Silky Overseas Ltd Directors Report

FOR THE FINANCIAL YEAR 2025-26

To,

The Members,

Silky Overseas Limited

Your directors have pleasure in presenting the Tenth (10^th) Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31^st, 2026.

COMPANY OVERVIEW AND STATE OF COMPANY’S AFFAIRS

Silky Overseas Limited ("the Company”) is engaged in the business to carry on business to manufacture, buy, sell, import, export or to deal in preparation of blankets made up of wool, cotton, synthetic, woolen fabrics, silk, art silk, and other fiber or blends thereof by modern methods utilizing plant powered by electricity, steam, gas or by any other method generally to wash, clean, purify, scour, bleach, dry, iron, color, dye, disinfect.

It is also engaged in the business to carry on all or any of the business of dealers and manufacturers of all kinds of blankets, carpets, durries, mats, rugs, namdas, shawls, tweeds, linen, flannels and all other articles of woolen and worsted materials and of all articles similar to the foregoing or any of them or connected therewith.

FINANCIAL SUMMARY OF THE PERFORMANCE OF THE COMPANY

The financial performance of the Company for the financial year 2025-26 is summarized in the following table:

		(Amount in Lakhs)
Particulars	For the Financial Year ended 31st March, 2026	For the Financial Year ended 31st March, 2025
Revenue from Operation	10,770.84	12382.20
Other Income	16.58	42.97
Total Income	10,787.42	12425.17
Total Expenses	9,851.67	‘ 11032.73
Profit before tax and exceptional items	935.74	1392.44
Less: Exceptional Item		(0.80)
Less: Share of net profit/loss of subsidiaries	-
Profit before Tax (PBT)	935.74	1393.24
Tax Expenses:
Less: Net Current Tax	(250.49)	(368.08)
Less: Deferred Tax	0.00	11.49
Less: Provision Adjustment	(6.78)	1.40
Net Profit/(Loss) after tax	678.47	1038.04
Total Comprehensive Income	678.47	1038.04
Earnings per share (Basic & Diluted)	11.59	23.26

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR

The Key highlights pertaining to the business of the Company for the financial year 2025-26 have been given hereunder: (As per the Audited Financial Statements for 31st March, 2026)

• The Total Revenue from operations of the Company during the financial year 2025-26 was Rs. 10,770.84 Lakhs against the revenue from operations of Rs. 12382.20 Lakhs in the previous financial year 2024-25.

• The Net Profit before tax for the year under review was Rs. 935.74 Lakhs as compare to the profit before tax in the previous year of Rs. 1393.24 Lakhs.

• The Net Profit after tax for the year under review was Rs. 678.47 Lakhs as compare to the profit after tax in the previous year of Rs. 1038.04 Lakhs.

Your Company has complied with all the acts, rules, regulations and guidelines issued/prescribed by the Securities Exchange Board of India, Ministry of Corporate Affairs and other statutory authorities.

TRANSFER TO RESERVES

During the financial year under review the Company has no amount has been transferred to Reserve & Surplus out of the profits of the Company for the financial year 2025-26.

INSURANCE

The properties/assets of the Company are adequately insured.

DIVIDEND

With a view to conserve the resources for future business operations of the Company and to develop and diversify the existing business, your directors have not recommended any Dividend for the Financial Year 2025-26.

Your Company has transferred the entire profit available for appropriation for the current Financial Year to the General Reserve.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there is no unclaimed/unpaid dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

SHARE CAPITAL

The authorized Share Capital of the Company is Rs.15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each. During the year, the Company has not made any changes in its Authorized Share Capital.

The Paid-up Share Capital of the Company as on 31st March, 2026 stood at Rs.6,36,76,000/- as against Rs.4,46,20,000/- as on 31st March, 2025. The increase in the Paid-up Share Capital during the year was on account of the allotment of Equity Shares pursuant to the Initial Public Offering of the Company.

During the financial year 2025-2 6, the Company continued its journey as a listed SME entity following the successful completion of its Initial Public Offering (“IPO”) and listing of its equity shares on the NSE Emerge Platform on 07th July 2025.

