Silverline Technologies Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present their Report together with the audited financial statements of your

Company for the year ended 31st March, 2025.

SUMMARISED FINANCIAL RESULTS:

The summarized financial results are given below:

( In Lakhs)

Particulars	2024-2025	2023-2024
	Standalone	Standalone
Revenue from Operations	3370.91	172.21
Other Income	-	-
Total Income	3370.91	172.21
Expenses
Operating Expenditure	-	-
Changes in inventories of finished goods and work-in-process	-	-
and stock-in-trade
Employee benefits expenses	18.62	18.77
Depreciation and amortization expense	10.25	5.60
Finance Cost	-	0.17
Other expenses	306.48	145.77
Profit / (loss) from operations before extra ordinary items and tax	-42.70	1.90
Extraordinary Items	-	-
Profit/(loss) after Extraordinary Items and before tax	-42.70	1.90
Tax Expense: Current Tax	-	0.75
Deferred tax (credit) /charge	-	-
lncome-Tax of Earlier Year	-	-
Net Profit / (loss) for the period	-42.70	1.16

BUSINESS OUTLOOK:

The Companies growth considering the past few years performance has declined. The Company is striving hard for increasing profits from year to year. The total revenue from the operations for the year ended March

31, 2025 amounted to 3370.91 Lakhs and the loss of 42.70 lakhs for year ended March2025.

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

During the financial year under review, the Company has successfully raised additional capital through the preferential allotment of equity shares in accordance with the provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

Pursuant to this allotment, the Company has issued and allotted 9,59,42,000 equity shares of face value of 10 each at a price of 10 per share, aggregating to 95,94,20,000/- on preferential basis to non-promoters. The funds raised through this preferential issue have been/will be utilized towards the repayment of debt and expansion plans thereby strengthening the financial position of the Company .

SUBSIDIARY OF THE COMPANY:

The Company does not have any Subsidiary as on 31st March, 2025.

The preparation of consolidated financial statement is applicable to the company as there is no subsidiary.

DIVIDEND:

The Board of Directors after considering various factors including expansion and to conserve resources, has deemed it prudent not to recommend any final dividend on equity shares for the year ended 31st March,

2025.

TRANFSER TO RESERVES:

The Board of Directors of the Company has not recommended transfer of any amount to the General Reserve for the Financial Year ended March 31, 2025.

SHARE CAPITAL:

The Paid up Equity Share Capital of the Company as on March 31, 2025 was 1,55,92,74,880 divided into 15,59,27,488 Equity shares having face value of 10 each. During the year under review, the Company has issued and allotted 9,59,42,000 equity shares of face value of 10 each at a price of 10 per share, aggregating to 95,94,20,000/- on preferential basis to non-promoters

HEALTH, SAFETY AND ENVIRONMENT:

There is no plant site of company and no insurance cover taken for the plant site.

There are no details available for insurance cover of the companys office premises.

PUBLIC 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. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

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

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out as follows.

The Company constantly takes effective steps to attain energy conservation.

The Company does not employ any foreign technology which needs absorption or adaptation.

Relevant figures of foreign exchange earnings and outgo are given in notes to accounts paragraph annexed to the financial statements.

SEGMENT REPORTING:

Your Companys main business is "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and hence, the segment wise reporting as defined in Ind AS 108 Operating Segments (Accounting Standards

17) is not applicable to the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there has been a change in the nature of the business of the Company. Pursuant to the approval of the shareholders and in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has altered its main objects in the Memorandum of Association. Consequently, the Company has entered into the business of agriculture trading and technology , marking a strategic shift from its previous line of business.

This change aligns with the Companys long-term growth objectives and is expected to offer new opportunities in the agri-commodity sector.

INTERNAL FINANCIAL CONTROLS:

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineate the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The Code of Conduct for Senior Management and Employees of your Company (the Code of

Conduct) commits Management to financialand accounting policies, systems and processes. The Corporate

Governance Policies and the Code of Conduct stand widely communicated across your Company at all times.

Your Companys Financial StatementsarepreparedonthebasisoftheSignificantAccounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time.

