డైరెక్టర్ల నివేదిక Eastern Silk Industries Ltd.

Your Directors have pleasure in presenting their 80^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

? In Lakhs

2. PERFORMANCE HIGHLIGHTS

¦ Standalone income, comprising Revenue from Operations and other income, for the FY 202526 was ? 2581.10 Lakhs.

¦ Standalone Profit before Tax for the FY 2025-26 was ^ (709.60) Lakhs.

¦ Standalone Profit after Tax for the FY 2025-26 was ^ (1360.24) Lakhs.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company is engaged in the business of manufacturing and selling of Textiles under the brand name "Eastern". There has been no change in the Nature of the Company''s Business during the reported Financial Year 2025-2026.

DIVIDEND

As the company retained the earnings for investment in future projects, the directors have not recommend any dividend for the financial year 2025-26.

RESERVES & SURLPUS

The Company has ? 3482.50 Lakhs in the Reserves and Surplus for the Financial Year ended 2025-26. . The closing balance of the retained earnings of your Company for FY 2025-26, after all appropriations and adjustments, was ? 11420.97.

6. SHARE CAPITAL

The authorized equity share capital of Company is ? 30,00,00,000/- (? Thirty Crore Only) divided in to 15,00,00,000 [ Fifteen Crore] Equity Shares of ? 2/- each and the paid-up equity share capital of your Company is ? 100,00,000/- (One Crore Only).

## During the Year, Company issued 50,00,000 Equity Shares of ? 2/- each on April 03, 2025, by way of preferential issue as per approved Resolution Plan By Hon''ble NCLT, Kolkata Bench. Paid Up capital after such Issue was ? 10,000,000/-. The in principle approval of NSE was granted by NSE on March 07, 2025 and listing approval was granted by NSE on August 13, 2025.

OFFER FOR SALE

Company was further required to achieve the Minimum Public Shareholding [MPS] OF 5% pursuant to proviso to Rule 19A(5) of the SCRR and Regulation 38 of the Sebi (LODR) Regulations, 2015 , to achieve the MPS, Promoters of Company, i.e. Baumann Dekor Private Limited sold 2,50,000 equity shares representing 5% of the paid up share capital of the company through OFS (Offer for sale) on NSE on July 29, 2025 and July 30, 2025. Post Conclusion of OFS, Company achieved the MPS [Minimum Public Shareholding] of 5% in compliance with Rule 19A(5) of the SCRR and Regulation 38 of the Sebi (LODR) Regulations, 2015. Company further came out with second OFS [Offer for Sale] for sale of 2,50,000 Equity Shares on March 18 and March 19, 2026 to achieve the MPS of 10% in compliance with Rule 19A(5) of the SCRR and Regulation 38 of the Sebi (LODR) Regulations, 2015. Post Offer for sale concluded on March 19, 2026, Total 1,38,660 equity shares were sold, Promoter and Public shareholding as on march 31, 2026 stood as follows:-

Further Company sold 1,11,340 Equity shares in open market on April 06, 2026 as permitted under Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism Vide Circular No. SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10 dated January 10, 2023.

After such sale of shares, Promoter shareholding stood at 90% and Public shareholding stood at 10% of Total Shareholding.

DEPOSITORY SYSTEM & DEMATERIALISATION OF SHARES

As the Members are aware, your Company''s shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE962C01035.

As on 31^st March, 2026, all Equity Shares of the Company are held in dematerialized form

COMPANY''S WEBSITE

The website of your Company i.e. WWW.EASTERNSILK.COM displays the Company''s businesses upfront on the home page. The site carries a comprehensive database of information of all the products and services offered by the Company including other information for investors like the Financial Results of your Company, Shareholding Pattern, Director''s & Senior Management personnel''s profile, details of Board Committees, Corporate Policies and business activities of your Company.

All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 (hereinafter referred as "the Act") and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "SEBI LODR Regulations") has been uploaded on the website. The Company does not have any Equity shares lying in the Suspense Account.

CREDIT RATING

During the year under review, your Company has no outstanding instruments for which the credit rating needs to be obtained.

PUBLIC DEPOSITS

During the year, Company has not accepted or renewed any public deposits from the public in terms of the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013, and the rules made thereunder hence information regarding outstanding deposits is not required.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2026 your Company does not have any Subsidiary, Joint Ventures and Associate Companies. Hence submission of details in Form AOC-1 is not applicable to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2026, your Company''s Board had 6 members comprising of Three Non-Executive Independent Director, One Non-Executive Non-Independent Promoter Director, Two Executive Non-Independent Director.

The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company''s business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

COMPOSITION OF THE BOARD:

RE-APPOINTMENT OF DIRECTOR(S) RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ramesh C Reddappa, Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself to be re-appointed as Director of the Company. The Board recommends the re-appointment of Mr. Ramesh Chandragiri Reddappa (DIN: 10535137) as Director of the Company, liable to retire by rotation.

DECLARATION FROM INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.They have also confirmed that they meet the requirements of ''Independent Director'' as mentioned under Regulation 16(1)(b) of the SEBI LODR Regulations.

Further, all the Independent Directors have affirmed that they have adhered and complied with the Company''s Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

Further, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

It may be noted that all the Independent Directors on the Board of the Company as on March 31, 2025 have been registered in the data bank of Independent Directors as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,2014.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity and are independent of management.

COMMITTEES OF BOARD

The Board Committees play a vital role in strengthening the Corporate Governance practices of the Company and focus effectively on the issues and ensure expedient resolution of the diverse matte? The Committees also make specific recommendations to the Board on various matters as and when required. All observations, recommendations and decisions of the Committees are placed before the Board for information, noting or approval. As on March 31, 2025, the following Committees have been constituted in terms of the Act and the SEBI LODR Regulations.

A. AUDIT COMMITTEE

The composition of the Audit Committee has been precisely structured to align with the requirements outlined in Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee collectively possess substantial financial and accounting expertise, ensuring a high level of proficiency within the committee. The committee is comprised of 3 members, and the Company Secretary is the Secretary of the committee. The detail of the composition of the Audit Committee along with their meetings held/ attended is as follows:

The detailed composition of the members of the Audit Committee at present is given below:

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possess sound knowledge/expertise/exposure. The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the Nomination & Remuneration Committee along with their meetings held/ attended are as follows:

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Company''s transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints. The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the said Committee along with their meetings held/ attended is as follows: -

MEETINGS

a. MEETINGS OF THE BOARD:

During the year under review 12 (Twelve) Board meetings were convened and held respectively on the following dates: April 03, 2025, June 30, 2025, July 25, 2025, August 14, 2025, August 30, 2025, November 05, 2025, November 14, 2025, December 04, 2025, December 27, 2025, January 24, 2026, February 14, 2026, March 23, 2026 . The maximum time gap between any two consecutive meetings did not exceed 120 (One Hundred Twenty) days.

The names of the Directors, their attendance at Board Meetings during the year, attendance at the last AGM and the status of attendance of Board Meeting and AGM by each of Director is as follows:

INDEPENDENT DIRECTORS’ MEETING

As stipulated by the Code of Independent Directors under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a Separate Meeting of the Independent Directors of the Company was held on February 14, 2026, to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified under the Act and the Regulations and are independent of the management.

BOARD FAMILIARISATION AND TRAINING PROGRAMME

The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, key trends and risk universe applicable to the Company''s business. These updates help the Directors to keep abreast of key changes and their impact on the Company. An annual strategy retreat is conducted by the Company where the Board provides its inputs on the business strategy and long- term sustainable growth for the Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors'' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of the Company and link for the same is given in "Annexure-1" of this report. The Remuneration Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Director Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

BOARD DIVERSITY

Your Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Director. The said Policy is available on your Company''s website and link for the same is given in "Annexure-1" of this report.

SUCCESSION PLAN

The Nomination and Remuneration Committee works with the Board on succession plan to ensure orderly succession in appointments to the Board and in the senior management. The Company strives to maintain an appropriate balance of skills and experience within the Board of Directors and the organization to introduce new perspectives while maintaining experience and continuity

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in "Annexure-1" to this report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

The business responsibility & sustainability report framework as specified in Regulation 34 of SEBI (LODR) Regulations, 2015 is applicable on the top one thousand listed entities based on market capitalization, Since your company is out of the aforesaid criteria, therefore Company is not required to enclose the business responsibility & sustainability report as part of Annual Report.

COST RECORDS AND COST AUDITORS

The provisions of the Cost Audit were not applicable to the Company during the year under report. The Company has duly maintained cost records in terms of applicable provisions of law.

AUDITOR''S REPORT AND REPORTING OF FRAUDS BY AUDITORS

The observations, if any, made by the Statutory Auditors in their Audit Report together with the notes to accounts, as appended thereto are self-explanatory and hence does not call for any further explanation. The Auditor''s Report does not contain any qualification, reservation, adverse remark, or disclaimer. During the Financial Year 2025-26, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013. During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company''s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company''s shares by Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading! dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company''s website and link for the same is given in Annexure -1 of this report.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature 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 your Company under any scheme. 3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the Going concern status and your Company''s operation in future. 4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription! purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act). 5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016. 6. One time settlement of loan obtained from the Banks or Financial Institutions. 7. Revision of financial statements and Director''s Report of your Company.

BOARD EVALUATION

The Nomination and Remuneration Committee (NRC) has devised criteria for evaluation of the performance of the Board as a whole, various committees, chairperson and individual Director. The recommendations arising from the evaluation process were discussed at the Independent Directors'' meeting held on February 14, 2026 and also at the NRC meeting and Board meeting held on February 14,

2026. The suggestions were considered by the Board to optimise the effectiveness and functioning of the Board and its committees.

STATUTORY AUDITORS

The Statutory Auditors, M/s B.K. Shroff & Co., Chartered Accountants, were re-appointed as the statutory Auditors of the Company in the AGM held on July 15, 2022 for a term of 5 years till March 31, 2027. However Statutory Auditors, M/s B.K. Shroff & Co, Chartered Accountants, resigned as Statutory Auditors of the company with effect from June 18, 2026.

On the recommendation of Audit Committee, Board of Directors at their meeting held on July 07, 2026 have appointed M/s Vyas & Vyas, Chartered Accountants (Firm registration No: 000590C) as the Statutory Auditors of the Company with effect from July 07, 2026 till the conclusion of 80^th Annual General Meeting of the Company to fill the casual vacancy caused by the resignation of M/s B K Shroff & Co., Chartered Accountants, subject to the approval of the members in the ensuing 80^th AGM of the Company.