The successful IPO marked a significant milestone for the Company, strengthening its financial position and providing enhanced access to capital markets to support its future growth and expansion plans. The listing has also enhanced the Companys visibility among investors and other stakeholders and further strengthened its commitment towards transparency, corporate governance and regulatory compliance.

The Company remains focused on effectively utilizing the funds raised through the IPO towards its stated objectives, while continuing to strengthen its operations, expand its business capabilities and create sustainable long-term value for its shareholders and other stakeholders.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not made any investment, nor given any loan/ guarantee, provided security during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

During the financial year 2025-26, the Company achieved a significant milestone with the successful listing of its equity shares on the NSE Emerge Platform on 07th July 2025, pursuant to the successful completion of its SME Initial Public Offering. The listing has enhanced the Companys visibility in the financial markets, strengthened its corporate governance and compliance framework, and provided improved access to capital for its future growth and expansion plans.

Except for the aforesaid development, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of transactions entered into with the related parties referred in Section 188(1) and applicable rules of the Act have been given in Annexure - I to this report in Form AOC-2. The Company has in place a Policy on Materiality of Related Party Transactions which is available on the Companys website - https://www.riandecor.com

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.

ANNUAL RETURN

Pursuant to Section 134(3)(a), the Annual Return of the Company prepared as per Section 92(3) of the Companies Act, 2013, for the financial year ended March 31^st, 2026, is hosted on the website of the company and can be accessed at www.silkyoverseas.com/ pages/investors.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in preparation of the Financial Statements for the Financial Year ended on March 31, 202 6 and state:

a. That in the preparation of Annual Accounts for the Financial Year ended as at March 31, 2026, the applicable Indian Accounting Standards have been followed along with the proper explanation relating to the material departures;

b. That the Directors have selected such Accounting Policies and applied them consistently and 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

Financial Year ended as at March 31, 2026 and of the profit and loss of the Company for the Financial Year ended on March 31, 2026;

c. That the Directors have 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 or other irregularities;

d. That the Directors have prepared the annual accounts on a going concern basis;

e. That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance are not applicable to the company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGN EXCHANGE EARNINGS AND OUTGO

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a) Steps taken or impact on conservation of energy - The Company continues to place emphasis on energy conservation as a means of achieving cost reduction and sustainability. The Company has installed and utilized solar panels at its textile plant, thereby reducing dependency on conventional sources of electricity. This initiative has resulted in a measurable reduction in power costs as well as lowering the Companys carbon footprint.

b) Steps taken by the Company for utilizing alternate sources of energy - The Company has installed and utilized solar panels

B. Technology Absorption

a) The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

C. The particulars of foreign Exchange and Outgo For the year under review are: -

		Amount in Lakh
PARTICULARS	YEAR ENDING 31st MARCH, 2026	YEAR ENDING 31st MARCH, 2025
FOREIGN EXCHANGE EARNING	3.62	8.74
FOREIGN OUTGO	NIL	NIL

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, none of the Directors of the Company were in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The necessary disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure - II to this Report.

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 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.

CASH FLOW STATEMENTS

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended.

DECLARATION BY DIRECTOR(S)

The Board has received declarations from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013, confirming that none of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 (“Act”) or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF MEETING OF THE BOARD OF DIRECTORS & GENERAL MEETINGS BOARD OF DIRECTORS MEETINGS

During the financial year 2025-26, Twelve meetings of the Board of Directors were held as follows:

No. of Board Meeting	Date of Board Meeting
01st Board Meeting	23rd June 2025
02nd Board Meeting	27th June 2025
03rd Board Meeting	03rd July 2025
04th Board Meeting	04th August 2025
05th Board Meeting	14th August 2025
06th Board Meeting	07th September 2025
07th Board Meeting	14th November 2025
08th Board Meeting	30th December 2025
09th Board Meeting	15th lanuary 2026
10th Board Meeting	714th February 2026
11th Board Meeting	13th March 2026
12th Board Meeting	23rd March 2026

The composition of the Board of Directors, their attendance at Board Meetings and the last Annual General Meeting are as under:

NAME OF DIRECTORS	CATEGORY	NUMBER OF MEETING WHICH DIRECTOR WAS ENTITLED TO ATTEND	MEETING ATTENDED	ATTENDANCE AT LAST AGM
Sawar Mal Goyal	Managing Director	12	12	Yes
Ananya Goyal	. Whole-Time Director	12	12	Yes
Manoj Dalmia	Professional Director	12	12	Yes
Jay Kumar Shaw	Independent Director	11	11	Yes
Shweta Bansal	Independent Women	11	11	Yes
Kailash	Independent Director	1	1	No
Ayush Garg	Independent Director	1	1	No

NUMBER OF GENERAL MEETING

S.no	Date of Meeting	Type of Meeting	Members Entitled to attend the Meeting	Members attended the Meeting	% of ShareHolding attending the meeting
1.	30th September 2025	Annual General Meeting	480	6	1.25%

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Composition of Board of Directors

The members of the Companys Board of Directors are distinguished individuals with a strong track record of competence and integrity. In addition to their extensive experience, they possess robust financial expertise, strategic insight, and exemplary leadership abilities. They demonstrate a high level of dedication to the Company, committing sufficient time to both meeting preparations and active participation in meetings.

As on March 31, 2026, your Board is comprised of Five (5) Directors. During the financial year under review, the structure of the Board as on March 31, 2026 is as below:

S.No Name of Directors	Designation	DIN/PAN	STATUS
1. Sawar Mal Goyal	Managing Director	01896767	Promoter
2. Ananya Goyal	Whole-time director	07492850	Promoter
3. Manoj Dalmia	Professional Director	10549692	Non-Promoter
4. Kailash	Additional Independent Director	10090452	Non-Promoter
5. Ayush Garg	Additional Independent Director	07611200	Non-Promoter

Following changes took place during the reporting year on the Board of Directors: -

1. Mr. Jay Kumar Shaw (DIN: 09627535) had resigned from the Position of Independent Director of the Company w.e.f. 13^th March, 2026.

2. Ms. Shweta Bansal (DIN: 08396474) had resigned from the Position of Independent Director of the Company w.e.f. 13^th March, 2026.

3. Mr. Ayush Garg (DIN: 07611200) was appointed as the Additional Independent Director on the Board of the Company w.e.f. 30^th June, 2026.

4. Mr. Kailash (DIN: 10090452) was appointed as an Additional Independent Director of the Company w.e.f. 30^th June, 2026.

Key Managerial Personnel

As on March 31, 2026, the Company comprised of the following Key Managerial Personnel.

SR. No. Name of the Key Managerial Personnel	Designation
1. Mr. Ananya Goyal	Chief Financial Officer
2. Mr. Harshit Gupta	Company Secretary

However, before the closure of the year under review, Mr. Rewail kadiyan had resigned from the office of the Company Secretary of the Company w.e.f. 12.01.2026 and Mr. Harshit Gupta was appointed as the Company Secretary of the Company w.e.f. 15.01.2026.

ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE, OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company has established a framework for performance evaluation in line with applicable regulatory provisions and in compliance with the Act and the performance evaluation of the Board and its Committees were carried out during the year under review.

The evaluation was made in the overall context of the effectiveness of the Board and the respective Committees in providing guidance to the operating management of the Company, level of attendance in the Board/Committee meetings, constructive participation in the discussion on the agenda items, effective discharge of the functions and roles of the Board/ Committees. A detailed discussion followed on the basis of the aforesaid criteria and the Board collectively agreed that the Board and all its committees fulfilled the above criteria and positively contributed in the decision-making process at the Board/ Committee level.

The Board has evaluated the performance of all the individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company.

The Nomination and Remuneration Committee has reviewed the performance of all the individual directors (Independent Directors, Non-Independent Directors and the Chairperson of the Company) based on their knowledge, level of preparation and effective participation in meetings, understanding of their role as Directors, etc.

