Suryaamba Spinning Mills Ltd

Dear Members,

Your Directors are pleased to present the Sixteenth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2023 ("year under review").

1. FINANCIAL SUMMARY AND STATE OF COMPANY'S AFFAIRS

A summary of your Company's financial results for the Financial Year 2022-23 is as under:

2. INDIAN ACCOUNTING STANDARD

The Company has adopted Indian Accounting Standards (Ind AS) and the financial statements have been prepared as per the Indian Accounting StandardRules, 2015, as prescribed under Section (133) of theCompanies Act, 2013 read with relevant Rules issuedthereunder and the other Accounting Principles generally accepted in India.

3. DETAILS OF OPERATIONS

The year under review was stressful one. Sluggishness in demand resulted to stress on selling prices of Yarn products, following with continuous drop in Raw material (Fiber) prices and Crude Oil prices, coupling with earthquake in Turkey and other parts of the world, Russia-Ukraine War imposition of sanctions on IRAN by the US and also resulting to the Rupee depreciation. Due to operational pause, demand implosion and complete halt of supply chains as business began to shift their focus to protecting the well-being of employees and other stakeholders. The revenue from operations during the financial year 2022-23 stood at 24,833.46 lakhs as compared to 22,665.59 lakhs in the previous financial year. Domestic revenue constitutes 18,295.85 Lakhs of total revenue from operations and export revenue constitutes 6,317.31 Lakhs of total revenue from operations. There is increase in domestic revenue by 22.85% whereas decrease in export revenue by 16.39%. The operating profit (EBIDTA) of the Company has decreased from 2,805.86 lakhs in the previous year to 2,243.61lakhs in the current year, resulted into decrease of 20.03 %. Your Company recorded a net profit of 784.80 lakhs in the current year as compared to 1461.27 lakhs in the previous year, registering a significant decrease of 46.29 %. The Company has reported Earnings per Share of 26.97 during the current year against 49.28 in the previous year.

4. DIVIDEND

Your Directors are pleased to recommend a dividend of 1/- per share for the year ended March 31, 2023, subject to shareholders' approval at the forthcoming 16^th Annual General Meeting (AGM) of the Company. The total outgo on account of dividend to the shareholders will be 29.32 Lakhs (subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961).

5. TRANSFER TO RESERVE

The Company has transferred Nil to the general reserve out of the amount available for appropriations for the financial year ended March 31, 2023.

6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, read with rules made there under, the details / due dates for transfer of unclaimed / unpaid dividend to the Investors Education & Protection Fund (IEPF) by the Company are given in General Shareholders Information Section of Corporate Governance Report, forming part of this Annual Report. The details of unclaimed dividend / shares are available on the website of the Company viz. www.suryaamba.com /investors.

7. FINANCE

Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

RATING

During the financial year 2022-23, India Ratings and Research (Ind-Ra) has affirmed Company a Long Term Issuer

Rating of ‘IND BBB'. The Outlook is stable. The instrument wise rating actions are given below:

DEPOSITS

During the year under review the Company has not accepted any deposits in pursuance of Chapter V Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not granted any loans, neither provided guarantees nor made any investments covered in the register maintained under section 186 of the Companies Act, 2013.

8. SHARE CAPITAL

There was no change in the share capital of the Company during the financial year under review.

The Paid up equity share capital of the Company as on 31st March, 2023 is 293.19 Lakhs. During the year under review. Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor granted any stock options or sweat equity under any scheme.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors'

Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) that in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards have been followed;

(b) that the directors 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 as at March 31, 2023, and Profit and Loss Statement of the Company for that period;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts for the financial year ended March 31, 2022, ongoing concern basis;

(e) that the directors have laid down internal controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OFTHE COMPANIES ACT, 2013.

