, appointed as Additional Director (Non-Executive) w.e.f. April
01, 2024.

The Company has re-constituted the Audit Committee vide Board Resolution dated January 29, 2024 as per the applicable
provisions of the Section 177 of the Companies Act, 2013. The reconstituted Audit Committee comprises following
members:

Name of Members	Designation
Mr. Sunil Kumar Bairwa*	Chairman (Independent Director)
Mr. Charan Singh*	Member (Independent Director)
Ms. Prachi Sethia*	Member (Director)

b.) Extract of Terms of Reference-

The indicative list of terms of reference of the Audit Committee are in accordance with Section 177 of the Act and as per the
SEBI Listing Regulations are as follows:

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

(ii) review and monitor the auditor''s independence and performance, and effectiveness of audit process;

(iii) examination of the financial statement and the auditors'' report thereon;

(iv) approval or any subsequent modification of transactions of the Company with related party;

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the Company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters

(ix) review of internal audit reports relating to internal control weakness and discuss with internal auditors any
significant findings and follow up thereon;

(x) reviewing the statements of significant related party transactions submitted by the management.

(xi) review of the Whistle Blower Mechanism of the Company as per the Whistle Blower Policy and overseeing the
functioning of the same.

(xii) review and approve policy on materiality of related party transactions and also dealing with related party
transactions.

c.) Audit Committee Meetings and Attendance-

During the Financial Year 2023-24, 4(four) meetings of the Audit Committee were held. The necessary quorum was present
in all the meetings. The Audit Committee Meetings are usually held at the registered office of the Company. The dates of the
meetings are:

01	Thursday, May 25, 2023
02	Friday, August 04, 2023
03	Monday, November 06, 2023
04	Monday, January 29, 2024

The table below provides the attendance of the Audit Committee members:

Name	Position	Category	No. of Audit Committee Meeting during the year
			Held	Attended
Mr. Raj Deep Ghiya	Chairman	Non Executive (Independent Director)	4	4
Mr. Devendra Kumar Palod	Member	Non Executive (Independent Director)	4	4
Mr. Rajneesh Chindalia	Member	Non Executive (Independent Director)	4	4

The Audit Committee invites such of the executives as it considers appropriate i.e. the head of the finance (CFO), Internal
Auditor, representatives of the Statutory Auditors, Secretarial Auditors etc. to attend the Committee''s meetings. The
Company Secretary of the Company acts as the Secretary to the Audit Committee.

All the recommendations of the Audit Committee was accepted by the Board during the year.

II. Stakeholders'' Relationship Committee:

The Stakeholders Relationship Committee is duly constituted in accordance with Section section 178(5) of the Act. The
Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders''/ investors''
complaints with respect to transfer, transmission of shares, issuance of duplicate share certificate, non-receipt of Annual
Report, non-receipt of dividend etc.

This committee overlooks the performance of the Registrar and Share Transfer Agent and to recommend measures for
overall improvement in the Quality of Investor services. The Company has always valued its customer relationships.

a.) Composition:

Constitution of the Committee is as under:

Name	Designation
Mr. Devendra Kumar Palod*	Chairman (Independent Director)
Mr. Rajneesh Chindalia*	Member (Independent Director)
Mr. Raj Deep Ghiya*	Member (Independent Director)

The Company has re-constituted the Stakeholders Relationship Committee vide Board Resolution dated January 29, 2024
as per the applicable provisions of the Section 178(5) of the Companies Act, 2013. The reconstituted Stakeholders
Relationship Committee comprises following members:

Name of Members	Designation
Mr. Sunil Kumar Bairwa*	Chairman (Independent Director)
Mr. Charan Singh*	Member (Independent Director)
Ms. Prachi Sethia*	Member (Director)

b. ) Terms of reference of the Stakeholders'' Relationship Committee are broadly as under-

The Stakeholders'' Relationship Committee specifically looks into various issues of the Shareholders such as:

1. Resolving the grievances of the security holders of the listed entity 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 listed entity in respect of various services being

rendered by the Registrar & Share Transfer Agent.

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

c. ) Stakeholders'' Relationship Committee Meetings and attendance

During the year 2023-24, 01 (one) meeting of the committee was held on Monday, January 29, 2024. The necessary

quorum was present in the meeting. The Committee Meeting is usually held at the registered office of the Company.

The table below provides the attendance of the Stakeholders'' Relationship Committee members:

Name	Position	Category	No. of Stakeholder Relationship Committee Meeting during the year
Name	Position	Category	Held	Attended
Mr. Devendra Kumar Palod	Chairman	Non Executive (Independent Director)	1	1
Mr. Raj Deep Ghiya	Member	Non Executive (Independent Director)	1	1
Mr. Rajneesh Chindalia	Member	Non Executive (Independent Director)	1	1

d.) Details of Complaints:

â¢ No. of Complaints received and solved during the year-

Q1- Nil, Q2- Nil, Q3- Nil, Q4- Nil
â¢ No pending complaints were there as on March 31, 2024.

Company Secretary of the Company acts as the Secretary of the Committee.

III. Nomination and Remuneration Committee-

The Nomination and Remuneration Committee has been constituted by the Company in terms of the provisions of Section
178 of the Act. The Nomination and Remuneration Committee reviews and recommends the payment of salaries, commission
and finalizes appointment and other employment conditions of Directors, Key Managerial Personnel and other Senior
Employees.

â¢ Composition:-

Name of Members	Designation
Mr. Rajneesh Chindalia *	Chairman (Independent Director)
Mr. Devendra Kumar Palod*	Member (Independent Director)
Mr. Raj Deep Ghiya *	Member (Independent Director)

The Company has re-constituted the Nomination and Remuneration Committee vide Board Resolution dated January 29,
2024 as per the applicable provisions of the Section 178 of the Companies Act, 2013. The reconstituted Nomination and
Remuneration Committee comprises following members:

Name of Members	Designation
Mr. Charan Singh*	Chairman (Independent Director)
Mr. Sunil Kumar Bairwa*	Member (Independent Director)
Ms. Prachi Sethia*	Member (Director)

The Nomination and Remuneration Committee has been constituted in order to bring about objectivity in determining the
remuneration package while striking a balance between the interest of the Company and the shareholders.

â¢ Extract of Terms of Reference-

The broad terms of reference of the Nomination and Remuneration Committee, as amended from time includes the following -

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

3) 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.

4) 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.

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

Nomination and Remuneration Committee Meetings and attendance - The necessary quorum was present in all the

meetings. The Nomination and Remuneration Committee Meetings are usually held at the registered office of the Company.
During the Financial Year 2023-24, 03 (three)meetings were held:-

01	Saturday, April 01, 2023
02	Friday, August 04, 2023
03	Monday, January 29, 2024

The table below provides the attendance of the Nomination and Remuneration Committee members:

Name	Position	Category	No. of Nomination & Remuneration Committee Meeting during the year
Name	Position	Category	Held	Attended
Mr. Rajneesh Chindalia	Chairman	Non Executive (Independent Director)	3	3
Mr. Raj Deep Ghiya	Member	Non Executive (Independent Director)	3	3
Mr. Devendra Kumar Palod	Member	Non Executive (Independent Director)	3	3

During the year under review, the Company has not given any loans or guarantee or provided security in connection with a
loan nor it has acquired by way of subscription, purchase or otherwise the securities of any other body corporate.

All the related party transactions that were entered during the financial year are done on arm''s length basis and in the
ordinary course of business. Relevant Form (AOC-2) for disclosure of particulars of contracts/arrangements entered into by
the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given as
"Annexure-1" to this Report.

The policy on dealing with and materiality of Related Party Transactions has been placed on the Company''s website and can
be accessed through the following link:

http://www.highstreetfilatex.in/asp/Policv on Related PartvTransaction.pdf
H2. MATERIAL CHANGES AND COMMITMENTS

There were no material changes occurred and commitments that took place between the end of the financial year to which
the financial statements relate and the date of this Report which can affect the financial position of the Company.