The Independent Directors of the Company have also reviewed the performance of the Non- Independent Directors and the Board as whole. Structured questionnaires were evolved and used by the reviewers to assess Board effectiveness and for evaluation of Non-Independent Directors, Independent Directors and the Committees. The Board would use the results of the evaluation process to improve its effectiveness in the best interest of the Company.

VIGIL MECHANISM:

As per Section 177(9) and (10) of the Act, the Company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the Chairperson of the Audit Committee.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 12^th March, 2026 to review, among other things, the performance of nonindependent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

COMMITTEE OF THE BOARD

The companys Board has the following committees:

> Audit Committee

> Nomination and Remuneration committees

> Stakeholders Relationship committees

> Corporate Social Responsibility

The Board, in its meeting held on 13th March, 2026, Reconstituted the Audit Committee. During the financial year 2025-2026, Six (6) meetings of the Audit Committee were held on 23^rd June, 2025, 04^th August, 2025, 14^th November, 2025, 30^th December, 2025, 15^th January, 2026 and 14^th February, 2026. Mr. Jay Kumar Shaw and Ms. Shweta Bansal resigned from their respective positions on 13th March, 2026. Both Mr. Jay Kumar Shaw and Ms. Shweta Bansal duly attended and participated in all the meetings of the Audit Committee prior to cessation of their respective positions.

The table below sets out the composition and attendance of the Committee members. The requisite quorum was present at all meetings.

S.NO NAME OF THE MEMBERS	DESIGNATION	MEETING ATTENDED
1. Ayush Garg	Chairman	N/A
2. Kailash	Member	N/A
3. Sawar Mal Goyal	Member	06
4. Jay Kumar Shaw	Chairman	06
5. Shweta Bansal	Member	06

The Company Secretary served as the Secretary to the Committee.

All recommendations made by the Audit Committee were accepted by the Board of Directors.

The terms of reference of the Audit Committee include, but are not limited to, the following:

(i) Recommending the appointment, remuneration, and terms of appointment of the companys auditors;

(ii) Reviewing and monitoring the auditors independence, performance, and the effectiveness of the audit process;

(iii) Examining the financial statements and the auditors report thereon;

(iv) Approving or subsequently modifying transactions of the company with related parties;

(v) Scrutinising inter-corporate loans and investments;

(vi) Valuing the companys undertakings or assets, wherever necessary;

(vii) Evaluating internal financial controls and risk management systems;

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

(b) NOMINATION AND RUMERNATION COMMITTEE

The Board, in its meeting held on 13th March, 2026, reconstituted the Nomination and Remuneration Committee. During the financial year 2025-2026, four (4) meetings of the Nomination and Remuneration Committee were held on 04^th August, 2025, 14^th August, 2025, 15^th January, 2026 and 13^th March, 2026. Mr. Jay Kumar Shaw and Ms. Shweta Bansal resigned from their respective positions on 13^th March, 2026. Both Mr. Jay Kumar Shaw and Ms. Shweta Bansal attended and participated in all the meetings of the Committee held prior to their resignation and also attended the meeting held on 13 th March, 2026, prior to their cessation as members of the Committee.

S.NO NAME OF THE MEMBERS	DESIGNATION	MEETING ATTENDED
1. Ayush Garg	Chairman	N/A
2. Kailash	Member	N/A
3. Manoj Dalmia	Member	04
4. Jay Kumar Shaw	Chairman	04
5. Shweta Bansal	Member	04

The Company Secretary has acted as the Secretary to the Committee.

The broad terms of reference of the NRC, as approved by the Board, are in compliance with Section 178 of the Companies Act, 2013 which are as follows:

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) (Remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.”

(d) To discharge such other duties and responsibilities as assigned to the Committee from time to time by the Board of Directors or as may be required under applicable laws or regulations.

Role of Nomination and Remuneration Committee:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Committee shall ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully and relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

4. The Committee shall ensure that the remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time and make reports to the Board as appropriate.

6. Such other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

Remuneration Policy:

1. The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by the Board in Board Meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

2. The Non-Executive Directors are paid remuneration by way of Sitting Fees. The Non-Executive Directors are paid sitting fees for each meeting of the Board of Directors attended by them.

