Eastern Silk Industries Ltd Directors Report

DIRECTORS REPORT

To

The Members

Eastern Silk Industries Limited (hereinafter referred as "the Company").

The Board of Directors present the Seventy-ninth Annual Report and the Financial Statements of the Company for the year ended March 31^st, 2025.

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) AND IMPLEMENTATION OF THE RESOLUTION PLAN:

The Honble Adjudicating Authority, i.e., National Company Law Tribunal, Kolkata Bench, admitted the Company Petition i.e. C.P. No. (IB) No.588/KB/2020 on June 10, 2022, filed by the Financial Creditor, Export-Import Bank of India initiating Corporate Insolvency Resolution Process ("CIRP") under Insolvency & Bankruptcy Code, 2016 (hereinafter referred to as "Code") in the matter of M/s. Eastern Silk Industries Ltd. The Adjudicating Authority appointed Mr. Anil Agarwal as Interim Resolution Professional (IRP) vide its said order dated June 10, 2022.

The Committee of Creditors ("CoC") in its first meeting held on July 08, 2022 approved the appointment of Mr. Anil Kohli as Resolution Professional ("RP"). Thereupon, the CoC filed before Honble NCLT an application for the appointment of Mr. Anil Kohli as Resolution Professional in the captioned matter. Subsequently, the Honble NCLT allowed the application and appointed Mr. Anil Kohli as Resolution Professional in this matter vide its Order dated July 29, 2022 (copy of the same was received on August 04,2022).

The CIRP was carried out by the Resolution Professional as per the provisions of the Code and during CIRP, the resolution plan, as submitted by Mr. Ajay Bikram Singh through Baumann Dekor Private Limited (SRA-Successful Resolution Applicant), in terms of the applicable provisions of the Code, was approved by the CoC in its 11^th Meeting held on March 03, 2023.

After approval of the resolution plan from the CoC, the Resolution Professional filed the CoC approved Resolution Plan with Honble National Company Law Tribunal, Kolkata Bench on March 9,2023 and the same was approved by the Honble National Company Law Tribunal, Kolkata Bench vide its order dated January 31,2024. In accordance with the provisions of the Code and the said NCLT order, the approved Resolution Plan became binding on the Company and to all its employees, members, creditors, guarantors, and other stakeholders.

Pursuant to the approval of the plan and for the purpose of its implementation, a monitoring committee was constituted in terms of the approved Resolution Plan, and post constitution, the monitoring committee, in terms of the approved Resolution Plan, reconstituted the Board of the Company, thereby appointing a new Board of Directors of the Company along with the removal/vacation of the existing Board of Directors.

The Resolution Plan was successfully implemented within a period of 18 months from the date of its approval by the Honble NCLT. The Successful Resolution Applicant made full and final payments to all stakeholders, including Financial Creditors, Operational Creditors, and Government authorities/departments, as stipulated in the approved Plan.

Pursuant to the implementation of the Plan, the entire existing subscribed and paid-up share capital of the Company was extinguished. Consequent to such extinguishment, 50,00,000 new equity shares of Rs.2/- each were issued and allotted to the Successful Resolution Applicant and its nominees.

Further, in compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the new Promoter diluted 5% of its shareholding through an Offer for Sale (OFS) to the public shareholders.

1. FINANCIAL RESULTS/HIGHLIGHTS

Highlights of Financial Results for the year are as under:

		(Rs. in Lacs)
Particulars	Financial year endec March 31st , 2025	Financial Year ended March 31st , 2024
Total Income	2,548.99	2,033.87
Profit/(Loss) before depreciation/Exceptional Items and taxation	257.52	(889.84)
Less/Add: Depreciation	204.82	296.57
Profit/(Loss) for the year before taxation	52.70	(1,186.41)
Add/ (Less): Provision for Current/Earlier Year Taxation	(343.72)	44.00
Profit/(Loss) for the year	396.42	(1,230.41)

2. PERFORMANCE REVIEW

Highlights of performance during the financial year 2024-25 are:

Total Revenue from Operation of the Company is Rs. 2,157.88 Lacs as against Rs. 1,887.46 Lacs in the previous year.

Profit/(Loss) before taxation is Rs. 52.70 Lacs for the year as against the profit/ (Loss) of Rs.(1,186.41) Lacs in the previous year.

Profit/(Loss) after Tax is Rs. 396.42 Lacs as against the Profit/ (Loss) of Rs. (1,230.41) Lacs in the previous year.

