Sybly Industries Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 37^th Annual Report on the business and operations of the Company along with Audited Standalone Statement of Accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

The standalone financial performance of the Company for the financial Year ended 31^st March, 2025 is as follows.

(Audited)		(Rs. In Lakh)
Particulars	Financial Year ended 31.03.2025	Financial Year ended 31.03.2024
Total Revenue	2.03	3.41
Total Expenses	26.08	104.80
Profit before Tax	-24.05	-101.39
Less: Current Tax	-
Deferred Tax		-120.84
Profit/(Loss) for the period	-24.05	-352.24

2. FINANCIAL HIGHLIGHTS

During the period under review revenue of the Company decreased from Rs. 3.41 Lakh to Rs. 2.03 Lakh Further, the Net Loss after Tax increased to Rs -24.05 Lakh from Rs. -352.24 Lakh

3. CHANGE IN THE NATURE OF BUSINESS

(i) That owing to the prevailing situation in the Country and the worldwide spread of COVID pandemic followed by the present scenario of slowdown, the manufacturing seems not viable with the old and obsolete machineries due to high cost of manufacturing, maintenance and other overheads.

(ii) Therefore the management has decided to shut down its manufacturing activity of Polyester Yam at its plant at Pawan Puri. Muradnagar Ghaziabad, Uttar Pradesh. However, the Company will continue the trading activity of all types of Yarn & Textile products at Pawan Puri, Muradnagar Ghaziabad. Uttar Pradesh till the further arrangement.

4. STATEMENT OF AFFAIRS

There was a steep downfall in the revenue & profitability of the company due to COVID Pandemic impact & overall slowdown in the market the management has decided to shut down its manufacturing activity of Polyester Yam at its plant at Pawan Puri, Muradnagar, Ghaziabad and Uttar Pradesh. However, the Company will continue the trading activity of all types of Yarn & Textile products at Pawan Puri, Muradnagar Ghaziabad. Uttar Pradesh till the further arrangement.

5. CAPITAL STRUCTURE

The Authorized Share Capital of the Company as on March 31, 2025 stands at Rs. 28,76,00,000/- divided into 2,87,60,000 equity shares of Rs. 10/- each. The Subscribed and Paid-up Share Capital of the Company stands at Rs.9,15,66,530/- divided into 91,56,653 equity shares of Rs. 10/- each fully paid-up.

During the year under review, the Company has not issued any Equity share with differential voting rights nor has granted any Stock Options or Sweat Equity.

6. THE BOARD OF DIRECTORS

The Board of Directors is the apex body constituted by shareholders and plays a crucial role in the overall functioning, strategic decision making and leadership of the company. It provides strategic direction and leadership and oversees the management policies and their effectiveness, looking at the long-term interests of shareholders and other stakeholders. The Board performs key functions by fulfilling the responsibilities for achieving economy, efficiency and effectiveness for the Company vis-a-vis shareholders value creation. It has ultimate responsibility for the development of strategy, management, general affairs, direction, performance and long-term success of the business as a whole. The Board functions in accordance with the powers delegated under the Companies Act, 2013, SEBI (LODR), Memorandum & Articles of Association, Maharatna Guidelines issued by DPE and other guidelines issued by the Government of India from time to time, as may be applicable to the Company.

7. SIZE & COMPOSITION OF THE BOARD

Your Company is managed and controlled by a Board comprising an optimum blend of Executives and NonExecutive Professional Directors as on March 31, 2025. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. All the Directors possess the requisite qualifications and experience in general Corporate Management, Finance, Banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

8. NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 13 times during the financial year from 1^st April, 2024 to 31^st March, 2025. The mandatory gap between two meetings is less than 120 days. The dates on which the Meeting was held are as follows:

The dates on which meetings were held are 19/04/2024, 15/07/2025, 06/05/2024, 12/08/2024, 31/08/2024, 15/10/2024, 11/11/2024, 21/12/2024, 02/01/2025, 31/01/2025, 05/02/2025.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/ Companies Act, 2013.

