Your Directors are pleased to present this 31^st Annual Report together with the Audited Annual Financial Statementsfor
the year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS- AT A GLANCE

Overall Performance of your Company

The Financial Year 2023-24 had been fortunate enough for the Company as your Company has shown a
prodigious performance during the year under review. The net Profits of your Company had gone up from Rs.
5,52,17,951.88/- in the Financial Year 2022-2023 to Rs. 5,96,48,650.75/- in the Financial Year 2023-24 on
standalone basis.

The financial summary, performance highlights operations/state of affair of your Company for the year
ended 31^st March, 2024 along with the previous year’s figures are summarized below:

Amount(In Rupees)

During the year under review, Total Income of the company was Rs.2.03.57.44.893.40/- as compared to Rs.
1.73.00.71.886.91/-of last financial year on standalone basis. Profit Before Tax (PBT) for the period was
Rs.8.09.75.076.37 /- as compared to Rs. 7.23.94.406.03/-of last fiscal year 2022-23 on standalone basis. Profit
After Tax (PAT) increased to Rs.5.96.48.650.75/- as compared to Rs. 5.52.17.951.88/- of last fiscal and Earning per
share(EPS) increased to Rs.19.88 as compared to Rs. 18.40 of last financial year on standalone basis.

Total Income of the company was Rs. 2033852841.39/- as compared to Rs. 1.73.00.71.886.91/-of last financial year
on Consolidated basis. Profit Before Tax (PBT) for the period was Rs. 83344391.81 /- as compared to Rs.
7.23.94.406.03/-of last fiscal year 2022-23 on Consolidated basis. Profit After Tax (PAT) increased to Rs.
6.03.44.030.79/- as compared to Rs. 5.52.17.951.88/- of last fiscal and Earning per share(EPS) increased to Rs.20.11
as compared to Rs. 18.40 of last financial year on Consolidated basis.

DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT. 2013

Your company has made profits for the year under review; but in order to conserve the resources, the Board of
Directors of the Company has not recommended any Dividend on Equity Shares for the year under review.

INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16^th February, 2015, issued by the Ministry of Corporate Affairs (MCA),
Financial Statements of the Company for the Financial Year 2023-24 have been prepared as per IND- AS.

TRANSFER TO RESERVE UNDER SECTION 134(3Hi) OF THE COMPANIES ACT. 2013

The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus.
SHARE CAPITAL

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company. As
at 31st March, 2024, the Authorized Share Capital of the Company was Rs.3,50,00,000/- consisting of 35,00,000
Equity Share of Rs.10/- each. The Paid-up Share Capital of the Company as on 31^st March, 2024 was Rs. 3,00,11,000/
- consisting of 30,01,100 Equity Share of Rs. 10/- each and during the year under report, your Company has not
issued any shares under any employee stock option schemes, sweat equity shares or any equity shares with differential
rights, as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the
year under the report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend as company has not declared any dividend in the past, so the
provisions of Section 125 of the Companies Act, 2013 do not apply on the Company.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted/renewed any public deposits in terms of Section 73 of
the Companies Act, 2013read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of
principal or interest was outstanding as of the Balance Sheet date. There were no unclaimed deposits at the end of
Financial Year i.e. 31st March, 2024.

SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

During the financial year ended 2023-24, the Company had made a strategic investment of approximately Rs.
2,55,39,780/- (Rupees Two Crores Fifty five Lakh Thirty Nine thousand Seven hundred eighty only) in Harappa

Textile Mills Private Limited and subscribed to its equity shares equivalent to 99.96% of the issued and paid-up
equity capital of Harappa Textile Mills Private Limited.

Accordingly, during the financial year ended 2023-24, Company has one subsidiary namely Harappa Textile Mills
Private Limited within the meaning of Section 2(87) of the Companies Act, 2013 (“Act”) and there are no associates
or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial
statements of the Company’s subsidiary are mentioned in Form AOC-1 and is annexed herewith as “Annexure-I”
and forms part of this Report.

REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements of the company, for the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as attachment of this in a separate
section of thisBoard Report.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, Re¬
designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. during the year under review
are as follows:

Notes:

* Ms. Honey Agarwal, Company Secretary & Compliance Officer of the Company (Resigned w.e.f. 04th June, 2024)
i.e., after the closure of Financial Year 2023-24.