CORPORATE GOVERNANCE:

Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. A Report on Corporate Governance along with a

Certificate compliance with the conditions of Corporate

Governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed analysis of your Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for stakeholders including directors and employees of the Company and their representative bodies to freely report / communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Companys Code or Policies. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of stakeholders who use such mechanism.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has Zero Tolerance towards sexual harassment at the workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") to provide a safe, secure and enabling environment, free from sexual harassment. The Committee have been constituted to redress complaints of sexual harassment and the Company has complied with the provisions relating

to the constitution of committee under the Act.

During the year the Company received NIL complaints. As on this date of this report, there are no complaints received by/ pending with the Company under POSH Act.

The details of complaints relating to sexual harassment received and disposed of during the financial year

2024-2025 are as follows:

Number of complaints of sexual harassment received	NIL
Number of complaints disposed of during the year	NIL
Number of complaints pending for more than 90 days	NIL

AUDITORS:

STATUTORY AUDITORS AND AUDITORS REPORT:

Mr. Parth Shah of M/s S. Parth & Co (Firm Registration No 154463W ), was appointed as the Statutory Auditors of the Company, for the term of three years from the conclusion of 32nd AGM till the conclusion of the Thirty Fifth AGM of the Company to be held in the year 2027, at a remuneration as may be mutually agreed between the Board and the Statutory Auditors.

Further, the Auditors Report given by M/s S. Parth & Co for FY 2024-2025 is Qualified .

The following are the qualifications given by the Statutory Auditor and the reply by the management is given below:

1. A reconciliation of GST credit receivables with the GST portal is pending. Until this reconciliation is completed, the accuracy of the input tax credit and the associated liability position may be subject to change.

Management Reply:

Reconciliation of GST Credit Receivables

The reconciliation of GST credit receivables with the GST portal is under process. The Company is in the process of carrying out a detailed reconciliation exercise and necessary adjustments, if any, will be duly recorded in the books of accounts upon completion.

2. Trade payables have not been classified between Micro, Small, and Medium Enterprises (MSME).

This omission may lead to non-compliance with disclosure requirements under the MSMED Act,

2006, impacting regulatory compliance and financial transparency. Further Outstanding balances with certain suppliers have not been confirmed. Confirmation from counterparty is not available in case of outstanding receivable.

Management Reply:

Classification of Trade Payables under MSME

The classification of trade payables into Micro, Small, and Medium Enterprises as per the MSMED Act,

2006 is in progress. The Company is in the process of obtaining requisite information and declarations from suppliers/vendors to enable appropriate classification and disclosure in compliance with statutory requirements.

3. Certain procedural gaps were observed in documentation and records. Certain sales lacked supporting documents like E-Way Bills or Delivery Challans, and Goods Inward Reports for purchases were not provided. Additionally, a Fixed Asset Register was not maintained.

Management Reply:

Outstanding Balance Confirmations

The Company is in the process of obtaining balance confirmations from suppliers and customers. Efforts are being made to secure confirmations from counterparties where balances remain outstanding, and adjustments, if any, will be made after reconciliation of such balances.

Documentation and Records

The Company acknowledges the procedural gaps noted. Steps have already been initiated to strengthen documentation and record maintenance, including ensuring proper availability of supporting documents such as E-Way Bills, Delivery Challans, and Goods Inward Reports. A Fixed Asset Register is also being prepared and will be maintained on a regular basis going forward to ensure proper compliance and internal controls.

Further, Mr. Parth Shah of M/s S. Parth & Co has tendered their resignation from the position of Statutory Auditor of the company w.e.f 07th October, 2025. The board of directors has appointed M/s Sarang Shivajirao Chavan & Associates (Firm Registration No 159649W) as the statutory auditor of the company w.e.f 07/10/2025 subject to the approval of shareholders of the company.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P.M. Vala

& Associates, Practicing Company Secretary (Certificate of Practice Number: 4237) to undertake the

Secretarial Audit of the Company.

