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Silkflex Polymers India Ltd Directors Report

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Sep 11, 2026|12:00:00 AM

Silkflex Polymers India Ltd Share Price directors Report

To,

The Members,

Your Directors have the pleasure in presenting 10 th Board of Directors Report of Silkflex Polymers (India) Limited (the Company) on the Business and Operations of your Company together with the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026.

The Annual Report provides a comprehensive review of the Companys business operations, financial performance, and key developments during the year under review. The accompanying audited financial statements present a true and fair view of the Companys financial position and performance for the financial year ended March 31, 2026, in accordance with the applicable provisions of the Companies Act, 2013. The Directors believe that this report offers the shareholders a comprehensive understanding of the Companys operational and financial performance, significant achievements, corporate governance practices, and future outlook.

FINANCIAL PERFORMANCE

The Standalone Audited Financial Statements of your Company for the financial year ended March 31, 2026, have been prepared in accordance with the applicable Accounting Standards (AS) prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules framed thereunder, the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), and other applicable provisions of the Companies Act, 2013 (the Act).

The key highlights of the Companys standalone financial performance for the financial year ended March 31, 2026, are summarized below:

(Rs. in Lakhs)

Particulars 2025-2026 2024-2025
Revenue from Operations 11020.33 8001.13
Other Income 56.64 50.14
Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense 2231.17 1211.35
Less: Depreciation/ Amortization/ Impairment 187.68 38.30
Profit before Finance Costs, Exceptional Items and Tax Expense 2043.49 1173.06
Less: Financial Costs 413.17 232.90
Profit before Exceptional Items and Tax Expense 1630.32 940.16
(Add)/less: Exceptional items 2.00 0.00
Profit before Tax Expense 1632.32 940.16
Less: Tax Expense (Current & Deferred) 416.99 240.12
Excess/Short Provisions of earlier years 0.00 0.00
Profit after Tax 1215.33 700.04
Earning Per Share 10.47 6.26

Net revenue from operations stands Rs. 11020.33 Lakhs as against Rs. 8,001.13 Lakhs in the previous year showing growth of 37.73%. Other income stands at Rs. Rs. 56.64 Lakhs in current year as compared to Rs. 50.14 Lakhs in previous year.

The Company earned a Profit After Tax of Rs. 1215.33 Lakhs during the current financial year as against a Profit After Tax (PAT) of Rs. 700.04 Lakhs in the previous financial year showing growth of 73.61%.

Except as stated above, there are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year 2025-2026 and the date of this Report.

TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review. DIVIDEND

With a view to conserving resources for the future growth and expansion of the Company, the Board of Directors has not recommended any dividend for the financial year 2025-26.

MAJOR EVENTS OCCURED DURING THE YEAR

The Members of the Company, at its 09th Annual General Meeting held on Thursday, September 25, 2025 has appointed Mr. Raj Nitin Mehta (DIN: 11225342) as the Non-Executive Director of the Company in place of Mr. Rajendrakumar Mohanlal Shah (DIN-00200267, Director liable to retire by rotation, expressed his unwillingness to be so re-appointed) at the 09th Annual General Meeting.

The Company has officially opened a new branch office in Ernakulam, Kerala, India, with effect from November 12, 2025.

The company had Commences Commercial Production at its State-of-Art Automated Manufacturing Facility in Vadodara, Gujarat, India. The Company has commenced commercial production of its flagship products Silkbond 35 and Silkflex Glue.

Mr. Sugoto Ghosh (DIN: 03227177) has tendered his resignation from the position of Independent Director of the Company, with effect from March 25, 2026. Consequently, Mr. Sugoto Gosh shall also cease to be a Chairman of the Nomination and Remuneration Committee and member of Audit Committee and Stakeholders Relationship Committee of the Board.

CHANGE IN REGISTERED OFFICE

During the year, there was no change in Registered Office of the Company.

CHANGE IN NATURE OF BUSINESS

During the year under review, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

BUSINESS OVERVIEW

Our Company trades premium water-based textile inks and premium water-based wood coating polymers under the Malaysian brand Silkflex, produced by Silkflex Polymers SDN BHD. We hold the exclusive rights to sell Silkflex products and use the Silkflex brand name in India. Over the years, our product portfolio has expanded to include a wide range of printing inks for the textiles and garments industry, as well as water-based wood coatings for the furniture sector. We offers a diverse portfolio of 128 textile printing inks and 70 wood coating polymer products. Our textile printing products are certified to ZDHC Confidence Level 3, supporting the Zero Discharge of Hazardous Chemicals initiative to eliminate harmful substances and protect workers, consumers, and the environment.