** Mr. Jatinder Pal Singh (DIN: 01661864) was re-appointed as an Whole Time Director (Category: Executive Director)
based on the recommendation of the Nomination & Remuneration Committee and simultaneously approved by the
Board of Directors of the Company in their meeting held on 30.08.2024 for a term of five consecutive years commencing
w.e.f. September 01, 2024 up to August 30, 2027 shareholders’ approval at the ensuing Annual General Meeting
(AGM) to be held on 30.09.2024.

** Ms. Harinder Kaur (DIN: 08407151) was re-appointed as an Whole Time Director (Category: Executive Director)
based on the recommendation of the Nomination & Remuneration Committee and simultaneously approved by the
Board of Directors of the Company in their meeting held on 30.08.2024 for a term of five consecutive years commencing
w.e.f. September 30, 2024 up to September 29, 2029 subject to shareholders’ approval at the ensuing Annual
General Meeting (AGM) to be held on 30.09.2024.

Further during the year under review, no other changes took place in the composition of the Board of Directors of the
Company. The composition of the Board of Directors of the Company is in compliance with the applicable norms.

Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the
independent directors appointed during the vear

No Independent Directors have been appointed on the Board of Directors during the financial year 2023-24.
Retirement bv Rotation

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation.
Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public
company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every
Annual General Meeting of the company.

Ms. Harinder Kaur (DIN: 08407151), Director will be retiring by rotation at the ensuing Annual General Meeting and
being eligible, offers herself for re-appointment. The Board recommends her re-appointment to the Board of Directors
of the Company at the ensuing Annual General Meeting (AGM).

The details of Directors being recommendedfor appointment / re-appointment asrequired under Regulation 36 of
SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 is contained in the accompanying Notice
convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking shareholders’ approval
are also included in the Notice.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
COMPANIES ACT. 2013

All Independent Directors have given declarations under section 149(7)that they meet the criteria of Independence
as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI
(Listing Obligation & Disclosure Requirement) Regulation, 2015.

ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT.2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2024
in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management
and Administration) Rules, 2014 is put on the Company’s website and can be accessed at https://
www.parmeshwarisilkmills.com/investor-desk/annual-return

NUMBER OF MEETINGS OF THE BOARD& COMMITTEES

During the financial year ended on March 31,2024, 14 (Fourteen) Board Meetings were held. The dates on which
the Board meetings were held are 24.04.2023, 28.04.2023, 04.05.2023, 29.05.2023. 21.06.2023, 20.07.2023,
25.07.2023, 02.08.2023, 21.08.2023, 11.10.2023, 12.10.2023, 08.11.2023, 02.01.2024 & 12.02.2024. The maximum
interval between any two meetings didn’t exceed 120 days, as prescribed in the Companies Act, 2013.Further,
details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms
part of the Annual Report.

Further, during the year, separate meetings of the Independent Directors of the Company were held on October 11,
2023 and February 12, 2024 to discuss and review the performance of all other non- independent Directors,

Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed
under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act,
2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The
Audit Committee of the Company comprises of Mr. Khushvinder Bir Singh (Chairperson), Mr. Jatinder Pal Singh and
Ms. Priya Begana as Members. During the year, all the recommendations made by the Audit Committee were accepted
by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of
this Annual Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178
of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation &Disclosure Requirement)
Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of Mr. Khushvinder Bir
Singh (Chairperson), Mr. Jatinder Pal Singh and Ms. Priya Begana as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this
Annual Report.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee of the Company is constituted in line with the provisions of section 178 of
the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement)
Regulation, 2015. The Stakeholders’ Relationship Committee of the Company comprises of Mr. Khushvinder Bir
Singh (Chairperson), Mr. Jatinder Pal Singh and Ms. Priya Begana as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this
Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The constitution of Corporate Social Responsibility Committee of the Company is constituted in line with the

provisions of section 135 of the Companies Act, 2013 to be read with Rule 5 of The Companies (Corporate Social
Responsibility Policy) Rules, 2014 The Corporate Social Responsibility Committee of the Company comprises of Mr.
Jatinder Pal Singh (Chairperson), Mr. Khushvinder Bir Singh and Ms. Priya Begana as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this
Annual Report.

VIGIL MECHANISM

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions of
Section 177 of the Companies Act, 2013 to be read with Regulation 18 & 22 of the SEBI (Listing Obligation&
Disclosure Requirement) Regulation, 2015.

The provisionsof Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own
performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that
performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated.
The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the
Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out
through a structured evaluation process to judge the performance of individual Directors including the Chairperson
of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills,
behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making
ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation
of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairperson
and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the
evaluation process and approved the evaluation results thereof.

STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION. RESERVATION OR ADVERSE
REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR:

M/s. Montek S & Associates. Chartered Accountants. (Firm Registration No. 020247N) were re-appointed
as Statutory Auditors of the company at the 30^th Annual General Meeting (‘AGM’) held on September 20, 2023,
for a term of five consecutive years i.e., from the conclusion of 30^th AGM till the conclusion of 35^th AGM of the
Company to be held in the year 2028 pursuant to Section 139 of the Companies Act, 2013.

Qualification(s) and Directors’ comments on the report of Statutory Auditor:

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and in the opinion of
the Directors do not call for any further comments. The Auditors’ Report does not contain any qualification,
reservation, adverse remark or disclaimer.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Parminder
Singh Bathla (Membership No. FCS - 4391 & CP No. - 2585) Proprietor of M/s P. S. Bathla & Associates.
Practicing Company Secretaries as Secretarial Auditor of the Company to conduct the secretarial audit of the
Company for the Financial Year 2023-24.

Secretarial Audit Report

The Secretarial Audit was conducted by Mr. Parminder Singh Bathla, Company Secretary and the Secretarial
Audit report thereon in Form MR-3 is annexed herewith as “Annexure-II” and forms part of this Report.

Qualification(s) and Directors’ comments on the report of Secretarial Auditor:

Observations in the report are on the basis of facts and are self-explanatory.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the year ended March 31,2024, as per Regulation 24A of The SEBI
(Listing Obligations And Disclosure Requirements) Regulations, 2015 was obtained from M/s P. S. Bathla &

Associates, Secretarial Auditors and submitted to the stock exchanges and is annexed herewith as
“Annexure-lll “ and forms part of this Report.

C. INTERNAL AUDITOR

The Company had appointed Ms. Harinder Kaur as Internal Auditor of the Company to carry out the Internal
Audit Functions.

The Company has well established internal control system and procedures and the same has been working
effectively throughout the year.

D. COST AUDITOR

The Board of Directors, on the recommendation of Audit Committee of the Company in their meeting held on
28th April, 2023 has re-appointed M/s. Pawan & Associates, Cost Accountants (FRN: 101729) as Cost Auditor
of the Company to conduct audit of Cost Records maintained by the Company for the Financial Year 2023-24 in
accordance with Section 148 and the Companies (Cost Records and Audit) Rules, 2014 after obtaining their
consent and certificate under Section 139, 141 and 148 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014 where they have confirmed their consent and eligibility to act as Cost Auditors
of the Company.

Your Company has maintained cost records and accounts as specified by the Central Government under sub¬
section (1) of Section 148 of the Companies Act, 2013

Cost Audit Report

There are no qualifications, reservations or adverse remarks made by Cost Auditors in their Report for FY
2022-23. Further, the Cost Audit Report for the FY 2022-23 was duly filed and for the FY 2023-24 the Cost Audit
Report is to be filed.

As required under the Act, a resolution seeking member’s approval for the remuneration payable to the Cost
Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

REPORTING OF FRAUDS

There was no instance of fraud during the year underreview, which required the Statutory Auditors to report to
the Audit Committee and / or Board under Section143(12) of Act and Rules framed thereunder.

PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT. 2013

During the year, your Company has duly complied with the provisions of Section 186 of the Companies Act,
2013. The particulars of Loan given, Corporate Guarantees provided and Investment made by the Company
during the year are as follows:

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188
OF THE COMPAIES ACT. 2013

During the financial year 2023-24, the Company has not entered into any contracts/arrangements/ transactions

with related parties which could be considered material in accordance with the Company’s Policy on Materiality
of Related Party Transactions. All the transactions made on arm’s length basis are being reported in Form
No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 is annexed as “Annexure-IV” and forms part of this Annual Report.

The Company presents a statement of all related party contracts / arrangements or transactions entered into by
the Company before the Audit Committee for its consideration and review on quarterly basis.

The Policy on Related Party Transactions is uploaded on the website of the Company and can be accessed at
http://www.parmeshwarisilkmills.com/wp-content/uploads/2018/01/Policv-on-Related-Partv.pdf

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS
REPORT. IF ANY UNDER SECTION 134(3Hl) OF THE COMPANIES ACT. 2013

There were no material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year of the Company to which this financial statement relate and on the date of
this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

To the best of the Management’s knowledge, there has been no material order passed by any regulator or
Court or Tribunal impacting the Going Concern status of the Company’s operations.