The Minutes of the Meetings of the Board of Directors are discussed and taken note and bind with Minutes Book.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) APPOINTMENT/ REAPPOINTMENT/ CESSATION OF DIRECTORS

MR. CHIRAG	Non-Executive Director
MR. HARISH	Non-Executive Director
MS. INDRAWATI	Non-Executive Director
Mr. Umesh Kumar	Non-Executive Director resigned w.e.f. 28.12.2024
Mrs. Geeta Devi	Non-Executive & Independent Director resigned w.e.f. 28.12.2024
Mr. Ramesh Sharma	Non-Executive & Independent Director resigned w.e.f. 28.12.2024
Mr. Piyush	Managing Director resigned w.e.f. 28.12.2024
Mr. MANOJ KUMAR	Company Secretary
Mr. DHARMENDRA GUPTA	CFO

• Appointment of Mr. Ramesh Sharma (DIN: 10728184) as an Additional Non-Executive & Independent Directors of the Company w.e.f. 06^th Aug 2024.

• Appointment of Mr. Piyush (DIN: 10727781) as an Managing Directors of the Company w.e.f.06^th Aug 2024.

• Appointment of Ms. Geeta Devi (DIN: 10313906) as an Additional Non-Executive & Independent Directors of the Company w.e.f. 06^th Aug 2024.

• Appointment of Mr. Umesh (DIN: 07015921) as an Additional Non-Executive & Non-Independent Directors of the Company w.e.f. 06^th Aug 2024.

• Resignation of Mr. Ramesh Chandra Sharma (DIN: 00284981) Non-Executive director of the Company w.e.f., 06^th August 2024.

• Resignation of Mr. Sachin (DIN: 0926955) Non-Executive Independent director of the Company w.e.f., 06^th August 2024.

• Resignation of Mrs. Ankita Garg Non-Executive Independent director of the Company w.e.f., 12^th August 2024.

• Resignation of Mr. Mahesh Chand Mittal as Managing Director of the Company w.e.f. 12^th August, 2024

• Resignation of Mr. Ramesh Sharma ( DIN: 10728184) as an Additional Non- Executive & Independent Director of the company w.e.f 28^th Dec 2024.

• Resignation of Mr. Umesh Kumar Non-Executive & Non- Independent director of the Company w.e.f., 28^th Dec 2024.

• Resignation of Mrs. Geeta Devi Non-Executive Independent director of the Company w.e.f., 28^th Dec 2024.

• Resignation of Mr. Piyush as Managing Director of the Company w.e.f 28^th Dec 2024.

• Appointment of Mr. Chirag (DIN: 10728185) as an Additional Non-Executive & Non- Independent Directors of the Company w.e.f. 21^th Dec 2024.

• Appointment of Mr. Indrawati (DIN: 10871535) as an Additional Non-Executive & Non- Independent Directors of the Company w.e.f. 21^th Dec 2024.

• Appointment of Mr. Harish (DIN: 10871534) as an Additional Non-Executive & Non- Independent Directors of the Company w.e.f. 21^th Dec 2024.

b) KEY MANAGERIAL PERSONNEL

• Appointment Mr. Dharmendra Gupta as Chief Financial Officer for the financial 2024-2025 w.e.f., 06^th August, 2024.

• Appointment Mr. Manoj Kumar as Company Secretary for the financial 2024-2025 w.e.f., 11^th November, 2024.

• Resignation of Mr. Sagar Agarwal as Chief Financial Officer of the Company w.e.f., 06^th August, 2024.

• Resignation of Mr. Mahesh Chand Mittal as Managing Director of the Company w.e.f. 12^th August, 2024.

• Resignation of Mr. Sagar Agarwal as Company Secretary of the Company w.e.f., 12^th August, 2024.

10. DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Independent Directors on the Board of the Company serve as an Independent Director in more than Seven (7) Listed Companies nor holds the position of Whole Time Director in any Listed Company.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, to the best of their knowledge and ability, confirm that:

i. In the preparation of annual accounts, the applicable accounting standards had been followed and there are no material departures.

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the loss of the Company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

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

12. COMMITTEES MEETINGS

The Board has various committees which act in accordance with the terms of reference determined by the Board. Meetings of each of these Committees are convened by the respective Chairman. Matters requiring Boards attention/approval are placed before the Board. The role, the composition of these Committees including the number of meetings held during the financial year and the related attendance details are provided below. The Board has Seven Committees namely:

(a) Audit Committee

(b) Nomination & Remuneration Committee

(c) Stakeholders Relationship Committee

13. Meetings of the committee:

A. Audit committee:

As per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulation, 2015, the Companys Audit Committee comprise of majority of the Independent Directors. All the members of the Committee have relevant experience in financial matters. The details of the composition of the Committee are set out in the following table:

The Committee met 4 times dated on 19/04/2024, 15/07/2024, 15/10/2024, 05/02/2024 in F.Y. - 2024-25.