We holds the OEKO-TEX® Eco Passport and is accredited under the Global Organic Textile Standard (GOTS) version 7, ensuring the highest levels of safety and sustainability. Our wood coating products are GREENGUARD certified, ensuring low chemical emissions and contributing to healthier indoor air quality, recognized by green building programs like LEED.

Our Journey

Inception of the company with Incorporation of Kolkata head office and incorporation of Tirupur branch office

Incorporation of Ahmedabad branch office

Grand Opening of Silkflex Head Office

Commenced Commercial Production at 72,000 sq. ft. fully automated state of art manufacturing facility in Vadodra, Gujarat

Successful expansion into wood coatings and incorporation of Ludhiana branch office

Incorporation of Jodhpur branch office

Listing on NSE: SME and incorporation of Mumbai branch office

MATERIAL CHANGES AND COMMITMENT

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, there have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year,

i.e., March 31, 2026, and the date of this Report.

CAPITAL STRUCTURE

During the year, there were no changes in the Authorized share capital and paid-up share capital of the company and the details are as follow:

Authorized Capital

The Authorized Share Capital is Rs. 13,50,00,000 (Thirteen Crore Fifty lakhs) divided into 1,35,00,000 (One crore Thirty Five lakhs) Equity Shares of Rs. 10/- each.

Issued, Subscribed & Paid-up Capital

As on March 31, 2026, the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs. 11,60,70,000/- (Rupees Eleven Crore Sixty Lakhs and Seventy Thousand Only) divided into 1,16,07,000 (One Crore Sixteen Lakh and Seven Thousand) Equity Shares of Rs. 10/- each, fully paid-up.

CREDIT RATING

During the financial year under review, the Company obtained a credit rating from Crisil Ratings Limited and it had assigned a rating of Crisil BBB- /Stable (Crisil Triple B with Stable Outlook) to the Companys Long-Term Bank Facilities aggregating to Rs. 50.00 Crore (Rupees Fifty Crore Only).

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the period under review the provisions relating to Investor Education and Protection Fund (IEPF) is not applicable to the company

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2026 is as follows:

Sr. No. Name of the Director / KMP Category
1. Mr. Tushar Sanghavi Chairman and Managing Director
2. Ms. Urmi Mehta Whole Time Director and CFO
3. *Mr. Raj Mehta Non-Executive Director
4. Mr. Atanu Bhuniya Non-Executive Director
5. *Mr. Rajendrakumar Shah Non-Executive Director
6. Mr. Hardikkumar Patel Independent Director
7. *Mr. Sugoto Ghosh Independent Director
8. *Mr. Krishan Jaisansariya Additional Director (Independent Director)
9. *Ms. Mansi Pathak Company Secretary and Compliance Officer
10. *Ms. Nikita Jaiswal Company Secretary and Compliance Officer

*Mr. Raj Nitin Mehta (DIN: 11225342) was appointed as a Non-Executive Director of the Company, in place of Mr. Rajendrakumar Mohanlal Shah (DIN: 00200267), who, being liable to retire by rotation, expressed his unwillingness to be re-appointed, with effect from September 25, 2025.

*Ms. Nikhita Jaiswal, Company Secretary and Compliance Officer of the Company, has tendered her resignation from the position of Company Secretary and Compliance Officer of the Company, with effect from March 10, 2026.

*Ms. Mansi Pathak (Membership No. A75093) was appointed as the Company Secretary and Compliance Officer of the Company with effect from March 25, 2026.

*Mr. Krishan Jaisansariya (DIN: 11391586) was appointed as an Additional Director in the capacity of an Independent Director of the Company with effect from March 25, 2026.

*Mr. Sugoto Ghosh (DIN: 03227177) tendered his resignation from the position of Independent Director of the Company, with effect from March 25, 2026.

Retirement by rotation and subsequent re-appointment:

Mr. Atanu Bhuniya (DIN: 10141352), Non-Executive Non- Independent Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

Appointment/Cessation/Change in Designation of Directors

During the period under review, there were changes in the composition of the Board of Directors of the Company, as detailed below:

Appointment Mr. Raj Nitin Mehta (DIN: 11225342) was appointed as a Non-Executive Director of the Company in place of Mr. Rajendrakumar Mohanlal Shah (DIN: 00200267), who, being liable to retire by rotation, expressed his unwillingness to be re-appointed, with effect from September 25, 2025.
Appointment Mr. Krishan Jaisansariya (DIN: 11391586) was appointed as an Additional Director in the capacity of an Independent Director of the Company with effect from March 25, 2026.
Resignation Mr. Sugoto Ghosh (DIN: 03227177) tendered his resignation from the position of Independent Director of the Company with effect from March 25, 2026.