3. STATUS OF CORPORATE INSOLVENCY RESOLUTION PROCESS UNDER THE IBC CODE 2016:

The Corporate Insolvency Resolution Process ("CIRP") against Eastern Silk Industries Limited ("Company/ Corporate Debtor") was initiated by the Honble National Company Law Tribunal, Principal Bench at Kolkata ("Adjudicating Authority") under Section 7 of the IBC Code vide its order dated June 10, 2022. The Adjudicating Authority vide order of the same date appointed Mr. CA Anil Agarwal IP Registration No. IBBI/IPA-001/IPP00270/2017- 2018/10514 as the Resolution Professional ("IRP") to conduct the CIRP of the Corporate Debtor. Later, in the first CoC Meeting of the Corporate Debtor held on July 08, 2022, Mr. Anil Kohli was appointed as the Resolution Professional ("RP") to carry on the CIRP of the Corporate Debtor.

Resolution Professional issued invitation for Expression of Interest (hereinafter referred as "EOI") in FORM G on August 24, 2022 in compliance with Regulation 36A of CIRP Regulations, 2016 through publication in newspapers— one in English, one in Hindi, and one in Kannada for the submission of a resolution plan in accordance with the provisions of the Code.

As per the published FORM G, the last date for submission of EOI was stipulated as September 9, 2022, and last date stipulated for submission of resolution plan was October 31, 2022. The Resolution Professional received three

Resolution Plans which were opened in presence of the COC Members in its 6^th CoC Meeting held on November

03. 2022.

The RP with the approval of committee of creditors of the Company filed an application before the Honble NCLT, Kolkata seeking an extension of the period of Corporate Insolvency Resolution Process (CIRP) of the Company by Ninety (90) days in terms of section 12(2) of the insolvency and Bankruptcy code 2016. The Honble NCLT Kolkata had granted an extension of the CIRP Period of the Company further by a period of Ninety (90) days with effect from December 7, 2022 vide its order dated January 30,2023.

All 3 (three) Resolution Plans were put to vote before the CoC members for their consideration, out of which the Resolution Plan submitted by Baumann Dekor Private Limited through Mr. Ajay Bikram Singh was approved by the CoC in its 11^th meeting held on March 03, 2023 with 88.30% of voting shares.

Subsequently, on March 09, 2023 the Application for Approval of Resolution Plan under section 30(6) and section 31(1) of the Code read with regulation 39 of IBBI (Insolvency Resolution Process for Corporate Person) Regulation, 2016 was filed by the Resolution Professional with Honable National Company Law Tribunal (NCLT) Kolkata for its approval.

The NCLT, Kolkata Bench approved the Resolution Plan submitted by Baumann Dekor Private Limited through Mr. Ajay Bikram Singh on January31, 2024 ("IBC/NCLT Order"). Pursuant to the Resolution Plan, as approved by the Honble NCLT vide its order dated January 31, 2024, the Monitoring Committee was constituted for the proper implementation of the Approved Resolution Plan of M/s Baumann Dekor Private Limited.

Further, the Resolution Plan was implemented within a period of 18 months from the date of its approval by the Honble NCLT, pursuant to its order dated January 31, 2024.

4. DIVIDEND

The Board of Directors, after carefully reviewing the financial position and overall circumstances, the Board of Directors does not recommend any dividend on Equity Shares for the financial year ended on March 31, 2025.

5. TRANSFER TO RESERVES

During the year under review, the Company has transferred an amount equivalent to Rs. 9968.49 lacs in retained earnings from capital reserves as per the approved resolution plan and Rs 396.42 lakhs being profit after tax for the current year to the retained earnings. Except the said amount no other amount has been transferred to reserves.

6. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

As mentioned earlier in this Report, the Honble National Company Law Tribunal ("NCLT"), vide its order dated January 31, 2024, approved the Resolution Plan submitted by M/s. Baumann Dekor Private Limited through Mr. Ajay Bikram Singh. In accordance with the approved Resolution Plan, a Monitoring Committee was constituted to supervise and oversee the implementation of the Plan.

The Resolution Plan was successfully implemented within a period of 18 months from the date of its approval by the Honble NCLT.

Further, in terms of the approved Resolution Plan, the following material events/changes have occurred subsequent to the closure of the financial year ended March 31, 2025, and up to the date of this Report-

1. In accordance with the approved Resolution Plan, the Successful Resolution Applicant has made full and final payments to all stakeholders, including Financial Creditors, Operational Creditors, and Government authorities/departments, as stipulated in the Plan.

2. The entire paid-up equity share capital of the Company was extinguished without any further act, instrument, or deed.

3. Consequent to such extinguishment, 50, 00,000 new equity shares of Rs.2/- each were issued and allotted to the Successful Resolution Applicant and its nominees.

4. In compliance with the requirements of the Listing Regulations, the new Promoter diluted 5% of its shareholding through an Offer for Sale (OFS) to the public shareholders.