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by
the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

RISK MANAGEMENT POLICY

In compliance with the requirements of regulations contained in the SEBI Listing Regulations and the provisions of the Act,
Company has a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and
effectiveness of the policy and procedure. Company has a well-established Risk Management framework in place for
identification, evaluating and management of risks, including the risks which may threaten the existence of the Company. In
line with Company''s commitment to deliver sustainable value, this framework aims to provide an integrated and organized
approach for evaluating and managing risks. A detailed exercise is carried out to identify, evaluate, manage and monitor the
risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a
properly defined framework. The detailed risk management policy of Company is available on the following weblink:
http://highstreetfilatex.in/asp/Policy on Risk Managment.pdf

An active, informed and independent Board is a pre-requisite for strong and effective corporate governance. The Board plays
a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the
Company has clear goals aligned to the shareholders'' value and growth. The Board critically evaluates strategic direction of
the Company and exercises appropriate control to ensure that the business of the Company is conducted in the best interests
of the shareholders and society at large. The Board is duly supported by the Key Managerial Personnel and Senior
Management Personnel in ensuring effective functioning of the Company.

â¢ Composition of the Board

The Composition & category of the Directors along with their attendance at Board Meetings, previous AGM & Shareholdings
as on March 31, 2024 are given below:-

S. No.	Name of the Director	Designation	No. of Board Meetings		Attendance at Last AGM held on September 22, 2023	No of Shares held	% of holding
S. No.	Name of the Director	Designation	Held during the tenure	Attended	Attendance at Last AGM held on September 22, 2023	No of Shares held	% of holding
1.	Mr. Bhagwan Singh	Chairman & Whole Time Director	5	5	YES	6299	0.97
2.	Mrs. Aishwarya Sethia	Director & CFO	5	5	YES	7,497	1.16
3.	Mr. Devendra Kumar Palod	Independent Director	5	5	YES	NIL	NIL
4.	Mr. Raj Deep Ghiya	Independent Director	5	5	YES	NIL	NIL
5.	Mr. Rajneesh Chindalia	Independent Director	5	5	YES	NIL	NIL

The composition of the Board reflects the judicious mix of professionalism, competence and sound knowledge which enables
the Board to provide effective leadership to the Company. The Board periodically evaluates the need for change in its size
and composition to ensure that it remains aligned with statutory and business requirements. None of the Director hold office
as a director, including any alternate directorship, in more than twenty companies, nor is a Director on the Board of more
than ten Public Companies or acts as an Independent Director in more than seven Listed Companies. Further, none of the
Director is a Member of more than ten Committees or Chairman of more than five Committees, across all the Companies in
which he/she is a Director. The Company has issued the formal letter of appointment to all the Independent Directors as
prescribed under the provisions of the Act and the terms and conditions of their appointment has been uploaded on the
website of the Company.

The Board is entrusted with ultimate responsibility of the management, directions and performance of the Company. Board
conducts and exercises the overall supervision and control by setting the goals and policies, reporting mechanism and
decision making processes to be followed. During the year under review,

a) Directors liable to retire by rotation

Mr. Bhagwan Singh (DIN: 02305246), Chairman & Whole Time Director of the Company who retired by rotation in
the Annual General Meeting of the Company held on 22^nd September, 2023 being eligible, was re-appointed with the
approval of Members.

b) Non-Executive Director

Ms. Prachi Sethia (DIN: 05308293) was appointed as an Additional Director (Non-Executive) of the Company in
accordance with section 161 of the Companies Act, 2013 with effect from April 01, 2024 to hold office upto the date
of ensuing Annual General Meeting in the Board Meeting of the company held on Monday, January, 29, ,2024.

The Company has received a notice in writing from a member proposing the candidature of Ms. Prachi Sethia as a
Director on the Board of the Company. Further, the Board of Directors recommended the appointment of Ms. Prachi
Sethia as the Director, liable to retire by rotation, to the Members at the ensuing AGM.

c) Cessation of Independent Directors

Mr. Devendra Kumar Palod (DIN: 00082459), Mr. Raj Deep Ghiya (DIN: 00082495) and Mr. Rajneesh Chindalia
(DIN: 00050984) have ceased to be Directors of the Company w.e.f. March 31, 2024 upon completion of their
second term as Independent Directors.

d) Appointment of Independent Directors

â¢ Mr. Sunil Kumar Bairwa (DIN: 06791053) was appointed as an Additional Director (Independent) of the Company in
accordance with section 161 of the Companies Act, 2013 at their meeting held on Monday, January, 29, ,2024 with
effect from April 01, 2024 to hold office of Director till the conclusion of the ensuing Annual General Meeting. Mr.
Sunil Kumar Bairwa is a B.A. Graduate. He has experience of more than 10 years in the field of Production. He
possessed detailed practical Knowledge and expertise in his field.

The Company has received a notice in writing from a member proposing the candidature of Mr. Sunil Kumar Bairwa

as an Independent Director on the Board of the Company. Further, the Board of Directors recommended the

appointment of Mr. Sunil Kumar Bairwa as Independent Director, not liable to retire by rotation, to the Shareholders
at the ensuing AGM.

â¢ Mr. Charan Singh (DIN: 06804838) was appointed as an Additional Director (Independent) of the Company in

accordance with section 161 of the Companies Act, 2013 at their meeting held on Monday, January, 29, ,2024 with
effect from April 01, 2024 to hold office of Director till the conclusion of the ensuing Annual General Meeting. Mr.
Charan Singh is a B.A. Graduate. He has experience of more than 20 years in the field of General Management.

The Company has received a notice in writing from a member proposing the candidature of Mr. Charan Singh as an

Independent Director on the Board of the Company. Further, the Board of Directors recommended the appointment
of Mr. Charan Singh as Independent Director, not liable to retire by rotation, to the Shareholders at the ensuing
AGM.

e) Key Managerial Personnel (KMP):

Mrs. Mansi Jain (M. No. 55030) who possess requisite qualification as prescribed under the [Appointment and
Qualification of Secretary] Rules, 1988 was appointed as the Company Secretary & Compliance Officer of the
company with effect from April 01, 2023 fulfilling the requirements of Section 203 of the Companies Act, 2013 and
rules made there under and as per Regulation 6(1) of SEBI Listing Regulations.

Except aforesaid changes, no other changes took place in the directors and KMP of the company during
the year under review. Further, the following changes took place after the closure of financial year and
till the date of this report:

a) Key Managerial Personnel (KMP):

Mrs. Mansi Jain (M. No. 55030), Company Secretary and Compliance Officer of the company has tendered
resignation from the said designation with effect from April 10, 2024. The Board places on record its appreciation
for the services rendered by her during her tenure. Further, she ceases to be associated with the company and is
relieved from the duties of a Company Secretary and Compliance Officer.

Mrs. Bhavna Giamalani (M. No. 56103) who possess requisite qualification as prescribed under the [Appointment
and Qualification of Secretary] Rules, 1988 was appointed as the Company Secretary & Compliance Officer of the
company by the Board of directors following the recommendation of the Nomination and Remuneration Committee
with effect from July 08, 2024 fulfilling the requirements of Section 203 of the Companies Act, 2013 and rules made
there under and as per Regulation 6(1) of SEBI Listing Regulations.

b) Re-appointment of Chairman and Whole Time Director:

The Board of Directors in their meeting held on August 09, 2024 after looking at his good performance
recommended the re-appointment of Mr. Bhagwan Singh (DIN:02305246) as Chairman and Whole-time Director of
the Company for a period of 3 years with effect from September 10, 2024 till September 09, 2027 liable to retire by
rotation, to the Shareholders at the ensuing AGM.

Detailed profile of Mr. Bhagwan Singh pursuant to Schedule V to the Act, Regulation 36 (3) of Listing Regulations
and relevant provisions of Secretarial Standard on General Meetings is furnished as Annexure A to the notice calling
Annual General Meeting of members of the Company.

c) Re-appointment of Directors liable to retire by rotation ay the ensuing AGM:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs.
Aishwarya Sethia (DIN: 02979618), Director & CFO of the Company will retire by rotation at the ensuing Annual
General Meeting of the Company and being eligible, has offered herself for re-appointment.

The Board recommends her re-appointment to the Members in the ensuing Annual General Meeting.

i16^CLARATIONÂ«Fii^EiDiiCIIYiiDiPSiDiiiBiRiiTORB^^^^^^^^^â¢

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed under the provisions of the Act, read with the schedule IV and Rules issued thereunder, as well
as clause (b) of the sub-regulation (1) of Regulation 16 of the SEBI Listing Regulations. Independent Directors have complied
with the Code for Independent Directors prescribed in Schedule IV to the Act. The Independent Directors have confirmed that
they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties and that they are independent of the management.

