Your Directors' have pleasure in presenting the Ninth (09th) Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31st, 2025.
COMPANY OVERVIEW AND STATE OF COMPANY'S AFFAIRS
Silky Overseas Limited ("the Company”) is engaged in the business to carry on business to manufacture, buy, sell, import, export or to deal in preparation of blankets made up of wool, cotton, synthetic, woolen fabrics, silk, art silk, and other fibre or blends thereof by modern methods utilizing plant powered by electricity, steam, gas or by any other method generally to wash, clean, purify, scour, bleach, dry, iron, colour, dye, disinfect.
It is also engaged in the business to carry on all or any of the business of dealers and manufacturers of all kinds of blankets, carpets, durries, mats, rugs, namdas, shawls, tweeds, linen, flannels and all other articles of woolen and worsted materials and of all articles similar to the foregoing or any of them or connected therewith. "
FINANCIAL SUMMARY OF THE PERFORMANCE OF THE COMPANY
The financial performance of the Company for the financial year 2024-25 is summarized in the following table:
(Amount in Rs. Lakhs)
|
Particulars
|
For the Financial Year
|
For the Financial Year
|
| |
ended 31st March, 2025
|
ended 31st March, 2024
|
|
Revenue from Operation
|
12382.20
|
6970.49
|
|
Other Income
|
42.97
|
55.76
|
|
Total Income
|
12425.17
|
7026.25 '
|
|
Total Expenses
|
^ 11032.73
|
6275.54
|
|
Profit before tax and exceptional items
|
1392.44
|
750.71
|
|
Less: Exceptional Item
|
(0.80)
|
(13.03) .
|
|
Less: Share of net profit/loss of subsidiaries
|
|
-
|
|
Profit before Tax (PBT)
|
1393.24
|
763.74
|
|
Tax Expenses:
|
|
|
|
Less: Net Current Tax
|
(368.08)
|
(201.34)
|
|
Less: Deferred Tax
|
11.49
|
' 4.12
|
|
Less: Provision Adjustment
|
1.40
|
-
|
|
Net Profit/(Loss) after tax
|
1038.04
|
566.52
|
|
Total Comprehensive Income
|
1038.04
|
566.52
|
|
Earnings per share (Basic & Diluted)
|
23.26
|
14.07
|
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR
The Key highlights pertaining to the business of the Company for the financial year 2024-25 have been given hereunder: (As per the Audited Financial Statements for 31st March, 2025)
• The Total Revenue from operations of the Company during the financial year 2024-25 was Rs. 12382.20 Lakhs against the revenue from operations of Rs. 6970.49 Lakhs in the previous financial year 2023-24.
• The Net Profit before tax for the year under review was 1393.24 Lakhs as compare to the profit before tax in the previous year of Rs. 763.74 Lakhs.
• The Net Profit after tax for the year under review was Rs. 1038.04 Lakhs as compare to the profit after tax in the previous year of Rs. 566.52 Lakhs.
Your Company has complied with all the acts, rules, regulations and guidelines issued/prescribed by the Securities Exchange Board of India, Ministry of Corporate Affairs and other statutory authorities.
TRANSFER TO RESERVES '
During the financial year under review the Company has no amount has been transferred to Reserve & Surplus out of the profits of the Company for the financial year 2024-25.
INSURANCE
The properties/assets of the Company are adequately insured.
DIVIDEND "
With a view to conserve the resources for future business operations of the Company and to develop and diversify the existing business, your directors have not recommended any Dividend for the Financial Year 2024-25.
Your Company has transferred the entire profit available for appropriation for the current Financial Year to the General Reserve. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, there is no unclaimed/unpaid dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.
SHARE CAPITAL
The authorized Share Capital of the Company is ^15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of ^10/- (Rupees Ten Only) each. During the year, the Company has not made any changes in its Authorized Share Capital.
The Paid-up Share Capital of the Company as on 31st March, 2025 is Rs. 4,46,20,230/-. There was no change in share capital of the Company during the year under review.