5. In accordance with the terms of the Resolution Plan, the Successful Resolution Applicant passed/ the necessary accounting entries in the books of the Company for writing off pre-CIRP liabilities/debts of the Corporate Debtor.

6. Further, the Successful Resolution Applicant recorded the requisite accounting adjustments in respect of various assets and liabilities of the Company to give effect to the implementation of the Resolution Plan, subsequent to the closure of the financial year and up to the date of this Report.

7. CHANGES IN NATURE OF BUSINESS, IF ANY

The Company is engaged in the manufacture of silk fabrics and made-ups, home furnishings, fashion fabrics, handloom fabrics, double width fabrics, scarves, laces and belts, and embroidered fabrics. There has been no change in the nature of business of the company during the year under review and the Company continues to carry on its existing business.

8. CHANGES IN CAPITAL STRUCTURE

There was no change in the authorised and paid-up share capital of the Company during the year under review.

During the year under review, the Company has not issued shares with differential voting rights nor granted any stock options or sweat equity and NONE of the Directors of the Company hold instruments convertible into equity shares of the Company. However, subsequent to Financial Year ended March 31, 2025 to the date of this report:

i. the existing paid-up equity share capital of the Company as stood on March 31, 2025 was extinguished without any act and further deeds.

ii. Following the extinguishment of the 100% paid-up equity share capital of the Company, new 50,00,000 equity shares of Rs. 2/- each were issued to the new Successful Resolution Applicant and persons nominated by Successful Resolution Applicant.

iii. Post the allotment of 100% equity share Capital to the new promoter i.e. the Successful Resolution Applicant, the new Promoter, for the purpose of complying with the applicable requirement of the Listing Regulations diluted 5% of its shareholding, through an Offer For Sale (OFS), to the public shareholders.

9. PUBLIC DEPOSIT SCHEME

During the year, your Company has not accepted any deposits. within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. neither there are any outstanding deposits as on date.

10. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company neither has any associate and joint venture, nor any subsidiary company (ies). Accordingly, in terms of section 129(3) of the Companies Act, 2013 ("the Act"), the Company is not required to prepare the consolidated financial statements for the year ended March 31, 2025.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As specified earlier the Company was under Corporate Insolvency Resolution Process (CIRP) from June 10, 2022 up to January 31, 2024 and in terms of Section 17 of the Insolvency and Bankruptcy Code, 2016, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the erstwhile Board of Directors of the Company were suspended and the same were being exercised by Mr. Anil Kohli, Resolution Professional. The management of the affairs of the Company was vested with the Interim Resolution Professional/Resolution Professional, as the case may be, from the initiation of the CIRP, i.e., June 10, 2022 up to January 31, 2024, i.e., the date of approval of Resolution Plan by the Honble NCLT, Kolkata Bench.

Furthermore, after approval of the Resolution Plan by the Honble NCLT, Kolkata Bench, the monitoring committee was constituted in terms of the approved Resolution Plan and the Monitoring Committee, in its meeting held on March 4, 2024, further approved the reconstitution of a new Board of Directors, effective from March 11, 2024, thereby appointing new board, as nominated by the successful Resolution Applicant along with vacation/removal of the erstwhile Board of Directors of the Company.

It is also pertinent to mention here that the appointments of the new Board of Director(s) by the Monitoring Committee were as Additional director(s) and in terms of Section 161 of the Act, the tenure of the Additional Director appointed was up to the date of Annual General Meeting or up to the date when the Annual General Meeting of the Company was required to be held. As specified above, the Registrar of Companies, Kolkata has extended the date up to December 31, 2024 for holding the Annual General Meeting for the Financial Year 202324.

Further, the Company also filed an application on October 16, 2024 for the in-principal approval for allotment of equity shares to the new SRA but was unable to get the in-principal approval from National Stock Exchange (NSE) until December 31, 2024. Due to such non availability of the in-principal approval for the allotment of equity shares to the new SRA and persons nominated by the SRA, the Company was unable to restructure its share capital up to December 31, 2024 which resulted into non-holding of the Annual General Meeting of the Company for the Financial Year 2023-24 by December 31, 2024.

Accordingly, due to above stated unavoidable circumstances and non-holding of Annual General Meeting by December 31,2024, for the Financial Year 202 3-24, the offices of all the Directors of the Company, appointed on March 11,2024 as mentioned above stood vacated in terms of the provisions of Section 161 of the Act.

Such a vacation of all members of Board due to applicable provisions of the law, the monitoring Committee in their meeting held on January 03, 2025 again reappointed the same persons to the Board of Directors of the Company.

The details of the Directors reappointed by the monitoring committee w.e.f. January 03, 2025, are provided herein under.

