Your Directors have pleasure in submitting their 41^st Annual Report of the Company
together with the Audited Statements of Accounts for the year ended 31^stMarch, 2024.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous
year's figures are given hereunder:

(Audited) (Amount in Lacs )

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Total Income for the financial year 2023-2024 is Rs. 155.57 lacs as compared to
Previous financial year 2022-2023 was Rs. 56.29 lacs.

During the Year, the Company has profit of Rs. 68.73 lacs against the loss of Rs. 8.22 lacs
in the previous financial year

The said shares are listed on The Bombay Stock Exchange Limited

3. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year.

4. DIVIDEND

No Dividend is being proposed for the current financial year.

5. TRANSFER TO GENERAL RESERVE

Your directors do not propose to transfer any amount to the reserves.

6. TRANSFER AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND

As per the provisions of Section 125 of the Companies Act, 2013, deposits / dividend
remaining unclaimed for a period of seven years from the date they become due for
payment have to be transferred to Investor Education & Protection Fund (IEPF)
established by the Central Government.

During the year under review, there has been no any unclaimed deposit/dividend
remaining to transfer.

7. PUBLIC DEPOSITS

During the Financial Year 2023-24, your Company has not accepted any deposit within
the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014 as amended upto date.

8. BOARD OF DIRECTORS

The Composition of the Board of Directors as on date of signing this report as follows:

@Rohitkumar Mishra was appointed on the Board w.e.f. 16.02.2023 as an Whole Time Director, His
appointment was further approved by the Shareholders of the Company in the EGM held on

15.05.2023.

AMr. Prateek Parag Parekh was appointed on the Board w.e.f. 19.04.2023 as an Independent Director,
His appointment was further approved by the Shareholders of the Company in the EGM held on

15.05.2023.

Further, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of
the Company, Mrs. Deepa Bhavsar is retiring by rotation at the 41^st Annual General Meeting and being
eligible has been recommended for re-appointment as a director liable to retire by rotation by the
Board.

A brief resume and other details as required under the Act and Listing Regulations for re-appointment of
Directors is provided in the Notice of the 41^st AGM of your Company.

9. KEY MANAGERIAL PERSONNEL(S) (KMP)

The following are the KMP'S of the Company as on March 31, 2024:

10. COMMITTEES OF THE BOARD

Following are the Committees of the Board of Director as on date:

> Audit Committee

> Nomination & Remuneration Committee

> Stakeholder Relationship Committee

Details of all the above Committees of the Board as on the date of signing this report are as follows;-
AUDIT COMMITTEE

Your Company has an Audit Committee in compliance with the provisions of Section
177 of the Companies Act, 2013.

The Audit Committee of your Company comprises of the following members:-

Apart from Mrs. Deepa Rupesh Bhavsar, all other Committee members are Independent
Directors. Members of the Audit Committee possess financial/accounting expertise/
exposure.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has a Nomination and Remuneration Committee in compliance with the
provisions of Section 178 of the Companies Act, 2013, which amongst others is responsible
for identifying and recommending persons who are qualified to become directors or
appointed as part of senior management of the Company and laying down
remuneration policy.

The Nomination and Remuneration Committee of your Company comprises of the
following Directors as members:-

Apart from Mrs. Deepa Rupesh Bhavsar, all other Committee members are Independent
Directors.

STAKEHOLDER RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholder's Relationship Committee to redress the
complaints of the shareholders.

The Stakeholder Relationship Committee of your Company comprises of the following
Directors as members:-

Apart from Mrs. Deepa Rupesh Bhavsar, all other Committee members are Independent
Directors.

11. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTOR APPOINTED DURING THE YEAR.

There is change in the F.Y. 2023-24, Mr. Nikunj Shah resigned from the Board w.e.f.
10.04.2023 and Mr. Prateek Parag Parekh was appointed on the Board w.e.f. 19.04.2023
as an Independent Director and was further approved by the Shareholders of the
Company in the EGM held on 15.05.2023.

12. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board
hereby submit its responsibility Statement:—

(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation 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 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. Internal financial control 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 safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information.

(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.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI LODR Regulations") is given separately forming part of this Annual Report.

14. REPORT ON CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than Rs. 10.00 Crore and Net Worth of
the Company is less than Rs. 25.00 Cr, the Provisions of Corporate Governance are not
applicable on the Company in terms of Securities and Exchange Board of India (Listing
Obligation and Disclosure requirement) Regulations, 2015.