We are pleased to inform all stakeholders that after the closure of the financial year 2024-25, Silky Overseas Limited successfully completed its Initial Public Offering (IPO) on the NSE SME (Emerge) Platform, marking a significant milestone in its growth journey. The IPO received an overwhelming response, with an overall subscription of approximately 169.93 times. This
strong investor participation reflects the confidence in the Company's business model, operational strength, and growth prospects.
The overwhelming response enabled the Company to successfully issue 19,06,800 equity shares at an issue price of ^161 per share (including a share premium of ^151 per share), thereby increasing the Company's paid-up share capital to ^ 6,36,76,230.
Pursuant to the successful completion of the IPO process, the equity shares of the Company were listed on the NSE Emerge Platform on 07th July 2025. With this milestone, the Company has transitioned into a publicly listed SME entity, enhancing its visibility in financial markets, strengthening its corporate governance framework, and providing improved access to growth capital. Ý'
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The company has not made any investment, nor given any loan/ guarantee, provided security during the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
Subsequent to the end of the financial year, there has been a material development affecting the financial position of the Company. The Company received approval from the National Stock Exchange of India Limited (NSEfor the listing of its equity shares under the SME IPO on the NSE Emerge Platform. The equity shares of Silky Overseas Limited were listed on 07th July 2025.
This transition to a publicly listed SME entity is a significant milestone that is expected to enhance the Company's visibility in financial markets, improve access to capital, and strengthen its corporate governance and compliance framework. Other than the aforementioned development, there have been no further material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013
The particulars of transactions entered into with the related parties referred in Section 188(1) and applicable rules of the Act have been given in Annexure - I to this report in Form AOC-2. The Company has in place a Policy on Materiality of Related Party Transactions which is available on the Company's website - https://www.riandecor.com
MANAGEMENT DISCUSSION AND ANALYSIS "
The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations') and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.
ANNUAL RETURN
Pursuant to Section 134(3)(a), the Annual Return of the Company prepared as per Section 92(3) of the Companies Act, 2013, for the financial year ended March 31,2025, is hosted on the website of the company and can be accessed at www.silkyoverseas.com/pages/investors.
DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
The Board acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in preparation of the Financial Statements for the Financial Year ended on March 31, 2025 and state:
a. That in the preparation of Annual Accounts for the Financial Year ended as at March 31, 2025, the applicable Indian Accounting Standards have been followed along with the proper explanation relating to the material departures;
b. 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 Financial Year ended as at March 31, 2025 and of the profit and loss of the Company for the Financial Year ended on March 31, 2025;
c. 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud or other irregularities;
d. That the Directors have prepared the annual accounts on a going concern basis;
e. That 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
f. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE REPORT
As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance are not applicable to the company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGN EXCHANGE EARNINGS AND OUTGO
Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:
A. Conservation of Energy
a) Steps taken or impact on conservation of energy - . The Company continues to place emphasis on energy conservation as a means of achieving cost reduction and sustainability. The Company has installed and utilized solar panels at its textile plant, thereby reducing dependency on conventional sources of electricity. This initiative has resulted in a measurable reduction in power costs as well as lowering the Company's carbon footprint.
b) Steps taken by the Company for utilizing alternate sources of energy - The Company has installed and utilized solar panels
B. Technology Absorption
a) The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.
b) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable
C. The particulars of foreign Exchange and Outgo For the year under review are:-
Amount in Lakh
|
PARTICULARS
|
YEAR ENDING 31st MARCH, 202
|
5
|
YEAR ENDING 31ST MARCH, 2024
|
|
FOREIGN
EXCHANGE
EARNING
|
15.62
|
|
NIL
|
|
FOREIGN
OUTGO
|
NIL
|
NIL
|
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES "
During the year under review, none of the Directors of the Company were in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The necessary disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure - II to this Report.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024-25.