DIN Number	Name of Director	Designation	Category	Date of Appointment	Date of Cessation/Vacation of Office	Reason for Vacation of Office
03096101	Mr. Ajay Bikram Singh	Additional Director	Chairman - NonExecutive Director	January 03, 2025	Not Applicable	Not Applicable
03502492	Ms. Jyothi Thomas	Additional Director	Non Executive Independent Director	January 03, 2025	Not Applicable	Not Applicable
06992675	Mr. Praveen Kumar Agarwal	Additional Director	Non Executive Independent Director	January 03, 2025	Not Applicable	Not Applicable
08578380	Mr. Deepak Kumar Gupta	Additional Director	Non Executive Independent Director	January 03, 2025	Not Applicable	Not Applicable
09424480	Mr. Sunil Kumar	Additional Director (Executive Director)	Executive Director (Whole Time Director)	January 03, 2025	Not Applicable	Not Applicable
10535137	Mr. Ramesh Chandragiri Reddappa	Additional Director (Executive Director)	Executive Director (Whole Time Director)	January 03, 2025	Not Applicable	Not Applicable

Accordingly, as on March 31, 2025, the board of directors consists of 6 (Six) members, of which 3 (three) were Independent Directors. The Board also comprises of one woman Independent Director

Furthermore, the Board of Directors based on the recommendations of the Nomination and Remuneration Committee, proposed the appointment/regularization of the Mr. Ajay Bikram Singh, as Director, Ms. Jyothi Thomas, Mr. Praveen Kumar Agarwal and Mr. Deepak Kumar Gupta, as Independent Directors for a period of 5 years w.e.f. January 3, 2025 and Mr. Sunil Kumar and Mr. Ramesh Chandragiri Reddappa as Directors and Wholetime Directors of the Company for a tenure of three years.

Further, the Annual General Meeting of the Company for the financial year 2023-24 was held on September 25, 2025, wherein the shareholders approved the aforesaid regularization/appointment of the Directors,

Independent Directors and Whole-time Directors appointed by the Monitoring Committee in its meeting held on January 3, 2025.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Ajay Bikram Singh, Director of the Company, is retiring by rotation at the ensuing AGM of the Company and is eligible for re-appointment.

Your Board recommends the re-appointment of Mr. Ajay Bikram Singh, as Director of the Company. The particulars in respect of Mr. Ajay Bikram Singh, as required under Regulation 36(3) of Listing Regulations and Secretarial Standard -2, are mentioned in the Notice of AGM.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 of the Act, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirm that

i) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

ii) Appropriate Accounting Policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the Profit and Loss Account for the Financial Year ended March 31, 2025.

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

iv) The Annual Accounts have been prepared on a going concern basis.

v) The Internal Financial Controls were in place and that there are adequate and were operating effectively.

vi) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

13. NUMBER OF MEETINGS OF THE BOARD

Nine Board meetings were held during the year ended March 31, 2025 ("Year") i.e. May 16, 2024, May 30, 2024, June 14, 2024 June 29, 2024, August 12, 2024, September 13, 2024, November 13, 2024, February 05, 2025 and February 14, 2025 and the maximum gap between two Board meetings did not exceed one hundred twenty days during the Year.

The attendance of Directors at Board Meeting and last Annual General Meting is as under:

S.NO.	Name of the Directors	Positions	Attendance
			Board Meetings	AGM Held on September 25, 2025
1.	Mr. Ajay Bikram Singh	Chairman	2	Yes
2.	Ms. Jyothi Thomas	Independent Director	9	No
3.	Mr. Praveen Kumar Agarwal	Independent Director	2	Yes
4.	Mr. Deepak Kumar Gupta	Independent Director	4	Yes
5.	Mr. Sunil Kumar	Whole-time Director	9	Yes
6.	Mr. Ramesh Chandragiri Reddappa	Whole-time Director	8	Yes

14. DETAILS OF COMMITTEES OF THE BOARD AUDIT COMMITTEE

Pursuant to the Insolvency Commencement Order dated June 10, 2022 and in consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stand suspended and the same are vested in and exercised by Resolution Professional.

Subsequently, Baumann Dekor Private Limited filed Resolution Plan which was approved by Honble NCLT vide its order dated January 31, 2024.

In terms of Approved Resolution Plan, the Monitoring Committee, in its meeting held on March 4, 2024, reconstituted the new Board in place of previous Board of the Company with effect from March 11, 2024, and the Audit Committee of the Board was re-constituted by the newly appointed Board during their meeting held on March 30, 2024.