15. AUDITORS

(i) Statutory Auditors

M/s. SVP & Associates, Chartered Accountants, (ICAI Registration no. 003838N), Mumbai
were appointed as the Statutory Auditor of the Company for a period of 5 (Five) years,
from the conclusion of 38^th Annual General Meeting till the conclusion of the 43rd Annual
General Meeting hereafter. The Auditors are holding a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.

AUDITORS' REPORT

The Report given by M/s SVP & Associates on the financial statement of the Company for
the year 2023-24 forms part of the Annual Report. There has been no qualification,
reservation or adverse remark or disclaimer in their Report.

(ii) Secretarial Auditor

Mr. Hitesh Gupta, Practicing Company Secretary was appointed as Secretarial Auditor
by the Board of Directors for the financial year 2023-24 and this report forms part of the
Annual Report.

(iii) Cost Auditor and Cost Records
Not applicable

16. INTERNAL AUDIT

In accordance with provisions of section 138 of the Companies Act, 2013 and rules
framed thereunder, your Company has appointed M/s. Joy Dalia & Co., Chartered
Accountants as an Internal Auditors of the Company for the Financial year 2023-24 and
takes their suggestions and recommendations to improve and strengthen the Internal
Control Systems.

17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors or Internal Auditor of the Company have not
reported any frauds to the Audit Committee or to the Board of Directors under Section
143(12) of the Companies Act, 2013, including rules made thereunder.

18. COMPLIANCE WITH SECRETERIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standard issued by the Institute of Company Secretaries of India (ICSI) {SS 1
and SS2} respectively relating to meetings of Board and Committees which have
mandatory applications.

19. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
on the date of this report.

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

The disclosures required to be made under the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect
of conservation of energy, technology absorption is not applicable to the Company as
the Company is not involved in any manufacturing processing.

Foreign exchange earnings and outgo of the Company are Nil during the financial year
2023-24.

21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of making contribution towards various
activities of Corporate Social Responsibility as envisaged under Section 135 of the
Companies Act, 2013.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section
186 of the Companies Act, 2013 during the year under review and hence the said
provision is not applicable.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions entered during the year 2023-24 were in ordinary course of the business
and at arm's length basis. No material related party transactions i.e., transaction exceeding 10% of
the annual consolidated turnover as per the last audited financial statement, were entered during
the Financial Year by your Company. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable to
your Company and hence does not form part of this report.

Members may refer to note no. 24 to the financial statement which sets out related party disclosures
pursuant to IND AS-24.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualification, reservation or adverse remarks made by either of the
Auditors.

The Statutory Auditors and Secretarial Auditors of the Company have not reported any
fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the
Companies Act, 2013.

25. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has formulated a policy known as Nomination and Remuneration Policy
to govern the appointment and payment of remuneration to directors and KMPs. The
said policy is available on website www.satvamsilkmill.com/Financial-Investor-
Relations.html.

26. ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of
the annual return is placed on the website of the Company and can be accessed at
http://www.satyamsilkmill.com/Financial-Investor-Relations.html

27. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company has conducted 5 (Five) Board meetings during the financial year under
review.

The Board meet 5 times during the financial year 2023-24 viz. April 19, 2023, May 30, 2023,
August 12, 2023, November 9, 2023 & February 12, 2024.

The maximum time gap between any two board meetings was note more than 120 days.
As required under regulation 17 of SEBI Listing regulation, Section 173 of the Companies
Act, 2013 and secretarial standards on meeting of the Board of Directors.

28. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company
during the financial year 2023-24.

29. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all
the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and
Regulation 25(8) of SEBI (LODR) Regulations, 2015 ("LODR") so as to qualify themselves to
be appointed as an Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules and that there is no change in the circumstances as on the
date of this report which may affect their status as an independent director.

Your Board confirms that in its opinion, all the independent directors fulfill the conditions
prescribed under the Act and LODR and they are independent of the Company and its

management. All the independent directors on the Board of the Company are registered
with the Indian Institute of Corporate Affairs (IICA), Manesar, Gurgaon, Haryana-122052 as
notified by the Central Government under Section 150(1) of the Companies Act, 2013 and
have cleared the online proficiency self-assessment test.

30. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed
and implement the Risk Management Policy for the Company including identification
therein of elements of risk, if any, which is in the opinion of the Board may threaten the
existence of the Company. These are discussed at the meeting of the Audit Committee
and the Board of Directors of the Company.

At present, the Company has not identified any element of risk which may threaten the
existence of the Company.

The Audit Committee has been entrusted with the responsibility of overseeing various
organizational risks (strategic, operational and financial). The Audit Committee also
assesses the adequacy of mitigation plans to address such risks. Risks are categorised into
Strategic, Financial, Operational, Compliance & Reputational. ERM risk assessments
covering Company's various businesses and functions are a key input for the annual
internal audit program. During the year, the focus was on reviewing effectiveness of
actions taken to mitigate business, cyber security and other operational & Compliance
risks.