The independent directors have also confirmed compliance with the provisions of Rule 6(1)&(2) of Companies (Appointment
and Qualification of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent
directors. Accordingly, they are required to pass online proficiency self-assessment test for Independent Director''s Databank
within a period of two years from the date of inclusion of their name in the data bank.

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and Listing
Regulations and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

During the year under review, Company has neither invited nor accepted or renewed any fixed deposit in terms of provisions
of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Further, the particulars of the borrowings by the Company from its directors are provided in the financial statements. (Please
refer to Note. 9 in the Financial Statements).

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo during the
financial year as required to be disclosed pursuant to Section 134(3)(m) of the Act, read with Rule 8 of the Companies
(Accounts) Rules 2014, are given to the extent applicable in "Annexure- 2" forming part of this report.

M/s R Sogani & Associates, Chartered Accountants, Jaipur (FRN: 018755C) was appointed as the Statutory Auditors of the
Company to hold office for a term of five years from the conclusion of the 25th AGM of the Company held on 27th
September, 2019, till the conclusion of the 30th AGM of the Company to be held in the year 2024.

Accordingly, the tenure is being concluded in the AGM to be held on 20th September, 2024 in the calendar year 2024. In
view of expiration of their tenure, it was recommended by the Audit Committee for re-appointment of M/s R Sogani &
Associates, Chartered Accountants for second consecutive term of five years.

Based on the recommendation of the Audit Committee, the Board recommends to the shareholders, the re-appointment of
M/s. R Sogani & Associates for the second consecutive term of five years from the conclusion of the 30th Annual General
Meeting till the conclusion of the 35th Annual General Meeting of the Company to be held in calendar year 2029

Further, pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Company has received
certificate from the Auditors to the effect that they are not disqualified under the provisions of applicable laws and also that
there are no pending proceedings against them or any of their partners with respect to professional matters of conduct. As
required under Regulation 33 of the SEBI Listing Regulations, the Statutory Auditors have also confirmed that they hold a
valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board has duly received the Statutory Auditor''s Report on the financial Statements of the Company for the financial year
ended March 31, 2024. The Report given by the Auditors on the financial statements of the Company is forming part of the
Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their
Report and the observations made by the Auditors are self -explanatory and have been dealt with in Independent Auditors
Report & its annexures and hence do not require any further clarification.

Further, the Auditors have not reported any incident of fraud in the Company for the year under review under section
143(12) of the Act.

Ijl^SECRETARIALAUDITOR&SECRETARIALAUDITREPORT^^^^^^^^^^*

The Board of Directors of the Company has appointed M/s V. M. & Associates (FRN: P1984RJ039200) Company Secretaries,
Jaipur as Secretarial Auditor of the Company to conduct secretarial audit of the secretarial records for the Financial Year
2023-24.

A Secretarial Audit Report in Form MR-3 issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial
audit of the Company for the financial year ended on 31st March, 2024 is given in " Annexure-3" to this Report and does not
contain any qualification, reservation or adverse remark.

Further, the Company has received consent and eligibility certificate from M/s V. M. & Associates, Company Secretaries,
Jaipur to act as Secretarial Auditors for the F.Y. 2024-25. The Board in its meeting held on 09^th August, 2024 has reÂ¬
appointed M/s V. M. & Associates, Company Secretaries, Jaipur as Secretarial Auditors of the Company to carry out
secretarial audit for the Financial Year 2024-25.

During the financial year 2023-24, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, every Listed Company is
required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company. The Internal
Audit Report is received yearly by the Company and the same is reviewed and taken on record by the Audit Committee and
Board of Directors.

As per the requirements of the Act, Company had appointed Mrs. Padmini Palod, Chartered Accountant (Membership No.
074922) as the Internal Auditor of the Company for the financial Year 2023-24 for conducting Internal Audit.

The Internal Auditor''s Report for the financial year ended on 31st March, 2024 are free from any qualification, reservation,
observation and adverse remark.

In compliance with the aforesaid requirements, the board has re-appointed CA Padmini Palod as internal auditor to conduct
the Internal Audit of the Company for the Financial Year 2024-25.

During the financial year 2023-24, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

Pursuant to the provisions of Regulation 15 and Chapter V of the SEBI Listing Regulations, 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 are not required to comply with the provisions of Regulation 27 of the SEBI Listing Regulations.

As per the Audited Financial Statements of the Company the paid-up Equity Share and Net worth does not exceed the limit
as mentioned above; hence compliance with the provisions of the Corporate Governance is not applicable to the Company.

However, your Company has complied with all the disclosures and requirements which are applicable under all the rules,
regulations for the time being in force.

In compliance with the Regulation 34 (2) of the SEBI Listing Regulations, the Management Discussion and Analysis Report
giving details of overall industry structure, developments, performance and state of affairs of Company''s business forms an
integral part of this Report as "Annexure-4".

None of the employees of the Company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) of
the Act read with rule 5, sub-rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014(as amended)during the year under review.

Information as required by the provisions of Section 197 of the Act, read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, is given under:

Name	Bhagwan Singh	Aishwarya Sethia	Mansi Jain
Age	42 years	33 years	29 years
Designation of the Employee	Chairman & WholeÂ¬ Time Director	Director & Chief Financial Officer	Company Secretary and Compliance Officer
Qualification	B.A.	B.Com, Master''s in Innovation and Entrepreneurship	CS, LLB and B.Com.
Remuneration received for the year	Rs. 1,20,000/-	Rs. 30,000/-	Rs. 6,45,194/-
Date Of Commencement of Employment in the Company	September 10, 2013	August 13, 2019	April 01, 2023
Experience	11 years	5 years	6 years
Nature of Employment whether contractual or otherwise	Contractual	Contractual	Other
Percentage of the Shareholding held in the Company by the employee along with the spouse and dependent children	6299 Shares (0.97 %)	7497 Shares (1.16%)	NIL
Name of Director/Manager of whom such employee is a relative	NIL	Ms. Prachi Sethia	NIL
Last Employment	HR at High Street Fashions Limited	NIL	Company Secretary at Shree Hari Agro Industries Limited

The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub
section 12 of Section 197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are forming part of this report as " Annexure-5".

During the period under review, the Company has complied with all the mandatory requirements of the SEBI Listing
Regulations and other applicable regulations.

|27^mnationandremunerationpolicy^^^^^^^^^^^^^^H

This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial
Personnel (the "KMP") and the Senior Management Personnel of High Street Filatex Limited (the "Company").

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and
includes formal evaluation framework of the Board. The company''s Nomination & Remuneration policy includes director''s
appointment and remuneration & criteria for determining qualifications, positive attributes, independence of Director.

The objective of this Policy is to serve as a guiding charter to appoint qualified persons as directors on the Board of Directors
of the Company ("Directors"), Key Managerial Personnel (the "KMP"), persons who may be appointed in senior management
positions ("SMP"), to recommend the remuneration to be paid to them and to evaluate their performance.

The salient features of the Nomination and Remuneration policy are as follows:

Part A covers the matters to be dealt with, perused and recommended by the Committee to the Board:

Part B covers the appointment including re-appointment and removal of Director, KMP and senior management: and

Part C covers the level and composition of remuneration is reasonable and sufficient, relationship of remuneration to

performance is clear and meets appropriate performance benchmarks.

The policy is also available on the website of Company at http://www.highstreetfilatex.in/asp/nomination-and-remuneration-
policv.pdf.

The parameters for the performance evaluation of the Board, inter alia, include performance of the Board on deciding long
term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling
critical and dissenting suggestions, etc., and such evaluation was done by the means of questioners circulated to all the
directors.

The parameters for the performance evaluation of the Directors include attendance, effective participation in meetings of the
Board, domain knowledge, vision, strategy, etc.

The Chairman of the respective Committees based on the feedback received from the committee members on the outcome of
performance evaluation exercise of the committee, shares a report to the Board.

Board Level Performance Evaluation

The Act and the SEBI Listing Regulations stipulates the performance evaluation of the Directors including Chairman, Board
and its Committees. Considering the said provisions, the Company has devised the process and the criteria for the
performance evaluation which has been recommended by the Nomination & Remuneration committee and approved by the
Board.