It is also pertinent to mention here that the appointments of the new Board of Director(s) by the Monitoring Committee were as Additional director(s) and in terms of Section 161 of the Act, the tenure of the Additional Director appointed was up to the date of Annual General Meeting or up to the date when the Annual General Meeting of the Company was required to be held. Company has filed an application to the Registrar of Companies, Kolkata for extension of AGM for the Financial year 2023-24. The Registrar of Companies, Kolkata has extended the date up to December 31, 2024 for holding the Annual General Meeting for the Financial Year 2023-24.

The Company filed an application on October 16, 2024 for the in-principal approval for allotment of equity shares to the new SRA but was unable to get the in-principal approval from National Stock Exchange (NSE) until December 31 , 2024. Due to such non availability of the in-principal approval for the allotment of equity shares to the new SRA and persons nominated by the SRA, the Company was unable to restructure its share capital up to December 31, 2024 which resulted into non-holding of the Annual General Meeting of the Company for the Financial Year 2023-24 by December 31, 2024.

Accordingly, due to above stated unavoidable circumstances, and non-holding of Annual General Meeting by December 31 ,2024, for the Financial Year 2023-24, the offices of all the Directors of the Company, appointed on March 11,2024 as above stood vacated in terms of the provisions of Section 161 of the Act.

Consequent upon such vacation of office by all Directors, the Audit Committee of the Directors also ceased to exist.

In view of the aforesaid, and considering the vacation of office of all members of the Board in accordance with the applicable provisions of law, the Monitoring Committee, at its meeting held on January 03, 2025, reappointed the same individuals to the Board of Directors of the Company.

Audit Committee of the Directors was re-constituted by the board of directors during their meeting held on February 05, 2025 and further re-constituted on February 14, 2025

The composition of the Audit Committee along with the other details are provided in the Corporate Governance Report forming part of this Report.

NOMINATION & REMUNERATION COMMITTEE

Pursuant to the Insolvency Commencement Order dated June 10, 2022 and in consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stand suspended and the same are vested in and exercised by Resolution Professional.

Subsequently, Baumann Dekor Private Limited filed Resolution Plan which was approved by Honble NCLT vide its order dated January 31, 2024.

In terms of Approved Resolution Plan, the Monitoring Committee, in its meeting held on March 4, 2024, reconstituted the new board in place of previous Board of the Company with effect from March 11, 2024, and the Nomination & Remuneration Committee of the Board was re-constituted by the newly appointed board during their meeting held on March 30, 2024.

It is also pertinent to mention here that the appointments of the new Board of Director(s) by the Monitoring Committee were as Additional director(s) and in terms of Section 161 of the Act, the tenure of the Additional Director appointed was up to the date of Annual General Meeting or up to the date when the Annual General Meeting of the Company was required to be held. As specified above, the Registrar of Companies, Kolkata has extended the date up to December 31, 2024 for holding the Annual General Meeting for the Financial Year 2023-24.

The company filed an application on October 16, 2024 for the in-principal approval for allotment of equity shares to the new SRA but was unable to get the in-principal approval from National Stock Exchange (NSE) until December 31, 2024. Due to such non availability of the in-principal approval for the allotment of equity shares to the new SRA and persons nominated by the SRA, the Company was unable to restructure its share capital up to December 31, 2024 which resulted into non-holding of the Annual General Meeting of the Company for the Financial Year 2023-24 by December 31, 2024.

Accordingly, due to above stated unavoidable circumstances, non-holding of Annual General Meeting by ¹ December31,2024, for the Financial Year 2023-24, the office of all the Directors of the Company, appointed on March 11^th ,2024 as above got vacated in terms of the provisions of Section 161 of the Act.

Due to vacation of office Director of the company Nomination & Remuneration Committee of the Directors also ceased to exist.

Such a vacation of all members of Board due to applicable provisions of the law, the monitoring Committee in their meeting held on January 03, 2025 again reappointed the same persons to the Board of Directors of the Company.

Thereafter, Nomination & Remuneration Committee of the company was re-constituted by the Board of Directors during their meeting held on February 05, 2025.The composition of the Nomination & Remuneration Committee along with the other details are provided in the Corporate Governance Report forming part of this Report.

STAKEHOLDERS RELATIONSHIP/GRIEVANCE COMMITTEE

Pursuant to the Insolvency Commencement Order dated June 10, 2022 and in consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stand suspended and the same are vested in and exercised by Resolution Professional.

Subsequently, Baumann Dekor Private Limited filed Resolution Plan which was approved by Honble NCLT vide its order dated January 31^st , 2024.

In term of Approved Resolution Plan, the Monitoring Committee, in its meeting held on March 4, 2024, reconstituted the new board in place of previous Board of the Company with effect from March 11, 2024, and the Stakeholders Relationship/Grievance Committee of the Board was re-constituted by the newly appointed board during their meeting held on March 30, 2024.