Changes in Board Composition after end of financial Year.

After the end of financial year 2025-26, there were no changes in the board composition.

Key Managerial Personnel

As per the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Tushar Lalitkumar Sanghavi, Managing Director, Mrs. Urmi Raj Mehta, Whole Time Director & Chief Financial Officer and Ms. Mansi Pathak, Company Secretary & Compliance Officer, are the key managerial personnels of the Company as on March 31, 2026.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 (the Act) and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Independent Directors have also confirmed compliance with the provisions of Schedule IV to the Act and the Companys Code of Conduct.

The Independent Directors have further confirmed that they are not aware of any circumstances or situations that exist or may reasonably be anticipated to impair or impact their ability to discharge their duties with an objective and independent judgment or without any external influence.

In accordance with Section 149(7) of the Act, the requisite declarations have been received from all the Independent Directors. Further, all the Independent Directors of the Company have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Based on the declarations received and after carrying out the prescribed assessment, the Board is of the opinion that all the Independent Directors possess the requisite integrity, qualifications, experience, expertise and proficiency and fulfil the conditions specified under the Act and the Listing Regulations. The Board further confirms that the Independent Directors are independent of the Management and continue to discharge their duties and responsibilities effectively.

A separate meeting of Independent Directors was held on March 25, 2026 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

NUMBER OF MEETINGS OF THE BOARD

The details of the meetings of Board of directors convened during the Financial Year 2025-26 are as follows:

The board of directors met 14 times during the Financial Year 2025-26. The meetings were held on April 04, 2025, April 24, 2025, May 16, 2025, June 06, 2025, July 25, 2025, July 29, 2025, July 31, 2025, August 25, 2025, August 29, 2025, November 12, 2025, November 21, 2025, January 09, 2026, February 04, 2026 and March 25, 2026.

BOARD COMMITTEES

There are various committees constituted as stipulated under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

1. AUDIT COMMITTEE

The Company has reconstituted the Audit Committee vide resolution passed in the meeting of Board of Directors held on March 25, 2026 as per the applicable provisions of the Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The reconstituted Audit Committee comprises following members as on March 31, 2026.

Name of the Director Designation Nature of Directorship
Mr. Hardikkumar Dasharathbhai Patel Chairman Independent Director
Mr. Krishan Jaisansariya Member Independent Director
Mr. Tushar Lalit Kumar Sanghavi Member Managing Director

The Company Secretary of our Company acts as a Secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements.

The powers, roles and terms of reference of the committee are in compliance with the Section 177 of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable.

The committee members met 8 times during the Financial Year 2025-26. The meetings were held on April 04, 2025, May 16, 2025, June 05, 2025, August 25, 2025, November 12, 2025, January 09, 2025, February 04, 2026 and March 25, 2026.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has reconstituted the Nomination and Remuneration Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated March 25, 2026. The Nomination and Remuneration Committee comprises the following members as on March 31, 2026:

Name of the Director Designation Nature of Directorship
Mr. Krishan Jaisansariya Chairman Independent Director
Mr. Hardikkumar Dasharathbhai Patel Member Independent Director
Mr. Atanu Bhuniya Member Non-Executive Director

The Company Secretary of our Company acts as a Secretary to the Nomination and Remuneration Committee.

The roles and terms of reference of the committee are in compliance with the Section 178 of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable.

The committee members met 5 times during the Financial Year 2025-26. The meeting was held on April 24, 2025, August 25, 2025, August 29, 2025, November 12, 2025 and March 25, 2026.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

Our Company has reconstituted the Stakeholders Relationship Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated March 25, 2026. The reconstituted Stakeholders Relationship Committee comprises the following members as on March 31, 2026:

Name of the Director Designation Nature of Directorship
Mr. Hardikkumar Dasharathbhai Patel Chairman Independent Director
Mr. Krishan Jaisansariya Member Independent Director
Ms. Urmi Raj Mehta Member Whole Time Director

The Company Secretary of our Company is acting as a Secretary to the Stakeholders Relationship Committee.

The roles and terms of reference of the committee are in compliance with the Section 178 of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable.

The committee members met 6 times during the Financial Year 2025-26. The meeting was held on April 04, 2025, June 05, 2025, August 29, 2025, November 12, 2025, January 09, 2026 and March 25, 2026.

