Subhash Silk Mills Ltd

Dear Members,

The Board of Directors hereby submits 54^th Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS OF PERFORMANCE:

The financial performance of the Company is summarized as under:

2. AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has not transferred any amount to its reserves except for transfer of current year's profits to Other Equity as per notes to Financial Statements during the financial year under review.

3. PERFORMANCE REVIEW:

The Company's total income increased to Rs. 2,87,77,569/- from Rs. 2,57,95,584/- in previous year, and the Company has earned net profit after taxes of Rs. 46,23,926/- as compared to Rs. 14,13,779/- in the previous year. The profits has increased due to reduction in expenses of the Company. Your Company was unable to make any sale of

Readymade Garment during the financial year under review. Thus, there was no revenue from its operational activities. Your Directors are hopeful that the results will be more encouraging in current financial year.

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, 2024.

5. CHANGES IN THE NATURE OF BUSINESS:

There were no changes in nature of business during Financial Year ended March 31, 2024.

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

There were no significance and material orders passed by regulators or courts or tribunals impacting the going concern status and company's operations in future. There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2024 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, 2024.

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 Company's website www.subhashsilkmills.com. The Company has formulated risk management policy and it regularly assesses the risk involved in its business.

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

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 company's website www.subhashsilkmills.com

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 Company's 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 company's 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.

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.

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

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.

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, 2024.

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.

Following changes took place in the composition of Directors of the Company during the Financial Year ended March 31, 2024: a. Re-appointment of Ms. Nameeta Subhas Mehta (DIN 01874270) as Director who was liable to retire by rotation, by the Company at the Annual General Meeting held on September 29, 2023 as per Section 152(6) of the Companies Act 2013;

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

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.

Mr. Lav Kumar Vadehra, aged 79 years. He is a Graduate in Science and Foreign Trade. He worked in senior positions for the State Trading Corporation in New Delhi, New York and Mumbai for 12 years, eventually leaving to start his own pharma-chemical manufacturing and trading business. He has over 40 years' experience.

Mr. Anant Singhania, aged 48 years is a fifth generation industrialist of the illustrious Singhania Family. He has extensive experience in Corporate Governance and Business Management and has been on various executive committees including the Indo-Italian Chamber of Commerce and the Indian Merchants Chamber. His Governance and Management skills will be looked upon by the Board of Directors.

The Company has appointed following 2 individuals as Additional Non-Executive Independent Directors on the Board of the Company as on August 14, 2024, who are also recommended for appointment as Directors under Section 152, 161 of the Companies Act

2013 and Rules made thereunder at the ensuing 54^th Annual General Meeting and their brief profile is mentioned under Annexure to item 3 & 4 of the Notice of ensuing 54^th Annual General Meeting.

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 Board's 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.

During the Financial Year under review, the Board of Directors met four (4) times on 30^th

May, 2023, 12^th August 2023, 14^th November 2023 and 14^th February 2024. 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 is given below:

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,

2023, 5^th August 2023, 7^th November 2023 and 2^nd February 2024. i. Brief Description of Terms of reference:

The terms of reference stipulated by the Board to the Audit Committee are as follows: a. Review of Company's 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 Director's Responsibility Statement to be included in Board's 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 auditor's 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.

P = Present A = Absent NA = Not Applicable

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 5^th August 2023.

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 Company's 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.

P = Present A = Absent

The Stakeholder Relationship Committee consisted of 2 (two) members. During the Financial Year, the members of Stakeholder Relationship Committee met four (4) times 22^th May 2023, 5^th August 2023, 07^th November 2023 and 2^nd February 2024.

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.

P = Present A = Absent NA = Not Applicable

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 2023-24. 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 2023-24.

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 2023-24 pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

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.

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 fee of Rs. 10,000/- each 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.

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. Further the Company has received eligibility letter from M/s. Govind Prasad & Co., to consider their continuity 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.

The Auditor's Report for the financial year ended March 31, 2024, issued by the Statutory Auditors does not contain any qualification, reservation, adverse remark or disclaimer.

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 had appointed KNK & Co. LLP, Firm of Company Secretaries which is peer reviewed to undertake the Secretarial Audit of the Company for FY 2023-24. The Secretarial Audit Report in Form No. MR-3 for the year ended March 31, 2024 is annexed as Annexure A.

Qualifications in the Secretarial Audit Report: a. The Company has filed forms as required under the various provisions of the Companies Act 2013 and Rules made thereunder. However one form MGT-14 was not filed within the prescribed timelines under the said Act and/or Rules.

Management Response to Qualification in Secretarial Audit Report: a. One of the MGT-14 was filed after the due date and respective additional penalty has been paid on the same, the delay in filing was not malafide or intentional. As the Company Secretary was on leave during the deadline of the form, the Company could not file the said MGT-14 within prescribed timelines.

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.

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

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".

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.

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 arm's 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.

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.

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.

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 Company's 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.

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 2023-24.

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

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

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

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 2023-24.

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

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.

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.

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.