It is also pertinent to mention here that the appointments of the new Board of Director(s) by the Monitoring Committee were as Additional director(s) and in terms of Section 161 of the Act, the tenure of the Additional Director appointed was up to the date of Annual General Meeting or up to the date when the Annual General Meeting of the Company was required to be held. As specified above, the Registrar of Companies, Kolkata has extended the date up to December 31, 2024 for holding the Annual General Meeting for the Financial Year 202324.

The company filed an application on October 16, 2024 for the in-principal approval for allotment of equity shares to the new SRA but was unable to get the in-principal approval from National Stock Exchange (NSE) until December 31, 2024. Due to such non availability of the in-principal approval for the allotment of equity shares to the new SRA and persons nominated by the SRA, the Company was unable to restructure its share capital up to December 31, 2024 which resulted into non-holding of the Annual General Meeting of the Company for the Financial Year 2023-24 by December 31, 2024.

Accordingly, due to above stated unavoidable circumstances, and non-holding of Annual General Meeting by December31st 2024, for the Financial Year 2023-24, the office of all the Directors of the Company, appointed on March 11^th 2024 as above got vacated in terms of the provisions of Section 161 of the Act.

Due to vacation of office Director of the company Stakeholders Relationship/Grievance Committee of the Directors also ceased to exist.

Such a vacation of all members of Board due to applicable provisions of the law, the monitoring Committee in their meeting held on January 03, 2025 again reappointed the same persons to the Board of Directors of the Company.

Stakeholders Relationship/Grievance Committee of the company was re-constituted by the board of directors during their meeting held on February 05, 2025.

The composition of the Stakeholders Relationship/Grievance Committee along with the other details are provided in the Corporate Governance Report forming part of this Report.

15. PERFORMANCE EVALUATION OF BOARD

The Board of Directors evaluated the performance of all Independent Directors, Non-Independent Directors, and its various Committees. The evaluation was carried out based on several parameters and attributes identified for assessing the effectiveness and contribution of each Director. After due deliberation, the Board concluded that all Directors possess adequate expertise, drawn from diverse industries and business backgrounds, and bring in competencies that are relevant and beneficial to the Companys business and operations. The overall performance of all Directors was found to be satisfactory.

The Board further noted that the composition and terms of reference of each Committee are well defined, and that the Committees have performed their responsibilities diligently and contributed effectively to the decisionmaking processes of the Board.

The functioning of the Board and its Committees was considered efficient and effective. The Board also evaluated its own performance collectively and expressed satisfaction with its overall functioning, composition, and the balanced participation of Independent and Non-Independent Directors.

16. DECLARATION BY INDEPENDENT DIRECTORS

The company was in receipt of Declarations, from the Board Directors, pursuant to the Sections 164(2) and 149(6) of the Act and Regulations 16(and 25(8) of the Listing Regulations. In the opinion of the Board, the Independent Directors hold highest standard of integrity and possess the requisite qualifications, experience, expertise, and proficiency.

17. NOMINATION AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed nomination and remuneration Policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on the appointment and remuneration of other employees. The Remuneration Policy is stated in the Corporate Governance Report that forms part of this Annual Report. The policy is also available on the website of the Company at www.easternsilk.com.

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

The particulars required to be furnished under Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 are set out in "Annexure I", which forms part of the report.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report and marked as "Annexure II".

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or any statutory modification or amendment in these Rules, a statement showing the name of top ten employees in terms of Remuneration drawn forms part of the Report and annexed to this report and marked as "Annexure II". Further, there was no employee in the Company who has drawn the remuneration in excess of the limits set out in the said Rules. Therefore, the disclosure for the same is not required.

20. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the requirements of Corporate Governance is attached to the report on Corporate Governance.

A separate section on Corporate Governance and Management Discussion and Analysis together with the Auditors Certificate confirming the compliance of conditions on Corporate Governance as per Schedule V of Listing Regulations with the Stock Exchange form part of the Annual Report as "Annexure III".

21. STATEMENT OF CASH FLOW

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statement of Cash Flow for the year ended on 31st March, 2025 as prepared under the provisions of Indian Accounting Standard -7 as notified under Section 133 of the Companies Act, 2013 is attached as a part of the Financial Statement of the Company

22. CODE OF CONDUCT

As per the Listing Regulations, the Board of the Company has laid down Code of Conduct for all the Board members of the Company and Senior Management Personnel as well and the same has been posted on Website of the Company which can be access by the following link www.easternsilk.com.