Further, on the recommendation of Audit Committee, Board of Directors have recommended for appointment of M/s Vyas & Vyas, Chartered Accountants (Firm registration No: 000590C) as the Statutory Auditors of the Company for a term of five years to hold office from the conclusion of the 80^th AGM of the Company to the conclusion of 85^th AGM of the Company to be held in the year 2031 and placed the requisite resolutions in the notice of the ensuing 80^th AGM of the Company for member''s approval. Statutory Auditors M/s Vyas & Vyas, Chartered Accountants (Firm registration No: 000590C) have confirmed their eligibility and willingness for their appointment as per the provisions of section 141 of the Companies Act, 2013 and relevant rules framed thereunder. As per the provisions of SEBI (LODR) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Further for the F.y. ended March 31, 2026, the notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There is no qualification, reservation, adverse remark or disclaimer by the auditors in their report

INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013 and Rule 13 of Company (Accounts) Rules, 2013, the Company appointed Mr. Dilip Shah, Chartered Accountant as Internal Auditor to conduct the internal audit of the company for the Period 2025-2026. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and corrective steps are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

VIGIL MECHANISM

Pursuant to Regulation 15 of the SEBI (LODR) Regulations, 2015, which states that Regulation 22 of the SEBI(LODR) Regulations, 2015, is not applicable to the Company. However, pursuant to Section 17 / (9) of the Companies Act, 2013, read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, your Company has established a vigil mechanism. Further, Whistle Blower & Vigil Mechanism Policy as required has been uploaded on the website of the Company at www.easternsilk.com

RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Management Policy which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the Policy.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company - https://www.easternsilk.com

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, if any affecting the financial position of the Company which have been occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

According to Section 134 (5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguard 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 information. The Company has a well placed internal financial control system, which ensures the all assets are safeguarded, and protected and that the transactions are authorized, recorded and reported correctly. The Company''s Internal Financial Control System also comprises of due compliances with Company''s policies and Standard Operating Procedures (SOPs) . During the year such controls were tested with reference to financial statements and no material weakness in the formulation or operations were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements. . However, the company has not made Investment through more than two layers of investment Companies in accordance with Section 186 of the Act. Further the Company has not given any guarantee or security to any person or body corporate.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the Financial Year 2025-26 were on Arm''s Length Basis and were in the Ordinary Course of business. There were no materially significant Related

Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure II" to the Board report.

PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). During FY 2025-26, there was no such employee in the Company who employed throughout the year and was in receipt of remuneration of not less than one crore and two lakh rupees or not less than eight lakh and fifty thousand rupees per month if employed for a part of the financial year.

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Directors'' Report as ''Annexure III''.

Further, a statement containing details of top ten employees in terms of the remuneration drawn and other specified employees as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Directors'' Report. In terms of the provisions of section 136 of the Act, the report is being sent to the members excluding the aforesaid statement. This statement will be made available by email to members of the Company seeking such information. The members can send an email to [email protected].

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s H Nitin & Associates, Practicing Company Secretary has been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure to this report.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. Your Company has implemented all the stipulations enshrined in the Listing Regulations, 2015, and the requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Regulation 27 of the Listing Regulations, 2015 forms part of this Report . The requisite Certificate from M/s. H Nitin & Associates, Company Secretary in Practice, confirming compliance with the conditions of Corporate Governance stipulated under Regulation 27 of the Listing Regulations, 2015 is annexed to the Report on Corporate Governance, which forms part of this Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACTS, 2013

Your Company is committed to provide a good work environment which ensures that every women employee is treated with dignity, respect and equality. There is zero tolerance towards sexual harassment invites serious disciplinary action. The Directors state that during the year under review, company has not

received any complaint of harassment under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further as required under clause (x) of Rule 8 of The Companies (Accounts) Rules, 2014, Company had duly constituted the Internal Complaints Committee under the Sexual Harassment of Women at W orkplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH MATERNITY BENEFIT ACT 1961

As required under clause (xiii) of Rule 8 of The Companies (Accounts) Rules, 2014, it is stated that in Financial Year 2025-26, there was no female employee in employment who was entitled for maternity benefit under maternity benefit act 1961 and further company has not received any claim for maternity benefit in the aforesaid period. Company has complied and is committed to comply with all applicable labour legislations.

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

Particulars with respect to Conservation of Energy:

a. Steps taken or impact on Conservation of energy-

The power consumption of the Company as a percentage of the total turnover comes to negligible percent. The efforts of the Company are aimed to minimize energy consumption in spite of the rapid increase in operations of the Company.

b. Steps taken for utilizing alternate sources of energy:

As the energy consumption to total turnover is very minimal, use of alternate source of energy is presently not required. During the year, the Company reported a rise in renewal energy use and reduction in specific energy consumption v/s production.

c. Capital investment on energy conservation equipment:

As the energy consumption to total turnover is very minimal, investment in Energy Conservation Equipment is presently not required.

(Il) Particulars with respect to Technology Absorption:

a. Efforts made- The Company has always been aware of the latest technological developments and adapted them to make products more cost effective and to attain high levels of quality.

b. Benefits derived- The benefits derived by the Company for such adaptation have been evident in reducing cost, improving packaging, upgrading existing products and developing new products. Thus, it helped the Company to satisfy consumer needs and business requirements.

c. Imported technology-Technology imported: None Year of import: Not applicable

Has technology been fully absorbed: Not applicable

d. Research & Development:

The Company is planning to have R&D unit in near future currently there is no expenditure were incurred by the Company on the same.

(Ill) Foreign Exchange Earnings and Outgo:

During the Financial Year 2025-2026, particulars regarding Foreign Exchange Earnings and Outgo, as required by the Companies (Accounts) Rules, 2014 are as follows:

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Provisions of Corporate Social Responsibility as stipulated under Companies Act 2013 is not applicable for the year ended March 31, 2026.

MANAGEMENT DISCUSSIONS AND ANALYSIS

As required under the Listing Regulation, Management Discussion and Analysis Report is presented in Annexure and forms an integral part of the Directors'' Report.

HUMAN RESOURCES

Our employees are our core resources and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; Our Company makes all efforts on training. Qur Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "Great People create Great Organization" has been at the core of the Company''s approach to its people.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors based on the representations received from the operating management and after due inquiry confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation n relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LISTING WITH STOCK EXCHANGES

The Company''s equity shares are listed on SME platform of National Stock Exchange of India Limited with Symbol Deltic. The Company is regular in payment of Annual Listing Fees. The Company has already paid the Listing Fees for the year 2025-26.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has duly followed the applicable Secretarial standards, SS-1 & SS-2 relating to Meeting of the Board of Directors and General Meeting respectively.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the support and co-operation received from the Government Departments, Bankers, Customers, Investors, Stakeholders and all others with whose help, cooperation and hard work the Company is able to achieve the results.

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) AND APPROVAL
OF THE RESOLUTION PLAN:

The Hon''ble Adjudicating Authority, i.e., National Company Law Tribunal, Kolkata Bench, admitted the
Company Petition i.e. C.P. No. (IB) No.588/KB/2020 on 10.06.2022, filed by the Financial Creditor,
Export-Import Bank of India initiating Corporate Insolvency Resolution Process (“CIRP”) under
Insolvency & Bankruptcy Code, 2016 (hereinafter referred to as “Code”) in the matter of M/s. Eastern
Silk Industries Ltd. The Adjudicating Authority appointed Mr. Anil Agarwal as Interim Resolution
Professional (IRP) vide its said order dated 10.06.2022.

The Committee of Creditors (“CoC”) in its first meeting held on 08.07.2022 approved the appointment
of Mr. Anil Kohli as Resolution Professional (“RP”). Thereupon, the CoC filed before Hon''ble NCLT an
application for the appointment of Mr. Anil Kohli as Resolution Professional in the captioned matter.
Subsequently, the Hon''ble NCLT allowed the application and appointed Mr. Anil Kohli as Resolution
Professional in this matter vide its Order dated 29.07.2022 (copy of the same was received on
04.08.2022).

The CIRP is being carried out by the Resolution Professional as per the provisions of the Code and
during CIRP, the resolution plan, as submitted by Mr. Ajay Bikram Singh through Baumann Dekor
Private Limited (SRA-Successful Resolution Applicant), in terms of the applicable provisions of the
Code, was approved by the CoC in its 11^th Meeting held on March 03, 2023.

After approval of the resolution plan from the CoC, the Resolution Professional filed the CoC approved
Resolution Plan with Hon''ble National Company Law Tribunal, Kolkata Bench on 09.03.2023 and the
same was approved by the Hon''ble National Company Law Tribunal, Kolkata Bench vide its order dated
31.01.2024.

Pursuant to the approval of the plan and for the purpose of its implementation, a monitoring committee
was constituted in terms of the approved Resolution Plan, and post constitution, the monitoring
committee, in terms of the approved Resolution Plan, reconstituted the Board of the Company, thereby
appointing a new Board of Directors of the Company along with the removal/vacation of the existing
Board of Directors.

In accordance with the provisions of the Code and the NCLT order, the approved resolution plan is
binding on the Company and its employees, members, creditors, guarantors and other stakeholders
involved.

Members may kindly note that the Directors of the Reconstituted Board (“Directors”) were not in office
for the majority of the period to which this report primarily pertains. During the CIRP Process (i.e.
between 10^th June 2022 to 31^st January 2024), the RP was entrusted with the management of the affairs
of the Company. Prior to the Insolvency Commencement Date, the erstwhile Board of Directors had the
oversight on the management of the affairs of the Company. The Reconstituted Board is submitting this
report in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed
there under (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015 (“Listing Regulations”). The Reconstituted Board is not to be
considered responsible to discharge fiduciary duties with respect to the oversight on financial and
operational health of the Company and performance of the management for the period prior to the
Reconstruction of the Board.

Pursuant to the NCLT Order, a New Board was first constituted on March 11, 2024 (“Reconstituted
Board” or “Board”) and a new management was put in place. Details about the change in management
is provided in the relevant section of this report.

Members are requested to read this report in light of the fact as stated above.

During the period through 1^st April 2023 to 10^h March 2024:

(a) the management of the affairs of the company vested with the Resolution Professional.

(b) the powers of the then Board of Directors of the Company stood suspended and were exercised
by the Resolution Professional.

(c) the Resolution Professional was responsible for complying with the requirements under any law for
the time being in force.

During the period through 11^th March 2024 to 31^st March 2024 and thereafter:

New Board was reconstituted on 11th March 2024 with the following new directors, namely, Mr. Ajay
Bikram Singh, Mr. Sunil Kumar, Mr. Ramesh Chandragiri Reddappa, Mr. Deepak Kumar Gupta, Mr.
Praveen Kumar Agarwal and Mrs. Jyothi Thomas

It is pertinent to mention here that as at the end of the period under review i.e. March 31, 2024, the
Resolution Plan, as approved by the Hon''ble NCLT, Kolkata Bench vide its order dated 31.01.2024,
was under implementation in supervision of the Monitoring Committee.

1. FINANCIAL RESULTS/HIGHLIGHTS

Highlights of Financial Results for the year are as under:

2. PERFORMANCE REVIEW

Highlights of performance during the financial year 2023-24 are:

Total Revenue from Operation of the Company is 1,891.98 Lacs as against ?. 3,801.29 Lacs in the previous year.
Operating Profit / (Loss) is ? (1,186.42) Lacs as against f (1,443.42) Lacs in the previous year.

Profit/(Loss) before taxation is ^(1,186.42) Lacs for the year as against the profit/ (Loss) of ? (1,443.42) Lacs in the
previous year.

