Sybly Industries Ltd

Dear Shareholders,

Your Directors are pleased to present the 36^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, 2024.

FINANCIAL RESULTS

The standalone financial performance of the Company for the financial Year ended 31^st March, 2024 is as follows.

FINANCIAL HIGHLIGHTS

During the period under review revenue of the Company decreased from Rs.78.81 Lakh to Rs.3.41 Lakh i.e. decrease of 95.67%. Further, the Net Loss after Tax increased to Rs -352.24 Lakh from Rs. -222.37 Lakh i.e. decreased around 58.40%. .

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.

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.

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.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company as on March 31, 2024 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.

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-?-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.

Your Company is managed and controlled by a Board comprising an optimum blend of Executives and Non-Executive Professional Directors as on March 31, 2024. The Board of Directors consists of four (4) Directors including One (1) Managing Director, One (1) Non-executive Director, Two (2) Non-executive Independent Directors [including One (1) Non-executive & Independent Woman Director] and One (1) Company Secretary and Chief Financial Officer. 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.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 4 times during the financial year from 1^st April, 2023 to 31^st March, 2024. The mandatory gap between two meetings is less than 120 days. The dates on which the Meeting was held are as follows:

30^th May, 2023, 14^th August, 2023, 10^th November, 2023 & 13^th February, 2024.

a) APPOINTMENT/ REAPPOINTMENT/ CESSATION OF DIRECTORS

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 As per the provisions of the Companies Act, 2013, Mr. Umesh retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for approval of the members in the forthcoming Annual General Meeting.

b) KEY MANAGERIAL PERSONNEL

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

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.

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.

As per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR)

Regulation, 2015, the Company's 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:

* Resignation as Chairman of Audit Committee w.e.f. 06.08.2024 **Resignation as Member of Audit Committee w.e.f. 12.08.2024 *** Resignation as Member of Audit Committee w.e.f. 12.08.2024 ****Appointment as Chairman of Audit Committee w.e.f. 06.08.2024 ***** Appointment as Member of Audit Committee w.e.f. 06.08.2024 ******Appointment as Member of Audit Committee w.e.f. 06.08.2024

Meetings of the Committee:

The committee met 4 times during the Financial year 2023-2024:

1. 29/05/2023

2. 12/08/2023

3. 10/11/2023

4. 12/02/2024

As per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR)

Regulation, 2015, the Company's Nomination and Remuneration Committee comprise of three Non-Executive 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:

* Resignation as Chairman of Nomination and Remuneration Committee w.e.f. 06.08.2024 **Resignation as Member of Nomination and Remuneration Committee w.e.f. 12.08.2024 *** Resignation as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024 ****Appointment as Chairman of Nomination and Remuneration Committee w.e.f. 06.08.2024 ***** Appointment as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024 ******Appointment as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024

Meetings of the Committee:

The Committee met 1 time during the Financial Year- 2023-24 dated on 10/08/2023.

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.

* Resignation as Chairman of Nomination and Remuneration Committee w.e.f. 06.08.2024 **Resignation as Member of Nomination and Remuneration Committee w.e.f. 12.08.2024 *** Resignation as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024 ****Appointment as Chairman of Nomination and Remuneration Committee w.e.f. 06.08.2024 ***** Appointment as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024 ******Appointment as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024

Meetings of the Committee:

The Committee met 1 time on 12/08/2023, during the F.Y.-2023-24.

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.

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.

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

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.

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, 2024.

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 company's 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.

During the F.Y. 2023-2024 your company does not have any unlisted/listed subsidiary company or Joint Ventures or any Associate Companies. Therefore, AOC-1 is not applicable

(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.

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.

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.

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

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.

In view of the losses incurred by your Company, your board does not recommend any dividend for the financial year 2023-2024.

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

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.

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.

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, 2024, but there is an outstanding loan of Rs. 14,45,446.87/- not including interest from the Promoter-Directors of the Company and Corporate Deposit of Rs. 5,46,39,532/- 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.

The shareholders of the Company at AGM held on September 30, 2022 had appointed M/s. V.S. Gupta & Co., Chartered Accountants, having FRN No. 00724C ("the Auditors"), as the Statutory Auditors of the Company for an initial term of 5 years.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

During the year under review, the Audit Committee reviewed the independency, objectivity of the Auditors and the effectiveness of the audit process. The Auditors attended the Annual General Meeting of the Company held during the year under review

The Auditor Report for the financial year ended March 31^st, 2024. There is no adverse qualification/remark in the Auditor's Report.

The Board had appointed M/s. Sonia Rani & Associates (CP No. 3599), Practicing Company Secretaries, to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31^st, 2024. The Secretarial Audit Report for the financial year ended March 31^st, 2024 has been obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for financial year ended March 31^st, 2024 is annexed to this report as Annexure ‘B'.

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.

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.

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.

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 Company's website at:

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.

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.

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.

As on March 31, 2024, 99.86 % of the Company's total equity paid up capital representing 91,44,457 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.

None of the Directors of your Company is disqualified for the financial year 2023-24 as per the provisions of Section 164 and 167 of the Companies Act, 2013 Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

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.

As Per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of Sub Regulation (2) of regulation 46 and Para C, D and E of Schedule V not apply to Company having Paid up Equity Share Capital not Exceeding Rupees Ten Crore and Net Worth not exceeding Twenty-Five Crore as on the last day of previous financial year. The Company is covered under the Limit as Prescribed in regulation 15(2) of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, therefore Company in not required to comply with said provisions.

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.

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.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

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.

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

The Board of Directors acknowledges with gratitude the co-operation extended by the Company's 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 Company's employees at all levels.