The certificate pertaining compliance to the Code of Conduct is also annexed to the report and marked as "Annexure IV"

23. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES MADE

The particulars of loans, guarantees given, security provided and investments made during the year as per Section 186 of the Act, if any, form part of the notes and schedules of the Financial Statements provided in this Annual Report.

24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions entered during the financial year ended on March 31^st , 2025 were on arms length basis, and in the ordinary course of business, and are in compliance with the applicable provisions of the Act and Listing Regulations.

During the period under review, material transactions to be reported are disclosed in Form AOC-2 in terms of Section 134 of the Act read with Companies (Accounts) Rules, 2014, with related parties are annexed to the report and marked as "Annexure-V"

The Policy on Related Party Transactions as approved by the Board is available on Companys website and can be accessed at www.easternsilk.com.

Further, details of the transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to comply with the provisions contained in sub-section (2) to (6) of the section 135 of the Act.

26. NOTES TO ACCOUNTS

They are self-explanatory and do not require any explanations.

27. RISK MANAGEMENT

The Company has been addressing various risks impacting the Company and the policy of the Company. During the year, your Directors made sure that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company monitors, manages and reports on the principal risks and uncertainties that can impact its strategic long- term objectives. The risk management process is reviewed periodically in order to keep it aligned with the emerging risks across the globe. Various programs involve risk identification, assessment and risk mitigation planning for strategic, operational, and financial compliance related risks across various levels of the organization.

The Board is identifying the elements of risks involved along with its severity and their impact on the existence of the Company.

Furthermore, in terms of the Listing Regulations, the Company is not required to form Risk Management Committee.

28. INTERNAL FINANCIAL CONTROLS

The Company has established Internal Financial Control System for ensuring the orderly and efficient conduct of the business including adherence to Companys Policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable Financial Statements.

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.

29. STATUTORY AUDITORS

M/s B.K. Shroff & CO., Chartered Accountants, Kolkata (Firm Regn. No. 302166E) was appointed as the Statutory Auditors of the Company, for a period of 5 years, commencing from the conclusion of 76^th AGM till the conclusion of the 81^st AGM to be held in the year 2027.

Audit Observations and response for the same for the Financial Year ended on March 31, 2025.

Statutory Auditors have expressed qualified opinions. The details of the audit qualification and the response to the same are furnished below:

Sr. No Qualified Opinion	Reply of Management
1. a) The Company has successfully received and paid the First and Second Tranches in accordance with the approved Resolution Plan and the remaining Third Tranche of Rs.3972.22 lakhs is pending which is to be received from the SRA. As per the direction of the Honble NCLT, this amount is to be paid to the Company by 31st July 2025, which is the final due date stipulated for payment under the plan.	a) As per the Resolution Plan duly approved by the Honble National Company Law Tribunal (NCLT), Kolkata Bench, the Successful Resolution Applicant (SRA) is required to complete the stipulated payments under the plan by 31st July 2025.
These circumstances indicate the existence of a material uncertainty regarding the timely receipt of the remaining funds, which may cast significant doubt on the Companys ability to meet its obligations related to the Third Tranche and, consequently, to continue as a going concern.	b) Till date, there has been no default by the SRA in adhering to the payment schedule outlined in the Resolution Plan. Two tranches have been successfully paid, and
b) Further In compliance with the approved Resolution Plan and order from the Honble National Company law Tribunal, the accounting adjustments have been carried out related to extinguishment of liabilities / claims and write off of impaired and/or doubtful asset. The net impact of the same Rs 11368.49 lakhs has been transferred to the Capital Reserve Account and Retained Earnings as per the approved Resolution plan. The cancellation of existing share capital and infusion of new capital of Rs. 100.00 lacs have been completed in April, 2025. Its effect will	only the third and final tranche remains outstanding. The Company has already received Rs.1,00,00,000 as Equity Share Capital and Rs.6,11,11,100 as Performance Guarantee from the SRA. Accordingly, an amount of Rs.32,61,11,051 is pending from the SRA towards the third tranche of payment.
be taken in accounts on finalization in the next year. The above adjustments are subject to reversal in the event of non-compliance with the terms of Resolution plan.	c) The SRA has informed the Company that, as of date, approximately Rs.18,00,00,000 has
c) However, the financial statements have been prepared on a going concern basis, based on the considerations and explanations detailed in Note No. 6 of the Ind AS Financial Results, which outline managements assessment and the basis for this assumption	been specifically earmarked for the final tranche of payment by them and in line with the directions of the Honble NCLT, the deadline for this payment is 31st July 2025.
	d) However, the SRA has expressed full confidence regarding the arrangement of the remaining amount and has assured that the entire payment will be completed on or before 15th July 2025.
	e) In view of the above facts, including the demonstrated commitment of the SRA, the net worth of the promoters, and in accordance with Clause 2.8 of the approved Resolution Plan, the financial statements of the Company have been prepared on a going concern basis.
	f) The management does not foresee any circumstances that would warrant a departure from this basis or indicate nonimplementation of the Resolution Plan and hence question of reversing the impact of NCLT order will not arise.

