Subhash Silk Mills Ltd Directors Report

Dear Members,

The Board of Directors hereby submits 55^th Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS OF PERFORMANCE:

The financial performance of the Company is summarized as under:

		Amounts (Rs. in Hundreds)
Particulars	2024-2025	2023-2024
Income from Operations	2,840.02	0.00
Add : Other Income	2,41,858.83	2,87,775.69
Total Income	2,44,698.85	2,87,775.69
Less: Expenses	2,47,155.28	2,13,276.88
Profit before Taxes	(2,456.42)	74,498.81
Less : Current Taxation	19,591.00	27,260.00
Less: Deferred Tax	(111.99)	1,156.38
Less: Prior year tax adjustments	120.40	(156.84)
Total Tax Expenses	19,599.41	28,259.54
Net Profit/Loss after Taxes	(22,055.83)	46,239.26

2. AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has not transferred any amount to its reserves, apart from transfer of losses incurred during the financial year under review.

3. PERFORMANCE REVIEW (Amount in Hundreds):

In FY 2024-25, the Company experienced a period of business slowdown compared to the previous year, reflecting broader market trends with transitional phase for the Company.

Total Income stood at 2,44,698.85, demonstrating the Companys continued ability to maintain significant revenue streams in a dynamic environment.

Income from Operations registered at 2,840.02, marking a positive step as the Company generated operating income this year, where there was none in the preceding year. Total Expenses increased to 2,47,155.28, in line with the strategic investments made to position the Company for future growth and resilience.

These factors contributed to a Loss Before Tax of 2,456.42 in FY 2024-25, following a strong profit in the previous year.

Despite higher tax expenses, the Company remains well-positioned to capitalize on expected opportunities, recording a Net Loss After Taxes of 22,055.83 for FY 2024-25, after achieving a net profit in FY 2023-24. Management continues to focus on operational efficiencies and strategic initiatives to set the stage for renewed growth and long-term value creation in the upcoming years.

4. DIVIDEND:

In order to reserve funds for its operational activities, your Directors do not recommend any dividend for the Financial Year ended March 31, 2025.

5. CHANGES IN THE NATURE OF BUSINESS:

There were no changes in nature of business during Financial Year ended March 31, 2025.

6. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significance or material orders passed by regulators or courts or tribunals impacting the going concern status and companys operations in future. There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2025 and the date of this Report of the Directors.

7. SUBSIDIARIES, JOINT VENTURE / ASSOCIATES COMPANIES DURING THE YEAR:

The Company has no subsidiaries, joint ventures or associate companies for the financial year ended March 31, 2025.

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying in unpaid or unclaimed account for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

9. DISCLOSURE OF VARIOUS POLICIES:

The Board has approved various policies in their meeting to enable the Committees to work effectively and in accordance with the provisions as stipulated in the Policies. Various policies as approved by Board of Directors are posted on Companys website www.subhashsilkmills.com. The Company has formulated risk management policy and it regularly assesses the risk involved in its business.

10. REMUNERATION PAID AND POLICY THEREOF:

The Details of Remuneration, Sitting Fees & No. of Shares held by each Directors and KMPs are given below:

Sr. No. Name of the Directors	Remuneration (in Rs.)	Sitting fees (in Rs.)	No. of Shares held
1 Mr. Dhiraj Mehra	1,50,000/- p.m.	NIL	2,80,500
2 Mr. Sumeet S. Mehra	50,000/- p.m.	NIL	2,35,900
3 Mrs. Nameeta S. Mehra	NIL	NIL	4,77,000
4 Ms. Paridhi Somani	20,000/- p.m.	NIL	NIL
5 Ms. Priyanka Mankame	15,000/- p.m.	NIL	NIL
6 Ms. Kavisha Dinesh Shah	NIL	25,000	NIL
7 Mr. Jay Narayan Nayak	NIL	25,000	NIL

The Board has, on recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. This Policy is posted on the companys website www.subhashsilkmills.com

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has formulated Whistle Blower Policy for vigil mechanism in order to enabled the Directors and employees of the Company to report to the management about the unethical behavior, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee. This Policy is posted on companys website www.subhashsilkmills.com.

