To, Dear Members,

High Street Filatex Limited

Your Directors have immense pleasure in presenting the 30^th Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the financial year ended on March 31, 2024.

1. FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended March 31, 2024 is summarized as below:

Amount in Rupees

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions of the Companies Act, 2013.

Last year instead of manufacturing Company traded in socks and commodities and all the revenue from operation which is generated is from the same.

During the year under review, revenue from operations of the Company was Rs. 1,45,69,100/- as compared to NIL in the previous financial year. During the year under review Company earned a profit of Rs. 6,43,837/- from the operations and other activities etc., and to achieve more positive results the Directors are putting in their best efforts to improve the performance of the Company.

The Company endeavors to continue the tremendous growth rate. The Company's overall performance during the Financial

Year 2023-24 was robust resulting in improvement in all operational and financial parameters.

3. SHARE CAPITAL

The paid-up Share Capital of the Company as on March 31, 2024 is mentioned below:

Paid up Equity Share Capital : Rs. 6,470,000 Paid up Preference Share Capital : Rs. 13,600,000

There was no change in authorized, issued, subscribed and paid up capital during the year .

4. DIVIDEND

Following the conservative approach to retain profits, your directors do not recommend payment of any dividend for the financial year ended on 31st March, 2024.

5. AMOUNTS TRANSFERRED TO RESERVES

No amount is proposed to be transferred to general reserves for the financial year ended on March 31, 2024.

6. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES

During the year under review, there was no associate, Joint Venture and Subsidiary Company.

7. ANNUAL RETURN

In accordance with the provisions of Section 134(3) of the Companies Act, 2013, the Annual Return, under Section 92 (3) of the Companies Act, 2013, is hosted on the website of the Company at https://www.highstreetfilatex.in/asp/annual-returns.htm

8. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Board meetings are conducted in accordance with the provisions of the Companies Act, 2013 (hereinafter referred as "the Act") read with Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "the SEBI Listing Regulations") and Secretarial Standard-1.

The Board meets at regular intervals (at least once in a calendar quarter) to discuss and decide on business strategies/polic y and review the financial performance of the Company. The Board meetings are pre -scheduled and a tentative annual calendar of the Board meetings is circulated to the Directors well in advance to facilitate the Directors to plan their sched ules and to ensure meaningful participation in the meetings, further notice of each Board Meeting is given well in advance in writing to all the Directors.

The agenda along with relevant notes and other material information are sent in advance separately to each Director. In case of Business exigencies, if any, the Board's approval is taken through circular resolution except in the cases which has been restricted by the act, which is noted and confirmed at the subsequent Board meeting.

The Chief Financial Officer of the Company was invited to attend all the Board Meetings. Other senior managerial personnel are called as and when necessary to provide additional inputs for the items being discussed by the board.

The Whole-time Director and the Chief Financial Officer of the Company make the presentation on the quarterly and annual operating & financial performance of the Company and other business issues.

The draft of the minutes prepared by Company Secretary is circulated among the Directors for their comment/suggestion within 15 days of meeting and finally after incorporating their views, final minutes are recorded in the books within 30 days of meeting.

Post meeting, important decisions taken are communicated to the concerned officials and department for the effective implementation of the same.

The Board of Directors met to discuss and decide on Company's business policy and strength apart from other normal Board business. During the year 2023-24, Five (5) Board Meetings were held, and the intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 and the SEBI Listing Regulations, including relaxations/extensions as time to time provided by the Ministry of Corporate affairs and Securities and Exchange Board of India. The dates on which the said meetings were held are as follows:

01) Saturday, April 01, 2023

02) Thursday, May 25, 2023

03) Friday, August 04, 2023

04) Monday, November 06, 2023

05) Monday, January 29, 2024

9. COMMITTEES OF BOARD

Under the aegis of Board of Directors, several committees have been constituted and delegated powers for different functional areas. The Board Committees are formed with approval of the Board and function under their guidance. These Board committees play an important role in overall management of day-to-day affairs and governance of the Company. The Board committees meet at regular intervals, takes necessary steps to perform its duties entrusted by the Board. To ensure good governance, Minutes of the meetings are placed before the Board to take note.