The Company has annexed to this Boards Report as Annexure II , a Secretarial Audit Report for the Financial

Year 2024-2025 given by the Secretarial Auditor. The Secretarial Audit Report contains qualifications.

Reply from Management

The Company acknowledges the observation made by the Secretarial Auditor regarding the non-compliances.

The non-compliance was inadvertent and occurred due to unavailability of required documents/information within the prescribed timelines, The Management has taken note of the same and is committed to ensuring compliance with all applicable laws and regulations.

Corrective actions have been initiated to address the issue, Further, the Company is in the process of reviewing its internal controls and compliance monitoring mechanism to avoid recurrence of such instances in future.

The Management assures that it is committed to maintaining the highest standards of corporate governance and compliance, and every effortis being made to ensure timely and proper adherence to all statutory obligations.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section

143(12) of the Companies Act, 2013.

LISTING FEES:

Your Company has paid the requisite Annual Listing Fees BSE Limited (Scrip Code: 500389), where its securities are listed.

KEY MANAGERIAL PERSONNEL:

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr Srinivasan Pattamadai	-	Chief Executive Officer
Mrs Kshipra Bansal	-	Company Secretary

DIRECTORS:

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

As on 31st March, 2025, the Board of Directors comprises of Five Members, consisting of Three Non-Executive & Independent Directors, One Non-Executive and Non Independent Director and One Executive Director.

RETIREMENT BY ROTATION:

In terms of Section 152 of the Act, Mr. Mosim Sodha retire by rotation at the ensuing Annual General

Meeting (AGM) of the Company and being eligible, has offered for their reappointment.

Mr. Mosim Sodha has consented to act as a director and are not disqualified from being re-appointed as

Director in terms of Sections 164 and 165 of the Act read with applicable rules made thereunder. They are not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority. They are not related to any Key Managerial Personnel of the Company.

Appointment/Re-appointment

During the financial year, the following are the changes in composition of board of directors of the company.

1. Mr. Yakinkumar Bansilal Joshi (DIN: 10745009) and Mr. Sodha Mosim Abhubakhar (DIN: 10732712) were appointed as Non-Executive and Non- Independent directors of the company w.e.f 18th August, 2024.

2. Mr. Yakinkumar Bansilal Joshi was redesignated as Managing Director of the company w.e.f 14th February, 2025.

3. Mr. Chinmay Pradhan (DIN: 10753724) was appointed as Non-Executive and Non- Independent director of the company w.e.f 27th August, 2024.

4. Mr. Manoj Sambhaji Sawant (DIN: 00384603) was appointed as Executive director of the company w.e.f 18th August, 2024 and tendered their resignation on 13th January, 2025.

5. Mrs. Aarti Singh (DIN: 10288981) was appointed as Non-Executive and Independent director of the company w.e.f 18th August, 2024.

The changes in composition of the board of director after the closure of financial year is as follows:

1. Mr. Chinmay Pradhan (DIN: 10753724), Mr. Tathagata Sarkar (DIN: 08601775) and Mrs. Nivedita Sen (DIN: 07796043) tendered their resignation on 07th October,2025.

2. Mr. Nayankumar Patel (DIN No 11149192) and Mr. Rai Sunny Jagapatraj (DIN No 10742820) were appointed as Additional Non-Executive and Independent Directors w.e.f 07th October, 2025 whose appointment is subject to the approval of shareholders of the company.

SIGNING OF DIRECTORS REPORT

The Directors report shall be signed solely by Mr Yakin Kumar Joshi , Managing Director and Chairman of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:

The Company has received declarations from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations .

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and

Qualification of Directors) Rules, 2014, The Independent Directors of the Company have confirmed that they are registered in the Independent Directors data bank maintained by the IICA and unless exempted, have also passed the online proficiency self-assessment test conducted by IICA.

The Board of the Company, after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the as Independent Directors of the Company and are relevantexpertise,experienceandproficiency independent of the Management of the Company.