AUDIT COMMITTEE RECOMMENDATIONS

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated a policy on appointment and remuneration of Directors, Key Managerial personnel and Senior Management personnel, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013.

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 01, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the Companys website at https://silkflexindia.in/wp-content/uploads/2.-nomination-and-remuneration-policy.pdf.

EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of Section 134(3) (p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and nonexecutive director Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company is set out in Annexure - [A] of this report.

SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANY

During the period under review, your company do not have any subsidiary, joint venture and associate company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, in relation to financial statements of the Company for the year ended 31 March 2026, the Board of Directors to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the financial year ended 31 st March, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2026 and of the profit and loss of the Company for the financial year ended 31 st March, 2026;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared annual accounts for the financial year ended March 31, 2026 on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

During the year no reportable material weakness in the design or operation were observed.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the period under review, your company do not have any subsidiary, joint venture and associate company.

PUBLIC DEPOSITS

During the year under review, Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit which is in violation of Chapter V of the Act.

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, Details of Unsecured Loans taken from Directors of the Company are given in the Notes to the Financial Statements forming part of Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, guarantee and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties are placed before the Audit Committee for its prior approval. The Company obtains omnibus approval from the Audit Committee for Related Party Transactions which are repetitive in nature and are entered into in the ordinary course of business.

During the Financial Year 2025-26, all transactions with Related Parties were undertaken at arms length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (Act) and the rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the Companys Policy on Related Party Transactions.

During the Financial Year under review, the Company has not entered into material Related Party Transactions in accordance with the applicable provisions of the Act and the Listing Regulations. Therefore, The details of the contracts or arrangements with Related Parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2 are not annexed to this Report.

The Companys Policy on Related Party Transactions provides a framework for identifying Related Parties, determining the materiality of transactions, obtaining requisite approvals and ensuring appropriate disclosures in accordance with the applicable statutory and regulatory requirements. The Policy on Related Party Transactions is available on the Companys website at: https://silkflexindia.in/wp-content/uploads/Policv-on-Materialitv-of-Related-Partv-Transactions Amended-as- on-12.11.2025.pdf.

Pursuant to Regulation 23 of the Listing Regulations, the Company has made the requisite disclosures of Related Party Transactions to the Stock Exchanges in the prescribed manner and within the applicable timelines.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has framed policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various projects / activities in accordance with Schedule VII of the Act.

The details of CSR activities undertaken during the financial year 2025-26, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as Annexure - [B] and forms part of this report.

During the Financial Year 2025-26, the amount required to be spent by the Company towards CSR activities under Section 135(5) of the Act did not exceed Rs.50 lakh. Accordingly, pursuant to Section 135(9) of the Act, the requirement for constitution of a CSR Committee was not applicable to the Company and the functions of the CSR Committee were discharged by the Board of Directors.

The Corporate Social Responsibility Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://silkflexindia.in/wp-content/uploads/CSR-Policy.pdf.

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

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014:

A Conservation of Energy Comments
The steps taken or impact on conservation of energy The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day-to-day consumption is monitored in various ways and means are adopted to reduce the power consumption in an effort to save energy
The steps taken by the Company for utilizing alternate sources of energy The Company has not taken any step for utilizing alternate sources of energy.
The capital investment on energy conservation equipment During the year under review, Company has not incurred any capital investment on energy conservation equipment.
B Technology Absorption
The effort made towards technology absorption None
The benefit derived like product improvement, cost reduction, product development or import substitution: in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
a. The details of technology imported:
b. The year of import:
c. Whether the technology has been fully absorbed
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
e. The expenditure incurred on Research and Development
C Foreign Exchange Earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year NIL
The Foreign Exchange outgo during the year in terms of actual outflows 3962.67 Lakhs

RISK MANAGEMENT POLICY

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. At present, the Company has not identified any element of risk which may perceptibly threaten the existence of the Company.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis. There are no risks, which in the opinion of the Board threaten the existence of the Company.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, WHISTLE BLOWER POLICY AND AFFIRMATION THAT NO PERSONNEL HAVE BEEN DENIED ACCESS TO THE AUDIT COMMITTEE.

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time.

The Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The said policy is placed on the website of the Company at https://silkflexindia.in/wp-content/uploads/3.-vigil-mechanism-whistler-blower-policy.pdf.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

AUDITORS

STATUTORY AUDITOR

Members of the Company at the 06th AGM held on 27th July 2022, approved appointment of M/s M B Jajodia & Associates, Chartered Accountants (ICAI Firm Registration Number 0139647W) as the Statutory Auditors of the Company for a term of 5 consecutive years commencing from the conclusion of 06th AGM till the conclusion the 11th AGM of the Company i.e., from FY 2022-23 to FY 2026-27 from whom certificate pursuant to section 139 of the Companies Act has been received.