Under the provisions of the Act and the SEBI Listing Regulations, the Board of the Company have three committees namely:

I. Audit Committee

II. Stakeholders' Relationship Committee III. Nomination and Remuneration Committee

These are briefly enumerated as under:

I. Audit Committee:

The Audit Committee is duly constituted in accordance with Section 177 of the Act read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. It adheres to the terms of reference, prepared in compliance with Section 177 of the Act, and the SEBI Listing Regulations to the extent applicable. The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process. The Committee acts as a link between the Management, the Statutory Auditors, the Internal Auditors, Secretarial Auditors and the Board of Directors.

a.) Composition:

The Audit Committee comprises of three Directors, all of whom are Non-Executive Independent Directors. All the members of Audit Committee are financially literate and bring in expertise in the fields of finance, taxation, economics, risk and international finance. The Audit Committee seeks to ensure both corporate governance and provides assistance to the Board of Directors in fulfilling the Board's overall responsibilities.

The constitution of the Audit Committee is as under:

*Further Mr. Raj Deep Ghiya, Mr. Devendra Kumar Palod and Mr. Rajneesh Chindalia, ceased to be the Independent Director and member of the committee w.e.f. March 31, 2024 and Mr. Sunil Kumar Bairwa Mr. Charan Singh appointed as Additional Director (Independent ) and Ms. Prachi Sethia, appointed as Additional Director (Non-Executive) w.e.f. April 01, 2024.

The Company has re-constituted the Audit Committee vide Board Resolution dated January 29, 2024 as per the applicable provisions of the Section 177 of the Companies Act, 2013. The reconstituted Audit Committee comprises following members:

b.) Extract of Terms of Reference-

The indicative list of terms of reference of the Audit Committee are in accordance with Section 177 of the Act and as per the SEBI Listing Regulations are as follows:

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

(ii) review and monitor the auditor's independence and performance, and effectiveness of audit process; (iii) examination of the financial statement and the auditors' report thereon;

(iv) approval or any subsequent modification of transactions of the Company with related party; (v) scrutiny of inter-corporate loans and investments; (vi) valuation of undertakings or assets of the Company, wherever it is necessary; (vii) evaluation of internal financial controls and risk management systems; (viii) monitoring the end use of funds raised through public offers and related matters

(ix) review of internal audit reports relating to internal control weakness and discuss with internal auditors any significant findings and follow up thereon; (x) reviewing the statements of significant related party transactions submitted by the management.

(xi) review of the Whistle Blower Mechanism of the Company as per the Whistle Blower Policy and overseeing the functioning of the same. (xii) review and approve policy on materiality of related party transactions and also dealing with related party transactions.

c.) Audit Committee Meetings and Attendance-

During the Financial Year 2023-24, 4(four) meetings of the Audit Committee were held. The necessary quorum was present in all the meetings. The Audit Committee Meetings are usually held at the registered office of the Company. The dates of the meetings are:

01) Thursday, May 25, 2023

02) Friday, August 04, 2023

03) Monday, November 06, 2023

04) Monday, January 29, 2024

The table below provides the attendance of the Audit Committee members:

The Audit Committee invites such of the executives as it considers appropriate i.e. the head of the finance (CFO), Internal Auditor, representatives of the Statutory Auditors, Secretarial Auditors etc. to attend the Committee's meetings. The

Company Secretary of the Company acts as the Secretary to the Audit Committee.

All the recommendations of the Audit Committee was accepted by the Board during the year.

II. Stakeholders' Relationship Committee:

The Stakeholders Relationship Committee is duly constituted in accordance with Section section 178(5) of the Act. The

Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders'/ investors' complaints with respect to transfer, transmission of shares, issuance of duplicate share certificate, non-receipt of Annual Report, non-receipt of dividend etc.

This committee overlooks the performance of the Registrar and Share Transfer Agent and to recommend measures for overall improvement in the Quality of Investor services. The Company has always valued its customer relationships.

a.) Composition:

Constitution of the Committee is as under:

*Further Mr. Raj Deep Ghiya, Mr. Devendra Kumar Palod and Mr. Rajneesh Chindalia, ceased to be the Independent Director and member of the committee w.e.f. March 31, 2024 and Mr. Sunil Kumar Bairwa Mr. Charan Singh appointed as Additional Director (Independent ) and Ms. Prachi Sethia, appointed as Additional Director (Non-Executive) w.e.f. April 01, 2024.