The Composition of audit committee and their attendance at the meeting are as under: -

S.No. Name	Category	Designation	Date of Appointment
1 Ramesh Sharma	Independent	Chairperson	06-08-24
2 Geeta Devi	Independent	Member	06-08-24
3 Piyush	Independent	Member	06-08-24

• Resignation of Mr. Ramesh Sharma ( DIN: 10728184) as an Additional Non- Executive & Independent Director of the company w.e.f 28^th Dec 2024.

• Resignation of Mrs. Geeta Devi Non-Executive Independent director of the Company w.e.f., 28^th Dec 2024.

• Resignation of Mr. Piyush as Managing Director of the Company w.e.f 28^th Dec 2024.

B. NOMINATION AND REMUNERATION COMMITTEE

As per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulation, 2015, the Companys Nomination and Remuneration Committee comprise of three NonExecutive Independent/Non-Executive Non-Independent Directors. Out of which 2 are Non-Executive Independent Directors and 1 is Non-Executive Non-Independent Director. The details of the composition of the Committee are set out in the following table:

The Committee met 1 times dated on 06/08/2024 in F.Y. - 2024-25.

The Composition of Nomination & Remuneration Committee and their attendance at the Meeting are as under:-

S.No. Name	Category	Designation	Date of Appointment
1 Ramesh Sharma	Independent	Chairperson	06-08-24
2 Umesh	Independent	Member	06-08-24
3 Geeta Devi	Independent	Member	06-08-24

• Resignation of Mr. Ramesh Sharma ( DIN: 10728184) as an Additional Non- Executive & Independent Director of the company w.e.f 28^th Dec 2024.

• Resignation of Mrs. Geeta Devi Non-Executive Independent director of the Company w.e.f., 28^th Dec 2024.

• Resignation of Mr. Umesh Kumar Non-Executive & Non- Independent director of the Company w.e.f., 28^th Dec 2024.

C. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund account, conversion of partly paid shares into fully paid shares, dematerialization of shares and transfer of shares of the Company.

Scope of the Committee:

The scope of the Stakeholders Relationship Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of Annual Report, non-receipt of dividend etc., and other related activities. In addition, the Committee also looks into matters which can facilitate better investors services and relations.

The Committee met 02 times dated on 12/12/2025 in the FY. 2024-25.

The Composition of Stakeholders Relationship committee and their attendance at the meeting are as under: -

S.No. Name	Category	Designation	Date of Appointment
1 Ramesh Sharma	Independent	Chairperson	06-08-24
2 Geeta Devi	Independent	Member	06-08-24
3 Umesh	Independent	Member	06-08-24

• Resignation of Mr. Ramesh Sharma ( DIN: 10728184) as an Additional Non- Executive & Independent Director of the company w.e.f 28^th Dec 2024.

• Resignation of Mrs. Geeta Devi Non-Executive Independent director of the Company w.e.f., 28^th Dec 2024.

• Resignation of Mr. Umesh Kumar Non-Executive & Non- Independent director of the Company w.e.f., 28^th Dec 2024.

14. POLICY ON DIRECTORSAPPOINTMENT 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 of the Companies Act, 2013, adopted by the Board, is available on the website of the Company.

httv://www.svblv.com/wv-content/uvloads/2018/02/NominationRemuneration Policy.pdf

We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

15. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board, may threaten the existence of the Company.

These are discussed at the meeting of the Audit Committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk which Contingent liability exceeds net worth still there is no risk/threat

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year.

17. CODE OF CONDUCT

The Company has in place Code of Conduct for Directors and Senior Management Personnel (Code) with a view to enhance ethical and transparent process in managing the affairs of the Company. This code is applicable to all the Board Members including Government Nominee(s) & the Independent Director(s) and the Senior Management Personnel of the Company. Declaration as required under Regulation 34 (3) Schedule V of the SEBI (LODR) Regulations, 2015 The members of the Board and Senior Management Personnel have affirmed compliance of the Code of Conduct for Board Members & Senior Management Personnel for the financial year ended on 31^st March, 2025.