The Board, in its meeting held on 13th March, 2026, constituted/reconstituted the Stakeholder Relationship Committee. During the financial year 2025-2026, the Committee held its meetings on 15^th January, 2026. Ms. Shweta Bansal resigned from her respective positions on 13th March, 2026. Ms. Shweta Bansal duly attended and participated in all the meetings of the Committee prior to cessation of the respective positions.

The SRC comprises of:

S.NO NAME OF THE MEMBERS	DESIGNATION	MEETING ATTENDED
1. Ayush Garg	Chairman	N/A
2. Manoj Dalmia	Member	01
3. Sawar Mal Goyal	Member	01
4. Shweta Bansal	Chairman	01

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

This Committee addresses all grievances of Shareholders/Investors, and its terms of reference include the following:

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

b) Reviewing measures taken for the effective exercise of voting rights by shareholders;

c) Reviewing adherence to the service standards adopted by the Company in respect of various services rendered by the registrar and share transfer agent;

d) Reviewing measures and initiatives taken by the Company to reduce the quantum of unclaimed dividends and ensure timely receipt of dividend warrants/annual reports/statutory notices by shareholders;

e) Formulating procedures in line with statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

f) Approving, registering, or refusing to register the transfer or transmission of shares and other securities.

g) Sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;

h) Allotment and listing of shares;

i) Authorize affixation of common seal of the Company;

j) Issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;

k) Approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;

l) Dematerialize or rematerialize the issued shares;

m) Ensure proper and timely attendance and redressal of investor queries and grievances;

n) Carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing agreements (if applicable), as and when amended from time to time; and

o) Further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).

(d) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board, in its meeting held on 13th March, 2026, reconstituted the Corporate Social Responsibility Committee. During the financial year 2025-2026, the Committee held its meetings on 13^th March, 2026. Mr. Jay Kumar Shaw resigned from his respective positions on 13 th March, 2026. Mr. Jay Kumar Shaw duly attended and participated in all the meetings of the Committee prior to cessation of the respective positions.

The CSR Committee comprises of:

S.NO NAME OF THE MEMBERS	DESIGNATION	MEETING ATTENDED
1. Ayush Garg	Chairman	N/A
2. Sawar Mal Goyal	Member	01
3. Ananya Goyal	Member	01
4. Jay Kumar Shaw	Chairman	01

The CSR Committee shall -

a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company in areas or subject, specified in Schedule VII of the Companies Act, 2013;

b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

c) monitor the Corporate Social Responsibility Policy of the company from time to time.

d) To measure the impact of the work done, a social satisfaction survey / audit is carried out by an external agency.

e) the Company Secretary of the Company acts as the Secretary to the Committee.

DETAILS OF FRAUD REPORT BY AUDITOR:

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

AUDITORS

a) STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Manish Pandey & Associates, Chartered Accountants (Firm Regn. No.: 019807C), were re-appointed as the Statutory Auditors of the Company in the Annual General Meeting (“AGM”) held on 30^th September, 2024.

The report submitted by the Statutory Auditors on the Financial Statements of the Company forms part of this Annual Report. There have been no qualifications, reservations or adverse remarks or disclaimer given by the Statutory Auditors in their report.

b) SECRETARIAL AUDITOR:

Pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on 04^th August 2025 have approved & recommended for approval of Members, appointment of M/s Surbhi Bansal & Associates, Practicing Company Secretaries as Secretarial Auditor for a term of upto 5 (Five) consecutive years, to hold office from April 1, 2025 upto March 31, 2030.

c) INTERNAL AUDITOR

Pursuant to the provisions of applicable provisions of the SEBI Listing Regulations read with Section 138 of the Companies Act 2013, the Audit Committee and the Board of Directors at their respective meetings held on 26^th May, 2026 have recommended and approved, appointment of M/s VKG & Associates., Company Secretaries (FRN S2024HR979800) as Internal Auditors.

1. STATUTORY AUDITORS REPORT

The Auditors Report for the FY 2025-26 as well financial statements of the Company is attached to this Annual Report. The notes on Financial Statements referred to in the Annual Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

2. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204(1) of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Surbhi Bansal & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30, for conducting the Secretarial Audit of the Company and had furnished her report to the Board.

