Silkflex Polymers (India) Ltd Directors Report

To,

The Shareholders,

Your directors have pleasure in presenting the 8^TH (EIGHTH) ANNUAL REPORT together with the Audited Financial Statements and Auditors Report for the Financial Year ended on

31^st March, 2024.

1. FINANCIAL RESULTS

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

(Figures in Lakhs)

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

2. RESULT HIGHLIGHTS

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

3. STATE OF AFFAIRS AS

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

4. ACCOUNTING POLICY

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

5. DIVIDEND

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

6. TRANSFER TORESERVES

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

7. CAPITAL STRUCTURE

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

(Figures in Lakhs)

SHARE CAPITAL	Amount
1. Authorized Share Capital:
1,35,00,000 Equity Shares @ Re. 10/- each:	1,350.00
Total	1,350.00

 

2. Issued/Subscribed and Fully Paid-up Share Capital:
81,25,000 Equity Shares @ Rs. 10/- each fully paid up	812.50
Total	812.50

Increase in Authorized Share Capital

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

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

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

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

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

8. SHARES

a. BUY BACK OF SECURITIES

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

b. SWEAT EQUITY

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

c. BONUS SHARES

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

d. EMPLOYEE STOCK OPTION PLAN

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

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

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

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

10. DIRECTORS & KEY MANAGERIAL PERSONAL

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

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

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

11. DECLARATION B Y INDEPENDENT DIRECTORS

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

12. BOARD EVALUATION

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

13. BOARD MEETINGS

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

The meetings were dated 03.05.2023, 15.06.2023, 15.07.2023, 17.07.2023, 24.07.2023, 28.07.2023, 01.08.2023, 14.08.2023, 22.09.2023, 03.10.2023, 04.10.2023, 10.10.2023, 12.10.2023, 22.12.2023, 26.12.2023, 27.12.2023, 30.12.2023, 05.01.2024, 08.01.2024, 12.01.2024, 15.01.2024, 10.02.2024, 12.02.2024, 20.03.2024 & 28.03.2024 properly convened & held.

14. SECRETARIAL STANDARDS

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

15. CAPITAL/FINANCE

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

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

There are currently three committees of the Board, as follows: a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationship Committee

(a) AUDIT COMMITTEE

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

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

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

Note: ? Mr. Sourabh Sharma, appointed as Company Secretary cum Compliance Officer of the Company with effect from January 8, 2024 had resigned from the same post with effect from June 1, 2024. ? Ms. Nikita Jaiswal, Company Secretary appointed as Company Secretary cum Compliance Officer of the Company with effect from July 5, 2024.

Terms & Scope of Work of Audit Committee

a) Oversight of our Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company; c) Reviewing and monitoring the auditors independence and performance and the effectiveness of audit process; d) Approval of payment to statutory auditors for any other services rendered by the statutory auditors; e) Reviewing the financial statements with respect to its unlisted Subsidiary(ies), in particular investments made by such Subsidiary(ies); f) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: ? Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; ? Changes, if any, in accounting policies and practices and reasons for the same; ? accounting entries involving estimates based on the exercise of judgment by management; ? Significant adjustments made in the financial statements arising out of audit findings; ? Compliance with listing and other legal requirements relating to financial statements; ? Disclosure of any related party transactions; and ? Modified opinion(s) in the draft audit report.

g) Reviewing, the quarterly financial statements with the management before submission to the Board for approval; h) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; i) Approval or any subsequent modification of transactions of our Company with related parties; j) Scrutiny of inter-corporate loans and investments; k) Valuation of undertakings or assets of our Company, wherever it is necessary; l) Evaluation of internal financial controls and risk management systems; m) Monitoring the end use of funds raised through public offers and related matters; n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; p) Discussion with internal auditors of any significant findings and follow up thereon; q) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; r) Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; s) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; t) To establish and review the functioning of the whistle blower mechanism; u) Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or grievances; v) Approval of appointment of the chief financial officer (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; w) Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority; and x) Review of (1) management discussion and analysis of financial condition and results of operations; (2) statement of significant related party transactions (as defined by the audit committee), submitted by management; (3) management letters / letters of internal control weaknesses issued by the statutory auditors; (4) internal audit reports relating to internal control weaknesses; (5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; (6) statement of deviations including (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

(b) NOMINATION & REMUNERATION COMMITTEE

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

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

Terms & Scope of Work of Nomination and Remuneration Committee

The terms of reference, inter alia, includes:

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

2. for every appointment of an independent director, the Nomination and Remuneration

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

a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.

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

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

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

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

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

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

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

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

(c) STAKEHOLDERS RELATIONSHIP COMMITTEE

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

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

Terms & Scope of Work of Stakeholders Relationship Committee

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

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

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

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

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

18. DIRECTORS RESPONSIBILITY STATEMENT

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

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

ii) In preparation of Annual Account, your directors have selected relevant accounting policies and applied them consistently made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year 2023-24 and of the profit of the company for the period.

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

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

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

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

19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

20. CORPORATRE SOCIAL RESPONSIBILITY

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

21. MANAGEMENT DISCUSSION AND ANALYSIS

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

22. APPOINTMENT AND MANAGERIAL REMUNERATION

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

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

23. PARTICULARS OF EMPLOYEES

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

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

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

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

24. STATUTORY AUDITORS

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

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

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

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

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

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

26. COST AUDITORS

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

27. SECRETRIAL AUDIT

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

28. ANNUAL RETURN

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

29. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

30. PARTICULARS OF RELATED PARTY TRANSACTIONS

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

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

Managerial Remuneration Paid during 2023-24: - (Figures in Lakhs)

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

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

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

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

During the period under review:

* Mr. Tushar Lalit Kumar Sanghavi had been redesignated as Chairman and Managing Director of the Company with effect from December 23, 2023. **Mr. Rajendrakumar Mohanlal Shah & Mr. Atanu Bhuniya had been redesignated as Non-Executive Non-Independent Director of the Company with effect from December 23, 2023. ***Mrs. Urmi Raj Mehta had been redesignated as Whole-Time Director and Chief Financial Officer of the Company with effect from December 23, 2023. #Mr. Sugoto Ghosh and Mr. Hardikkumar Dasharathbhai Patel had been appointed as Independent Directors of the Company with effect from December 23, 2023. ##Mr. Sourabh Sharma, Company Secretary appointed as Company Secretary cum Compliance Officer of the Company with effect from January 8, 2024, had resigned from the place of office with effect from June 1, 2024. ###Ms. Nikita Jaiswal, Company Secretary appointed as Company Secretary cum Compliance Officer of the Company with effect from July 5, 2024.

32. RISK MANAGEMENT POLICY

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

33. BUSINESS RESPONSIBILITY REPORT (BRR)

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

34. DIVIDEND DISTRIBUTION POLICY

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

35. DEPO SITS

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

36. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

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

37. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

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

38. VIGIL MECHANISM

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

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

39. DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition

& Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

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

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

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS

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

41. EXTRACT OF ANNUAL RETURN

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

42. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

43. CORPORATE GOVERNANCE

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

44. GENERAL

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

45. ACKNOWLEDGEMENT

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

Date: 24/08/2024

Place: Howrah