PERFORMANCE EVALUATION

The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof, Independent Directors and Chairman of the Company was carried out . Pursuant to the provisions of the

Act and the Listing Regulations, the NRC formulated criteria for effective evaluation of the performance of the Board, its Committees and Individual Directors. Accordingly, the performance evaluation of the Board, its committees and individual Directors was carried out by the NRC and the Board of Directors. Further, pursuant to Schedule IV of the Act and Regulation 17(10) of the Listing Regulations, the evaluation of Independent Directors was done by the Board of Directors.

The NRC at its meeting reviewed the evaluations and the implementation and compliance of the evaluation exercise done.

All Directors of the Company as on 31st March 2025 participated in the evaluation process. The evaluation exercise for the financial year, inter-alia, concluded the transparency and free-flowing discussions at meetings, the adequacy of the Board and its Committee compositions and the frequency of meetings were satisfactory. Suggestions have been noted for implementation. The Directors expressed their satisfaction with the evaluation process.

Evaluation of Committees:

Since the Company was suspended on BSE Limited, there were no risk management committee and CSR Committee during the year but still independent directors evaluated the performance and managed to meet and discuss the operations and growth of the company.

Evaluation of Directors and Board:

A separate exercise was carried out by the Governance, Nomination and Remuneration Committee ("GNRC") of the Board to evaluate the performance of Individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Board was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors. The performance evaluation the Executive Director of the Company was carried out by the Chairman of the Board and other Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE DIRECTORS:

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive Directors on matters related to the Companys values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(3) (c) and 134(5) of the Companies Act, 2013 and on the basis executives of the Company, and subject to disclosures ofexplanationandcompliancecertificate in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

That in the preparation of the accounts for the financial period ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the period under review;

That the Directors have taken proper and sufficient records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That the Directors have prepared the annual accounts for the financial period ended 31st March, 2025 on a going concern basis.

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

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

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration,

Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013.

Policy on Directors Appointment

Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that –

• There has never been union since incorporation and is not likely to be there in view of cordial relation with workers. As such the Board felt that there is no need to form policy for unionized workers.

Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non

Unionized) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

• For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

BOARD MEETINGS:

During the Financial Year ended 31st March 2025, Fourteen Board Meetings were held on the following dates:30.05.2024, 14.08.2024, 18.08.2024, 27.08.2024, 01.09.2024, 18.09.2024, 08.10.2024, 10.10.2024, 14.11.2024, 16.11.2024,27.11.2024, 13.01.2025, 23.01.2025 and 13.02.2025 . For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.

ANNUAL GENERAL MEETING (AGM):

The 32nd AGM of the Company will be held on 26th September, 2024 through Video Conferencing and Audo visual Mode at 03.00 p.m.

The 33rd AGM of the Company will be held on 31st October, 2025 through Video Conferencing and Audo visual Mode at 03.00 p.m.

MEETINGS OF INDEPENDENT DIRECTORS:

The Independent Directors of your Company often meet before the Board Meetings without the presence of the Chairman of the Board or the Executive Director or other Non-Independent Directors or Chief Financial

Officer or any other Management Personnel.

These Meetings are conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the

Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the BoardthatisnecessaryfortheBoardtoeffectivelyand reasonably perform their duties.

The Board usually meet once in the start of financial year, the details of which are given in the Corporate

Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

AUDIT COMMITTEE:

As on 31st March, 2025, the Committee comprises of three Directors viz. Mrs. Nivedita Sen (Chairperson of the Committee), Mr. Tathagata Sarkar and Mrs. Aarti Singh. All the Members of the Committee are Non-

Executive Directors and possess strong accounting and financial management knowledge. The Company

Secretary of the Company is the Secretary of the Committee.

and possess accounting and financial management AllmembersoftheAuditCommitteearefinancially knowledge. The details of the same are provided in the Corporate Governance Report.

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

CODE OF CONDUCT:

Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and

Senior Management Personnel of your Company have complied with the code as mentioned hereinabove.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31 March, 2025.

SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

The Company has in place a process for approval of Related Party Transactions and on dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions, as applicable, along with the justification theAudit Committee in terms of the Companys are providedto

Policy on Materiality of and on Dealing with Related Party Transactions and as required under SEBI Master Circular Number SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July, 2023. All Related Party Transactions entered during the year were in the ordinary course of business and on an arms length basis.