During the year the Board of Directors has carried out an annual performance evaluation of its own performance, board
committees and Individual Directors based on an indicative list of factors.

The process for formal annual performance evaluation is as under:

â¢ Independent Directors of the Company at their separate meeting evaluates the performance of Whole Time Director, Non -
Executive Directors, Chairman of the Company and the Board as a whole.

â¢ The Board evaluates the performance of the all Directors.

â¢ The Board evaluated the performance of Board Committees.

â¢ Nomination & Remuneration Committee evaluate/ review the performance of each Director recommends
appointment/reappointment/ continuation of Directors to the Board. Based on the recommendation of Nomination &
Remuneration Committee, Board will take the appropriate action.

The criteria for performance evaluation are as under:

Performance Evaluation of Non-Executive Directors and Chairman

Participation at Board / Committee Meetings, Managing Relationship, Knowledge and skill, Personal attributes, Compliance
and Corporate Governance; Leadership; Strategy Formulation, Strategy Execution, Financial Planning/Performance,
Relationships with the Board, Human Resource Management and Succession Planning, Personal Qualities, Resources and
Conduct of Meetings.

Performance Evaluation of Board

corporate governance and transparency in the Company''s Operations; Deliberations/decisions on the Company''s strategies,
policies, plans and guidance to the Executive Management.

Performance Evaluation of Committees

The performance and effectiveness of the Committee; Frequency and duration; Spread of talent and diversity in the
Committee; Understanding of regulatory environment and developments; Interaction with the board.

|29^gilmechanism/whistle^owerpolicy^^^^^^^^^^^^^H

The Company has a robust vigil mechanism through its whistle blower policy, approved and adopted by the Board of
Directors of the Company in compliance with the provisions of Section 177(10) of the Act.

The policy also provides protection to the employees and Directors who report unethical practices and irregularities. Any
incidents that are reported are investigated and suitable action is taken in line with the whistle blower policy. The employees
are encouraged, to raise voice, for their concerns by way of whistle blowing and all the employees have been given access to
the Audit Committee. It also provides adequate safeguards against victimization of Directors/ Employees who avail the
mechanism and are free to report violations of applicable laws and regulations and the code of conduct. No personnel have
been denied access to the Audit Committee pertaining to the Whistle Blower Policy. The Whistle Blower Policy is available on
the following web link: http://www.highstreetfilatex.in/asp/vigil-mechansim.pdf.

The Company''s internal financial control framework is commensurate with the size and operations of the business and is in
line with requirements of the Act. The Company has laid down Standard Operating Procedures and policies to guide the
operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by
the management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues.
The Management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such
controls were tested and no reportable material weaknesses in the design or operation were observed.

i31^MPLjANCE_|wiTHSECREiAÂ£jAL^iA^iDH^^^^^^^^^^^^^^H

The Institute of Company Secretaries of India, a statutory body, has issued Secretarial Standards (SS) on various aspects of
corporate law and practices. The Company has complied with all the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.

The Company has adopted a Code of Conduct for all the employees including the members of the Board and Senior
Management Personnel. All the members of the Board and Senior Management Personnel have affirmed compliance with the
said code of conduct for the financial year 2023-24.

The Code has been posted on the website (www.highstreetfilatex.in) of the Company. The Code can be accessed through the
following link :http://www.highstreetfilatex.in/asp/ITC-High-street-filatex.pdf.

The Company''s Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Rules, 2013 framed thereunder.

The Company conducts sessions for employees across the organization to build awareness amongst employees about the
Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act. The Company has complied with
the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees are
covered under this policy. ICC has been set up to redress complaints received regarding sexual harassment.

During the Financial Year 2023-24, no complaint of sexual harassment was received by the Company details/particulars for
the same are as follows:

Particulars	No. of Complaints
No. of Complaints Pending at the Beginning of the Year	0
No. of Complaints Received and Resolved during the Year	0
No. of Complaints Pending at the End of the Year	0

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

Pursuant to the requirement under section 134(5) of the Act with respect to Directors'' Responsibility Statement, your
directors confirm that:

a) In the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable accounting
standards and Schedule III of the Companies Act, 2013, have been followed and that no material departures have
been made from the same;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of
the financial year and of the profits of the Company for that period;

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

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls for the Company and such internal financial controls are adequate
and operating effectively; and

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

There is no agreement entered into as mentioned in Clause 5A of Para A of Part A of Sch III of Listing Regulations.

Other disclosures with respect to Board''s Report as required under the Act, Rules notified thereunder and Listing Regulations
are either NIL or Not Applicable.

|3^ACKNOWLEDG|M|NT/APPRECIATION^^^^^^^^^^^^^^^H

The Board of Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and
commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to retain its Brand within
the sector.

The Board places on record its appreciation for the support and co-operation to Company has been receiving from its
suppliers, distributors, retailers and others associated with it as its trading partners. Company looks upon them as partners
in its progress and has shared with them the rewards of growth. It will be Company''s endeavor to build and nurture strong
links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer
interests.

The Board of Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and
Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors
For High Street Filatex Limited

Sd/- Sd/-

Bhagwan Singh Aishwarya Sethia

Chairman & Whole Time Director Director & CFO

DIN: 02305246 DIN:02979618

Date: August 09,2024 Registered Office: B-17, IInd Floor ,

Place: Jaipur 22 Godam Industrial Area

Jaipur -302006(Rajasthan)

Mar 31, 2015

Dear Members,

High Street Filatex Limited

The Directors have immense pleasure in presenting the 21 stAnnual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended on March 31,2015.

1. FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended March 31, 2015 is summarized as below:

(Rs. in Lacs)

Particulars Year ended on

31-03-2015 31-03-2014

Sales 122.64 10.75

Other Income 0.45 0.00

Increase / (Decrease) in stock 76.05 78.35

Total Income 199.14 89.10

Less: Manufacturing & other expenses 0.00 83.34

Profit/(Loss) before Depreciation & Tax 15.86 5.76

Less: Depreciation 5.58 7.39

Profit/(Loss) after Depreciation before tax 10.28 (1.63)

Less: Provision for Taxation 0.00 0.00

Less: Taxation for earlier period 2.00 0.34

Profit after Taxation 8.28 (1.35)

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

During the year under review, there has been significant improvement in the performance of the Company as compared with the previous year. Our revenue from operations has been increased from Rs. 10.75 Lacs to Rs. 122.26 Lacs, at a tremendous growth as compared to the previous year. Consequent to this, the net profit after tax from operations during the year under review was Rs. 8.28 Lacs as against net loss of Rs. 1.35 Lacs in the previous year.

Management is planning to establish new project with the object of attainment of better future & growth. Consequent to such establishment, innovative knitting products will be developed and launched and wide new range of socks for all type of age groups, wrist bands and headbands will be produced.

3. DIVIDEND

Following the conservative approach to retain profits, your Directors did not recommend payment of any dividend for the Financial Year 2014-15.

4. AMOUNTS TRANSFERRED TO RESERVES

The Profit received after Taxation i.e. Rs. 8.28 Lac had been fully transferred to reserves.

5. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 containing details as on the financial year ended 31st March, 2015 as required under Section 92 (3) of the Companies Act, 2013, read with The Companies (Management and Administration) Rules 2014 in the prescribed format is appended as "Annexure- 1" to the Board''s Report.

6. NUMBER OF BOARD MEETINGS

Board meetings are conducted in accordance with the provisions of Listing Agreement and the Companies Act, 2013 read with Articles of Association of the Company. The Board meets at regular intervals to discuss and decide on business strategies/policy and review the financial performance of the Company. The Board/ committee meetings are pre-scheduled and a tentative annual calendar of the Board/ committee meetings is circulated to the Directors well in advance to facilitate the Directors or members to plan their schedules and to ensure meaningful participation in the meetings. In case of Business exigencies the Board''s approval is taken through circular resolution which is noted and confirmed at the subsequent Board meeting.

The Board meets at least once in a quarter to review the quarterly performance and the financial results of the Company. Notice of each Board Meeting is given well in advance in writing to all the Directors. The agenda along with relevant notes and other material information are sent in advance separately to each Director. The Agenda along with the relevant notes and other material information is circulated a week prior to the date of the meeting. This ensures timely and informed decisions by the Board. During the Financial Year, every Board Meeting was conducted in accordance with the relevant provisions applicable, viz:

The Chief Financial Officer of the Company is invited to attend all the Board Meetings. Other senior managerial personnel are called as and when necessary to provide additional inputs for the items being discussed by the board.