The Company has re-constituted the Stakeholders Relationship Committee vide Board Resolution dated January 29, 2024 as per the applicable provisions of the Section 178(5) of the Companies Act, 2013. The reconstituted Stakeholders Relationship Committee comprises following members:

b.) Terms of reference of the Stakeholders' Relationship Committee are broadly as under-

The Stakeholders' Relationship Committee specifically looks into various issues of the Shareholders such as:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

c.) Stakeholders' Relationship Committee Meetings and attendance

During the year 2023-24, 01 (one) meeting of the committee was held on Monday, January 29, 2024. The necessary quorum was present in the meeting. The Committee Meeting is usually held at the registered office of the Company.

The table below provides the attendance of the Stakeholders' Relationship Committee members:

d.) Details of Complaints:

No. of Complaints received and solved during the year-

III. Nomination and Remuneration Committee-

The Nomination and Remuneration Committee has been constituted by the Company in terms of the provisions of Section 178 of the Act. The Nomination and Remuneration Committee reviews and recommends the payment of salaries, commission and finalizes appointment and other employment conditions of Directors, Key Managerial Personnel and other Senior Employees.

Composition:-

*Further Mr. Raj Deep Ghiya, Mr. Devendra Kumar Palod and Mr. Rajneesh Chindalia, ceased to be the Independent Director and member of the committee w.e.f. March 31, 2024 and Mr. Sunil Kumar Bairwa Mr. Charan Singh appointed as Additional Director (Independent ) and Ms. Prachi Sethia, appointed as Additional Director (Non-Executive) w.e.f. April 01, 2024.

The Company has re-constituted the Nomination and Remuneration Committee vide Board Resolution dated January 29, 2024 as per the applicable provisions of the Section 178 of the Companies Act, 2013. The reconstituted Nomination and Remuneration Committee comprises following members:

The Nomination and Remuneration Committee has been constituted in order to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders.

Extract of Terms of Reference-

The broad terms of reference of the Nomination and Remuneration Committee, as amended from time includes the following -

1) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; 2) formulation of criteria for evaluation of performance of independent directors and the board of directors; 3) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. 4) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. 5) recommend to the board, all remuneration, in whatever form, payable to senior management.

Nomination and Remuneration Committee Meetings and attendance - The necessary quorum was present in all the meetings. The Nomination and Remuneration Committee Meetings are usually held at the registered office of the Company. During the Financial Year 2023-24, 03 (three)meetings were held:-

01) Saturday, April 01, 2023

02) Friday, August 04, 2023

03) Monday, January 29, 2024

The table below provides the attendance of the Nomination and Remuneration Committee members:

BY THE COMPANY U/s 186

During the year under review, the Company has not given any loans or guarantee or provided security in connection with a loan nor it has acquired by way of subscription, purchase or otherwise the securities of any other body corporate.

11. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All the related party transactions that were entered during the financial year are done on arm's length basis and in the ordinary course of business. Relevant Form (AOC-2) for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given as

"Annexure-1" to this Report.

The policy on dealing with and materiality of Related Party Transactions has been placed on the Company's website and can be accessed through the following link:

http://www.highstreetfilatex.in/asp/Policy_on_Related_PartyTransaction.pdf

12. MATERIAL CHANGES AND COMMITMENTS

There were no material changes occurred and commitments that took place between the end of the financial year to which the financial statements relate and the date of this Report which can affect the financial position of the Company.

13. SIGNIFICANT AND MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

14. RISK MANAGEMENT POLICY

In compliance with the requirements of regulations contained in the SEBI Listing Regulations and the provisions of the Act, Company has a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. Company has a well-established Risk Management framework in place for identification, evaluating and management of risks, including the risks which may threaten the existence of the Company. In line with Company's commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. A detailed exercise is carried out to identify, evaluate, manage and monitor the risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. The detailed risk management policy of Company is available on the following weblink: http://highstreetfilatex.in/asp/Policy_on_Risk_Managment.pdf

15. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

An active, informed and independent Board is a pre-requisite for strong and effective corporate governance. The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the

Company has clear goals aligned to the shareholders' value and growth. The Board critically evaluates strategic direction of the Company and exercises appropriate control to ensure that the business of the Company is conducted in the best interests of the shareholders and society at large. The Board is duly supported by the Key Managerial Personnel and Senior Management Personnel in ensuring effective functioning of the Company.

