Your Directors have pleasure in presenting their 80th 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
|
Particulars
|
F.Y. 2025-26
|
F.Y. 2024-2025
|
|
Revenue from Operations
|
2370.67
|
2185.37
|
|
Other Income
|
210.43
|
364.33
|
|
Total Income
|
2581.10
|
2549.70
|
|
Profit / ( Loss) before exceptional items and tax
|
-689.00
|
52.70
|
|
Exceptional items
|
-20.60
|
-
|
|
Profit before Tax (PBT)
|
-709.60
|
52.70
|
|
Tax Expense
|
650.64
|
-343.72
|
|
Profit after Tax (PAT)
|
-1360.24
|
396.42
|
|
Reserves and Surplus
|
3482.50
|
4648.05
|
|
Earnings per Share (^ )
|
-27.20
|
0.50
|
2. PERFORMANCE HIGHLIGHTS
Ý Standalone income, comprising Revenue from Operations and other income, for the FY 202526 was ? 2581.10 Lakhs.
Ý Standalone Profit before Tax for the FY 2025-26 was ^ (709.60) Lakhs.
Ý 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).
|
Particulars
|
As on 1 April 2025 (? )
|
As on March 31 2026 (? )
|
|
Authorized Equity Share Capital
|
30,00,00,000
|
30,00,00,000
|
|
Paid Up Equity Share capital
|
157905240
|
##100,00,000
|
## 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:-
|
Shareholding As on march 31, 2026
|
In Percentage of Total Shareholding
|
|
Promoter Shareholding
|
92.23
|
|
Public Shareholding
|
7.77
|
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 31st March, 2026, all Equity Shares of the Company are held in dematerialized form
|
MODE
|
NUMBER OF SHARES
|
% OF TOTAL CAPITAL
|
|
Shares in Demat Mode with CDSL
|
285125
|
5.7
|
|
Shares in Demat Mode with NSDL
|
4714875
|
94.3
|
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:
|
S.No.
|
Name of the Director
|
DIN
Number
|
Designation
|
Date of Appointment
|
Date of Cessation
|
|
1
|
Mr. Ajay Bikram Singh
|
03096101
|
Chairman and
Non-Executive
Director
|
January 03, 2025
|
|
|
2
|
Ms. Jyothi Thomas
|
03502492
|
Non-Executive
Independent
Director
|
January 03, 2025
|
|
|
3
|
Mr. Praveen Kumar Agarwal
|
06992675
|
Non-Executive
Independent
Director
|
January 03, 2025
|
|
|
4
|
Mr. Deepak Kumar Gupta
|
08578380
|
Non-Executive
Independent
Director
|
January 03, 2025
|
|
|
5
|
Mr. Sunil Kumar
|
09424480
|
Executive Director & CFO
|
January 03, 2025
|
|
|
6
|
Mr.
RameshChandragiri
Reddappa
|
10535137
|
Executive
Director
|
January 03, 2025
|
|
|
7
|
Mr. Ravi Kumar
|
|
Company
Secretary
|
June 29, 2024
|
November 10, 2025
|
|
8
|
Mr. Nitin Dubey
|
-
|
Company
Secretary
|
December 04, 2025
|
-
|
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:
| |
Name of Director
|
Nature of Directorship
|
Designation in Committee
|
| |
Mr. Deepak Kumar Gupta
|
Non-Executive Independent Director
|
Chairperson
|
| |
Ms. Jyothi Thomas
|
Non-Executive Independent Director
|
Member
|
| |
Mr. Sunil Kumar
|
Non-Executive Director
|
Member
|
| |
Mr. Praveen Kumar Agarwal
|
Non-Executive-Independent Director, Member
|
Member
|
| |
|
|
|
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:
| |
Name of Director
|
Nature of Directorship
|
Designation in Committee
|
| |
Mr. Deepak Kumar Gupta
|
Non-Executive Independent Director
|
Chairperson
|
| |
Ms. Jyothi Thomas
|
Non-Executive Independent Director
|
Member
|
| |
Mr. Praveen Kumar Agarwal
|
Non-Executive-Independent Director, Member
|
Member
|
| |
|
|
|
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: -
|
Name of Director
|
Nature of Directorship
|
Designation in Committee
|
|
Mr. Deepak Kumar Gupta
|
Non-Executive Independent Director
|
Chairperson
|
|
Ms. Jyothi Thomas
|
Non-Executive Independent Director
|
Member
|
|
Mr. Sunil Kumar
|
Executive Director
|
Member
|
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:
|
Name of the Director
|
Board Meetings attended during the year
|
Attendance at last AGM
|
|
Mr. Ajay Bikram Singh
|
04
|
Yes
|
|
Mr. Sunil Kumar
|
12
|
Yes
|
|
Mr. Ramesh Chandragiri Reddappa
|
12
|
Yes
|
|
Mr. Deepak Kumar Gupta
|
06
|
Yes
|
|
Mr. Praveen Kumar Agarwal
|
11
|
-
|
|
Ms. Jyothi Thomas
|
12
|
Yes
|
|
b. MEETINGS OF THE SHAREHOLDERS:
|
|
Type of Meeting
|
Date
|
|
AGM for the Financial year 2024-2025
|
31.12.2025
|
|
AGM for the Financial year 2023-2024
|
25.09.2025
|
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 80th 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 80th 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 80th AGM of the Company to the conclusion of 85th AGM of the Company to be held in the year 2031 and placed the requisite resolutions in the notice of the ensuing 80th 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 compliance@deltic.co.
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.
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Number of complaints of sexual harassment received in the year;
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Nil
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Number of complaints disposed off during the year; and
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Nil
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Number of cases pending for more than ninety days]
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Nil
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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:
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PARTICULARS
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2025-2026 (Rs. In Lakhs)
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Foreign Exchange Earnings (Inflow)
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1811.24
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Foreign Exchange Outgo (Outflow)
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656.52
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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.
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