18. WHISTLE BLOWER POLICY

The Company has a Board approved ‘Whistle Blower Policy for directors and employees to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the companys code of conduct or ethics policy. It also provides adequate safeguard against victimization of employees, who avail the mechanism and direct access to the Chairman of the Audit Committee, if required. No personnel of the Company had been denied access to the Chairman of audit committee.

19. INFORMATION ABOUT THE FINANCIAL PERFORMANCE/ FINANCIAL POSITION OF THE SUBSIDIARY.

During the F.Y. 2024-25 your company does not have any unlisted/listed subsidiary company or Joint Ventures or any Associate Companies. Therefore, AOC-1 is not applicable

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

(i) A demand of Rs. 482.46 Lakh has been raised by the Office of the Assistant Commissioner of Income Tax for the assessment year 2017-18. Against this demand, Company has filed an appeal with Commissioner of Income Tax (Appeal). However The Income Tax assessments of the Company are pending for the assessment year 2020-21, 2021-22 & 2022-23.

(ii) A demand of Rs. 38.14 lakh and interest thereon has been raised by the Office of the Additional Commissioner (Customs) for non-fulfillment of Export Obligations against Custom Duty saved under EPCG Scheme. Against this demand, Company has filed an appeal with Commissioner of Customs (Appeal). Such appeal has been rejected by the Commissioner (Appeal). Company is planning to file appeal to the Tribunal against this order.

(iii) A demand of Rs. 38.14 lakh and interest thereon has been raised by the Office of the Additional Commissioner (Customs) for nonfulfillment of Export Obligations against Custom Duty saved under EPCG Scheme. Against this demand, Company has filed an appeal with Commissioner of Customs (Appeal). Such appeal has been rejected by the Commissioner (Appeal). Company is planning to file appeal to the Tribunal against this order.

21. DISCLOSURES REQUIRED WITH RESPECT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 PARTICULARS OF EMPLOYEES.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment of Managerial Personnel) Rules, 2014 is given in an Annexure-A and forms part of this Report.

22. FORMAL ANNUAL EVALUATION.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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 disclosures.

The Companys Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations. It comprises audit and compliance by internal audit checks by M/s. Karan Mittal & Co., Internal Auditors of the Company.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review various business processes. Independence of the Internal Auditors and therefore compliance is ensured by the direct report of internal audit division and Internal Auditors to the Audit Committee of the Board.

24. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES.

The Company has formulated a Vigil Mechanism Policy to encourage all employees and directors of the Company to report any unethical behaviour, actual or suspected fraud or violation of the Code of the Company and to provide a secure environment to such employees acting in good faith and safeguarding them from any adverse action by the management. This policy is in line with the requirements of the provisions of the Section 177(9) of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Vigil Mechanism is available on the website of the Company.

httv://www.svblv.com/wv-content/uyloads/2018/02/Whistle Blower Policy.pdf

25. DIVIDEND

In view of the losses incurred by your Company, your board does not recommend any dividend for the financial year 2024-2025.

26. TRANSFER TO RESERVE

During the year under review, the company has not transferred any amount to the General Reserves.

27. MATERIAL CHANGES

No material change and commitments have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which may affect the financial position of the Company.

28. OTHER INFORMATION

Sweat Equity Shares, Employee Stock Option/Right Issue/Preferential Issue:-

The Company has neither come up with any Right Issue/ Preferential Issue, nor issued any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the period under review.

29. DEPOSITS

Your Company has no unclaimed / unpaid matured deposit or interest due thereon. Your Company has not accepted any deposits covered under ‘Chapter V Acceptance of Deposits by Companies under the Companies Act, 2013 during the financial year ended March 31, 2025, but there is an outstanding loan of Rs. 0/- not including interest from the Promoter-Directors of the Company and Corporate Deposit of Rs. 1,75,000,000/- from the group Company, which are exempted as deposit under Rule 2(c)(viii) and 2(c)(vi) of Companies (Acceptance of Deposit) Rules, 2014.