CASH FLOW STATEMENTS ”
As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended. '
DECLARATION BY DIRECTOR(S)
The Board has received declarations from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013, confirming that none of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 (“Act”) or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NUMBER OF MEETING OF THE BOARD OF DIRECTORS & GENERAL MEETINGS BOARD OF DIRECTORS MEETINGS
During the financial year 2024-25, Thirteen (13) meetings of the Board of Directors were held as follows:
|
No. of Board Meeting
|
Date of Board Meeting
|
|
01st Board Meeting
|
10th April 2024
|
|
02nd Board Meeting
|
03rd May 2024
|
|
03rd Board Meeting
|
05th May 2024
|
|
04th Board Meeting
|
02nd June 2024
|
|
05th Board Meeting
|
03rd July 2024
|
|
06th Board Meeting
|
05th July 2024 '
|
|
07th Board Meeting
|
08th August 2024
|
|
08th Board Meeting
|
28th August 2024
|
|
09th Board Meeting
|
03rd September 2024
|
|
10th Board Meeting
|
30th September 2024
|
|
11th Board Meeting
|
30th November 2024
|
|
12th Board Meeting
|
10th February 2025
|
|
13th Board Meeting
|
26th March 2025
|
The composition of the Board of Directors, their attendance at Board Meetings and the last Annual General Meeting are as under:
|
NAME OF DIRECTORS
|
CATEGORY
|
NUMBER OF MEETING WHICH DIRECTOR WAS ENTITLED TO ATTEND
|
MEETING
ATTENDED
|
ATTENDANCE AT LAST AGM
|
|
Sawar Mal Goyal
|
Managing Director
|
13
|
12
|
Yes
|
|
Ananya Goyal
|
Whole-Time Director
|
13
|
12
|
Yes
|
|
Manoj Dalmia
|
Professional Director
|
02
|
02
|
N.A.
|
|
Jay Kumar Shaw
|
Independent Director
|
09
|
02
|
N.A.
|
|
Shweta Bansal
|
Independent Women Director
|
13
|
12
|
No
|
NUMBER OF GENERAL MEETING
|
S.no
|
Date of Meeting
|
Type of Meeting
|
|
Members Entitled to attend the Meeting
|
_Members attended the Meeting
|
% of Share¬ Holding
attending the meeting
|
|
1.
|
02nd April 2024
|
Extra-ordinary General Meeting
|
25
|
6
|
24
|
|
2.
|
11th June 2024
|
Extra-ordinary General Meeting
|
25
|
6
|
24 ,
|
|
3.
|
08th July 2024
|
Extra-ordinary General Meeting
|
25
|
6
|
24
|
|
4.
|
30th September 2024
|
Annual General Meeting
|
25
|
6
|
24
|
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Composition of Board of Directors
The members of the Company's Board of Directors are distinguished individuals with a strong track record of competence and integrity. In addition to their extensive experience, they possess robust financial expertise, strategic insight, and exemplary leadership abilities. They demonstrate a high level of dedication to the Company, committing sufficient time to both meeting preparations and active participation in meetings.
As on March 31, 2025, your Board is comprised of Five (5) Directors. During the financial year under review, the structure of the Board as on March 31, 2025 is as below:
|
S.NO
|
Name of Directors
|
Designation
|
DIN/PAN
|
STATUS
|
|
1.
|
Sawar Mal Goyal
|
Managing Director
|
01896767
|
Promoter '
|
|
2.
|
Ananya Goyal
|
Whole-time director
|
07492850
|
Promoter
|
|
3.
|
Manoj Dalmia
|
Professional Director
|
10549692
|
Non-Promoter
|
|
4.
|
Jay Kumar Shaw
|
Independent Director
|
09627535
|
Non-Promoter
|
|
5.
|
Shweta Bansal
|
Independent Women Director
|
08396474
|
Non-Promoter
|
Following changes took place during the reporting year on the Board of Directors: -
1. Ms. Rishika Goyal (DIN: 10690720) has resigned from the office of the Director of the Company w.e.f. 9th February, 2025.
2. Mr. Jay Kumar Shaw (DIN: 09627535) was appointed as an Independent Director of the Company w.e.f. 11th June, 2024.
3. Mr. Manoj Dalmia (DIN: 10549692) was appointed as the Additional Director on the Board of the Company w.e.f. 10th February, 2025.