30. COST AUDITORS

The Board of Directors of the company, in their meeting held on August 12, 2024 pursuant to Section 148(3) of the Act, read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, has re-appointed M/s. N. Radhakrishnan & Co., Cost Accountant for conducting the audit of cost records of the Products Silk fabrics, Cotton Fabrics, Linen Fabrics and Polyester Fabrics maintained by the Company for the Financial Year 2024-25.

However, the Company subsequently realized that the provisions of cost audit were not applicable for FY 202425, as its turnover was below the prescribed threshold limit.

Therefore, Company is not required to maintain the cost records as specified by the Central Government under Sub-section (1) of Section 148 of the Act.

31. SECRETARIAL AUDITOR

Board of Directors of the company, in their meeting held on August 12, 2024 pursuant to the provisions of Section 204 of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s H Nitin & Associates, Practicing Company Secretary as Secretarial Auditor, to conduct Secretarial Audit for the Financial Year 2024- 25.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith marked as "Annexure-VI" to this Report. The observations of the Secretarial Auditors are self-explanatory in nature.

32. COMPLIANCE OF SECRETARIAL STANDARDS

Yours Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

33. WEB LINK OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the draft Annual Return of the Company for the Financial Year 31st March, 2025 is uploaded on the website of the Company and can be accessed at www.easternsilk.com.

The final Annual Return shall be uploaded in the same web link after the said Return is filed with the Registrar of Companies.

34. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company in pursuance to the provisions of section 177(9) & (10) of the Act has formulated a vigil mechanism (whistle blower policy) for its Directors and Employees of the Company to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. The Vigil Mechanism (Whistle Blower Policy) is available on the companys website www.easternsilk.com.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the period under review, there were no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards discrimination and harassments including sexual harassment and always strives to create and provide a healthy environment in the workplace(s). It has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint on sexual harassment was received during the Financial Year 2024-2025. The details are as under:

The details of the sexual harassment cases received, disposed of and pending are given below:-

Number of Sexual Harassment Cases pending in the beginning of the Financial Year i.e.01.04.2024	Number of Sexual Harassment cases received during the Financial year 2024-25	Number of Sexual Harassment cases disposed off during the Financial year 2024-25	Number of Sexual Harassment cases pending at the end of Financial year 2024-25
NIL	NIL	NIL	NIL

37. CONFIRMATION FOR THE COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961.

The Company hereby confirm and declare the due compliance of the Maternity Benefit Act, 1961.

38. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the period under review:

Details relating to deposits covered under Chapter V of the Act.

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

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

39. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report is not mandatorily applicable to the company and has not been prepared.

40. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF THE ACT OTHER THAN THOSE REPORTABLE TO CENTRAL GOVERNMENT

There was no instance of fraud during the year 2024-2025, which required the statutory auditors to report under Section 143(12) of the Act and the rules made thereunder. Further, the statutory auditor and secretarial auditor have not reported any fraud in their report.

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The details about the Corporate Insolvency Resolution Process along with the present status of the same has been duly briefed in the various section(s) of this Report.

42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Corporate Insolvency Resolution Process (CIRP) has been initiated under the provisions of the Insolvency and Bankruptcy Code, 2016 ("the Code") vide order dated June 10, 2022 passed by Honble National Company Law Tribunal (NCLT), Kolkata.

Resolution Plan submitted by Baumann Dekor Private Limited was approved by CoC, and the same was filed with NCLT, Kolkata which approved the same on January 31, 2024.

The Resolution Plan was implemented within a period of 18 months from the date of its approval by the Honble NCLT, pursuant to its order dated January 31, 2024

Apart from the above, the Company did not enter into any transaction for One Time Settlement of loan/borrowings from Bank.

43. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report and also available on the Companys website at www.easternsilk.com.

44. ACKNOWLEDGEMENT

The newly constituted Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Resolution Professional/Monitoring professional, Directors also wish to place on record their deep sense of appreciation for the dedication of the employees at all levels, which has been required for the Companys success. The Directors, Resolution Professional/ Monitoring professional, of the Company look forward to their continued support in future.

For & On behalf of the Board
Sd/-	Sd/-
Sunil Kumar	Ramesh Chandragiri Reddappa
Whole-time Director	Whole -time Director
DIN: 09424480	DIN:10535137
Date: 05/11/2025
Place: Bangalore