Profit/(Loss) after Tax is ? (1,230.42) Lacs as against the Profit/ (Loss) of ? (1,443.43) Lacs in the previous year.

Performance of the Company during the year under review showed decrease in the sales due to the non-supportive
market conditions and changing customer preferences and initiation of CIRP which affected the marketability of
Company''s products.

A detailed review of the operations of the Company for the Financial Year ended 31^st March, 2024 is given in the
Management Discussion and Analysis Report, which forms a part of this report.

3. STATUS OF CORPORATE INSOLVENCY RESOLUTION PROCESS UNDER the IBC CODE The Corporate
Insolvency Resolution Process (“CIRP”) against Eastern Silk Industries Limited (“Company/ Corporate Debtor”) was
initiated by the Hon''ble National Company Law Tribunal, Principal Bench at Kolkata (“Adjudicating Authority”) under
Section 7 of the IBC Code vide its order dated 10^th June 2022. The Adjudicating Authority vide order of the same date
appointed Mr. CA Anil Agarwal IP Registration No. IBBI/IPA-001/IPP00270/2017-2018/10514 as the Resolution
Professional (“IRP”) to conduct the CIRP of the Corporate Debtor. Later, in the first CoC Meeting of the Corporate Debtor
held on 8th July 2022, Mr. Anil Kohli was appointed as the Resolution Professional (“RP”) to run the CIRP of the Corporate
Debtor.

Resolution Professional issued invitation for Expression of Interest (hereinafter referred as "EOI”) in FORM G on August
24, 2022 in compliance with Regulation 36A of CIRP Regulations, 2016 in the newspaper in English and one in Hindi
language and other in Kannda language for the submission of a resolution plan in accordance with the provision of the
Code.

As per the published FORM G, the last date for submission of EOI was stipulated as September 9, 2022, and last date
stipulated for submission of resolution plan was October 31, 2022. The Resolution Professional received three

Resolution Plans which were opened in presence of the COC Members in its 6th CoC Meeting held on November 03,
2022.

The RP with the approval of committee of creditors of the Company filed an application before the Hon''ble NCLT, Kolkata
seeking an extension of the period of Corporate Insolvency Resolution Process (CIRP) of the Company by Ninety (90)
days in terms of section 12(2) of the insolvency and Bankruptcy code 2016. The Hon''ble NCLT Kolkata had granted an
extension of the CIRP Period of the Company by a further period of Ninety (90) days with effect from December 7, 2022
vide its order dated January 30,2023.

All 3 (three) Resolution Plans were put to vote before the CoC members for their consideration, out of which the Resolution
Plan submitted by Baumann Dekor Private Limited through Mr. Ajay Bikram Singh was approved by the CoC in its 11^th
meeting held on March 03, 2023 with 88.30% of voting shares.

Subsequently, on March 09, 2023 the Application for Approval of Resolution Plan under section 30(6) and section 31 (1)
of the Code read with regulation 39 of IBBI (Insolvency Resolution Process for Corporate Person) Regulation, 2016 was
filed by the Resolution Professional with Hon''able National Company Law Tribunal (NCLT) Kolkata for its approval.

The NCLT, Kolkata Bench approved the Resolution Plan submitted by Baumann Dekor Private Limited through Mr. Ajay
Bikram Singh on 31st January, 2024 (“IBC/NCLT Order”). Pursuant to the Resolution Plan, as approved by the Hon''ble
NCLT vide its order dated 31^st January 2024, the Monitoring Committee was constituted for the proper implementation of
the Approved Resolution Plan of M/s Baumann Dekor Private Limited.

In terms of the approved Resolution Plan, a new Board was constituted in the current financial year i.e. on 11^th March,
2024 (“Reconstituted Board” or “Board”) and a new management was put in place who, till the implementation of the
Resolution Plan, will function under the supervision of the Monitoring Committee.

Furthermore, it is pertinent to mention here that in accordance with the provisions of the Code and the NCLT order, the
approved resolution plan is binding on the Company and its employees, members, creditors, guarantors and other
stakeholders involved.

4. DIVIDEND

As the Company has incurred losses during the period under review, the Board of Directors does not recommend any
dividend on Equity Shares for the financial year ended on 31^st March 2024.

5. TRANSFER TO RESERVES

During the year under review, the Company has transferred an amount equivalent to Rs. 7 11,793.06 lacs in capital
reserve Account. Except the said amount no other amount has been transferred to reserves.

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

As specified herein above in the report the Hon''ble National Company Law Tribunal (NCLT), vide its order dated 31^st
January, 2024 approved the Resolution Plan duly submitted by M/s Baumann Dekor Private Limited through Mr. Ajay
Bikram Singh and in terms of the approved Resolution Plan, a monitoring committee was constituted to monitor and
oversee the implementation of the approved Resolution Plan.

The Resolution Plan shall be implemented within a time period of 18 months from the date of its approval,i.e., up to 31^st
July, 2025.

Furthermore, in terms of the approved Resolution Plan, following events/material changes have occurred from the closure
of the Financial Year March 31,2024 till the date of this report-

1. Entire paid-up equity share capital of the Company as stood on March 31,2024 was extinguished without any
act and further deeds.

2. Following the extinguishment of the 100% paid-up equity share capital of the Company, new 50,00,000 equity
shares of Rs. 2/- each were issued to the new Successful Resolution Applicant and persons nominated by the
Successful Resolution Applicant.

3. Following the allotment of new equity share capital to the Successful Resolution Applicant, the new Promoter,
for the purpose of complying with the applicable requirement of Listing Regulations,diluted 5%of its
shareholding, through an Offer For Sale (OFS) to the public shareholders.

4. After closure of the Financial Year 2023-24 and up to the date of this report, in terms of the Aapproved Resolution
Plan, the Successful Resolution Applicant has made the complete payment, as stipulated in the Plan, to all the
stakeholders i.e. Financial Creditors, Operational Creditors and/or Government authorities/department(s).

5. In terms of the approved Resolution Plan, the successful Resolution Applicant has passed/shall pass the
necessary adjustment entries in the books of accounts of the company, pertaining to the writing off the pre-
CIRP liabilities/debt of the Corporate Debtor.

6. In addition to above, the Successful Resolution Applicant also passed the necessary entries, post the closure
of the financial year till the date of this report, in its books of accounts for giving effect of the Resolution Plan to
various assets and liabilities of the company.

7. CHANGES IN NATURE OF BUSINESS, IF ANY

The Company is engaged in the manufacture of silk fabrics and made-ups, home furnishings, fashion fabrics, handloom
fabrics, double width fabrics, scarves, laces and belts, and embroidered fabrics. There has been no change in the nature
of business of the company during the year under review and the Company continues to carry on its existing business.

8. CHANGES IN CAPTIAL STRUCTURE

There was no change in the authorised share capital and paid-up share capital of the Company during the year under
review.

During the year under review, the Company has not issued shares with differential voting rights nor granted any stock
options or sweat equity and NONE of the Directors of the Company hold instruments convertible into equity shares of the
Company. However, subsequent to Financial Year ended March 31,2024 to the date of this report:

i. the existing paid-up equity share capital of the Company as stood on March 31,2024 was extinguished without
any act and further deeds.

ii. Following the extinguishment of the 100% paid-up equity share capital of the Company, new 50,00,000 equity
shares of Rs. 2/- each were issued to the new Successful Resolution Applicant and persons nominated by
Successful Resolution Applicant.

iii. Post the allotment of 100% equity share Capital to the new promoter i.e. the Successful Resolution Applicant,
the new Promoter, for the purpose of complying with the applicable requirement of the Listing Regulations diluted
5% of its shareholding, through an Offer For Sale (OFS), to the public shareholders.

9. PUBLIC DEPOSIT SCHEME

During the year, your Company has not accepted any deposits. There are no outstanding deposits as on date.

10. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES COMPANIES AND CONSOLIDATED FINANCIAL
STATEMENTS

The Company neither has any associate and joint venture, nor any subsidiary company (ie) have been liquidated or sold
during the year under review. Accordingly, in terms of section 129(3) of the Companies Act, 2013, the Company is not
required to prepare the consolidated financial statements for the year ended 31^st March, 2024.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As specified hereinabove that the Company was under Corporate Insolvency Resolution Process (CIRP) from June 10,
2022 up to January 31,2024 and in terms of Section 17 of the Insolvency and Bankruptcy Code, 2016, on commencement
of the Corporate Insolvency Resolution Process (CIRP), the powers of the erstwhile Board of Directors of the Company
were suspended and the same are being exercised by Mr. Anil Kohli, Resolution Professional. The management of the
affairs of the Company has been vested with the Interim Resolution Professional/Resolution Professional, as the case
may be, from the initiation of the CIRP, i.e., June 10, 2022 up to January 31,2024, i.e., the date of approval of Resolution
Plan by the Hon''ble NCLT, Kolkata Bench.

Furthermore, after approval of the Resolution Plan by the Hon''ble NCLT, Kolkata Bench, the monitoring committee was
constituted in terms of the approved Resolution Plan and the Monitoring Committee, in its meeting held on March 4, 2024,
further approved the reconstitution of a new Board of Directors, effective from March 11, 2024, thereby appointing new
board, as nominated by the successful Resolution Applicant along with vacation/removal of the erstwhile Board of
Directors of the Company.

Accordingly, as on 31^st March 2024, the board of directors consists of 6 (Six) members, of which 3 (three) were
Independent Directors. The Board also comprises of one woman Independent Director.

Details of Changes in Directors and Key Managerial Personnel during the year are given below:

Induction to the Board

Pursuant to the NCLT order dated January 31, 2024, approving the resolution plan, the Monitoring Committee, in its
meeting held on March 4, 2024, appointed the following individuals as Members of the Board, as additional Director(s),
effective from March 11,2024:

• Mr. Ajay Bikram Singh (DIN: 03096101), Chairman -Non-Executive Director

• Ms. Jyothi Thomas (DIN: 03502492), Non-Executive Independent Director

• Mr. Praveen Kumar Agarwal (DIN: 06992675), Non-Executive Independent Director

• Mr. Deepak Kumar Gupta (DIN: 08578380), Non-Executive Independent Director

• Mr. Sunil Kumar (DIN: 09424480), Executive Director (Whole Time Director)

• Mr. Ramesh Chandragiri Reddappa (DIN: 10535137), Executive Director (Whole Time Director)

Cessation of Directorship

In line with the reconstitution of the Board, pursuant to the NCLT order dated January 31,2024, approving the resolution
plan, the Monitoring Committee, in its meeting held on March 4, 2024, also resolved that the following erstwhile directors
ceased to hold their positions, effective from March 11,2024:

• Mr. Sundeep Shah (DIN: 00484311), Chairman Cum Managing Director

• Ms. Megha Shah (DIN: 07172597), Executive Director

• Mr. Madh Kant Sharma (DIN: 01836989), Non-Executive Independent Director

• Mr. Pankaj Kumar Deorah (DIN: 03426417), Non-Executive Independent Director

• Mr. Abhishek Haralalka (DIN: 08836412), Non-Executive Independent Director

• Mr. Ghanshyam das Harnathka (DIN: 01360829), Non-Executive Independent Director

Key Managerial Personnel

• Mr. Sundeep Shah ceased to be the Managing Director of the company, effective from March 11,2024.