The Company has not entered into Material Related Party Transactions as per the provisions of the Act and a confirmationto this effect as required under section 134(3) (h) of the Act is given in Form AOC-2 as Annexure

III, which forms part of this Boards Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Details of Loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement forming part of this annual report.

RISK MANAGEMENT:

The Company has laid down a well-defined risk management policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigation the same through a proper defined framework.

The Company manages monitors and reports on the principle risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors that governs how the Group conducts the business of the Company and manages associated risks.

The constitution of Risk Management Committee is not mandatory for your Company as per provisions of Regulation of 21 of LODR is applicable to the Top 1000 listed entities.

PARTICULARS OF EMPLOYEES:

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company are annexed to this report as ‘Annexure I.

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of the limits set out in the said Rules.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions relating to Corporate Social Responsibility (CSR) under section 135 of the Companies Act, 2013 are not applicable to the Company.

ANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at : www.silverlinetechnology.com.

DEPOSITORY SYSTEM:

Electronic trading of the Companys Equity Shares has been made compulsory by the Securities & Exchange

Board of India (SEBI) from 30th October, 2000. As on 31st March, 2025, about 99.85% shareholding representing 15,57,02,016 Equity Shares of the Company has been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

INTER-SE TRANSFER OF SHARES AMONG PROMOTERS:

As on 31st March, 2025, there were no inter-se transfer of shares among promoters which is carried out in compliance with the provision of the Companies Act, 2013 and rules and regulation of SEBI (LODR) Regulation, 2015.

OTHER DISCLOSURES:

1. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy

Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

2. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

Your directors further state that during the year under review, there were no cases filed pursuant to the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express and place on record their appreciation for the continued supp ort, cooperation, trust and assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.

ANNEXURE – I

ANNEXURE TO DIRECTORS REPORT

DETAILS OF REMUNERATION

PARTICULARS UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2024: 2025: Not applicable since the Company has not paid any remuneration during the year under consideration.

(ii) The percentage increase / decrease in the remuneration of each Director, Chief Financial Officer and

Company Secretary or manager in the Financial Year 2024: 2025: Not applicable since the Company has not paid any remuneration during the year under consideration.

(iii) The percentage increase in the median remuneration of employees in the Financial Year: Nil

(iv) The number of permanent employees on the rolls of the Company: There were two employees on the rolls as on 31st March, 2025.

(v) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not applicable since the Company has not paid any remuneration during the year under consideration.

(vi) Affirmation that the remuneration is as per the Remuneration

ANNEXURE – II

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

SILVERLINE TECHNOLOGIES LIMITED

CIN L46209MH1992PLC066360 Unit no 509, 5th Floor, Centrum IT Park, Wagle Industrial Estate, Thane (West), Maharashtra, India, 400604

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SILVERLINE TECHNOLOGIES LIMITED (CIN: L46209MH1992PLC066360)

(hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March 2025 ("Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on31st March2025 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) to the extent applicable to the Company :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021(Not Applicable to the Company during the Audit Period)

(e) The Securities and Exchange Board of India (Issue and Listing of Non Convertible Securities) Regulations, 2021 (Not Applicable to the Company during the Audit Period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not Applicable to the Company during the Audit Period)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company during the Audit Period); and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR);

(vi) The Management has identified and confirmed the following laws as specifically applicable to the

Company;

(a) Information Technology Act, 2000 and the rules made thereunder

(b) The Telecom Regulatory Authority of India Act, 1997 and the rules and regulations made thereunder. (c) Fiscal, labour and environmental laws which are generally applicable to all companies I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with respect to Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and

(ii) The Listing Agreements entered into by the Company with the BSE Limited and National Stock Exchange of India Limited (‘NSE) and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned hereinabove above except the following:

1) I wish to bring to your attention that there was a delay in submitting the Corporate Governance Report for June 2024 Quarter under Regulation 27(2)- Corporate Governance of the SEBI (Depositories and Participants) Regulations reporting.