Key Managerial Personnel
As on March 31, 2025, the Company comprised of the following Key Managerial Personnel.
|
SL. No.
|
Name of the Key Managerial Personnel
|
"Designation '
|
|
1.
|
Mr. Amalendu Kumar
|
Chief Financial Officer
|
|
2.
|
Ms. Sakshi Sareen
|
""Company Secretary
|
However, after the closure of the year under review, Ms. Sakshi Sareen had resigned from the office of the Company Secretary of the Company w.e.f. 15.08.2025 and Mr. Rawail Kedyan was appointed as the Company Secretary of the Company w.e.f. 15.08.2025.
Annual Evaluation of Board of its own performance, of its Committees and Individual Directors:
The Company has established a framework for performance evaluation in line with applicable regulatory provisions and in compliance with the Act and the performance evaluation of the Board and its Committees were carried out during the year under review.
The evaluation was made in the overall context of the effectiveness of the Board and the respective Committees in providing guidance to the operating management of the Company, level of attendance in the Board/Committee meetings, constructive participation in the discussion on the agenda items, effective discharge of the functions and roles of the Board/ Committees. A detailed discussion followed on the basis of the aforesaid criteria and the Board collectively agreed that the Board and all its committees fulfilled the above criteria and positively contributed in the decision-making process at the Board/Committee level.
The Board has evaluated the performance of all the individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company.
The Nomination and Remuneration Committee has reviewed the performance of all the individual directors (Independent Directors, Non-Independent Directors and the Chairperson of the Company) based on their knowledge, level of preparation and effective participation in meetings, understanding of their role as Directors, etc.
The Independent Directors of the Company have also reviewed the performance of the Non- Independent Directors and the Board as whole. Structured questionnaires were evolved and used by the reviewers to assess Board effectiveness and for evaluation of Non-Independent Directors, Independent Directors and the Committees. The Board would use the results of the evaluation process to improve its effectiveness in the best interest of the Company.
Vigil Mechanism:
As per Section 177(9) and (10) of the Act, the Company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the Chairperson of the Audit Committee.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 26th March, 2025 to review, among other things, the performance of non¬ independent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.
COMMITTEE OF THE BOARD
The company's Board has the following committees:
> Audit Committee
> Nomination and Remuneration committees
> Stakeholders Relationship committees
(a) AUDIT COMMITTEE
Ý The Board, in its meeting held on 05th July, 2024, constituted the Audit Committee. During the financial year 2024¬ 2025, four (4) meetings of the Audit Committee were held on 28th August 2024, 03rd September 2024, 30th _ November, 2024; 10th February, 2025 and 26th March, 2025.
Ý The table below sets out the composition and attendance of the Committee members. The requisite quorum was present at all meetings.
|
S.NO
|
NAME OF THE MEMBERS
|
DESIGNATION
|
MEETING ATTENDED
|
|
1.
|
Jay Kumar Shaw
|
Chairman
|
04
|
|
2.
|
Sawar Mal Goyal
|
Member
|
04
|
|
3.
|
Shweta Bansal
|
Member
|
04
|
The Company Secretary served as the Secretary to the Committee.
All recommendations made by the Audit Committee were accepted by the Board of Directors.
The terms of reference of the Audit Committee include, but are not limited to, the following:
(i) Recommending the appointment, remuneration, and terms of appointment of the company's auditors;
(ii) Reviewing and monitoring the auditors' independence, performance, and the effectiveness of the audit process;
(iii) Examining the financial statements and the auditors' report thereon;
(iv) Approving or subsequently modifying transactions of the company with related parties;
(v) Scrutinising inter-corporate loans and investments;
(vi) Valuing the company's undertakings or assets, wherever necessary;
(vii) Evaluating internal financial controls and risk management systems;
(viii) Monitoring the end use of funds raised through public offers and related matters.
(b) NOMINATION AND RUMERNATION COMMITTEE
The Board at its Meeting held 05th July, 2024 constituted the Nomination and remuneration Committee (hereinafter referred as "NRC”). During the financial year 2024-25, 1 (One) meeting of NRC was held on 26th March, 2025.
|
S.NO
|
NAME OF THE MEMBERS
|
DESIGNATION
|
MEETING ATTENDED
|
|
1.
|
Jay Kumar Shaw
|
Chairman
|
01
|
|
2.
|
Shweta Bansal
|
Member
|
01
|
|
3.
|
Manoj Dalmia
|
Member
|
01
|
The Company Secretary has acted as the Secretary to the Committee.