12. DISCLOSURES:

i. There were no transactions of material nature undertaken by your Company with its promoters, Directors or the management, their subsidiaries or relatives that may have a potential conflict with the interest of the Company. ii. The Company has fulfilled all the statutory compliances and there was no penalty imposed on the Company by SEBI or any Statutory Authority. iii. Your Company has followed Whistle Blower Mechanism by adopting and adhering to Whistle Blower Policy and affirms that no personnel have been denied access to the Audit Committee.

13. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules,

2014 during the year under review. Further, the unsecured loans from Directors which are exempt as per Rule 2(1)(c) of the Companies (Acceptance of Deposit) Rules, 2014, continued in the books of Accounts of the Company. In respect of such exempted deposits, the Company has duly filed necessary e-form with Ministry of Corporate Affairs.

14. CORPORATE GOVERNANCE NON-APPLICABILITY:

Pursuant to exemption available as per Regulation 15 of the SEBI (LODR) Regulations 2015, the reporting as per Para C, D & E of Schedule V of said Regulations are not applicable to our Company. The Company has already filed necessary disclosure on BSE portal stating non-applicability of various provisions of SEBI (LODR) Regulations 2015.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulations 34 of the SEBI (LODR) Regulations, 2015, the detailed review on the operations and performance of the Company and its business is given in the Management Discussion and Analysis, is set out in this Annual Report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by Company are given under the Note 4 of the Notes to Accounts to financial statements for the financial year ending March 31, 2025.

17. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are probably authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

18. DIRECTORS AND CHANGES THEREOF:

Following changes took place in the composition of Directors of Company during Financial Year ended March 31, 2025 and upto the date of signing of this report: a. Re-appointment of Mr. Dhiraj Subhash Mehra (DIN 01409010) as Director who was liable to retire by rotation, by the Company at the Annual General Meeting held on September 27, 2024 as per Section 152(6) of the Companies Act 2013. b. The tenure of Mr. Anant Singhania (DIN 00019992) and Mr. Lav Kumar Vadehra (DIN 01936360) as Independent Directors of the Company concluded upon the completion of their second term at the 54^th Annual General Meeting. c. Mr. Jay Narayan Nayak (DIN: 05174213) was appointed as an Additional, Non-Executive, Independent Director on the Board during the year under review; later, he subsequently resigned from the position with effect from 2^nd May 2025. d. Ms. Kavisha Dinesh Shah (DIN: 09124459) was appointed as an Additional, Non-Executive, Independent Woman Director on the Board during the year under review. e. Mr. Vikramsingh Rajpurohit (DIN 11219162) was appointed as an Additional, Non-Executive, Independent Director on the Board post the end of the financial year under review, with effect from 1^st August 2025.

19. DETAILS OF KEY MANAGERIAL PERSONNEL:

During Financial Year under review, following person holds position of Key Managerial Personnel in the Company in compliance with provisions of Section 203 of the Companies Act, 2013:

1. Mr. Dhiraj Mehra	- Managing Director
2. Mrs. Priyanka Mankame	- Chief Financial Officer
3. Ms. Paridhi Somani	- Company Secretary

20. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have confirmed that they have included their names in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA).

In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act and Listing Regulations and are independent of the management.

Independent Directors Profile:

Mr. Jay Narayan Nayak, aged 39 years, holds a Bachelors degree in Commerce degree, Bachelors degree in Law from the University of Mumbai and is a member of the Institute of Company Secretaries of India. He is a Practicing Company Secretary having an experience of around 10 years and having expertise in the field of Corporate Laws, Taxation & Intellectual Property Laws. Mr. Nayak is also an Independent Director on the Board of Directors of 3 other listed entities. Ms. Kavisha Dinesh Shah, aged 35 years holds a Bachelors degree in Commerce (Accountancy & Finance) and obtained her Bachelors in Law (L.L.B) from Government Law College, Mumbai in 2013. Additionally, she has a Post Graduate Diploma in Intellectual Property Rights from the same institution. Ms. Shah embarked on her legal career at India Law Alliance, where she has accumulated over 10 years of experience in litigation, arbitration, real estate, corporate law, and intellectual property rights litigation and advisory services. Her expertise extends to handling complex cases in diverse industries and jurisdictions. She has a broad range of practice areas, including commercial contracts, information and data management, bankruptcy, shareholder oppression and mismanagement, real estate litigation and documentation, as well as media contracts. Her extensive knowledge allows her to effectively handle intricate matters in both corporate and civil law.