Composition of the Board

The Composition & category of the Directors along with their attendance at Board Meetings, previous AGM & Shareholdings as on March 31, 2024 are given below:-

The composition of the Board reflects the judicious mix of professionalism, competence and sound knowledge which enables the Board to provide effective leadership to the Company. The Board periodically evaluates the need for change in its size and composition to ensure that it remains aligned with statutory and business requirements. None of the Director hold office as a director, including any alternate directorship, in more than twenty companies, nor is a Director on the Board of more than ten Public Companies or acts as an Independent Director in more than seven Listed Companies. Further, none of the Director is a Member of more than ten Committees or Chairman of more than five Committees, across all the Companies in which he/she is a Director. The Company has issued the formal letter of appointment to all the Independent Directors as prescribed under the provisions of the Act and the terms and conditions of their appointment has been uploaded on the website of the Company.

The Board is entrusted with ultimate responsibility of the management, directions and performance of the Company. Board conducts and exercises the overall supervision and control by setting the goals and policies, reporting mechanism and decision making processes to be followed. During the year under review,

a) Directors liable to retire by rotation

Mr. Bhagwan Singh (DIN: 02305246), Chairman & Whole Time Director of the Company who retired by rotation in the Annual General Meeting of the Company held on 22^nd September, 2023 being eligible, was re-appointed with the approval of Members.

b) Non-Executive Director

Ms. Prachi Sethia (DIN: 05308293) was appointed as an Additional Director (Non-Executive) of the Company in accordance with section 161 of the Companies Act, 2013 with effect from April 01, 2024 to hold office upto the date of ensuing Annual General Meeting in the Board Meeting of the company held on Monday, January, 29, ,2024.

The Company has received a notice in writing from a member proposing the candidature of Ms. Prachi Sethia as a Director on the Board of the Company. Further, the Board of Directors recommended the appointment of Ms. Prachi Sethia as the Director, liable to retire by rotation, to the Members at the ensuing AGM. c) Cessation of Independent Directors

Mr. Devendra Kumar Palod (DIN: 00082459), Mr. Raj Deep Ghiya (DIN: 00082495) and Mr. Rajneesh Chindalia (DIN: 00050984) have ceased to be Directors of the Company w.e.f. March 31, 2024 upon completion of their second term as Independent Directors.

d) Appointment of Independent Directors

Mr. Sunil Kumar Bairwa (DIN: 06791053) was appointed as an Additional Director (Independent) of the Company in accordance with section 161 of the Companies Act, 2013 at their meeting held on Monday, January, 29, ,2024 with effect from April 01, 2024 to hold office of Director till the conclusion of the ensuing Annual General Meeting. Mr. Sunil Kumar Bairwa is a B.A. Graduate. He has experience of more than 10 years in the field of Production. He possessed detailed practical Knowledge and expertise in his field.

The Company has received a notice in writing from a member proposing the candidature of Mr. Sunil Kumar Bairwa as an Independent Director on the Board of the Company. Further, the Board of Directors recommended the appointment of Mr. Sunil Kumar Bairwa as Independent Director, not liable to retire by rotation, to the Shareholders at the ensuing AGM.

Mr. Charan Singh (DIN: 06804838) was appointed as an Additional Director (Independent) of the Company in accordance with section 161 of the Companies Act, 2013 at their meeting held on Monday, January, 29, ,2024 with effect from April 01, 2024 to hold office of Director till the conclusion of the ensuing Annual General Meeting. Mr. Charan Singh is a B.A. Graduate. He has experience of more than 20 years in the field of General Management. The Company has received a notice in writing from a member proposing the candidature of Mr. Charan Singh as an Independent Director on the Board of the Company. Further, the Board of Directors recommended the appointment of Mr. Charan Singh as Independent Director, not liable to retire by rotation, to the Shareholders at the ensuing AGM.

e) Key Managerial Personnel (KMP):