- The Whole-time Director and the Chief Financial Officer of the Company make the presentation on the quarterly and annual operating & financial performance of the Company, operational health & safety and other business issues.

- The draft of the minutes prepared by Company Secretary is circulated among the Directors for their comment/suggestion and finally after incorporating their views, final minutes are recorded in the books within 30 days of meeting.

- Post meeting, important decisions taken are communicated to the concerned officials and department for the effective implementation of the same.

The Board of Directors met to discuss and decide on Company''s business policy and strength apart from other normal Board business. During the year 2014-2015.7 (Seven) meetings of Board of Directors were held with a maximum time gap of not more than 120 days between any two meetings. The dates on which the said meetings were held were:

The last Annual General Meeting was held on 15th September, 2014.

7. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED BY THE COMPANY U/S 186

During the financial year under review, there were no loans given, neither any investments were made by the Company nor any securities were provided by the Company.

8. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

Particulars of Contract or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 as prescribed in form AOC-2, is appended as "Annexure-2" of the Board''s Report.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statements relate and the date of this Report.

10. RISK MANAGEMENT POLICY

Your Company has set out an elaborate Risk Management procedure which comprises of three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

During the year, your Company has formulated the "Risk Management Policy" in accordance with the requirements of Listing Agreement to monitor the risks and their mitigating actions.

11. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Board has appointed M/s N.Bhandari & Co., Chartered Accountants, Jaipur, as the Statutory Auditor of the Company for the F.Y. 2014-15 which directly reports to the Audit Committee of the Company.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is entrusted with ultimate responsibility of the management, directions and performance of the Company. Board conducts and exercises the overall supervision and control by setting the goals and policies, reporting mechanism and decision making processes to be followed.

A) APPOINTMENT OF COMPLIANCE OFFICER:

The Board of Directors in its meeting held on the 14th Day of February, 2015 has approved the appointment of CS Nidhi Khandelwal as Compliance Officer of the Company in place of Mr. Bhagwan Singh, Whole-time Director with immediate effect.

B) RETIRE BY ROTATION:

In accordance with the applicable provisions of the Companies Act, 2013 and the Article 89 of Articles of Association of the Company, Ms. Sabita Roy, Director will retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers herself for re-appointment.

Directors recommend her re-appointment.

The brief profile of the Director being appointed/re-appointed at the ensuing Annual General Meeting forms part of notice of the ensuing Annual General Meeting.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet all the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

13. PUBLIC DEPOSITS

The Company has not accepted any Public Deposits within the meaning of Section 73 to 76 of the Companies Act, 2013read with the Companies (Acceptance of Deposits) Rules, 2014.

14. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information related to conservation of energy, as required under Section 134 (3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and forms part of this report as Annexure No.-3.

Foreign Exchange earnings and outgo is reported to be NIL during the financial year.

15. AUDITORS & AUDITORS'' REPORT

M/s. N. Bhandari & Co., Chartered Accountants, Jaipur (Firm Registration Number: 03185C) were re-appointed as Statutory Auditors of the Company, at the last Annual General Meeting held on 15th September, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. Therefore, being eligible, the Board of Directors have offered for the ratification of their appointment to the Shareholders.

As required under the provisions of Section 139 of the Companies Act, 2013, the company has obtained a written certificate from the above mentioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified for appointment within the meaning of under Section 141 of Companies Act, 2013. The observations made by the Auditors are self explanatory and have been dealt with in Independent Auditors Report & its Annexure forming part of this Annual Report and hence do not require any further clarification.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

16. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the Section 204 of The Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company shall annex with its Board''s Report, a Secretarial Audit Report which shall be issued from the financial year 2014- 15 onwards which is to be given by a Company Secretary in practice.

In compliance with the aforesaid requirements, the Company has also undertaken Secretarial Audit for the year 2014-15 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999. The Secretarial Audit Report obtained from M/s V.M. & Associates, Company Secretaries, Jaipur is part of this Annual Report as "Annexure- 4".

The Secretarial Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

Pursuant to Provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. the Board has -appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2014-15.

17. INTERNAL AUDITOR

Pursuant to the Section 204 of The Companies Act, 2013 read withCompanies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

In compliance with the aforesaid requirements, the Company has appointed CA Padmini Palod to conduct the Internal Audit of the Company for the Financial Year 2014-15.

The Internal Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board re-appointed CA Padmini Palod, Chartered Accountant, Jaipur as Internal Auditor of the Company to carry out Internal audit of the Company for the financial year 2015-16.

18. DELISTING OF SECURITIES FROM JAIPUR STOCK EXCHANGE

Securities of your company were also listed on Jaipur Stock Exchange but due to De-Recognition of Jaipur Stock Exchange, the equity of Company gets automatically delisted from Jaipur Stock Exchange vide their letter dated 17th March, 2015 with immediate effect.

The aforesaid statement is made in compliance with Clause 7 of SEBI (Delisting of Equity Shares) Regulations, 2009.

Furthermore, we have also applied for delisting of equity shares from Calcutta Stock Exchange Limited. Presently, the application is under review at the stock exchange.

19. PARTICULARS OF EMPLOYEES

a) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

b) The information in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as "Annexure- 5 " to the Board''s report.

25. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 and section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, your Directors confirm that:

i) in the preparation of annual accounts for the financial year 2014-15, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures, if any;

ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) they 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 annual accounts have been prepared on a going concern basis.

(v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

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

26. ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to all the business associates, its management, statutory authorities, Stock Exchanges and to the Investors/ Shareholders for the confidence reposed in the Company and supporting the Company during all crucial and critical issues through their kind cooperation. The Directors also convey their deep sense of appreciation for the committed services by the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

Date: 10.08.2015 For and on Behalf of the Board of Directors

Place: Jaipur Sd/-

Bhagwan Singh (Chairman) DIN: 02305246"

Mar 31, 2014

Dear Members,

High Street Filatex Limited

The Directors have immense pleasure in presenting the 20 th Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended on March 31, 2014.

1. FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended March 31, 2014 is summarized as below:

(Rs. in Lacs)

Particulars Year ended on

31-03-2014 31-03-2013

Sales 10.75 64.21

Other Income 0.00 0.00

Increase / (Decrease) in stock 78.35 (10.45)

Total Income 89.10 53.76

Less: Manufacturing & other exp. 83.34 68.80

Profit/(Loss) before Dep. & Tax 5.76 (15.03)

Less: Depreciation 7.39 7.39

Profit/(Loss) after Depreciation before tax (1.63) (22.43)

Less: Provision for Taxation 0.00 0.00

Less: Taxation for earlier period 0.34 0.34

Profit after Taxation (1.35) (22.77)

2. DIVIDEND

Dividend could not be recommended for the Financial Year 2013-14 in view of brought forward loss.

3. OPERATIONS

During the year under review, there has been significant improvement in the performance of the Company as compared with the previous year. Our total income has been increased to Rs. 89.10 Lacs from Rs. 53.76 Lacs in the previous year, at a growth rate of 65.73%. Consequent to this, the net loss after tax from operations during the year under review was Rs.1.35 Lacs as against Rs. 22.77 Lacs in the previous year.

4. CONSTITUTION OF BOARD

- Retire by Rotation:

In accordance with the applicable provisions of the Companies Act, 2013 and the Article 89 of Articles of Association of the Company, Mr. Bhagwan Singh, Whole-time Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Directors recommend his re-appointment.

- Appointment & Resignation from Directorship: During the year, Ms. Prachi Chopda, Additional Director has resigned from the Directorship of the Company w.e.f. 10th September, 2013. Board of Directors wish to place on record their sincere appreciation for the contributions made by her, during her tenure as the Director of the Company.

In terms of the provisions of Section 161(1) of the Companies Act, 2013, Ms. Sabita Roy who was appointed as an Additional Director of the Company w.e.f. 14th August, 2014, holds office until the date of ensuing Annual General Meeting. Her appointment as Director liable to retire by rotation is placed before the members for consideration and approval.

The Board of Directors in its meeting held on 14th August, 2014 has recommended the appointment of Mr. Devendra Kumar Palod, Mr. Rajdeep Ghiya and Mr. Rajneesh Chindalia as Independent Directors of the Company not liable to retire by rotation w.e.f. ensuing AGM to hold office for a period of five consecutive years from the date of their appointment.