2) I wish to inform you that Non-Compliance with the constitution of Nomination and Remuneration Committee (NRC) for December 2024 Quarter

3) I wish to inform you that the Company did not submit the required Annual Disclosure under the SEBI

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to BSE for the financial year 2024-

25.

4) The Company is SDD -Compliant for all the quarter during the financial year 2024-25 and it is not reflecting on the BSE portal on the face of the Company

5) The Company has not appointed the Chief Financial Officer as required under Section 203 of sub section 1 of the Companies Act, 2013 during the financial year 2024-25.

6) As per Company books of account there is one charge pending with APEX URBAN CO-OPERATIVE BANK FOR MAHARASHTRA AND GOA vide charge ID- 100656326 created on 29th November2022.

7) The Company is not submit a statement to the stock exchanges showing the utilization of the funds raised through preferential issue of shares.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors and Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board/Committee Meetings, agenda and detailed notes on agenda were sent generally seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings were carried with requisite majority as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as may be, while the dissenting members views, if any, were captured and recorded as part of the minutes.

Cannot comment on the compliances related to Related party transactions under SEBI (LODR) Regulations, 2015 under Regulation 23(9), Remuneration to Directors and KMP and Loans, Investments, Guarantee, Securities given to Directors or other body corporate/s.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were following specific events/actions having a major bearing on Companys affairs in pursuance of the standards, etc.

• During the year under review, pursuant to approval granted by the members of the Company vide special resolution passed at their Annual General Meeting held on 26th September2024, the Board at its Meeting held on 27th November2024 has allotted 9,59,42,000 (Nine Crores Fifty Nine Lakhs Forty Two Thousand) Equity Shares of face value of 10 /- each at par, aggregating to 95,94,20,000/- to the Non promoters Allottees on Preferential basis. These newly converted equity shares are at par with the existing equity shares and are listed on BSE effect from 04th December2024.

Annexure A to Secretarial Audit Report
To,
The Members
SILVERLINE TECHNOLOGIES LIMITED
CIN L46209MH1992PLC066360
Unit no 509, 5th Floor, Centrum IT Park,
Wagle Industrial Estate, Thane (West),
Maharashtra, India, 400604
My Secretarial Audit Report for the financial year31st March2025 is to be read along with this letter.
Management Responsibility
1.	It is the responsibility of the Management of the Company to maintain Secretarial records,	devise
	proper systems to ensure compliance with the provisions of all applicable laws and regulations and
	to ensure that the systems are adequate and operate effectively. My examination was limited to the
	verification of records and procedures on test check basis for the purpose of issue of the Secretarial
	Audit Report.
Auditors Responsibility
2.	Maintenance of secretarial and other records of applicable laws is the responsibility of the management
	of the Company. My responsibility is to express an opinion on these secretarial records based on my
	audit.
3.	I have followed the audit practices and processes as were appropriate to obtain reasonable assurance
	about the correctness of the contents of the secretarial and other legal records, legal compliance
	mechanism and corporate conduct. The verification was done on test check basis to ensure that correct
	facts as reflected in secretarial and other records produced to me. I believe that the processes and
	practices I followed, provide a reasonable basis for my opinion for the purpose of the Secretarial Audit
	Report.
4.	Wherever required, I have obtained the management representation about the compliance of laws,
	rules and regulations and major events during the audit period.
Disclaimer
5.	The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the
	efficacy or effectiveness with whichCompany the management has conducted the affairsofthe .
6.	I have not verifiedthe correctness and appropriateness of financial records and Books of Accounts of
	the Company.

ANNEXURE III

FORM NO. AOC -2

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis –

There were no contracts or arrangements or transactions entered into during the year ended on 31st March, 2025, which were not at arms length basis.

2. Details of contracts or arrangements or transactions at Arms length basis –

There were no material contracts or arrangements or transactions for the year ended 31st March, 2025, as per the provisions of the Companies Act, 2013. Thus, this disclosure is not applicable.