Mrs. Mansi Jain (M. No. 55030) who possess requisite qualification as prescribed under the [Appointment and Qualification of Secretary] Rules, 1988 was appointed as the Company Secretary & Compliance Officer of the company with effect from April 01, 2023 fulfilling the requirements of Section 203 of the Companies Act, 2013 and rules made there under and as per Regulation 6(1) of SEBI Listing Regulations.

a) Key Managerial Personnel (KMP):

Mrs. Mansi Jain (M. No. 55030), Company Secretary and Compliance Officer of the company has tendered resignation from the said designation with effect from April 10, 2024. The Board places on record its appreciation for the services rendered by her during her tenure. Further, she ceases to be associated with the company and is relieved from the duties of a Company Secretary and Compliance Officer.

Mrs. Bhavna Giamalani (M. No. 56103) who possess requisite qualification as prescribed under the [Appointment and Qualification of Secretary] Rules, 1988 was appointed as the Company Secretary & Compliance Officer of the company by the Board of directors following the recommendation of the Nomination and Remuneration Committee with effect from July 08, 2024 fulfilling the requirements of Section 203 of the Companies Act, 2013 and rules made there under and as per Regulation 6(1) of SEBI Listing Regulations.

b) Re-appointment of Chairman and Whole Time Director:

The Board of Directors in their meeting held on August 09, 2024 after looking at his good performance recommended the re-appointment of Mr. Bhagwan Singh (DIN:02305246) as Chairman and Whole-time Director of the Company for a period of 3 years with effect from September 10, 2024 till September 09, 2027 liable to retire by rotation, to the Shareholders at the ensuing AGM.

Detailed profile of Mr. Bhagwan Singh pursuant to Schedule V to the Act, Regulation 36 (3) of Listing Regulations and relevant provisions of Secretarial Standard on General Meetings is furnished as Annexure A to the notice calling Annual General Meeting of members of the Company.

c) Re-appointment of Directors liable to retire by rotation ay the ensuing AGM:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Aishwarya Sethia (DIN: 02979618), Director & CFO of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment.

The Board recommends her re-appointment to the Members in the ensuing Annual General Meeting.

16. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the schedule IV and Rules issued thereunder, as well as clause (b) of the sub-regulation (1) of Regulation 16 of the SEBI Listing Regulations. Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. 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 and that they are independent of the management.

The independent directors have also confirmed compliance with the provisions of Rule 6(1)&(2) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors. Accordingly, they are required to pass online proficiency self -assessment test for Independent Director's Databank within a period of two years from the date of inclusion of their name in the data bank.

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and Listing Regulations and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

17. PUBLIC DEPOSITS

During the year under review, Company has neither invited nor accepted or renewed any fixed deposit in terms of provisions of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Further, the particulars of the borrowings by the Company from its directors are provided in the financial statements. (Pleas e refer to Note. 9 in the Financial Statements).

EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo during the financial year as required to be disclosed pursuant to Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules 2014, are given to the extent applicable in "Annexure- 2" forming part of this report.

19. STATUTORY AUDITORS

M/s R Sogani & Associates, Chartered Accountants, Jaipur (FRN: 018755C) was appointed as the Statutory Auditors of the Company to hold office for a term of five years from the conclusion of the 25th AGM of the Company held on 27th September, 2019, till the conclusion of the 30th AGM of the Company to be held in the year 2024.

Accordingly, the tenure is being concluded in the AGM to be held on 20th September, 2024 in the calendar year 2024. In view of expiration of their tenure, it was recommended by the Audit Committee for re -appointment of M/s R Sogani & Associates, Chartered Accountants for second consecutive term of five years.

Based on the recommendation of the Audit Committee, the Board recommends to the shareholders, the re-appointment of M/s. R Sogani & Associates for the second consecutive term of five years from the conclusion of the 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting of the Company to be held in calendar year 2029

Further, pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Company has received certificate from the Auditors to the effect that they are not disqualified under the provisions of applicable laws and also t hat there are no pending proceedings against them or any of their partners with respect to professional matters of conduct. As required under Regulation 33 of the SEBI Listing Regulations, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

20. STATUTORY AUDITOR'S REPORT

The Board has duly received the Statutory Auditor's Report on the financial Statements of the Company for the financial year ended March 31, 2024. The Report given by the Auditors on the financial statements of the Company is forming part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and the observations made by the Auditors are self -explanatory and have been dealt with in Independent Auditors Report & its annexures and hence do not require any further clarification.