The Statutory Auditors Report on the Standalone Financial Statements of the Company for the financial year ended March 31, 2026, forms part of this Annual Report. The Audit Reports issued by the Statutory Auditors contain an unmodified opinion and are self-explanatory. They do not contain any qualification, reservation, adverse remark or disclaimer. Further, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed on March 25, 2026 has appointed M/s Insiya Nalawala & Associates, Company Secretaries, to fill the casual vacancy and to conduct the Secretarial Audit of the Company for the year ended March 31, 2026. The Secretarial Audit Report in prescribed Format Form MR-3 is annexed herewith as Annexure [C].

M/s. K Shaw & Associates (Membership No.: F12966; COP No.: 27343), Secretarial Auditor of the Company had tendered resignation from the position of Secretarial Auditor of the Company with effect from March 06, 2026.

INTERNAL AUDITOR

M/s. Nikhar Agarwal & Co., Chartered Accountants (FRN: 026212S) were appointed as the Internal Auditor of the company for the FY 2025-2026 by the Board of Directors of the Company in the Board Meeting held on January 09, 2026 to fill the casual vacancy caused by previous auditor.

M/s Ankit Gadiya & Associates, Chartered Accountants (FRN: 161171W), Internal Auditor of the company were appointed on June 05, 2025. The said firm has tendered resignation from the position of Internal Auditor of the Company with effect from January 01, 2026.

M/s. Arham & Associates, Chartered Accountants), Internal Auditor of the company has resigned from its position with effect from May 26, 2025.

FRAUDS REPORTED BY THE AUDITOR

During the year under review, neither the Statutory Auditors, Internal Auditors, or the Secretarial Auditors have reported to the Audit Committee, under Section 143 (12) of the Act, any instances of fraud committed by the Company or against your Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

MAINTENANCE OF COST RECORD AND COST AUDIT

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

COMPLIANCE WITH SECRETARIAL STANDARD

In line with good governance practices, the Company has established appropriate systems and controls to ensure adherence to the Secretarial Standards issued by the Institute of Company Secretaries of India. The effectiveness and adequacy of these systems have been periodically reviewed. The Company has complied with all applicable Secretarial Standards during the financial year.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No corporate insolvency resolution process is initiated against the company under the IBC.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

ANNUAL RETURN

Annual Return i.e. Form MGT-7 can be accessed on the Companys website at: www.silkflexindia.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, segment wise and product wise performance, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company strives to incorporate the appropriate standards for corporate governance. the Company, being listed on the SME Platform on National Stock Exchange of India Limited, is exempt from the applicability of the corporate governance provisions specified under Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. therefore, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report of Directors under relevant heading.

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

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company is committed to creating and maintaining a safe and conducive work environment to its employees without fear of sexual harassment, exploitation and intimidation. Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review,

Number of Complaints filed during FY 2025-26 NIL
Number of Complaints disposed of during FY 2025-26 NIL
Number of Complaints pending for FY 2025-26 NIL

The Anti-Sexual Harassment Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://silkflexindia.in/wp-content/uploads/9.-policv-on-prevention-of-sexual-harrasement-at-workplace-posh.pdf.

MATERNITY BENEFIT ACT, 1961

During the Financial Year 2025-2026, the company is in compliance with the provisions of Maternity Benefit Act, 1961

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26 Link: https://scores.sebi.gov.in.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys shares.

The Insider Trading Policy of the Company covering the Code of practices and procedures for Fair disclosures of unpublished price sensitive information is available on the website at https: //silkflexindia.in/wp-content/uploads/12.- prohibition-of-insider-trading-policy.pdf.

Maintenance of Structured Digital Database (SDD) has been mandatory since April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). The Company has installed SDD Services. Company regularly updates entries in this software and submitted report to stock exchange under Regulation 3(5) & (6) of PIT Regulations.

WEBSITE

As per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has maintained a functional website namely www.silkflexindia.in containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the

designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and Listing Regulations, to the extent the transactions took place on those items during the year.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review. Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavor.

Date: August 14, 2026 Place: Howrah

For and on behalf of the Board of Directors

Tushar Lalit Kumar Sanghavi Urmi Raj Mehta
Chairman and Managing Director Whole Time Director and CFO
DIN: 07476030 DIN: 09008119

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