• Mr. Rahul Jaiswal, Company Secretary & Compliance Officer, resigned, effective from March 31,2024.

Information/Details of Changes in Directors and Key Managerial Personnel post the Closure of the Financial year
2023-24 and up to the date of this Report are given below:

In terms of the Approved Resolution Plan, the entire existing equity share capital of the Company was required to be
extinguished along with allotment of 100% new equity shares to the Successful Resolution Applicant (SRA). Keeping in
view of the restructuring of the share capital, the Board of Directors had applied for the extension of the Annual General
Meeting of the Company for a period of 3 months to the Registrar of Companies, Kolkata, which was duly allowed by the
Registrar of the Companies, Kolkata. We would also like to bring to the notice of the prestigious shareholders that the
Company, in terms of the applicable provisions of the Listing Regulations read with the Resolution Plan duly approved the
Hon''ble NCLT, Kolkata Bench vide its order dated 31.01.2024, the Company on October 16, 2024 has applied to the
National Stock Exchange of India for an in-principal approval for the allotment of 100% equity shares to the New SRA and
the persons nominated by the SRA.

It is also pertinent to mention here that the appointments of the new Board of Director(s) by the Monitoring Committee
were as Additional director(s) and in terms of Section 161 of the Act, the tenure of the Additional Director appointed was
up to the date of Annual General Meeting or up to the date when the Annual General Meeting of the Company was required
to be held. As specified above, the Registrar of Companies, Kolkata has extended the date up to December 31,2024 for
holding the Annual General Meeting for the Financial Year 2023-24.

As specified above that the company had filed an application on October 16, 2024 for the in-principal approval for allotment
of equity shares to the new SRA but was unable to get the in-principal approval from National Stock Exchange (NSE) until
December 31,2024. Due to such non availability of the in-principal approval for the allotment of equity shares to the new
SRA and persons nominated by the SRA, the Company was unable to restructure its share capital up to December 31,
2024 which resulted into non-holding of the Annual General Meeting of the Company for the Financial Year 2023-24 by
December 31,2024.

Accordingly, due to above stated unavoidable circumstances, non-holding of Annual General Meeting by 31.12.2024, for
the Financial Year 2023-24, the office of all the Directors of the Company, appointed on 11.03.2024 as above got vacated
in terms of the provisions of Section 161 of the Act. Such a vacation of all members of Board due to applicable provisions
of the law, the monitoring Committee in their meeting held on January 03, 2025 again reappointed the same persons to
the Board of Directors of the Company.

Cessation of Directorship post the closure of Financial Year 2023-24 and till the date of this Report

As briefed hereinabove, non-holding of Annual General Meeting for the Financial Year 2023-24 by December 31, 2024
leads to vacation of office of Board of the Company appointed by the Monitoring Committee w.e.f., March 11,2024. The
details of the Directors whose office were vacated w.e.f. January 01,2025, due to non-holding of Annual General Meeting
by December 31,2024 are provided herein under:-

Re-Induction to the Board post the closure of Financial Year 2023-24 and till the date this Report

As briefed hereinabove, non-holding of Annual General Meeting for the Financial Year 2023-24 by December 31, 2024
leads to vacation of office of Board of the Company appointed by the Monitoring Committee w.e.f., March 11,2024. Due
to such vacation of the Board w.e.f. January 01,2025, the monitoring committee again in their meeting had reconstituted
the board w.e.f. January 03, 2025. The details of the Directors reappointed by the monitoring committee
w.e.f. January 03, 2025, are provided herein under: -

Details of the Key Managerial Personnel appointed and/or Ceased post the closure of the Financial Year and up
to the date of this report

• Mr. Sunil Kumar (DIN:- 09424480) ceased to be the Whole Director of the company, effective from January 1,2025.

• Mr. Sunil Kumar (DIN:- 09424480) was re-appointed as Whole Director of the company, effective from January 3,
2025.

• Mr. Ramesh Chandragiri Reddappa (DIN:- 10535137) ceased to be the Whole Director of the company, effective
from January 1, 2025.

• Mr. Ramesh Chandragiri Reddappa (DIN:- 10535137) was re-appointed as Whole Director of the company, effective
from January 3, 2025.

• Mr. Ravi Kumar, was appointed as Company Secretary & Compliance Officer, effective from June 29, 2024.

• Mr. Prateek Chhawchharia, ceased to be Chief Financial Officer of the Company effective from November 27, 2024.

• Mr. Sunil Kumar, appointed as Chief Financial Officer of the Company effective from February 14, 2025.

Furthermore, the Board of Directors in terms of the Nomination and Remuneration Policy of the Company along with the
recommendation of the Nomination and Remuneration Committee of the Company proposed the
appointment/regularization of the Additional Directors of the Company duly appointed by the Monitoring Committee on
January 03, 2025 along with the appointment of Mr. Sunil Kumar and Mr. Ramesh Chandragiri Reddappa as Whole Time
Director of the Company for a period of three years.

The Board is of the opinion that the proposed appointee Directors,) including Independent Directors, hold the requisite
qualifications and experience.

Details regarding the appointment of director as the provisions of Act and Secretarial Standard on General Meetings (“SS-
2”), issued by the Institute of Company Secretaries of India and approved by the Central Government read with Regulation
36(3) of the Listing Regulations are provided as part of notice to the AGM.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, with respect to the Directors'' Responsibility Statement, the
Board of Directors of the Company hereby confirm that:

i) in the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards read
with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the
same.

ii) appropriate Accounting Policies have been selected and applied consistently. 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 on 31st March, 2024
and of the Profit and Loss Account for the Financial Year ended 31 st March, 2024.

iii) Proper and sufficient care has been taken 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 preventing & detecting fraud
and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

v) The Internal Financial Controls were in place and that there are adequate and were operating effectively.

vi) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are
adequate and operating effectively.

13. NUMBER OF MEETINGS OF THE BOARD

After the Commencement of CIRP ,i.e., w.e.f. June 10, 2022, in terms of the Section 17 of the Insolvency and Bankruptcy
Code, 2016, the powers of the Board were suspended up to the approval of the Resolution Plan by the Hon''ble NCLT,
Kolkata Bench vide its order Dated January 31,2024.

During the CIRP ,i.e., up to January 31,2024, the role and responsibilities of the Board of Directors are being fulfilled by
the Resolution Professional in accordance with sections 17 and 23 of IBC 2016 and powers of the Board of Directors
were suspended. Hence, no meetings of the Directors were held after the Commencement of CIRP ,i.e., June 10, 2022
and up to the continuation of CIRP till January 31,2024.

As briefed above that post the approval of the Resolution Plan by the Hon''ble NCLT, Kolkata Bench vide its order dated
January 31, 2024, the monitoring committee was constituted. Monitoring Committee in its meeting held on March 04,
2024, re-constituted the Board of the Company thereby appointing new board of directors as nominated by the Successful
Resolution applicant along with the cessation/vacation of the erstwhile directors of the company.

Post the reconstitution of the committee on March 11, 2024; during the financial year, the newly constituted Board of
Directors have met one time. However, no meeting of previous board of directors held during the year. The details
regarding the attendance and the date of Board Meetings are provided in the Corporate Governance Report forming part
of this Report.

14. DETAILS OF COMMITTEES OF THE BOARD
AUDIT COMMITTEE

Pursuant to the Insolvency Commencement Order dated June 10, 2022 and in consonance with the stipulation contained
in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stand suspended and the same are
vested in and exercised by Resolution Professional.

Subsequently, Baumann Dekor Private Limited filed Resolution Plan which was approved by Hon''ble NCLT vide its order
dated January 31,2024.

in term of Approved Resolution Plan, the Monitoring Committee, in its meeting held on March 4, 2024, reconstituted the
new board in place of previous Board of the Company with effect from March 11,2024, and the Audit Committee of the
Board was re-constituted by the newly appointed board during their meeting held on March 30, 2024. However, no Audit
Committee meetings were held during the year ended March 31, 2024. As a result, no details for Audit Committee
meetings during the review period have been provided.

The composition of the Audit Committee along with the other details are provided in the Corporate Governance Report
forming part of this Report.

STAKEHOLDERS RELATIONSHIP/GRIEVANCE COMMITTEE

Pursuant to the Insolvency Commencement Order dated June 10, 2022 and in consonance with the stipulation contained
in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stood suspended and the same
were vested in and exercised by Resolution Professional.

Subsequently, Baumann Dekor Private Limited filed Resolution Plan which was approved by Hon''ble NCLT vide order
dated January 31,2024.

in term of Approve Resolution Plan, the Monitoring Committee, in its meeting held on March 4, 2024, constituted the new
Board in place of the previous Board of the Company with effect from March 11,2024, and the Stakeholders Relationship
Committee of the Board was re-constituted by the newly appointed Board during their meeting held on March 30, 2024.
However, no Stakeholder Relationship Committee meetings were held during the year ended March 31,2024. As a result,
no details for Stakeholder Relationship Committee meetings during the review period have been provided.

The composition of the Stakeholders Relationship Committee along with the other details are provided in the Corporate
Governance Report forming part of this Report.

NOMINATION & REMUNERATION COMMITTEE

Pursuant to the Insolvency Commencement Order dated June 10, 2022 and in consonance with the stipulation contained
in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stood suspended and the same
were vested in and exercised by Resolution Professional.

Subsequently, Baumann Dekor Private Limited filed Resolution Plan which was approved by Hon''ble NCLT vide order
dated January 31,2024.

in term of Approve Resolution Plan, the Monitoring Committee, in its meeting held on March 4, 2024, reconstituted the
new Board in place of previous Board of the company with effect from March 11, 2024, and the Nomination and
Remuneration Committee of the Board was re-constituted by the newly appointed Board during their meeting held on
March 30, 2024. However, no Nomination and Remuneration Committee meetings were held during the year ended March
31, 2024. As a result, no details for Nomination and Remuneration Committee meetings during the review period have
been provided.

The composition of the Nomination and Remuneration Committee along with other details are provided in the Corporate
Governance Report forming part of this Report.

SHARE TRANSFER COMMITTEE

Pursuant to the Insolvency Commencement Order dated June 10, 2022 and in consonance with the stipulation contained
in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stood suspended and the same
were vested in and exercised by Resolution Professional.

Subsequently, Baumann Dekor Private Limited filed Resolution Plan which was approved by Hon''ble NCLT vide order
dated January 31,2024.

Pursuant to the NCLT order dated January 31, 2024, approving the resolution plan, the Monitoring Committee, in its
meeting held on March 4, 2024, approved the reconstitution of the new Board of Directors, effective March 11, 2024. As
a result, the existing Board was dissolved, leading to the dissolution of the Share Transfer Committee of Board as well.

15. PERFORMANCE EVALUATION OF BOARD

After the Commencement of CIRP ,i.e,. w.e.f. June 10, 2022, in terms of the Section 17 of the Insolvency and Bankruptcy
Code, 2016, the powers of the Board were suspended up to the approval of the Resolution Plan by the Hon''ble NCLT,
Kolkata Bench vide its order Dated January 31,2024.