The brief profile of the Director being appointed/ re-appointed at the ensuing Annual General Meeting forms part of notice of the ensuing Annual General Meeting.

- Appointment of Company Secretary:

Ms. Kiran Geryani has resigned from the designation of Company Secretary & Compliance Officer w.e.f. 15th December, 2013. The Board of Directors wish to place on record their sincere appreciation for contribution made by her, during her tenure as a Company Secretary & Compliance Officer.

For exercising better and effective control on the secretarial, legal and compliance related functions and to meet with the pre-determined standards of Corporate Governance, CS Nidhi Khandelwal was appointed as Company Secretary of the Company w.e.f. 20th December, 2013.

- Appointment of Chief Financial Officer (CFO):

The Board of Directors in its meeting held on 14th August, 2014 has approved the appointment of Ms. Sabita Roy as Chief Financial Officer (CFO) of the Company in place of Mr. Bhagwan Singh, Whole-time Director & CFO, with immediate effect.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 and section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, your Directors confirm that:

i) in the preparation of annual accounts for the financial year 2013-14, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures, if any;

ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) the 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 annual accounts have been prepared on a going concern basis.

6. PUBLIC DEPOSITS

The Company has not accepted any Deposit from public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

7. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information related to conservation of energy, as required under Section 217(1)(e) of the Companies Act, 1956 and Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report. Foreign Exchange earnings and outgo is reported to be NIL during the financial year.

8. AUDITORS & AUDITORS'' REPORT

M/s. N. Bhandari & Co., Chartered Accountants, Jaipur, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting, and confirmed their eligibility and willingness to accept the office, if reappointed. Pursuant to the provisions of Section 141(3)(g) of the Companies Act, 2013, the Company has obtained a written certificate from M/s N. Bhandari & Co., Chartered Accountants, to the effect that their appointment if made, would be in conformity with the limits specified in the said section.

The Board of Directors in its meeting on 14th August, 2014 has recommended the appointment of M/s. N. Bhandari & Co., Chartered Accountants, as Statutory Auditors of the Company. They are sought to be re-appointed for 3(three) financial years subject to ratification in each Annual General Meeting.

The Notes to the Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further clarifications.

- APPOINTMENT OF INTERNAL AUDITORS

Pursuant to the Section 138 of The Companies Act, 2013, every listed company is required to appoint an Internal Auditor to conduct the internal audit of the functions and activities of the Company.

In compliance with the aforesaid requirements, CA Padmini Palod, Chartered Accountant, has been appointed as the Internal Auditor of the Company for the financial year 2014-15.

- APPOINTMENT OF SECRETARIAL AUDITOR

Pursuant to the Section 204 of The Companies Act, 2013, every listed company shall annex with its Board''s Report, a Secretarial Audit Report which shall be issued from the financial year 2014-15 onwards which is to be given by a Company Secretary in practice.

In compliance with the aforesaid requirements, M/s V.M. & Associates, Company Secretaries, Jaipur has been appointed as the Secretarial Auditor of the Company for the financial year 2014-15.

9. MERGER

During the year under review, as a measure of achieving financial consolidation, revenue growth and facilitating the future growth of the Company, the Board of Directors of the Company proposed to go for Merger of the Company with "High Street Fashions Limited".

In this regard, pursuant to Clause 24 (f) of the Listing Agreement and SEBI Regulations, an application for merger of the Company was filed with all the Stock Exchanges i.e. BSE Limited, Jaipur Stock Exchange Limited and Calcutta Stock Exchange Limited.

The documents forming part of the said application are also posted on the website of the Company (www.highstreetfilatex.com) for the reference of stakeholders.

Now, the application has been forwarded by the BSE to Securities and Exchange Board of India (SEBI) and is under process.

10. MANAGEMENT DISCUSSION AND ANYALISIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report forms a part of this Annual Report. The Company has complied with all the disclosures and requirements that have to be made in this regard.

A Certificate from the Auditors of the Company confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

12. CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountant of India, is given along with Balance Sheet and Statement of Profit and Loss.

13. LISTING

The Securities of your Company are listed at Bombay Stock Exchange Limited, Jaipur Stock Exchange Limited and the Calcutta Stock Exchange Limited. The Company has been generally regular in complying with the provisions of the Listing Agreement. Also the Listing fees of all the Stock Exchange in which the Company is listed has been duly paid upto F.Y. 2014-2015.

14. PARTICULARS OF EMPLOYEES

Disclosure about particulars of employees in relation to sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

15. ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to all the business associates, its management, statutory authorities, Stock Exchanges and to the Investors/Shareholders for the confidence reposed in the Company and supporting the Company during all crucial and critical issues through their kind cooperation. The Directors also convey their deep sense of appreciation for the committed services by the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

Date: 14-08-2014 For and on Behalf of the

Place: Jaipur Board of Directors

Sd/- (Bhagwan Singh) Whole-time Director DIN: 02305246

Mar 31, 2013

To, Dear Members of High Street Filatex Limited

The Directors have immense pleasure in presenting the 19th Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended on March 31, 2013.

FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended March 31, 2013 is summarized as below:

(Rs. in Lacs) Particulars Year ended on 31-03-2013 31-03-2012

Sales 64.21 240.74

Other Income 0.00 0.00

Increase / (Decrease) in stock (10.45) (.77)

Total Income 53.76 239.97

Less: Manufacturing & other exp. 68.80 228.76

Profit/(Loss) before Dep.& Tax (15.03) 11.20

Less: Depreciation 7.39 7.39

Profit/(Loss) after

Depreciation before tax (22.43) 3.80

Less: Provision for Taxation 0.00 75

Less: Taxation for earlier period 0.34 (.08)

Profit after Taxation (22.77) 3.13

DIVIDEND

Dividend could not be recommended for the Financial Year 2012-13 in view of brought forward loss.

OPERATIONS

The Company''s performance suffered a set-back in the year, largely on account of the prolonged sluggishness in the industry.

DIRECTORS & COMPANY SECRETARY

Retire by Rotation:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Article 89 of Articles of Association of the Company, Mr. Rajneesh Chindalia, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The brief profile of the Director being re-appointed at the ensuing Annual General Meeting forms part of notice of the ensuing Annual General Meeting.

Appointment & Resignation from Directorship:

During the year Mr. Kamal Kishore Ghiya has resigned from the Directorship of the Company w.e.f. March 06, 2013. Board of Directors wish to place on record their sincere appreciation for the contributions made by him, during his tenure as Whole Time Director of the Company.

In terms of the provisions of Section 260 of the Companies Act, 1956 Ms. Prachi Chopda who was appointed as an Additional Director of the Company w.e.f. March 06, 2013, has tendered her resignation from the post of director of the Company vide resignation letter dated August 01, 2013.

The Board has accepted her resignation w.e.f September 10, 2013.

Due to resignation of Ms. Prachi Chopda, the Board has appointed Mr. Bhagwan Singh as the Whole Time Director and CFO of the Company, subject to the approval of shareholders w.e.f. September 10, 2013.

Appointment of Company Secretary and Compliance officer:

For exercising better and effective control on the secretarial and other functions and to meet with the pre determined standards of Corporate Governance, CS Kiran Geryani was appointed as Company Secretary and Compliance officer of the Company w.e.f. June 16, 2012.

DEMAT CONNECTIVITY WITH NSDL:

During the Financial Year 2012-2013, for providing the better facilities to the shareholders of convenient trading in shares of the Company, your Company had again initiated for DEMAT connectivity with NSDL and finally complied up with all the necessary pre-requirements and documentation for the said objective under the guidance of Compliance Officer of the Company.

The Company entered into a tripartite agreement with R&TA & NSDL on February 11, 2013 ; being the effective date of DEMAT Connectivity with NSDL .

At present, the Company is connected for DEMAT facility with both NSDL & CDSL.

REDUCTION OF MARKET LOT OF SHARES ON BSE:

During the Financial Year 2012-2013, queries and problems related to increased market lot of equity shares on the Stock Exchange was received as the shareholders holding less then 100 shares were not able to trade in the shares of the Company. Thus the management decided to get the market lot reduced to 1 equity share on the Bombay Stock Exchange.