Further, the Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Act.

21. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s V. M. & Associates (FRN: P1984RJ039200) Company Secretaries, Jaipur as Secretarial Auditor of the Company to conduct secretarial audit of the secretarial records for the Financial Year 2023-24.

A Secretarial Audit Report in Form MR-3 issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended on 31st March, 2024 is given in "Annexure-3" to this Report and does not contain any qualification, reservation or adverse remark.

Further, the Company has received consent and eligibility certificate from M/s V. M. & Associates, Company Secretaries, Jaipur to act as Secretarial Auditors for the F.Y. 2024-25. The Board in its meeting held on 09^th August, 2024 has reappointed M/s V. M. & Associates, Company Secretaries, Jaipur as Secretarial Auditors of the Company to carry out secretarial audit for the Financial Year 2024-25.

During the financial year 2023-24, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.

22. INTERNAL AUDITOR AND THEIR REPORT

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company. The Internal Audit Report is received yearly by the Company and the same is reviewed and taken on record by the Audit Committee and Board of Directors.

As per the requirements of the Act, Company had appointed Mrs. Padmini Palod, Chartered Accountant (Membership No. 074922) as the Internal Auditor of the Company for the financial Year 2023-24 for conducting Internal Audit.

The Internal Auditor's Report for the financial year ended on 31st March, 2024 are free from any qualification, reservation, observation and adverse remark.

In compliance with the aforesaid requirements, the board has re-appointed CA Padmini Palod as internal auditor to conduct the Internal Audit of the Company for the Financial Year 2024-25.

During the financial year 2023-24, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

23. CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 15 and Chapter V of the SEBI Listing Regulations, Companies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year are not required to comply with the provisions of Regulation 27 of the SEBI Listing Regulations.

As per the Audited Financial Statements of the Company the paid-up Equity Share and Net worth does not exceed the limit as mentioned above; hence compliance with the provisions of the Corporate Governance is not applicable to the Company.

However, your Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the Regulation 34 (2) of the SEBI Listing Regulations, the Management Discussion and Analysis Report giving details of overall industry structure, developments, performance and state of affairs of Company's business forms an integral part of this Report as "Annexure-4".

25. PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) of the Act read with rule 5, sub-rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014(as amended)during the year under review. Information as required by the provisions of Section 197 of the Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is given under:

The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub section 12 of Section 197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 are forming part of this report as "Annexure-5".

26. LISTING REGULATIONS

During the period under review, the Company has complied with all the mandatory requirements of the SEBI Listing Regulations and other applicable regulations.

27. NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of High Street Filatex Limited (the "Company").

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and includes formal evaluation framework of the Board. The company's Nomination & Remuneration policy includes director's appointment and remuneration & criteria for determining qualifications, positive attributes, independence of Director.

The objective of this Policy is to serve as a guiding charter to appoint qualified persons as directors on the Board of Direc tors of the Company ("Directors"), Key Managerial Personnel (the "KMP"), persons who may be appointed in senior management positions ("SMP"), to recommend the remuneration to be paid to them and to evaluate their performance.

The salient features of the Nomination and Remuneration policy are as follows:

Part A covers the matters to be dealt with, perused and recommended by the Committee to the Board:

Part B covers the appointment including re-appointment and removal of Director, KMP and senior management: and

Part C covers the level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

The policy is also available on the website of Company at http://www.highstreetfilatex.in/asp/nomination-and-remuneration-policy.pdf.

28. BOARD EVALUATION

The parameters for the performance evaluation of the Board, inter alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc., and such evaluation was done by the means of questioners circulated to all the directors.

The parameters for the performance evaluation of the Directors include attendance, effective participation in meetings of the Board, domain knowledge, vision, strategy, etc.

The Chairman of the respective Committees based on the feedback received from the committee members on the outcome of performance evaluation exercise of the committee, shares a report to the Board.

Board Level Performance Evaluation

The Act and the SEBI Listing Regulations stipulates the performance evaluation of the Directors including Chairman, Board and its Committees. Considering the said provisions, the Company has devised the process and the criteria for the performance evaluation which has been recommended by the Nomination & Remuneration committee and approved by the Board. During the year the Board of Directors has carried out an annual performance evaluation of its own performance, board committees and Individual Directors based on an indicative list of factors.

