TO

THE MEMBERS,

Your Directors have pleasure in submitting their 40^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^stMarch, 2023.

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

The Total Income for the financial year 2022-2023 is Rs. 56.29 lacs as compared to Previous financial year 2021-2022 was Rs. 840.06 lacs.

During the Year, the Company has incurred a loss of Rs. 8.22 lacs against the profit of Rs. 683.22 lacs in the previous financial year

The said shares are listed on The Bombay Stock Exchange Limited

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

The Company has incurred loss during the period under review.

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

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.

During the Financial Year 2022-23, 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.

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.

*Nikunj Shah has resigned from the Board w.e.f. 10.04.2023. The Board expressed their sincerest gratitude for the valuable assistance and co-operation extended by Mr. Nikunj Shah.

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.

#During the year under review Mr. Bijay Kumar Saraf ceased to be Whole Time Director of the Company w.e.f. 16.02.2023 The Board expressed their sincerest gratitude for the valuable assistance and co-operation extended by Mr. Bijay Kumar Saraf.

Further, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rohitkumar Mishra is retiring by rotation at the 40th 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 40^th AGM of your Company.

During the year under review Mr. Bijay Kumar Saraf ceased to be Whole Time Director of the Company w.e.f. 16.02.2023.

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.

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.

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.

There was no change in the F.Y. 2022-23, post closure of financial year 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.

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 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. 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.

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.

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.

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.

The Report given by M/s SVP & Associates on the financial statement of the Company for the year 2022-23 forms part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Mr. Hitesh Gupta, Practicing Company Secretary was appointed as Secretarial Auditor by the Board of Directors for the financial year 2022-23 and this report forms part of the Annual Report.

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 2022-23 and takes their suggestions and recommendations to improve and strengthen the Internal Control Systems.

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.

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.

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.

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 2022-23.

The said provisions are not applicable to your Company.

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.

All related party transactions entered during the year 2022-23 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.

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.

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.

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

The Company has conducted 7 (Seven) Board meetings during the financial year under review.

The Board meet 7 times during the financial year 2022-23 viz. May 26, 2022, July 27, 2022,

August 12, 2022, November 14, 2022, January 24, 2023, February 16, 2023 & March 27,

2023

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.

The Company does not have any Subsidiary, Joint venture or Associate Company during the financial year 2022-23.

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.

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.

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.satyamsilkmill.com/Financial-Investor-Relations.html.

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.

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.

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.

(i) The Median Remuneration of Employees is Rs. 2.62 Lakhs.

(ii) The Company has three Employees as on 31st March, 2023 and all of them are Permanent Employees.

(iii) During the Year 2022-23, there is increase in the salary of Employees.

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

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.

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.

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.

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.

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

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.

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, however 11,16,250 equity shares of Rs.10/- each were allotted at par by way of Rights Issue amounting to Rs.1,11,62,500/-.

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.

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.