In this regard, the Company had fulfilled all the criteria of Bombay Stock Exchange for getting the Market Lot reduced and thus consequent upon the connectivity of the Company with both the Depositories, the market lot of Equity Shares on BSE has been reduced from 100 shares to 1 share w.e.f May 06, 2013 vide BSE Notice No. 20130502-14 dated May 02, 2013.

At present, the shareholders can conveniently trade in the shares of the Company in any quantity.

PAYMENT OF OUTSTANDING LISTING FEES OF JAIPUR STOCK EXCHANGE:

Due to recurring losses and adverse financial position , your Company was unable to cope up with the payment of Listing Fees of Jaipur Stock Exchange from last 8 years ; with a objective of setting off all the dues, during the Financial Year 2012-2013 ; the management decided to request the Exchange for the Waiver of Outstanding Listing Fees .

In this regard, after making applications for waiver , the Exchange after keeping in mind the adverse financial position of the Company, granted a waiver of 65% of the outstanding fees to the Company.

The Company had paid all the dues as a one time settlement upto Financial Year 2013-2014 and thus at present there exist no outstanding amount against Jaipur Stock Exchange.

POSTAL BALLOT:

Pursuant to Section 192A of the Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001, the following Ordinary Resolution was passed by Postal Ballot on August 22, 2012:

i.) Authorizing the Board under Section 293(1)(a) , selling, leasing or otherwise disposing off the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking, of the whole , or substantially the whole of any such undertaking.

Postal Ballot notice along with the explanatory statement dated August 22 ,2012 and postal ballot forms and prepaid postage envelopes were dispatched to the shareholders on August 24, 2012 .The last date of the receipt of duly filled of Postal Ballot Form is September 24, 2012. The Company has appointed Mr. Manoj Maheshwari, Practising Company Secretary as a scrutinizer for processing and evaluating the Postal Ballot Form.

Details of voting as per the Scrutinizer Report dated September 25, 2012 are as follows:

Total no. of Votes Polled Result

shareholders from whom Postal Ballot Forms Received

Total - 48 Total- 423785 Since 99.96% votes

- Favour- 38 - Favour- 423625 have been caste in

- Against- 4 - Against- 70 favour of subject matter,

- Invalid- 6 - Invalid- 90 the same was treated

to be ASSENTED with requisite majority.

The above result of the Postal Ballot was announced by the Chairman at the registered office of the Company on September 25, 2012 and duly advertised in the newspapers.

PUBLIC DEPOSITS

The Company has not accepted any Deposit from public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirm that: i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures, if any; ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for that period; iii) the 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 annual accounts have been prepared on a going concern basis.

AUDITORS & AUDITORS'' REPORT

M/s. N. Bhandari & Co., Chartered Accountants, Jaipur, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting, and confirmed their eligibility and willingness to accept the office, if reappointed. The Board of Directors in its meeting on August 12, 2013 has recommended the appointment of M/s. N. Bhandari & Co., Chartered Accountants, as Statutory Auditors of the Company at the ensuing Annual General Meeting for the Financial Year 2013-14.

The Notes to the Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further clarifications under section 217(3) of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information related to conservation of energy, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PARTICULARS OF EMPLOYEES

Disclosure about particulars of employees in relation to sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and forming part of Directors'' report for the year ended March 31, 2013 is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountant of India, is given along with Balance Sheet and Profit and Loss Account.

LISTING

The Securities of your Company are listed at Bombay Stock Exchange Limited, Jaipur Stock Exchange Limited and The Calcutta Stock Exchange Limited. The Company has been generally regular in complying with the provisions of the Listing Agreement. Also the Listing fees of all the Stock Exchange in which the Company is listed has been duly paid upto F.Y. 2013-2014.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report forms a part of this Annual Report. The Company has complied with all the disclosures and requirements that have to be made in this regard.

A Certificate from the Auditors of the Company confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI regulations on prevention of insider trading, the Company has formulated a comprehensive code of conduct for prevention of Insider Trading for its management and staff. The Code lays down guidelines advising them on procedure to be followed and disclosures to be made while dealing with shares of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to all the business associates, its management, statutory authorities, Stock Exchanges and to the Investors/Shareholders for the confidence reposed in the Company and supporting the Company during all crucial and critical issues through their kind cooperation. The Directors also convey their deep sense of appreciation for the committed services by the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Jaipur (Rajdeep Ghiya) (Prachi Chopda)

August 12, 2013 Director Director

Mar 31, 2012

The Directors have immense pleasure in presenting the 18th Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended on March 31, 2012.

FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended March 31, 2012 is summarized as below:

(Rs. in Lacs)

Particulars Year ended on 31-03-2012 31-03-2011

Sales 240.74 304.48

Other Income 0.00 0.85

Increase/(Decrease) in stock (.77) 5.81

Total Income 239.97 311.15

Less: Manufacturing & other expenses 228.76 278.55

Profit/(Loss) before Depreciation & Tax 11.20 32.6

Less: Depreciation 7.39 21.95

Profit/(Loss) after Depreciation before tax 3.80 10.64

Less: Provision for Taxation .75 2

Less: Taxation for earlier period (.08) 0.00

Profit after Taxation 3.13 8.65

DEMATERIALISATION OF SHARES

The demat activation of your Company is in process with NDSL for providing better facilities to the shareholders like trading with shares more conveniently and etc. At present 67.48% of paid up capital of the Company is held in dematerialized form with CDSL.

DIVIDEND

Dividend could not be recommended for the Financial Year 2011-12 in view of brought forward loss.

PUBLIC DEPOSITS

The Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS Retire by Rotation

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Article 89 of Articles of Association of the Company, Mr. Rajdeep Ghiya, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The brief profile of the Director being re-appointed at the ensuing Annual General Meeting forms part of notice of the ensuing Annual General Meeting.

Due to resignation of Mr. Shanti Narain from the post of whole time Director of the Company, Mr. Kamal Kishore Ghiya is appointed as the Whole Time Director of the Company w.e.f April 01, 2011 for looking after day to day business and affairs of the Company.

Also for the better and effective control in the secretarial department and due to resignation of prior Company Secretary, your management has appointed CS Kiran Geryani, member of ICSI due to her vast experience in secretarial issues as the Company Secretary & Compliance Officer of the Company to look after all the secretarial and other main issues of the Company w.e.f. June 16, 2012.

EFFECT OF COMING OUT OF SICKNESS STATUS

After the discharge of the Company from the purview of Sick Industrial Companies (Special Provisions) Act, 1985, the Company is indulged in the new business activities and executing all the projects successfully and thus trying to recover from all earlier losses for the profitability of the shareholders.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) read with section 292A of the Companies Act, 1956, we the Directors of High Street Filatex Limited, state in respect of Financial Year 2011-12 that:

i) in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

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 the affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

iii) the Directors have 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 annual accounts on a going concern basis.

AUDITORS & AUDITORS' REPORT

M/s. N. Bhandari & Co., Chartered Accountants, Jaipur, Statutory Auditors of the Company , retires at the ensuing Annual General Meeting, and confirmed their eligibility and willingness to accept the office , if reappointed. The Board of Directors in its meeting on August 22, 2012 has recommended the appointment of M/s. N. Bhandari & Co., Chartered Accountants, Jaipur as Statutory Auditors of the Company at the ensuing Annual General Meeting for the Financial Year 2012-13.

The Notes to the Accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further clarifications under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information related to conservation of energy, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PARTICULARS OF EMPLOYEES

Disclosure about particulars of employees in relation to sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and forming part of Directors' report for the year ended March 31, 2011 is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountant of India, is given along with Balance Sheet and Profit and Loss Account.

LISTING

The Securities of your Company are listed at Bombay Stock Exchange Limited, Jaipur Stock Exchange Limited and Calcutta Stock Exchange Limited. The Company has been generally regular in complying with the provisions of the Listing Agreement.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report forms a part of this Annual Report. The Company has complied with all the disclosures and requirements that have to be made in this regard.

A Certificate from the Auditors of the Company confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

ACKNOWLEDGEMENT

The Directors wish to express their gratitude to all the business associates, its management and to the Investors/ Shareholders for the confidence reposed in the Company and supporting the Company during all crucial issues. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

For and on Behalf of the Board of Directors

Sd/- Sd/- (K.K. Ghiya) (Rajneesh Chindalia) Whole-time Director Director Jaipur August 22, 2012

Mar 31, 2010

The Directors have great pleasure in presenting the 16th Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended on 31st March, 2010.