The Company has also appointed Mr. Vikramsingh Rajpurohit (DIN 11219162)as Additional Non-Executive Independent Director on the Board of the Company as on August 01, 2025, who is also recommended for appointment as Director under Section 152, 161 of the Companies Act 2013 and Rules made thereunder at the ensuing 55^th Annual General Meeting and their brief profile is mentioned under Annexure to item 4 of the Notice of ensuing 55^th Annual General Meeting.

21. BOARD EVALUATION & SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

22. BOARD MEETINGS & ATTENDANCE THEREOF:

During the Financial Year under review, the Board of Directors met four (4) times on 30^th May, 2024, 14^th August 2024, 14^th November 2024 and 14^th February 2025. The Board meets at least once in a quarter to review quarterly, half yearly and annual financial results along with operations of Company and other matters.

The intervening gaps between the meetings were within the period of 120 days as prescribed under the provisions of Companies Act 2013 and SEBI (LODR) Regulations, 2015. The details of meetings attended by Directors along with their Directorship and membership in other Companies for FY 2024-25 is given below:

Name of Directors	Categories	Attendance of meetings during the year			No. of Other Directorship s (including Private Limited Companies)	No. of Membership(s) /Chairmanship( s) of Board Committees in other Companies
		No. of Board Meeting held	Board Meetin g attend ed	Whether attended last AGM held on 27-09-2024
Mr. Sumeet Mehra	Executive Chairman	4	4	Yes	7	0
Mr. Dhiraj Mehra	Managing Director	4	4	Yes	4	0
Mrs. Nameeta Mehra	Non-Executive Woman Director	4	4	Yes	4	0
Mr. Lavkumar Vadehra1	Independent Non- Executive Director	4	2	Yes	4	0
Mr. Anant Singhania 2	Independent Non- Executive Director	4	2	Yes	1	0
Ms. Kavisha Dinesh Shah3	Independent Non- Executive Director	4	2	Yes	0	0
Mr. Jay Narayan Nayak 4	Independent Non- Executive Director	4	2	Yes	4	2

23. COMMITTEES OF THE BOARD:

a. Audit Committee:

The Audit Committee consisted of 3 (three) members. During the financial year under review, the members of Audit Committee met four (4) times on 22^nd May, 2024, 13^th August 2024, 7^th November 2024 and 30^th January 2025.

i. Brief Description of Terms of reference:

The terms of reference stipulated by the Board to Audit Committee are as follows:

a. Review of Companys financial reporting process and the disclosure to ensure that the financial statement is correct, sufficient and credible.

b. Recommending Appointment/Removal of External Auditors, Fixation of audit fees and payment for other services.

c. Reviewing, with the management, Annual Financial statements and Auditors Report before submission to the Board with focus on the matters required to be included in Directors Responsibility Statement to be included in Boards report, changes in accounting policies and practices, major accounting entries, disclosure of any related party transactions, qualifications in draft audit report, significant adjustments arising out of audit Accounting standards.

d. Statutory compliance and legal requirements.

e. Any related party transactions of material nature with promoters, managements, subsidiaries or relatives etc. that may have potential conflict with interest of the Company at large.

f. Reviewing and monitoring the auditors independence, their performance and effectiveness of audit process.

g. Scrutinizing inter-corporate loans and investments.

h. Evaluating internal financial controls and risk management systems.

i. Reviewing with the management, external and internal auditors, the adequacy of internal control systems and internal audit function.

j. Discussion with internal Auditors, any significant findings and follow-up thereon. Reviewing any suspected fraud, irregularity or failure of internal control system of material nature and reporting the matter to Board.

k. Discussion with external Auditor in respect of pre and post audit matters to ascertain any area of concern.

l. Reviewing the functioning of Whistle Blower Mechanism.

ii. Composition of members of Audit Committee upto 13^th August 2024:

Sr. No. Name of Member	Designation	Category
1 Mr. Lav Kumar Vadehra	Chairman	Independent Director
2 Mr. Anant Singhania	Member	Independent Director
3 Mr. Dhiraj Mehra	Member	Executive Director (MD)

iii. Composition of members of Audit Committee after reconstitution w.e.f 14th August 2024 to 31st March 2025:

Sr. No. Name of Member	Designation	Category
1 Mr. Jay Narayan Nayak	Chairman	Independent Director
2 Ms. Kavisha Dinesh Shah	Member	Independent Director
3 Mr. Dhiraj Mehra	Member	Executive Director (MD)

iv. Meetings and Attendance during the year:

d ALIGN=RIGHT>NA

Name of Members	Dates of Audit Committee Meetings held and Members attendance
	22nd May, 2024	13th August 2024	7th November 2024	30th January 2025
Mr. Lav Kumar Vadehra	P	P	NA	NA
Mr. Anant Singhania	P	P	NA	NA
Mr. Dhiraj Mehra	P	P	P	P
Mr. Jay Narayan Nayak	NA	P	P
Ms. Kavisha Dinesh	NA	NA	P	P
Shah

P = Present A = Absent NA = Not Applicable

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consisted of 3 (three) members. During the Financial Year, the members of Nomination and Remuneration Committee met one (1) time on 13^th August 2024.

i. Brief Description of Terms of reference:

1. The Company has a Remuneration Committee, which determines and recommends the remuneration payable to the Managing Director, Directors and Key Managerial Personnel and other employees on the basis of their performances as well as Companys performance, subject to the consents as may be required. The remuneration to the Executive Directors consists of a fixed salary and other perquisites, wherever applicable. The perquisites are considered as a part of remuneration.

2. Formulating criteria for evaluation of Independent Directors and the Board. The Non-Executive Directors are not paid any remuneration except sitting fees for attending the Board Meetings or Committee Meetings.

ii. Composition of Nomination and Remuneration Committee upto 13^th August 2024:

Sr. No. Name of Member	Designation	Category
1 Mr. Anant Singhania	Chairman	Independent Director
2 Mr. Lav Kumar Vadehra	Member	Independent Director
3 Ms. Nameeta Mehra	Member	Non-Executive Director

Composition of Nomination and Remuneration Committee after reconstitution w.e.f 14^th August 2024 to 31^st March 2025:

Sr. No. Name of Member	Designation	Category
1 Mr. Jay Narayan Nayak	Chairman	Independent Director
2 Ms. Kavisha Dinesh Shah	Member	Independent Director
3 Ms. Nameeta Mehra	Member	Non-Executive Director

i. Meetings and Attendance during the year:

Name of Members	Dates of Nomination & Remuneration Committee
	Meetings held and Members attendance
	13th August 2024
Mr. Anant Singhania	P
Mr. Lav Kumar Vadehra	P
Ms. Nameeta Mehra	P
Mr. Jay Narayan Nayak	NA
Ms. Kavisha Dinesh Shah	NA
P = Present A = Absent	NA = Not Applicable

c. Stakeholder Relationship Committee:

The Stakeholder Relationship Committee consisted of 2 (two) members. During the Financial Year, the members of Stakeholder Relationship Committee met four (4) times on 22^nd May 2024, 13^th August 2024, 07^th November 2024 and 30^th January 2025. i) Brief Description of Terms of reference:

The Company has constituted a Stakeholders Relationship Committee of the Directors to consider and redress the grievances of security holders of the Company such as non-receipt of refund orders, shares sent for registration of transfer, non-receipt of notices and audited annual report, dividend etc.

ii) Composition of Stakeholders Relationship Committee upto 13^th August 2024:

Sr. No. Name of the Member	Designation	Category
1 Mr. Anant Singhania	Chairman	Independent Director
2 Mr. Lav Kumar Vadehra	Member	Independent Director

Composition of Stakeholders Relationship Committee after reconstitution w.e.f 14^th August 2024 to 31^st March 2025:

Sr. No. Name of the Member	Designation	Category
1 Mr. Jay Narayan Nayak	Chairman	Independent Director
2 Ms. Kavisha Dinesh Shah	Member	Independent Director

i) Meetings and Attendance during the year:

Name of Members	Dates of Stakeholders Relationship Committee Meetings held & Members attendance
	22nd May 2024	13th August 2024	7th November 2024	30th January 2025
Mr. Anant Singhania	P	P	P	P
Mr. Lav Kumar Vadehra	P	P	P	P
Mr. Jay Narayan Nayak	NA	NA	P	P
Ms. Kavisha Dinesh Shah	NA	NA	P	P
P = Present A = Absent NA = Not Applicable

Terms of Reference for Committee:

The Committee oversees the performance of the Registrar and Share Transfer Agents and recommends measures to improve investor services. The Company has authorized Directors severally to approve the Share Transfers. In pursuance of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations (duly amended), the Board has approved the Committee to implement and monitor the various requirements as set out in the Code. The Board had designated Mrs. Pardhi Somani, Company Secretary as the Compliance Officer w.e.f. May 30, 2016. She continues to be designated as Compliance Officer till date of this report. There were no complaints received from shareholders during the Financial Year 2024-25. Further, the requests for transfer and dematerialization of shares was approved within the prescribed timelines and necessary reporting was made with appropriate authorities as required under SEBI LODR Regulations 2015. All the recommendations of Audit Committee and other Committees made to the Board of Directors were duly accepted by the Board of Directors. There has been no such incidence where the Board has not accepted the recommendation of any Committees of the Board during the financial year 2024-25.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. Further, the Company has also formed the Internal Complaints Committee (‘ICC) in compliance with the said Act.

The Company has not received any complaints during the Financial Year 2024-25 pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

Pursuant to provision of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the Company hereby discloses the following information related to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Sr. No. Particulars	FY 2024-25
1. Number of complaints filed during the financial year under review	Nil
2. Number of complaints disposed of during the financial year under review	Nil (as no compliant received)
3. Number of complaints pending as on end of the financial year under review	Nil

25. DIRECTORS RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Companies Act 2013 (‘the Act) read with the Rule 7 of the Companies (Accounts) Rules 2014, the provisions of the Act and guidelines issued by SEBI. There are no material departures from the prescribed accounting standards in the adoption of these standards. The Board of Directors of the Company confirms:

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

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors have prepared the Annual Accounts on a going concern basis;

v. The Directors have laid down an adequate system of internal financial control to be followed by the Company and such internal financial controls are adequate and operating efficiently;

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

26. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows: The Company has two Executive Directors (including one Managing Director). Further sitting fees has been paid to Independent Directors during year under review. The particulars of employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are: Employed throughout the year Nil Employed for part of the year Nil The remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the Company. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

27. STATUTORY AUDITORS & THEIR REPORT:

The shareholders at their 51^st Annual General Meeting of the Company had approved the appointment of M/s. Govind Prasad & Co. (Firm Registration No.: 114360W), Chartered Accountants as Statutory Auditor for consecutive period of 5 years i.e. from FY 2020-21 to FY 2024-25.

The Auditors Report for the financial year ended March 31, 2025, issued by the Statutory Auditors does not contain any qualification, reservation, adverse remark or disclaimer.

M/s. Govind Prasad & Co., Chartered Accountants, have completed their tenure as Statutory Auditors of the Company for the period from FY 2020-21 to FY 2024-25. Accordingly, the Board has proposed the appointment of M/s. Shabbir & Rita Associates LLP, Chartered Accountants (Firm Registration No. 0109420W), as the Statutory Auditors of the Company for a term of five

consecutive years, commencing from the conclusion of the 55^th Annual General Meeting (AGM) until the conclusion of the 60^th AGM, subject to the approval of the shareholders. Further, the Company has received eligibility letter from M/s. Shabbir & Rita Associates LLP, to consider their appointment as Statutory Auditors which is within the prescribed criteria as specified in Section 141 of the Companies Act, 2013 and that they are not disqualified.

28. SECRETARIAL AUDITOR & THEIR REPORT:

Pursuant to the provision of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed

M/s. KNK & Co. LLP, Firm of Company Secretaries which is peer reviewed to undertake the Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report in Form No. MR-3 for the year ended March 31, 2025 is annexed as "Annexure A".

29. INTERNAL AUDITORS:

M/s S. N. Katdare & Co., Chartered Accountants performs the duties of Internal Auditors of the Company and their report is reviewed by the Audit Committee from time to time.