During the CIRP ,i.e., up to January 31,2024, the role and responsibilities of the Board of Directors are being fulfilled by
the Resolution Professional in accordance with sections 17 and 23 of IBC 2016, and powers of the Board of Directors are
suspended. Hence, no meetings of the Directors were held after the Commencement of CIRP ,i.e., June 10, 2022 and up
to the continuation of CIRP till January 31,2024.

As briefed above that post the approval of the Resolution Plan by the Hon''ble NCLT, Kolkata Bench vide its order dated
January 31, 2024, the monitoring committee were constituted. Monitoring Committee in its meeting held on March 04,
2024 re-constituted the Board of the Company thereby appointing new board of directors as nominated by the Successful
Resolution applicant along with the cessation/vacation of the erstwhile Directors of the Company.

As the newly board was constituted only on March 11,2024, accordingly, no formal Board evaluation has been carried
out during the year under review.

16. DECLARATION BY INDEPENDENT DIRECTORS

The company was in receipt of Declarations, from the newly constituted board (constituted w.e.f. March 11, 2024),
pursuant to the Sections 164(2) and 149(6) of the Companies Act, 2013 and Regulations 16(and 25(8) of SEBI (LODR)
Regulations, 2015 that they have registered their names in the Independent Directors'' Databank. In the opinion of the
Board, the Independent Directors hold highest standard of integrity and possess the requisite qualifications, experience,
expertise, and proficiency.

17. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed nomination and
remuneration Policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well
as policy on the appointment and remuneration of other employees. The Remuneration Policy is stated in the Corporate
Governance Report that forms part of this Annual Report. The policy is also available on the website of the Company at
www.easternsilk.com.

18. DISCLOSURE OF PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required to be furnished under Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014
are set out in “Annexure I”, which forms part of the report.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report and
marked as “Annexure II”.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 or any statutory modification or amendment in these Rules, a
statement showing the name of top ten employees in terms of Remuneration drawn forms part of the Report and annexed
to this report and marked as “Annexure II”. Further, there was no employee in the Company who has drawn the
remuneration in excess of the limits set out in the said Rules. Therefore, the disclosure for the same is not required.

20. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate

governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing
Regulations forms an integral part of this Report. The requisite certificate from the Secretarial Auditors of the Company
confirming compliance with the requirements of Corporate Governance is attached to the report on Corporate Governance.

A separate section on Corporate Governance and Management Discussion and Analysis together with the Auditor''s
Certificate confirming the compliance of conditions on Corporate Governance as per Schedule V of Listing Regulations
with the Stock Exchange form part of the Annual Report as “Annexure IN”.

21. CODE OF CONDUCT

As per the Listing Regulations, 2015, the Board of the Company has laid down Code of Conduct for all the Board members
of the Company and Senior Management Personnel as well and the same has been posted on Website of the Company
which can be access by the following link www.easternsilk.com.

The certificate pertaining compliance to the Code of Conduct is also annexed to the report and marked as “Annexure IV”

22. PARTICULARS OF LOANS, GURANTEES, INVESTMENTS AND SECURITIES MADE

The particulars of loans, guarantees given, security provided and investments made during the year as per Section 186
of the Companies Act, 2013, if any, form part of the notes and schedules of the Financial Statements provided in this
Annual Report.

23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

After the Commencement of CIRP ,i.e., w.e.f. June 10, 2022, in terms of the Section 17 of the Insolvency and Bankruptcy
Code, 2016, the powers of the Board were suspended up to the approval of the Resolution Plan by the Hon''ble NCLT,
Kolkata Bench vide its order Dated January 31,2024.

During the CIRP ,i.e., up to January 31,2024, the role and responsibilities of the Board of Directors are being fulfilled by
the Resolution Professional in accordance with sections 17 and 23 of IBC 2016 and powers of the Board of Directors are
suspended. Hence, no meetings of the Directors were held after the Commencement of CIRP i.e. June 10, 2022 and up
to the continuation of CIRP till January 31,2024.

As briefed above that post the approval of the Resolution Plan by the Hon''ble NCLT, Kolkata Bench vide its order dated
January 31,2024, the monitoring committee was constituted. Monitoring Committee in its meeting held on March 04, 2024
re-constituted the Board of the Company thereby appointing new board of directors as nominated by the Successful
Resolution applicant along with the cessation/vacation of the erstwhile directors of the company w.e.f. March 11,2024.

Furthermore, all the related party transactions were entered on arm''s length basis, in the ordinary course of business and
are in compliance with the applicable provisions of the Act and Listing Regulations. There are no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel etc. which may
have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.
Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Parties are provided in the
Company''s financial statements in accordance with the Accounting Standards.

The Policy on Related Party Transactions as approved by the Board is available on Company''s website and can be
accessed at www.easternsilk.com.

24. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the Insolvency Commencement Order dated June 10, 2022 and in consonance with the stipulation
contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stood suspended and

the same were vested in and exercised by Resolution Professional.

Subsequently, Baumann Dekor Private Limited filed Resolution Plan which was approved by Hon''ble NCLT vide order
dated January 31,2024.

Pursuant to the NCLT order dated January 31, 2024, approving the resolution plan, the Monitoring Committee, in its
meeting on March 4, 2024, approved the reconstitution of the new Board of Directors, effective March 11, 2024. As a
result, the existing board was dissolved, leading to the dissolution of the Corporate Social Responsibility Committee of
Board as well. The provisions of Section 135 of the Act are not applicable to the Company.

25. NOTES TO ACCOUNTS

They are self-explanatory and do not require any explanations

26. RISK MANAGEMENT

The Company has been addressing various risks impacting the Company and the policy of the Company. During the year,
your Directors and RP made sure that all the risks that the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there
is an adequate risk management infrastructure in place capable of addressing those risks.

The Company monitors, manages and reports on the principal risks and uncertainties that can impact its strategic long¬
term objectives. The risk management process is reviewed periodically in order to keep it aligned with the emerging
risks across the globe. Various programs involve risk identification, assessment and risk mitigation planning for strategic,
operational, and financial compliance related risks across various levels of the organization.

The Board is identifying the elements of risks involved along with its severity and their impact on the existence of the
Company.

Furthermore, in terms of the Listing Regulations, the Company is not required to form Risk Management Committee.

27. INTERNAL FINANCIAL CONTROLS

The Company has established Internal Financial Control System for ensuring the orderly and efficient conduct of the
business including adherence to Company''s Policies, the safeguarding of assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable Financial
Statements.

The Company has in place adequate internal financial controls with reference to financial statements. During the year,
such controls were tested and no reportable material weaknesses in the design or operation were observed.

28. STATUTORY AUDITORS

M/s B.K. Shroff & CO., Chartered Accountants, Kolkata (Firm Regn. No. 302166E) was appointed as the Statutory
Auditors of the Company, for a period of 5 years, commencing from the conclusion of 76^th AGM till the conclusion of the
81^st AGM to be held in the year 2027.

Audit Observations and response for the same for the Financial Year ended on 31.03.2024

Statutory Auditors have expressed qualified opinions. The details of the audit qualification and the response to the same
are furnished below: -

29. COST AUDITORS

During the FY 2023-24, due to Corporate Insolvency Resolution Process, the Company has not approved the re¬
appointment of the appointed M/s. N. Radhakrishnan & Co., Cost Accountant for conducting the audit of cost records of
the Products ‘Silk fabrics'', ‘Cotton Fabrics'', ‘Linen Fabrics'' and ‘Polyester Fabrics'' maintained by the Company for the
Financial Year 2023-24.

However, Post Reconstitution of the New Board of Directors of the company, in their meeting held on 16^th May 2024
pursuant to Section 148(3) of the Companies Act, 2013, read with Rule 14 of Companies (Audit and Auditors) Rules,
2014, has re-appointed M/s. N. Radhakrishnan & Co., Cost Accountant for conducting the audit of cost records of the
Products ‘Silk fabrics'', ‘Cotton Fabrics'', ‘Linen Fabrics'' and ‘Polyester Fabrics'' maintained by the Company for the
Financial Year 2023-24.

The Company maintained the cost records as specified by the Central Government under Sub-section (1) of Section 148
of the Companies Act, 2013.

The cost audit report of M/s N. Radhakrishnan & Co., Cost Accountant, for the financial year 2023-24 does not contain
any adverse qualification or remarks.

30. SECRETARIAL AUDITOR

During the FY 2023-24, due to Corporate Insolvency Resolution Process, the Company has not approved the appointment
of the Secretarial auditor of the company for the Financial Year 2023-24.

However, post re-constitution the New Board of Directors of the company, in their meeting held on 16^th May 2024, pursuant
to the provisions of Section 204 of the Act read with rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, has appointed M/s H Nitin & Associates, Practicing Company Secretary as
Secretarial Auditor, to conduct Secretarial Audit for the Financial Year 2023- 24.

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as “Annexure-V”
to this Report. The observations of the Secretarial Auditors are self-explanatory in nature.

31. COMPLIANCE OF SECRETARIAL STANDARDS

Yours Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries
of India.

32. WEB LINK OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the draft Annual Return of the Company for
the Financial Year 31^st March, 2024 is uploaded on the website of the Company and can be accessed at
www.easternsilk.com.The final Annual Return shall be uploaded in the same web link after the said Return is filed with
the Registrar of Companies.

33. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company in pursuance to the provisions of section 177(9) & (10) of the Act has formulated a vigil mechanism (whistle
blower policy) for its Directors and Employees of the Company to report their genuine concerns about unethical
behavior, actual or suspected fraud or violation of the company''s Code of Conduct. The mechanism provides for adequate
safeguards against victimization of Directors and employees who avail of the mechanism. In exceptional cases, Directors
and employees have direct access to the Chairman of the Audit Committee. The Vigil Mechanism (Whistle Blower Policy)
is available on the company''s website www.easternsilk.com.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Corporate Insolvency Resolution Process (CIRP) has been initiated under the provisions of the Insolvency and Bankruptcy
Code, 2016 (“the Code”) vide order dated 10th June, 2022 passed by Hon''ble National Company Law Tribunal (NCLT),
Kolkata.

Resolution Plan submitted by Baumann Dekor Private Limited was approved by CoC, and the same was filed with NCLT,
Kolkata which approved the same on 31^st January, 2024.

No other Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status
and company''s operations in future.

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards discrimination and harassments including sexual harassment and always
strives to create and provide a healthy environment in the workplace(s). It has in place a Policy for prevention of Sexual
Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered
under this policy. No complaint on sexual harassment was received during the Financial Year 2023-2024. The details are
as under:

The details of the sexual harassment cases received, disposed of and pending are given below:-

36. CONFIRMATION FOR THE COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961.

The Company hereby confirm and declare the due compliance of the Maternity Benefit Act, 1961.

37. 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 period under review:

Details relating to deposits covered under Chapter V of the Act.

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

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

38. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report is not mandatorily applicable to the company and has not been
prepared.

39. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF THE
COMPANIES ACT, 2013 OTHER THAN THOSE REPORTABLE TO CENTRAL GOVERNMENT

There was no instance of fraud during the year 2023-2024, which required the statutory auditors to report under Section
143(12) of the Companies Act, 2013 and the rules made thereunder. Further, the internal auditor and secretarial auditor
have not reported any fraud in their report.

40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR

The details about the Corporate Insolvency Resolution Process along with the present status of the same has been duly
briefed in the various section(s) of this Report.

41. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Corporate Insolvency Resolution Process (CIRP) has been initiated under the provisions of the Insolvency and Bankruptcy
Code, 2016 (“the Code”) vide order dated 10th June, 2022 passed by Hon''ble National Company Law Tribunal (NCLT),
Kolkata.

Resolution Plan submitted by Baumann Dekor Private Limited was approved by CoC, and the same was filed with NCLT,
Kolkata which approved the same on 31^st January, 2024.

Apart from the above, the Company did not enter into any transaction for One Time Settlement of loan/borrowings from
Bank.

42. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company has put in place a familiarization programme for
the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the
Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization
programme are explained in the Corporate Governance Report and also available on the Company''s website at
www.easternsilk.com.

43. ACKNOWLEDGEMENT

The newly constituted Board of Directors would like to express their sincere appreciation for the assistance and
cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members
during the year under review. The Resolution Professional/Monitoring professional, Directors also wish to place on record
their deep sense of appreciation for the dedication of the employees at all levels, which has been required for the
Company''s success. The Directors, Resolution Professional/ Monitoring professional, of the Company look forward to
their continued support in future.

Date: 30.08.2025
Place: Bengaluru

Dear members,

The Directors have pleasure in presenting their sixty-ninth Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs. in Lacs)

2015 2014

Profit/(Loss) before depreciation / Exceptional items and taxation (3,411.77) (11,771.01)

Less : Depreciation 2,023.08 1,567.52

Profit/(Loss) before taxation (5,434.85) (13,338.53)

Add /(Less) : Exceptional Items 1,746.61 (306.21) (3.688.24) (13,644.74)

Add/ (Less) : Provision for Earlier Year Taxation - - (3.688.24) (13,644.74)

Add/ (Less) : Deferred Tax Liability - -

Profit/(Loss) after tax (3,688.24) (13,644.74)

Add: Balance brought forward from previous year (18,337.52) (4,692.78)

Add: Transferred from Depreciation Adjustments 75.94 -

(Less): Depreciation on Revalued Assets (817.64) -

Which the Directors have decided to carry forward to the next year (22,767.46) (18,337.52)

PERFORMANCE REVIEW

Highlights of performance during the financial year 2014-15 are:

* Total Revenue from Operation of the Company is Rs..6,101.77 lacs as against Rs..7,962.76 lacs in the previous year.

* Operating Profit / ((Loss) is Rs..(3,411.77) lacs as against Rs..(11,771.01) lacs in the previous year.

* Profit / (Loss) before taxation is Rs..(5,434.85) lacs as against Rs..(13,338.53) lacs in the previous year.

* Profit / (Loss) after Tax is Rs..(3,688.24) lacs as against of Rs..(13,644.74) lacs in the previous year.

The performance of the Company for the year has not been very encouraging as the markets did not support and the off-take of the company's products also slowed down resulting in sluggish sales.

The Company is a referred company under the Sick Industrial Companies (Special Provision) Act, 1985 (SICA) and the process of registering the same in the Board for Industrial and Financial Reconstruction (BIFR) is under way. The notices in respect of the same have already been issued to all the stakeholders.

The company's main stay i.e. Silk Textiles have undergone sea change in terms of tapering of demand on a year-to-year basis. As compared to the previous year the sale of silk products have come down by more than 15% - 18%. The resultant gap created is filled by low-end products fetching a very meager realization. Your company in spite of all the hardships and difficulties in the market has been diligently introducing new designs and new blends and also exploring new markets.

FUTURE OUTLOOK

To bring down the cost of production, your company will have to increase the scale of operation which requires infusion of machineries and technology. But unfortunately, considering financial condition of the company it may not be possible to undertake this exercise. However, the management is doing its best by ploughing back the small surplus created from weaving capacity and wherever re-engineering is required, the same is being done. Within the limited scope under restricted market condition, your management is very positively responding to matching situation in the global market.

DIVIDEND

In view of the accumulated losses the Board of Directors does not recommend any dividend on Equity Shares. The Board of Directors does not also declare dividend on Redeemable Cumulative Preference Shares.

PUBLIC DEPOSIT SCHEME

During the year, your Company has not accepted any deposits. There are no outstanding deposits as on date.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sri G.D. Harnathka, Director of the Company retires from the office by rotation and is eligible for re-appointment in accordance with the provisions of the Act and Articles of Association of the Company.

The members approved the re-appointment of Sri S.S. Shah, Managing Director for a period of 3 years effective from 1s September, 2014 to 31st August, 2017, during the year under review. Members also approved the re-appointment of Sri. H.S. Gopalka and Sri R.S. Rungta, Non-Executive Directors for a period of 3 years.

Requisite declarations from all the Independent Directors of the Company confirming that they met the criteria of Independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the NSE, Mumbai has been received.

Necessary policies and the criteria for the performance evaluation of Directors as Individual, Board and Committees are devised by the Company. Evaluation of Board and Committees are being done under best practices prevalent in the Industry. The Company ensures constitution of the Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively. Nomination & Remuneration Committee formulated by the Company's Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement evaluates the each individual whether they met the specified criteria and provides valuable contribution to the Company. At the time of appointment/re-appointment of Independent Director, Nomination & Remuneration Committee assess the independence of the directors as referred in Section 149(6) of the Companies Act, 2013 and Clause 49(II)(B) of the Listing Agreement and re-assess the same when any new interest or relationships are disclosed by them. The Independent Directors shall abide by the "Code of Independent Directors" as specified in Schedule IV to the Companies Act, 2013. Nomination & Remuneration Committee ensures that all the requisite and applicable provisions of the Companies Act, 2013 rules and regulations made thereunder and Clause 49 of the Listing Agreement as amended from time to time are complied with.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

i) in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii) that 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 loss of the Company for the year under review.

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

v) 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

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. A separate section on Corporate Governance and Management Discussion and Analysis together with the Auditors' Certificate confirming the compliance of conditions on Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchange form part of the Annual Report as "Annexure II".

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, 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.

Your Directors draw attention of the members to Note 41 to the financial statement which sets out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated the Corporate Social Responsibility Committee (CSRC) in consultation with the Board during the year pursuant to introduction of Section 135 under the Companies Act, 2013. Sri Sundeep Shah, Sri H. S. Gopalka and Sri G.D Harnathka are the members of the CSRC. Since the Company has been incurring cash losses in the last three preceding financial years, the Board does not recommend any amount to be spent on the CSR activities. However the Board ensures that once the Company will start earning profits, they shall after taking into account the recommendations of the CSRC, approve the Corporate Social Responsibility Policy of the Company and shall disclose contents of such policy in its report and will also place the same on the Company's website.

BANK LOANS

The One Time Settlement proposal given by the management to the banks for the outstanding dues to them, have been in the process of negotiation bilaterally with the Company. Two banks namely ICICI Bank and State Bank of Hyderabad have settled on One Time Settlement basis. Your management has paid the entire amount of the money to them. Negotiation with the other banks on a bilateral basis is going on.

RISK MANAGEMENT

The Company has been addressing various risks impacting the Company and the policy of the Company. During the year, your Directors made sure that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its strategic long term objectives. The risk management process is reviewed periodically in order to keep it aligned with the emerging risks across the globe. Various programmes involve risk identification, assessment and risk mitigation planning for strategic, operational, financial and compliance related risks across various levels of the organization.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DISCLOSURE OF PARTICULARS

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014 is annexed as "Annexure I":

AUDITORS

Messrs B.K. Shroff & Company, Chartered Accountants, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The remarks of the Auditors regarding losses of the company, interest on debt outstanding, reference to BIFR, provision for bad and doubtful debts, recognition of Net Deferred Assets have been duly explained in Note No. 33(b), 35, 36(a) and 37 to the accounts respectively.

COST AUDITORS

Pursuant to the Companies (Cost Records And Audit) Rules, 2014 notified w.e.f 30th June, 2014 Textile Industry has been exempt from maintaining the cost records and for conducting the audit of such records. However Your Company is continuing its association with M/s. N. Radhakrishnan & Co., a firm of Cost Auditors, for assisting and directing the Company with regard to allocation of direct and indirect costs to the various products and suggesting various measures lowering the cost without compromising with the quality.

SECRETARIAL AUDITOR

The Board has appointed Ms. Garima Gupta, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure III" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as "Annexure IV" to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Your Directors appreciate the significant contribution made by the employees to the operations of your Company during the period. In terms of provisions of Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars and disclosures of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, the Company has formulated a vigil mechanism (whistle blower policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behaviour, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Policy is available on the website of the Company.

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 period under review:

1. Details relating to deposits covered under Chapter V of the Act.

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

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

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

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 wish to convey their appreciation for the co-operation and assistance received from the government, financial institutions, bankers and stakeholders of your Company. The Board wishes to place on record its deep appreciation for the integrity and hard work of its employees at all levels to meet challenging markets.

Registered Office: By Order of the Board 19 R. N. Mukherjee Road S. S. SHAH Kolkata 700 001 Chairman & Managing Director Dated: The 30th May, 2015.

The Directors have pleasure in presenting their sixty-eighth Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

2014 2013

Profit/(Loss) before depreciation / Exceptional items and taxation (11,771.01) (9,759.52)

Less: Depreciation 1,567.52 1,782.17

Profit/(Loss) before taxation (13,338.53) (11,541.69)

Less: Exceptional Items 306.21 186.88

(13,644.74) (11,728.57)

Less/Add: Provision for Earlier Year Taxation - 0.37

(13,644.74) (11,728.20)

Less/Add: Deferred Tax Liability - (2,193.03)

Profit/(Loss) after tax (13,644.74) (9,535.91)

Add: Balance brought forward from previous year (4,692.78) 1,981.36

Add: Transferred from General Reserve - 5,450.00

Less: Impairment of Revalued Assets - 2,588.23 Which the Directors have decided to carry forward to the next year (18,337.52) (4,692.78)

PERFORMANCE REVIEW

Highlights of performance during the financial year 2013-14 are:

- Total Revenue from Operation of the Company is Rs. 7,962.76 lacs as against Rs. 7,586.10 lacs in the previous year.

- Operating Profit / (Loss) is Rs. (11,771.01) lacs as against Rs. (9,759.52) lacs in the previous year.

- Profit / (Loss) before taxation is Rs. (13,338.53) lacs as against Rs. (11,541.69) lacs in the previous year.

- Profit / (Loss) after Tax is Rs. (13,644.74) lacs as against ofRs. (9,535.91) lacs in the previous year.

The Company has incurred substantial losses and the same was compounded due to debiting of the interest for the past for Working Capital and Term Loan for modernization coupled with bad markets resulting in poor sales.