FINANCIAL PERFORMANCE

The operations of the Company remained suspended till January, 2010. It resumed its operations on 19th February, 2010 and came into production on 1* March, 2010.

As the domestic market had become very lucrative, it had become necessary to get rid of 100% EOU status. Accordingly, an application was moved to the Development Commissioner, Noida, Export Processing Zone for the same. The unit was thereafter de-bonded on 26th January, 2010 after payment of necessary duties.

The performance of the Company for the financial year ended March 31, 2010 Is summarized as below:

(Rs. in Lacs)

Particulars Year ended on

31.03.2010 31.03.2009

Sales 87.75 0.00

Others 23.39 0.00

Increase / (Decrease) in stock (4.85) 0-00

Manufacturing & other expenses 52.62 2.74

Profif(Loss) before Depreciation 23.67 _ (2.74)

Depreciation S.30 0.00

Net Profit/(Loss) for the year 15,37 (2.74)

Expenses of previous year 0.00 (0.90)

Balance transferred to Balance Sheet 15.37 (3.64)

PROGRESS UNDER OTS AND FULL PAYMENT TO IDBI (SASF)

The net worth of the Company improved due to OTS settlement on account of remission of interest, liquidating damages and penalties etc.

The OTS dues of Stressed Assets Stabilization Fund (IDBI) were fully paid during the year. The funds were Injected by the promoter to make payment under OTS settlement to SASF (IDBI). The funds so injected by the promoters are ultimately desired to be converted into equity subject to the approval of shareholders in the Annual General Meeting.

PROGRESS UNDER BIFR

Consequent upon liquidationi of entire liabilities of the Company on account of debt burden of IDBI and SBBJ, the Company came out of the woods and made an application to BIFR to bring it out of sickness status and also for granting permission to do away with the services of operating agency who had shown reluctance to give rehabilitation package as desired by the Company. The BIFR Bench observed on 13th May, 2010 that the Companys net worth had become positive on the basis of provisional Balance Sheet as on 31st March, 2010 and on the basis of Chartered Accountants certificate to that effect. The Bench was kind enough to grant permission under Sec 17(2) of SICA, to exempt the Company, from taking the support of the OA of IDBI who was also present and agreed to it. The Bench finally ordered to produce positive net worth certificate on basis of Audited Annual Report as on 31st March, 2010 and also file written submissions in this regard on next date of hearing i.e. 4th Aug, 2010 which has been adjourned due to reduction of no. of benches In BIFR.

Now the Company has filed miscellaneous application along with Audited Balance Sheet on 10th August, 2010 for de-registration as a sequel to Net Worth of the Company having turned positive as per its Audited balance Sheet as on 31st March, 2010 and Is waiting for the next date of hearing to be fixed by the Bench for final order.

REDUCTION OF CAPITAL

In May 2009, your Directors approved the proposal for the reduction of capital of the Company from Rs, 6,47,00,000/- (Rupees Six Crore Forty Seven Lacs Only) to Rs. 64,70,000/- (Rupees Sixty Four Lacs Seventy Thousand Only), as per the provisions of the Section 100 to 104 of the Companies Act, 1956. Further, the same was approved by the Shareholders of the Company In the Annual General Meeting held on 10th July, 2009. Pursuant to the said approval, a petition for the same was filed with the Honble High Court at Jaipur.

Honble High Court has passed its final order on 22ndApril, 2010 approving the Scheme of Reduction of Capital. The final working for the completion of the same is under process.

DIVEDEND

In order to conserve the profits for the future the Board of Directors of the Company did not recommend any dividend for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS

Retire by Rotation

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Article 89 of Articles of Association of the Company, Mr. Rajneesh Chlndalla, Director retires by rotation at the ensuing Annual General

Meeting and being eligible offers himself for re- appointment.

The brief profile of the Director being re-appointed at the ensuing Annual General Meeting forms part of notice of the ensuing Annual General Meeting.

Appointment of Whole Time Director

Mr. Shanti Narain Kumsr who was appointed as a Dlrector w.e.f 15th June, 2001 Is proposed to be re-appointed as Whole-tlme Director of the Company at the Annual General Meeting of the Company w.e.f 15th July, 2009.

Resignation of Managing Director

Mr. Raj Kumar Sethla, Managing Director of the Company has resigned from the post of Managing Director w.e.f. 30* July, 2009,

RE-STRUCTURING AND RE-CLASSIFICATION OF AUTHORISED SHARE CAPITAL

The Board of Directors have proposed to re-structure and re-classify the existing Authorised Share Capital of Rs 7,50,00,000/- divided into 75,00,000 Equity Shares into 40,00,000 (Forty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 3,50,000 (Three Lacs Fifty Thousand) 6% Redeemable Cumulative Non Convertible Preference Shares of Rs. 100/- (Rupees One Hundred) each by the creation of 3,50,000 (Three Lacs Fifty Thousand) 6% Redeemable Cumulative Non Convertible Preference Shares of Rs. 100/- (Rupees One Hundred) each, for the approval of shareholders of the Company at the Annual General Meeting.

ALTERATION OF MEMORANDUM & ARTICLES OF ASSOCIATION

The re-structuring and re-classification of Authorised Share Capital requires alteration in the Share Capital clause of the Memorandum and Articles of Association of the Company. The said alterations are proposed for the approval of members in the notice attached.

PREFERENTIAL ISSUE OF PREFERENCE SHARES

The Board of Directors subject to the approval of shareholders of the Company and such other approvals as may be necessary have decided to create, offer, issue and allot up to 3,50,000 (Three Lacs Fifty Thousand) 6 % Redeemable Cumulative Non Convertible Preference Shares to the promotere of the Company with a condition that the Preference shares shall not be redeemed before three (3) years and not later than five (5) years from the date of allotment.

The proceeds will help the Company to Improve Its financial ratios by increasing the net worth of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Interim of section 217(2AA ) read with section 292A of the Companies Act, 1956, we the Directors of High Street Filatex Limited, state in respect of financial year 2009-10 that:

I) in the preparation of annual accounts, 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 the affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records 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 annual accounts on a going concern basis.

AUDITORS

M/S N. Bhandan & Co., Chartered Accountants, Jaipur, retiring Auditors at the ensuing Annual General Meeting, expressed their willingness to continue as Auditors. The Board recommends their re-appointment for the financial year 2010-11.

AUDITORS REPORT

the Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not cad for any further clarifications under section 217(3) of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The infomation related to conservation of energy, as required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PARTICULARS OF EMPLOYEES Disclosure about particulars of employees in relation to sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and forming part of Directors report for the year ended 31" March, 2010 is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

POSTAL BALLOT

A Postal ballot was conducted by the Company for the purpose of passing ordinary resolution of restructuring and reclassification of Authorised Share Capital, special resolutions for alteration in Articles of Association and offer, issue and allotment of 3,50,000 (three lacs fifty thousand) 9% redeemable, cumulative preference shares.

On the basis of the Scrutinized Report dated 20th March, 2010 it was revealed that total 15 votes were polled and out of which only 4 assented to the resolution and 11 and hence the resolutions were taken as not passed,

CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges in India, a Cash Flow Statement, as prepared in accordance with the Accounting Standard on Cash Flew Statement (AS-3) Issued by the Institute of Chartered Accountant of India, is given along with Balance Sheet and Profit and Loss Account.

LISTING

The Securities of your Company are listed at Bombay Stock Exchange Limited, Jaipur Stock Exchange Limited and Calcutta Stock Exchange Association Limited. The Company has been generally regular In complying with the provisions of the Listing Agreement.

The Company has proposed to get the shares of the Company delisted from the Calcutta Stock Exchange Association Limited and Jaipur Stock Exchange Limited.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report forms a part of this Annual Report. The Company Is in full compliance wilh the requirements and disclosures that have to be made in this regard. A Certificate from the Auditors of the Company confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

ACKNOWLEDGEMENT

The Directors wish to express their gratitude to all the business associates and to the Investors/Shareholders for the confidence reposed in the Company and its management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on Behalf of the Board of Directors

Shanti Narain Kumar Rajneesh Chlndalla

Whole-time Director Director

Place: Jaipur

Dated: 14.08.2010

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