31. DISCLOSURE OF COMPOSITION OF COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company has established a vigil mechanism and overseas through the Audit
committee, the genuine concerns expressed by the employees and other Directors. The
Company has also provided adequate safeguards against victimization of employees
and Directors who express their concerns. The Company has also provided direct access
to the chairman of the Audit Committee for reporting issues concerning the interests of
co employees and the Company. The Whistle Blower Policy is available on the website of
the company viz., www.satvamsilkmill.com/Financial-Investor-Relations.html.

32. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. Issue of Equity Shares with Differential Rights

The Company does not have any equity shares with differential rights.

c. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

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

The Company has a formal system of internal control testing which examines both the
design effectiveness and operational effectiveness to ensure reliability of financial and
operational information and all statutory / regulatory compliances. The Company has a
strong monitoring and reporting process resulting in financial discipline and
accountability.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or
tribunals, impacting the going concern status and company's operations in future.

35. RATIO OF REMUNERATION OF THE WHOLETIME DIRECTOR & KMP TO THE MEDIAN EMPLOYEE'S
REMUNERATION AND OTHER DETAILS ARE AS UNDER

Mr. Rohitkumar Mishra was appointed on 16^th February, 2023.

(i) The Median Remuneration of Employees is Rs. 13.98 Lakhs.

(ii) The Company has three Employees as on 31st March, 2024 and all of them are
Permanent Employees.

(iii) During the Year 2023-24, there is increase in the salary of Employees.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

36. Information required with respect to Section 197(12) of the Companies Act, 2013 Read
With Rule 5(2) Of The Companies (Appointment And Remuneration Of Managerial
Personnel) Rules, 2014.

None of the employee drawn remuneration more than of Rs. 1 Crore 2 Lakh per
annum or Rs. 8.50 Lakh per month if any part of the year. Hence the provision of
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
applicable for the period under review.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace
for every individual working in the premises of the Company. Your Company always
endeavours to create and provide an environment that is free from discrimination and
harassment including sexual harassment.

In view of the same, your Company has adopted a policy on prevention, prohibition and
redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules framed there under for prevention and redressal of complaints of sexual
harassment at workplace.

During the year under review, your Company has not received any complaint from any of
its employee, hence, no complaint is outstanding for redressal.

38. ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated
Evaluation Policy during the year, which was approved by the Board of Directors. The
Policy provides for evaluation of the Board, the Committee of the Board and individual
Directors, including the Chairman of the Board.

The policy provides that evaluation of the performance of the Board as a whole, Board
Committees and Directors shall be carried out on an annual basis.

39. FAMILIARISATION PROGRAM

The company regularly communicates with all Independent Directors to provide detailed
understanding of the activities of the company including specific projects either at the
meeting of the Board of Directors or otherwise. The induction process is designed to build
an understanding of the company’s business and the markets to equip the Directors to
perform their role on the Board effectively. Independent Directors are also taken through
various business situations, nature of the industry, business model etc by way of
presentations and discussions. The details of directors induction and familiarisation are

available on the company’s website at www.satyamsilkmill.com/Financial-Investor-
Relations.html.

40. INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made, or any proceedings filed against the Company under
the Insolvency and Bankruptcy Code, 2016; hence the requirement to disclose
the details of application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016, against the Company during the year along with
their status as at the end of the financial year is not applicable

41. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1)
as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as
to compliance with the Code of Conduct of the Company.

The Company has Code of Conduct for Board members and Senior Management
personnel. A copy of the Code of conduct has been placed on the Company’s website
for information of all the members of the Board and management personnel.

All Board members and senior management personnel have affirmed compliance of the
same.

42. MISCELLANEOUS

During the year under Review, there was no change in the general nature of business of
the Company.

No material change or commitment has occurred which would have affected the
financial position of the Company between the end of the financial year to which the
financial statements relate and the date of the report.

During the year under Review, no funds were raised through preferential allotment or
qualified institutional placement.

43. CAUTIONARY STATEMENT

The information and statements in the Management’s Discussion & Analysis regarding the
objectives, expectations or anticipations may be forward-looking within the meaning of
applicable securities, laws and regulations. Actual results might differ materially from
those either expressed or implied in the statement depending on the circumstances.

44. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also

acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.

Date : 13.08.2024
Place: Mumbai

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

ROHITKUMAR MISHRA DEEPA RUPESH BHAVAR

WHOLE TIME DIRECTOR DIRECTOR

DIN:09515492 DIN:07167937