Further the year ended 31.03.2014 the net worth of the Company has eroded and the Company has become Sick Industrial Company as per the provisions of Sick Industrial Companies (Special Provision) Act, 1985 (SICA) and the Company is required to make reference with the Board for Industrial and Financial Reconstruction (BIFR). Necessary compliances will be made in accordance with the provision of SICA.

The markets, in which the Company operates, are undergoing serious stagflation. In spite of the Company''s best efforts to increase its share in the market in Europe and US, have faced serious resistance. Your Company has more or less achieved the same level of operations by introducing new products, new designs and new blends. Wherever offtake in the market is low, the customers/buyers are demanding more performance from the suppliers. This cycle of market phenomena is being faced by us also. On standalone basis without considering any interest and depreciation, there is a small surplus during the year.

FUTURE OUTLOOK

The outlook of the economic growth across the globe with positive vibrations will fuel a growth and demand recovery. At the present moment there is a lull in the market and the management is looking forward for changing situation in the global market. While optimism rears for new vigour and thrust like emphasis on colourways and new designs, it is expected these changes will bring in positive response from the overseas buyers and will trigger growth and profitability in due course of time.

DIVIDEND

In view of the accumulated losses the Board of Directors does not recommend any dividend on Equity Shares. The Board of Directors does not also declare dividend on Redeemable Cumulative Preference Shares.

PUBLIC DEPOSIT SCHEME

During the year, your Company has not accepted any deposits. There are no outstanding deposits as on date.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and Management Discussion and Analysis together with the Auditors'' Certificate confirming the compliance of conditions on Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchange form part of the Annual Report.

DIRECTORS

Shri R.S. Rungta and Shri H.S. Gopalka, Directors of the Company retire from the office by rotation and are eligible for re- appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

i) That in preparation of the annual accounts, the applicable accounting standards have been duly followed.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

DISCLOSURE OF PARTICULARS

The information required under Rule 2 of the Companies Act, 1956 (Disclosure of Particulars in the Report of Board of Directors Rules, 1988) relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed.

AUDITORS

Messrs B.K. Shroff & Company, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The remarks of the Auditors regarding losses of company, provision for bad and doubtful debts, recognition of Net Deferred Tax Assets have been duly explained in Note No. 35, 36 and 38 to the Accounts respectively.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 148 of the Companies Act, 2013 (Corresponding to Section 233 B of the Companies Act, 1956), the Cost account records maintained by your Company are subject to yearly audit by qualified Cost Auditors. Your Company has appointed M/s. N. Radhakrishnan & Co., a firm of Cost Auditors, for conducting the audit of such records for the financial year 2013-14.

PERSONNEL

There was no employee employed during the financial year or a part of the financial year who was in receipt of remuneration for that year or any part of that year at a rate prescribed under Section 217(2A) of the Companies Act, 1956 record with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation for the co-operation and assistance received from the government, financial institutions, bankers and stakeholders of your Company. The Board wishes to place on record its deep appreciation for the integrity and hard work of its employees at all levels to meet challenging markets.

Registered Office: By Order of the Board

19, R. N. Mukherjee Road S. S. SHAH

Kolkata 700 001 Chairman & Managing Director

Dated: The 28th May, 2014

TO THE MEMBERS

The Directors have pleasure in presenting their sixty-seventh Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs.in Lacs)

2013 2012 Profit/(Loss) before depreciation and taxation (9759.52) 932.73

Less/Add: Depreciation 1782.17 2123.45

Profit/(Loss) before taxation (11541.69) (1190.72)

Add: Exceptional Items 186.88 (10478.33)

(11728.57) (11669.05)

Less/Add: Provision for Earlier Year Taxation 0.37 (113.84)

(11728.20) (11555.21)

Less/Add: Deferred Tax Liability (2193.03) (2394.78)

Profit/(Loss) after tax (9535.91) (9160.43)

Add: Balance brought forward from previous year 1981.36 11141.79

Add: Transferred from General Reserve 5450.00

Less: Impairment of Revalued Assets 2588.23

Which the Directors have decided to carry forward to the next year (4692.78) 1981.36

PERFORMANCE REVIEW

The demand for silk fabrics and made-ups tapered down both in Europe market and US market leading to lower sales during the year. To make up for the volume loss in the silk, the Company had to resort to polyester, cotton, viscose and other blended fabric. Although the volumes remain the same but the realization per unit came down considerably which resulted in lower profit margin. The Company''s stand alone operation without considering interest and depreciation left small positive cash surplus. The interest in the carry over debts could not be absorbed because of the lower turnover and stiff competition in the market in spite of the management''s best efforts.

The conditions stipulated under the CDR mechanism which is to be complied within 31.03.2013, were duly complied and the promoters infused a sum of? 740.00 lakhs as their contribution.

FUTURE OUTLOOK

Going forward unless there is a recovery in the overseas markets for the demand for silk fabrics and garments, the future outlook for the time being looks bleak. However, the management is trying to change the product mix and lot of emphasis is made on new designs and colourways. It is expected that these changes will bring in additional business and also improve the bottom line. Limited success has come in the supplies made in the domestic market and we are expecting it to grow gradually over the years.

DIVIDEND

In view of the accumulated losses the Board of Directors do not recommend any dividend on Equity Shares. The Board of Directors does not also declare dividend on Redeemable Cumulative Preference Shares.

PUBLIC DEPOSIT SCHEME

During the year, your Company has not accepted any deposits. There are no outstanding deposits as on date.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and Management Discussion and Analysis together with the Auditors'' Certificate confirming the compliance of conditions on Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchange form part of the Annual Report.

DIRECTORS

Shri G.D Harnathka and Shri R.S Rungta, Directors of the Company retires from the office by rotation and are eligible for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

i) That in preparation of the annual accounts, the applicable accounting standards have been duly followed.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

DISCLOSURE OF PARTICULARS

The information required under Rule 2 of the Companies Act, 1956 (Disclosure of Particulars in the Report of Board of Directors Rules, 1988) relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed.

AUDITORS

Messrs B.K. Shroff & Company, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The remarks of the Auditors regarding provision for bad and doubtful debts, recognition of Net Deferred Tax Assets have been duly explained in Note No. 37 and 39 to the Accounts respectively.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 233 B of the Companies Act, 1956, the Cost account records maintained by your Company are subject to yearly audit by qualified Cost Auditors. Your Company has appointed M/s. N. Radhakrishnan & Co., a firm of Cost Auditors, for conducting the audit of such records for the financial year 2012-13.

PERSONNEL

There was no employee employed during the financial year or a part of the financial year who was in receipt of remuneration for that year or any part of that year at a rate prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation for the co-operation and assistance received from the government, financial institutions, bankers and stakeholders of your Company. The Board wishes to place on record its deep appreciation for the integrity and hard work of its employees at all levels to meet challenging markets.

Registered Office: By Order of the Board

19, R. N. Mukherjee Road S. S. SHAH

Kolkata 700 001 Chairman & Managing Director

Dated: The 29th May, 2013

The Directors have pleasure in presenting their sixty-sixth Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs in Lacs)

2012 2011

Profit / (Loss) before depreciation and taxation 932.73 (4410.42)

Less/Add : Depreciation 2123.45 (2467.22)

Profit / (Loss) before taxation (1190.72) (6877.64) Add : Exceptional Items (10478.33) -

(11669.05) (6877.64)

Less/Add : Provision for Earlier Year Taxation (113.84) 0.37

(11555.21) (6878.01)

Less / Add : Deferred Tax Liability (2394.78) (1084.39)

Profit / (Loss) after tax (9160.43) (5793.62)

Add : Balance brought forward from previous 11141.79 16935.41 year Which the Directors have decided _ _

to carry forward to the next year 1981.36 11141.79

PERFORMANCE REVIEW

As a consequence of downsizing of the business as decided last year, the sales and processing income during the year was Rs 8952.29 lacs which is not comparable with that of the last year. The net loss for the year was Rs 9160.43 lacs.

The proposal for restructuring of debts under CDR mechanism was approved by CDR Empowered Group at their meeting held on 20/12/2011. The conditions as put forth in the Letter of Approval of CDR have been complied with by the Management and a sum of Rs 734 lacs has been brought in by the Promoters and infused in the Company. Most of the bankers have restructured their loans.

FUTURE OUTLOOK

As planned last year, your Company has done away with outsourcing business and is concentrating only on the in-house production facilities. Anticipated demand recovery in the overseas markets should act as a conduit to the Company's path of recovery. Supplies in the domestic market have also commenced during the year, and it is expected to grow in the coming years.

DIVIDEND

In view of the accumulated losses the Board of Directors do not recommend any dividend on Equity Shares. The Board of Directors does not also declare dividend on Redeemable Cumulative Preference Shares.

PUBLIC DEPOSIT SCHEME

During the year, your Company has not accepted any deposits. There are no outstanding deposits as on date.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and Management Discussion and Analysis together with the Auditors' Certificate confirming the compliance of conditions on Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchange form part of the Annual Report.

DIRECTORS

Shri R.S. Rungta, a Director of the Company retires from the office by rotation and is eligible for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

i) That in preparation of the annual accounts, the applicable accounting standards have been duly followed.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31s1 March, 2012 on a going concern basis.

DISCLOSURE OF PARTICULARS

The information required under Rule 2 of the Companies Act, 1956 (Disclosure of Particulars in the Report of Board of Directors Rules, 1988) relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed.

AUDITORS

Messrs B.K. Shroff & Company, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The remarks of the Auditors regarding provision for bad and doubtful debts, recognition of Net Deferred Tax Assets have been duly explained in Note No. 36 and 37 of Notes on Financial Statements respectively.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 233 B of the Companies Act, 1956, the Cost account records maintained by your Company are subject to yearly audit by qualified Cost Auditors. Your Company has appointed M/s. N. Radha krishnan &Co., a firm of Cost Auditors, for conducting the audit Of such records for the financial year 2011-12.

PERSONNEL

There was no employee employed during the financial year or a part of the financial year who was in receipt of remuneration for that year or any part of that year at a rate prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation for the co-operation and assistance received from the Government, financial institutions, bankers and stakeholders of your Company. The Board wishes to place on record its deep appreciation for the integrity and hard work of its employees at all levels to meet challenging markets.