The broad terms of reference of the NRC, as approved by the Board, are in compliance with Section 178 of the Companies Act, 2013 which are as follows:
(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c) (Remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.”
(d) To discharge such other duties and responsibilities as assigned to the Committee from time to time by the Board of Directors or as may be required under applicable laws or regulations.
Role of Nomination and Remuneration Committee:
1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance.
2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
3. The Committee shall ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully and relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
4. The Committee shall ensure that the remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time and make reports to the Board as appropriate.
6. Such other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.
Remuneration Policy:
1. The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by the Board in Board Meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance,
responsibilities shouldered, industry standards as well as financial position of the Company.
2. The Non-Executive Directors are paid remuneration by way of Sitting Fees. The Non-Executive Directors are paid sitting fees for each meeting of the Board of Directors attended by them.
(c) STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Board at its Meeting held 05th July, 2024 constituted the Stakeholders' Relationship Committee (hereinafter referred as "SRC”). During the financial year 2024-25, 1 (One) meeting of SRC was held on 26th March, 2025.
The SRC comprises of:
|
S.NO
|
NAME OF THE MEMBERS
|
DESIGNATION
|
MEETING ATTENDED
|
|
1.
|
Shweta Bansal
|
Chairman
|
01
|
|
2.
|
Manoj Dalmia
|
Member
|
01
|
|
3.
|
Sawar Mal Goyal
|
Member
|
01
|
The Company Secretary of the Company acts as the Secretary to the Committee.
This Committee addresses all grievances of Shareholders/Investors, and its terms of reference include the following:
a) Resolving grievances of the security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of the annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.; ‘
b) Reviewing measures taken for the effective exercise of voting rights by shareholders;
c) Reviewing adherence to the service standards adopted by the Company in respect of various services rendered by the registrar and share transfer agent;
d) Reviewing measures and initiatives taken by the Company to reduce the quantum of unclaimed dividends and ensure
timely receipt of dividend warrants/annual reports/statutory notices by shareholders; '
e) Formulating procedures in line with statutory guidelines to ensure speedy disposal of various requests received from
shareholders from time to time; .
f) Approving, registering, or refusing to register the transfer or transmission of shares and other securities.
g) Sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;
h) Allotment and listing of shares; '
i) Authorise affixation of common seal of the Company;
j) Issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;
k) Approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;
l) Dematerialize or rematerialize the issued shares;
m) Ensure proper and timely attendance and redressal of investor queries and grievances;
n) Carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing agreements (if applicable), as and when amended from time to time; and
o) Further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).
DETAILS OF FRAUD REPORT BY AUDITOR:
During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014. ^
AUDITORS
a) STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Manish Pandey & Associates, Chartered Accountants (Firm Regn. No.: 019807C), were re-appointed as the Statutory Auditors of the Company in the Annual General Meeting ("AGM”) held on 30th September, 2024.
The report submitted by the Statutory Auditors on the Financial Statements of the Company forms part of this Annual Report. There have been no qualifications, reservations or adverse remarks or disclaimer given by the Statutory Auditors in their report.
b) SECRETARIAL AUDITOR:
Pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on 04th August 2025 have approved & recommended for approval of Members, appointment of M/s Surbhi Bansal & Associates, Practicing Company Secretaries as Secretarial Auditor for a term of upto 5 (Five) consecutive years, to hold office from April 1, 2025 upto March 31, 2030.
c) INTERNAL AUDITOR
Pursuant to the provisions of applicable provisions of the SEBI Listing Regulations read with Section 138 of the Companies Act 2013, the Audit Committee and the Board of Directors at their respective meetings held on 04th August 2025 have recommended and approved, appointment of M/s VKG & Associates., Company Secretaries (FRN S2024HR979800) as Internal Auditors.
1. STATUTORY AUDITORS' REPORT
The Auditor's Report for the FY 2024-25 as well financial statements of the Company is attached to this Annual Report. The notes on Financial Statements referred to in the Annual Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.