The process for formal annual performance evaluation is as under:

Independent Directors of the Company at their separate meeting evaluates the performance of Whole Time Director, Non- Executive Directors, Chairman of the Company and the Board as a whole.

The Board evaluates the performance of the all Directors. The Board evaluated the performance of Board Committees.

Nomination & Remuneration Committee evaluate/ review the performance of each Director recommends appointment/reappointment/ continuation of Directors to the Board. Based on the recommendation of Nomination & Remuneration Committee, Board will take the appropriate action.

The criteria for performance evaluation are as under:

Performance Evaluation of Non-Executive Directors and Chairman

Participation at Board / Committee Meetings, Managing Relationship, Knowledge and skill, Personal attributes, Compliance and Corporate Governance; Leadership; Strategy Formulation, Strategy Execution, Financial Planning/Performance, Relationships with the Board, Human Resource Management and Succession Planning, Personal Qualities, Resources and Conduct of Meetings.

Performance Evaluation of Board

Composition and Diversity; Strategic Foresight, Value Creation, Process and Procedures, Oversight of the Financial Reporting Process and Internal Controls, Oversight of Audit Functions, Corporate Governance, Corporate Culture, Monitoring of business activities, Understanding of the business of the Company and Regulatory environment; Contribution to effective corporate governance and transparency in the Company's Operations; Deliberations/decisions on the Company's strategies, policies, plans and guidance to the Executive Management.

Performance Evaluation of Committees

The performance and effectiveness of the Committee; Frequency and duration; Spread of talent and diversity in the Committee; Understanding of regulatory environment and developments; Interaction with the board.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a robust vigil mechanism through its whistle blower policy, approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act.

The policy also provides protection to the employees and Directors who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the whistle blower policy. The employe es are encouraged, to raise voice, for their concerns by way of whistle blowing and all the employees have been given access to the Audit Committee. It also provides adequate safeguards against victimization of Directors/ Employees who avail the mechanism and are free to report violations of applicable laws and regulations and the code of conduct. No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy. The Whistle Blower Policy is available on the following web link: http://www.highstreetfilatex.in/asp/vigil-mechansim.pdf.

30. INTERNAL FINANCIAL CONTROL

The Company's internal financial control framework is commensurate with the size and operations of the business and is in line with requirements of the Act. The Company has laid down Standard Operating Procedures and policies to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The Management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a statutory body, has issued Secretarial Standards (SS) on various aspects of corporate law and practices. The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

32. CODE OF CONDUCT

The Company has adopted a Code of Conduct for all the employees including the members of the Board and Senior Management Personnel. All the members of the Board and Senior Management Personnel have affirmed compliance with the said code of conduct for the financial year 2023-24.

The Code has been posted on the website (www.highstreetfilatex.in) of the Company. The Code can be accessed through the following link :http://www.highstreetfilatex.in/asp/ITC-High-street-filatex.pdf.

33. ANTI-SEXUAL HARASSMENT POLICY

The Company's Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 framed thereunder.

The Company conducts sessions for employees across the organization to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act. The Company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC has been set up to redress complaints received regarding sexual harassment.

During the Financial Year 2023-24, no complaint of sexual harassment was received by the Company details/particulars for the same are as follows:

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

34. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Act with respect to Directors' Responsibility Statement, your directors confirm that:

a) In the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and that no material departures have been made from the same;

b) They have 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 profits of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

35. DETAIL OF AGREEMENTS AS SPECIFIED UNDER REG. 30A (2) OF LODR

There is no agreement entered into as mentioned in Clause 5A of Para A of Part A of Sch III of Listing Regulations.

36. OTHER DISCLOSURES

Other disclosures with respect to Board's Report as required under the Act, Rules notified thereunder and Listing Regulations are either NIL or Not Applicable.

37. ACKNOWLEDGEMENT/APPRECIATION

The Board of Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to retain its Brand within the sector.

The Board places on record its appreciation for the support and co-operation to Company has been receiving from its suppliers, distributors, retailers and others associated with it as its trading partners. Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be Company's endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Board of Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.