The Secretarial Audit Report as per Form MR-3 forms part of this Report as ANNEXURE-VI. There were no qualifications or observations or other remarks made by the Secretarial Auditor on the audit conducted by her in her Report for the year under review.

MAINTENANCE OF COST RECORDS:

The Central Government has not specified maintenance of cost records, for any of the products of the Company, under Section 148(1) of the Act.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with nature and size of the business activity and with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Companys business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has satisfactory Internal Control Systems, which are continuously evaluated by professional statutory auditors of repute. The Company continues to improve the present Internal Control Systems by implementation of appropriate policy and processed.

RISK MANAGEMENT POLICY

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Companys capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a companys operating environment and they emerge on a regular basis. The Companys Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed.

The Process of Risk Management include following steps:

1. Risk Identification and Impact Assessment

2. Risk Evaluation

3. Risk Reporting and Disclosures

4. Risk Mitigating and Monitoring

DETAILS OF SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

The company does not have any Subsidiary, Associate and Joint Venture as on 31st March, 2026.

COMPLIANCE WITH SECRETARIAL STANDARD

During the period under review, the Company has complied with the Secretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India.

POLICY ON CORPORATE SOCIAL RESPONSIBILITY

The Company allocated the required CSR budget of Rs. 15,27,252.86 for FY 2025-26 as per Section 135 of the Companies Act, 2013. During the financial year under review, the Company has made a payment amounting to INR 15,29,000 on 13^th March, 2026 in favour of JMV CHILD CARE FOUNDATION.

This contribution has been made in furtherance of the Companys commitment towards Children Welfare and Women Empowerment. The same has been duly accounted for in the books of the Company and is in compliance with the applicable provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, to the extent applicable. Further As required under Companies Act, 2013 separate disclosure for the same is enclosed as Annexure- III

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

Subsequent to the end of the financial year, the Regional Director, vide order dated 16th April 2026, accorded its approval for shifting of the Registered Office of the Company from the National Capital Territory of Delhi to the State of Haryana, in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. The aforesaid order is administrative in nature and does not have any material adverse effect on the going concern status, financial position or future operations of the Company.

Initial Public Offering:

During the financial year under review, the Company successfully completed its Initial Public Offering (“IPO”) and, pursuant to the requisite approvals, its Equity Shares were listed on the NSE Emerge Platform, being the SME Platform of the National Stock Exchange of India Limited, with effect from 07th July, 2025. The successful completion of the IPO and listing of the Equity Shares marked a significant milestone in the growth journey of the Company and strengthened its access to the capital markets.

Except for the aforesaid matters, there were no significant and material orders passed by any Regulators, Courts or Tribunals during or subsequent to the financial year under review which may adversely affect the going concern status or future operations of the Company.

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

The Company is committed to providing a healthy environment to all employees and thus does not tolerate any sexual harassment at the workplace. The Company has complied with the 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 Sexual Harassment Complaints Received: NIL Number of Complaints Disposed of: NIL Number of Cases Pending for more than 90 days: NIL

COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended, and pursuant to the disclosures required under Section 134 of the Companies Act, 2013, the Company affirms its commitment to ensuring a safe, equitable, and supportive work environment for all women employees.

The Company has implemented all necessary measures to comply with the provisions of the Maternity Benefit (Amendment) Act, 2017.

THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under the review, there were no applications made or proceedings pending in the name of the company under the insolvency and bankruptcy code, 2016.

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

During the year under the review, there has been no one-time settlement of loans taken from banks and financial institutions.

ACKNOWLEDGMENT

The Board of Directors wishes to express its gratitude and record their sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates.

The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For SILKY OVERSEAS LIMITED

SD/-

SAWAR MAL GOYAL

MANAGING DIRECTOR

DIN:01896767

R/O: HOUSE NO. 44, ENGINEERS ENCLAVE,

PITAMPURA, SARASWATI VIHAR, DELHI - 110034

Date: 13.08.2026

Place: Haryana