DETAILS OF 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 Financial Year 2023-24, there was no application made and proceeding initiated /pending under the
Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the
Insolvency and Bankruptcy Code, 2016.

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

During the year under review, there has been no one time settlement of loan taken from Bank & Financial
Institution.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUT-GO

The requisite information with regard to conservation of energy,technology absorption and foreign exchange
earnings and outgo,in terms of the Section 134(3)(m) of the Companies Act, 2013, readwith Companies (Accounts)
Rules, 2014 is given below:

Foreign Exchange Earnings and Outgo

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company.
However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in
normal course of its business regarding risk management. Currently, the company does not identify any element of
risk which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has framed a Policy on Corporate Social Responsibility pursuant to Section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and can be accessed at
https://www.parmeshwarisilkmills.com/

The Annual Report on Company’s CSR activities of the Company as per the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as “Annexure-V’and forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies
Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.
The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a
Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through
an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee
also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly
basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at https://
www.parmeshwarisilkmills.com/code-of-conduct

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil
Mechanism and Whistle Blower Policy of the Company was received by the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

As per the requirement of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal)
Act, 2013” and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its
workplaces. During the year, no complaints were filed with the Company.

CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate
section on corporate governance practices followed by the company, together with the certificate from the Practicing
Company Secretary confirming compliance forms an integral part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal FinancialControl system commensurate with the size, scale

and complexity of its operation. The system encompasses the major processes to ensure reliability of financial
reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets andeconomical and
efficient use of resources.

The Company has performed an evaluation and made anassessment of the adequacy and the effectiveness of the
Company’sInternal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal
Financial Control system implemented by the Company on the financial reporting and intheir opinion, the Company
has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls
over Financial Reporting were operating effectively as on 31^st March, 2024 based on the internal control over financial
reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and
adherence to the company’s policies, prevention and detection of frauds and errors, accuracy & completeness of the
records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit
Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness
of the organization’s risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet
the Company’s Statutory Auditors to ascertain their views on the financial statements, including the financial reporting
system and compliance to accounting policies and procedures followed by the Company.

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other
workers of the Company for their hard work, dedication and commitment. During the year under review, relations
between the Employees and the Management continued to remain cordial.

PARTICULARS OF EMPLOYEES

The Particulars of remuneration of Employees during the year 2023-24 pursuant to the provisions of Section 197 of
Companies Act,2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules,
2014 is disclosed as an “Annexure-VI” and forms part of this Report.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is
given in “Annexure-VII” and forms part of this Report.

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted
by the company.

REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy
contains, inter-alia, directors’ appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a Director, etc. The same can be accessed at https://www.parmeshwarisilkmills.com/wp-
content/uploads/2022/12/Criteria-for-making-pavment-to-Non-executive-Directors-1.pdf

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to
familiarize Independent Directors about the Company. The same can be accessed a http://
www.parmeshwarisilkmills.com/wp-content/uploads/2018/01/Familiarisation-Programme-for-Independent-
Directors.pdf

ANNUAL LISTING FEES/CHARGES

The shares of the Company are presently listed at BSE Limited and the Calcutta Stock Exchange Limited.

All statutory dues including Annual Listing Fees for the Financial Year 2024-25 has been paid by the Company.
CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS. 2015

The Board of Directors has framed a Code of Conduct for all Board Members and Senior Management Personnel as
per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Additionally, all
Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies
Act, 2013 to be read with SEBI Listing Regulations, 2015.

CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished
Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 &
Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI
(Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with
the Code of Conduct.

DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI(LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013, the Directors, would like to state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have 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 &
estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company
at the end of the financial year and of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & 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 &
detecting fraud & other irregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by the Company and such controls are
adequate and are 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.

DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year 2023-24.

GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there
were no transactions or applicability pertaining to these matters during the year under review:

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

ii) Issue of shares (including sweat equity shares and Employees’ Stock Options Schemes) to employees of the
Company under any scheme.

iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

iv) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of
employees.

v) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing
Director of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the
various stake holders including Financial Institutions,Banks, Governmental authorities and other business associates
who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by
the employees at all levels of the Company, who have contributed significantly towards Company’s performance and
for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support
extended by our valued stakeholders.

For and on behalf of the Board
Jatinder For Parmeshwari Silk Mills Limited

Psl Singh _{18:31:16 05}.₃₀.

Jatinder Pal Singh Harinder Kaur

Date:30.08.2024 DIN: 01661864 DIN: 08407151

Place:Ludhiana Chairperson & Whole time Director Whole Time Director