2. SECRETARIAL AUDIT REPORT:
During the year under review, the provisions relating to Secretarial Audit under Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 were not applicable to the Company, as the Company did not meet the prescribed thresholds for applicability.
However, subsequent to the closure of the financial year, the equity shares of the Company have been listed on the NSE Emerge Platform, making the Company a SME Listed Entity. In view of the mandatory requirement under the Companies
Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is now obligatory for listed entities to conduct a Secretarial Audit.
Accordingly, based on the recommendation of the Audit Committee and the approval of the Board of Directors at its meeting held on 04th August 2025, the Company proposes to appoint M/s Surbhi Bansal & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30.
Maintenance of Cost Records:
The Central Government has not specified maintenance of cost records, for any of the products of the Company, under Section 148(1) of the Act.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUAC "
The Company has in place adequate internal financial controls commensurate with nature and size of the business activity and with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Company's business, including adherence to its 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.
The Company has satisfactory Internal Control Systems, which are continuously evaluated by professional statutory auditors of repute. The Company continues to improve the present Internal Control Systems by implementation of appropriate policy and processed.
RISK MANAGEMENT POLIC
The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Company's capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on a regular basis. The Company's Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed.
The Process of Risk Management include following steps: _
1. Risk Identification and Impact Assessment
2. Risk Evaluation
3. Risk Reporting and Disclosures
4. Risk Mitigating and Monitoring
DETAILS OF SUBSIDIARY, ASSOCIATES AND JOINT VENTURES
The company does not have any Subsidiary, Associate and Joint Venture as on 31st March, 2025.
COMPLIANCE WITH SECRETARIAL STANDARD
During the period under review, the Company has complied with the Secretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India.
POLICY ON CORPORATE SOCIAL RESPONSIBILITY
The Company allocated the required CSR budget of ^ 5,71,637 for FY 2024-25 as per Section 135 of the Companies Act, 2013. During the financial year under review, the Company has made a payment amounting to INR 5,71,637 on 04th March, 2025 in favour of Impact Paramedical and Health.
This contribution has been made in furtherance of the Company's commitment towards healthcare and social welfare. The same has been duly accounted for in the books of the Company and is in compliance with the applicable provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, to the extent applicable. Further As required under Companies Act, 2013 separate disclosure for the same is enclosed as Annexure-III
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year there were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.
Initial Public Offering: '
After the closure of Financial Year under review, the Company vide the letter dated 11th March 2025 has received the approval of National Stock Exchange for Listing of Equity Shares of Virtual Galaxy Infotech Limited (SME IPO). The equity shares of the Company were listed on the NSE Emerge Platform (the SME Platform of the National Stock Exchange of India Limited) on 07th July 2025. With this, your Company has transitioned into a SME Listed Company, enhancing its visibility in the financial markets, strengthening its corporate governance practices, and paving the way for greater transparency and access to capital.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013
The Company is committed to providing a healthy environment to all employees and thus does not tolerate any sexual harassment at the workplace. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review: ,
Number of Sexual Harassment Complaints Received: NIL
Number of Complaints Disposed of: NIL
Number of Cases Pending for more than 90 days: NIL
COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961
In accordance with the provisions of the Maternity Benefit Act, 1961, as amended, and pursuant to the disclosures required under Section 134 of the Companies Act, 2013, the Company affirms its commitment to ensuring a safe, equitable, and supportive work environment for all women employees.
The Company has implemented all necessary measures to comply with the provisions of the Maternity Benefit (Amendment) Act, 2017.
THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.
During the year under the review, there were no applications made or proceedings pending in the name of the company under the insolvency and bankruptcy code, 2016.
THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under the review, there has been no one-time settlement of loans taken from banks and financial institutions. ACKNOWLEDGMENT _
The Board of Directors wishes to express its gratitude and record their sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates.
The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management. '
For SILKY OVERSEAS LIMITED SD/-
SAWAR MAL GOYAL
MANAGING DIRECTOR .
DIN:01896767 "
R/O: HOUSE NO. 44, ENGINEERS ENCLAVE,
PITAMPURA, SARASWATI VIHAR, DELHI - 110034
Date: 07.09.2025 Place: New Delhi
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