30. ANNUAL RETURN:

The Annual Return of the Company pursuant to Section 92 of the Companies Act 2013 and rules made thereunder is available in our Companys website www.subhashsilkmills.com.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS

AND OUTGO:

The information on Conservation of Energy, Technology Adsorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed with this report as “Annexure B”.

32. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall in the criteria mentioned under Section 135(1) of the Companies Act, 2013 for applicability of the provisions of Corporate Social Responsibility (CSR). Hence, your Company is not required to constitute CSR Committee and to comply with other provisions of Section 135 of the Companies Act, 2013 read with rules made thereunder.

33. RELATED PARTY TRANSACTIONS:

There were no material contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which have a potential conflict with the interest of the Company at large.

Thus, disclosure in Form AOC-2 for related party transactions entered during the financial year under review is attached with this report as “Annexure C". None of the Directors has any pecuniary relationships or transactions vis-a-vis the company.

34. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All Board Members and Senior Management personnel have confirmed compliance with the Code. The MD & CFO has also confirmed and declared the same. The certification/declaration is reproduced at the end of this Report.

35. DEMATERIALISATION OF SHARES:

The agreement with Central Depository Services (India) Ltd. (CDSL) & National Securities Depository Ltd. (NSDL) for admitting the Equity Shares of Company in depository mode still continues. The shareholders have already dematerialized their shares and Purva Sharegistry (India) Pvt. Ltd. continues to be Registrar & Transfer Agents of Company for shares held in physical as well as for providing connectivity in a depository mode with both NSDL & CDSL. SEBI vide its recent circular has proposed to prohibit transfer of shares in physical form. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories.

36. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

37. LISTING:

The Equity Shares of your Company are presently listed on the BSE Limited (Bombay Stock Exchange). Further, the Company has paid the annual listing fees for the financial year 2024-25.

38. WEBSITE OF THE COMPANY:

The Company maintains a functional website i.e. www.subhashsilkmills.com wherein detailed information of the Company and its activities are displayed.

39. COMPLIANCE WITH SECRETARIAL STANDARDS ON THE BOARD AND GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

40. FRAUD DETECTED BY THE AUDITORS OR AUDIT COMMITTEE, IF ANY:

There was no fraud identified or detected by the Auditors or Audit Committee of the Company during the financial year under review.

41. DETAILS OF MAINTENANCE OF COST RECORD AS SPECIFIED BY CENTRAL GOVERNMENT

UNDER SECTION 148(1) OF THE COMPANIES ACT, 2013:

The Company was not required to maintain cost records as specified by the Central Government u/s 148(1) of the Companies Act 2013 for the financial year 2024-25.

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There is neither any application made nor any application is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME

OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There is neither any one time settlement was undertaken nor any loan from any bank and financial institution was taken during the financial year under review.

44. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has duly established and maintained its internal controls and procedures for the financial reporting and evaluated the effectiveness of Internal Control Systems. The internal control systems are commensurate with the size, scale and complexity of its operations.

45. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Maternity Benefit Act, 1961, aims to provide maternity benefits to women employees, ensuring their protection and support during pregnancy and childbirth. The Company is committed to fostering a supportive work environment and ensuring compliance with the Act to promote the well-being of its women employees. Thus, the Company is committed to providing a supportive work environment for its women employees and ensures compliance with the Maternity Benefit Act, 1961. Pursuant to Section 134(3)(m) of the Companies Act, 2013, the Company hereby discloses the following information:

Sr. No. Particulars	FY 2024-25
1. Number of women employees	1
2. Number of men employees	4
3. Number of transgender employees	Nil
4. Number of women employees availing maternity benefit	Nil
5. Details of maternity benefits provided (like paid maternity leave, medical facilities, etc.)	Nil

46. ACKNOWLEDGEMENTS:

We thank our customers, vendors, investors, bankers for their continued support during the financial year. We place on record our appreciation of the contribution made by our employees at all levels. We also thank the government for their support and look forward to their continued support in future.

	BY ORDER OF THE BOARD OF DIRECTORS
	For SUBHASH SILK MILLS LTD.
	SD/-	SD/-
Date: August 14, 2025	SUMEET MEHRA	DHIRAJ MEHRA
Place: Mumbai	CHAIRMAN & DIRECTOR	MANAGING DIRECTOR
	DIN: 00342934	DIN: 01409010