30. STATUTORY AUDITORS

At the Board Meeting of the company held on Tuesday, 13^th February, 2025, Board has appointed M/s. SUBODH K & ASSOCIATES, Chartered Accountants (Firm Registration No. (03973C) as Statutory Auditors of the Company under casual vacancy in place of M/s. V.S. Gupta & Co., Chartered Accountants (FRN No. 00724C) to hold the office till the conclusion of Ensuing AGM.

Re-Appointment of M/s. SUBODH K & ASSOCIATES, Chartered Accountants (Firm Registration No. (03973C), as Statutory Auditors of the Company would be tabled at the meeting of Members, M/s. SUBODH K & ASSOCIATES, Chartered Accountants to be appointed as a Statutory Auditor of the Company; Subject to the approval of Shareholders at General Meeting.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

31. AUDITORS REPORT

The Auditor Report for the financial year ended March 31^st, 2025. There is no adverse qualification/remark in the Auditors Report.

32. SECRETARIAL AUDITORS & SECRETARIAL AUDITORS REPORT

The Company has appointed ACS Parul Agrawal, (Practicing Company Secretary) to hold the office of the Secretarial Auditors of the company the Financial Year 2024-25 and to give Secretarial Audit Report on various compliances by the company during the year.

• Secretarial auditors report

The Secretarial Audit Report is annexed herewith marked as Annexure-IV to this report in Form No. MR-3.

• Secretarial Auditors Observations

The Secretarial auditor has given his observations in Form MR-3, which is annexed herewith and marked as Annexure-IV, which are Self-explanatory and need no comments.

The Board of Directors considered the matter and seeking to resolve the matter, if Any.

Internal Auditor:

Pursuant to the provision of Section 134 of companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Mr. Piyush Jain was appointed as Internal Auditor of the Company.

• Internal Auditors Report

Mr. Piyush Jain placed the internal audit report to the Company.

• Internal Auditors Observations

Internal Auditors Report is self-explanatory and need no comments.

33. COST AUDITORS

In terms of the provisions of Section 148 of the Companies Acts, 2013 read with the Rules made there under, the provisions of maintenance of cost records and the provisions of cost audit are not applicable to your Company.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

35. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

As the Company has not carried any manufacturing activity, therefore no information is required to be given. Therefore, Form-A is not attached with this report.

36. EXTRACT OF ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Companys website at:http://www.svblv.eom/wp-content/uploads/2023/11/Form MGT-7 2023.pdf

37. RELATED PARTY TRANSACTIONS

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or covered under Section 188 of the Companies Act, 2013. Hence, the details of such contracts or arrangements with its related parties are not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the Rules framed thereunder.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Management Discussion and Analysis Report is included in this Report as Annexure-D.

39. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit Department with adequate experience and expertise in internal controls, operating system and procedures. In discharging their role and responsibilities, the department is supported by an external audit firm. The Internal Audit Department reviews the adequacy of internal control system in the Company, its compliance with operating systems and laid down policies and procedures. Based on the report of internal audit function, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

40. EMATERIALISATION OF SHARES

As on March 31, 2025, 99.86% of the Companys total equity paid up capital representing 9144532 equity shares are held in dematerialized form. SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandates that the transfer, except transmission and transposition of securities, shall be carried out in dematerialized form only with effect from 1st April 2019. The Company has directly sent intimation to shareholders who hold shares in physical form advising them to get their shares dematerialized.

41. OREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, there was no foreign exchange inflow and outflow during the year under review.

42. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as required under the “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. Your Directors state that during the year under review, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company was not required to constitute an internal complaints committee. Further, during the year under review, there were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

43. SECRETARIAL STANDARDS

Your directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by Ministry of Corporate Affairs (MCA) have been duly followed by Company.

44. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions.

45. DITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investors information such as financial results, policies/codes, disclosures and project updates are made available on the Companys website (www.sybly.com) on a regular basis.

ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude the co-operation extended by the Companys Bankers and also appreciates the continued trust and confidence reposed by the Shareholders in the management. They also place on record their appreciation for the valuable contribution and whole hearted support extended by the Companys employees at all levels.

By the order of the Board
FOR SYBLY INDUSTRIES LIMITED
SD/
CHIRAG	HARISH
Additional Director	Additional Director
DIN:10728185	DIN:10871534
Date: 04/09/2025	Date: 04/09/2025
Place: Delhi	Place: Delhi