Registered Office: By Order of the Board

19, R. N. Mukherjee Road S. S. SHAH

Kolkata 700 001 Chairman & Managing Director

Dated : 1st August 2012

DIRECTORS' REPORT TO THE MEMBERS

The Directors have pleasure in presenting their sixty-fifth Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. in Lacs)

2011 2010

Profit/(Loss) before depreciation and taxation (4410.42) 2219.01

Less/Add: Depreciation 2467.22 1533 58

Profit/(Loss) before taxation (6877.64) 685.43

Less: Provision for Current Taxation - 275.00

(6877.64) 410.43

Less/Add: Provision for Earlier Year Taxation 0.37 (5.99)

(6878.01) 416.42

Less/Add: Deferred Tax Liability (1084.39) (157.35)

Profit/(Loss) after tax (5793.62) 573.77

Add: Balance brought forward from previous year 16935.41 16702.72

11141.79 17276.49

Which the Directors have appropri -ated as follows :

General Reserve - 100 00

Proposed Dividend On Equity Shares - 94.74

Proposed Dividend On Preference Shares - 112.00

Corporate Dividend Tax - 34 34

Balance carried forward to next year 11141.79 16935.41

11141.79 17276.49

PERFORMANCE REVIEW

Although the sales and processing income during the year increased to Rs.62892.52 lacs as against Rs.54393.09 lacs of the previous year, profitability came down considerably due to high cost of raw materials, increased interest rates, pressure on margin due to recession in overseas markets resulting in loss during the year. Your management had to take a decision for reworking of valuation of the closing stock of finished goods due to lower realization and a sum of Rs.34.70 crores was written off during the year for lower realization in the value of stocks. This also increased the loss for the year. It was also decided to downsize the business and only concentrate on profit making products and do away with products with no margin or lower margin.

FUTURE OUTLOOK

The budget proposal for the year 2011-12 has rendered outsourcing business of the Company totally unprofitable. Your management have decided to do away outsourcing business and only concentrate on the in-house production facilities which will result in a turnover of approx. Rs.150 crores a year. With this change the benefits of the new modernization and expansion programme undertaken during the year for production of velvet fabrics and enhancing capacity of the embroidered fabrics may be reaped during the year.

SinrP the Company's turnover would be Rs.150 crores, there will be considerable release of current assets the value of which will be untocked in a staggered manner over the years. To service the bank loans the Company has filed a flash report of Corporate Debt Restructuring with the CDR Empowered Committee and the same has been admitted for appraisal by the Committee. The scheme envisages a period of 8 -10 years to bring back the Company on a strong foothold.

DIVIDEND

In view of the accumulated losses the Board of Directors does not recommend any dividend on Equity Shares. The Board of Directors does not also declare dividend on Redeemable Cumulative Preference Shares.

PUBLIC DEPOSIT SCHEME

During the year, your Company has not accepted any deposits. There are no outstanding deposits as on date.

CORPORATE GOVERNANCE

A seoarate section on Corporate Governance and Management Discussion and Analysis together with the Auditors' A separate section on corporate Governance conditions on Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchange form part of the Annual Report.

DIRECTORS

Shri O P Agarwaf and Shri R.L. Gaggar resigned effective from 11th February, 2011. Shri Sunil V. Diwakar ceased to be a Director with effect from 4th March, 2011 on withdrawl of his nomination by IL&FS Investment (Managers) Ltd.

The Board would like to place on record the valuable contributions made by Shri O.P. Agarwal, Shri R.L. Gaggar and Shri Sunil V. Diwakarduring theirtenure as the Directors of the Company.

Shri G.D. Harnathka and Shri H.S. Gopalka, Directors of the Company retire from the office by rotation and are eligible for re- appointment.

The term of office of Shri Sundeep Shah. Executive Director of the Company, expires on 30th August 2011. He has expressed his intension for not to be re-appointed. He will, however, continue to act as a Promoter Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

i) That in preparation of the annual accounts, the applicable accounting standards have been duly followed.

ii) That the Directors have selected such accounting policies and applied them consistency and made judgements 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 loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance ShThe provfsions' of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st, March, 2011 on a going concern basis.

DISCLOSURE OF PARTICULARS

The information required under Rule 2 of the Compnaies Act, 1956 (Disclosure of Particulars in the Report of Board of Directors Rules, 1988) relating to conservation of energy, technology absorption, foreign exchange and outgo is annexed.

AUDITORS

Messrs B.K. Shroff & Company, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Auditors have qualified that the diminution in the value of stocks has not been fully captured in the accounts. The Auditors have taken the value of the entire inventories as at 31st March 2011 at diminished value, whereas the Company adopted the prudent method of only estimating the current assets which could be sold during the next one year and diminution of the value of such stock which worked out to Rs.34.70 crores and hence provided in the books of accounts. Your management believes that there is enough market value that is left in the stock and will review the same at the end of the current year for future write offs, if any.

The Auditors have further referred to delay in payment of statutory dues amounting to Rs.42.93 lacs. Your Directors have to state that this amount pertained to a demand of Income Tax for the assessment year 2007-08 and the same was adjusted by the Income Tax authorities on 28th June 2011 against the refund due to the Company for the assessment year 2010-11.

The Auditors have also pointed out that there was delay in repayment of term loan installment of Rs. 150 lacs and interest installment thereon to State Bank of India and one interest installment to Exim Bank. Your Directors have to explain that the delay in the said payments had occurred due to liquidity crisis arising from non realization of payments from the buyers in time.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 233 B of the Companies Act, 1956, the Cost account records maintained by your Company are subject to yearly audit by qualified Cost Auditors. Your Company has appointed M/s. N. Radhakrishnan & Co., a firm of Cost Auditors, for conducting the audit of such records for the financial year 2010-11.

RESEARCH & DEVELOPMENT

Your Directors are pleased to inform that in house R&D unit of the Company at both the units of Anekal, Bangalore have been accorded recognition by the Department of Scientific and Industrial Research, Government of India. The Company has always given due importance to the R&D and has been investing regularly in this area. Capital expenditure of Rs. 16.58 lacs (Previous year - Rs. 307.28 lacs) and revenue expenditure of Rs. 259.90 lacs (Previous year - Rs. 156.77 lacs) incurred by the Company's R&D unit constituting 0.44% (Previous year - 0.85%) of the turnover were approved by the Board of Directors of the Company.

PERSONNEL

There was no employee employed during the financial year or a part of the financial year who was in receipt of remuneration for that year or any part of that year at a rate prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation for the oo-operation and assistance received from the government, financial institutions, bankers and stakeholders of your Company. The Board wishes to place on record its deep appreciation for the integrity and hard work of its employees at all levels to meet challenging markets.

Registered Office: By Order of the Board 19,R.N.Mukherjee Road S.S.SHAH Kolkata 700 001 Chairman & Managing Director Dated: The 2nd August, 2011.

The Directors have pleasure in presenting their sixty-fourth Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

2010 2009

Profit before depreciation and taxation 2219.01 3559.38

Less: Depreciation 1533.58 1647.56

Profit before taxation 685.43 1911.82

Less: Provision for Current Taxation 275.00 125.00

410.43 1786.82

Less: Provision for Earlier Year Taxation (5.99) -

416.42 1786.82

Less: Provision for Fringe Benefit Tax - 15.00

416.42 1771.82

Less/Add: Deferred Tax Liability (157.35) (149.23)

Profit after tax 573.77 1921.05

Add: Balance brought forward from previous year 16702.74 15637.47

17276.49 17558.52

Which the Directors have appropriated as follows:

General Reserve 100.00 300.00

Preference Share Redemption Reserve - 240.00

Proposed Dividend On Equity Shares 94.74 157.91

Proposed Dividend On Preference Shares 112.00 112.00

Corporate Dividend Tax 34.34 45.87

Balance carried forward to next year 16935.41 16702.74

17276.49 17558.52

PERFORMANCE REVIEW

During the financial year 2009-10, the sales of your Company increased to Rs.54393.09 lacs as compared to Rs.51003.75 lacs in the previous year. Profit after tax declined to Rs.573.77 lacs as against Rs.1921.05 lacs largely on account of shift of overseas customers to different varieties of textiles coupled with increase in input cost including Raw Material cost.

Your Directors are pleased to inform that the EOU Status of Unit I has been converted into Domestic Tariff Area Unit pursuant to the Company having fulfilled the export obligation. On such debonding the old and accumulated stocks of 1,07,319.18 mtrs of silk fabrics and other stocks were destroyed under the order of Customs Department. The necessary accounting entries have been passed in the books of accounts.

Due to adverse market conditions and recession in Europe, the Companys major buyers in Italy have declined to purchase spun silk and noil yarn manufactured at the Companys Unit 3 at Nanjangud, Karnataka. Hence the management decided to close down the said unit, for which the permission has been sought for from Labour Department, Government of Karnataka. The Unit shall be revived as and when the overseas market improves.

POST BALANCE SHEET DEVELOPMENT

The sales for the quarter ended 30th June, 2010 was Rs.132.26 crores as against Rs.151.78 crores in the corresponding quarter last year. The net profit was Rs.1.09 crores as against Rs.4.39 crores in the corresponding quarter of the previous year.

DIVIDEND

Your Directors recommend payment of the following Dividends for the year:

i) On 14,00,000 - 8% Cumulative Redeemable

Preference Shares of Rs.100/- each Rs.1,12,00,000/-

ii) On 7,89,52,620 Equity Shares of Rs.2/- each @ Rs.0.12 per share Rs.94,74,315/-

PUBLIC DEPOSIT SCHEME

During the year, your Company has not accepted any deposits. There are no outstanding deposits as on date.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and Management Discussion and Analysis together with the Auditors Certificate confirming the compliance of conditions on Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchanges form part of the Annual Report.

DIRECTORS

Shri R.L. Gaggar and Shri R.S. Rungta, Directors of the Company retire from the office by rotation and are eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

i) That in preparation of the annual accounts, the applicable accounting standards have been duly followed.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

DISCLOSURE OF PARTICULARS

The information required under Rule 2 of the Companies Act, 1956 (Disclosure of Particulars in the Report of Board of Directors Rules, 1988) relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed.

AUDITORS

Messrs B.K. Shroff & Company, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Auditors have mentioned about the delay in the repayment of two term loan installments of Rs.18.85 lacs each due to UCO Bank and interest thereon aggregating to Rs.2.01 lacs. Your Directors would like to explain that the repayment of term loan installments are normally auto debited by the concerned bank in the current account of the Company. The debit of these two installments were not made by the Bank on the due date and when this was noticed, the Company made the payment.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 233 B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct Cost Audits relating to products of the Company subject to the approval of the Central Government.

PERSONNEL

The particulars of employees required to be furnished under Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended is as under.

Name, Age, Qualification, Designation, Nature of Employment, Remuneration (Rs), Experience (Years), Date of Commencement of Employment, Last Employment held, Relationship to any Director.

a) Employees employed throughout the financial year under review who are in receipt of remuneration in the aggregate of not less than Rs.24,00,000/- during the year:

i) S.S. Shah, 75, B.Com, LL.B., Chairman & Managing Director, Contractual, 4032000/-, 56, 01.9.1952, Nil, Father of Sri Sundeep Shah, Executive Director.

ii) Sundeep Shah, 48, B.Com., Executive Director, Contractual, 3513600/-, 30, 01.12.1980, Nil, Son of Sri S.S. Shah, Chairman & Managing Director.

b) Employed for part of the year and were in receipt of remuneration at the rate of not less than Rs.2,00,000/- per month. - NIL

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation for the co-operation and assistance received from the government, the financial institutions, bankers and stakeholders of your Company. The Board wishes to place on record its deep appreciation for the integrity and hard work of its employees at all levels to meet challenging markets.

By Order of the Board

S.S. SHAH

Chairman & Managing Director Kolkata 700 001

Dated: the 10th August, 2010.