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointment of Directors

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Shri Mayank Agarwal (DIN: 02749089), Whole-time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Independent Directors

All the Independent Directors of the Company have been appointed for a fixed term of 5 (five) consecutive years from the date of their respective appointment / regularization in the AGM and they are not liable to retire by rotation. All

Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Listing Regulations, 2015.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

Board Effectiveness

Familiarization Policy:

Pursuant to Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors about the Company. The policy is available on the website of the Company www.suryaamba.com. The familiarization policy of the Company seeks to familiarize the Independent Directors with the working of the Company, their roles, rights and responsibilities, vis-a-vis the Company, the industry in which the Company operates, business model, etc. Board Evaluation:

Pursuant to the provisions of the Act and Listing Regulations, 2015, the Board has carried out an evaluation of its own performance and that of the directors individually, as well as the evaluation of the working of the Board Committees. The manner of evaluation has been explained in the Corporate Governance Report. Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The policy is available on the

Company's website www.suryaamba.com. The policy contains, inter-alia, principles governing directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors, etc.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with The Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

• Shri Virender Kumar Agarwal, Managing Director;

• Smt. Seema Agarwal, Joint Managing Director;

• Shri Mayank Agarwal, Wholetime Director;

• Shri Gajanan N. Chhawsaria, CFO; and

• Smt. Kriti Ladha, Company Secretary & Compliance Officer.

12. MEETINGS OF THE BOARD

A calendar of prospective meetings is prepared and circulated in advance to the Directors. The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and Listing Regulations, 2015

13. COMMITTEES OF THE BOARD

Currently the Board has four Committees:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

Audit Committee

The Audit Committee consists of Shri Amit Goela, Chairman, Shri Sushil Kapadia, Member and Smt. Seema Agarwal, Member. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of Shri Amit Goela, Chairman, Shri Sushil Kapadia, Member and Shri Nilesh Panpaliya, Member.

Policy on directors' appointment and remuneration and other details:

The Company follows a policy on remuneration of directors and other senior managerial personnel. The Policy is recommended by the Nomination and Remuneration Committee and approved by the Board. More details of the same is given in the Corporate Governance Report.

Corporate Social Responsibility Committee

The Corporate Social Responsibility consists of Smt. Seema Agarwal, Chairman, Shri Mayank Agarwal, Member and Shri Amit Goela, Member.

This policy encompasses the Company's philosophy for giving back to society as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for the welfare & sustainable development of the community at large.

Corporate Social Responsibility Policy

The core theme of the Company's CSR policy is giving back to the society from which it draws its resources by extending helping hand to the needy and the underprivileged.

Corporate Social Responsibility is the commitment of business to contribute for sustainable economic development. It is the contribution of the corporate sector for philanthropic causes like education, health, water, sanitation, animal welfare, environment and community development. In alignment with vision of the company, through its CSR initiatives will continue to enhance value creation in the society, through its services, conduct &initiatives, so as to promote sustained growth of the society, in fulfilment of its role as a Socially Responsible Corporate, with environmental concern.

The Report on Corporate Social Responsibility as per Rule 8 of (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure-I.

Stakeholders Relationship Committee

Stakeholders Relationship Committee consists of Shri Amit Goela, Chairman, Shri Sushil Kapadia, Member and Smt. Seema Agarwal, Member. The Scope of the committee shall include considering and resolving the grievances of the security holders of the company which may arise due to any of the reasons cited in the Stakeholders Relationship Committee of the company.

Statutory Auditors:

At the Annual General Meeting (AGM) held on August 13, 2020, Manish N Jain & Co., Chartered Accountants (ICAI Firm Registration Number 138430W), were appointed as Statutory Auditors of the Company to hold office for a period of five years and their appointment will be subject to the ratification of members at every Annual General Meeting. However, pursuant to the Companies (Amendment) Act, 2017, the ratification of the auditors at every annual general meeting of the company has been dispensed with.

The Report given by the Auditors on the financial statements of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The Auditor's Report to the Shareholders for the year under review does not contain any qualification or adverse remark.

Secretarial Auditor

The Board has appointed M/s Aarju Agrawal & Associates, a firm of Practicing Company Secretaries, Nagpur as the Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year 2022-23 in compliance with the provisions of Section 204 of the Companies Act, 2013.

The Secretarial Audit Report issued by M/s Aarju Agrawal & Associates in Form MR-3 is enclosed as Annexure-II. The Report of the Secretarial Auditor annexed to this Report is self- explanatory and does not call for any further clarification. In addition to the above and pursuant to SEBI circular dated June 29, 2021, a report on Secretarial Compliance for F.Y. 2022-23 has been submitted to stock exchanges. There are no observations, reservations or qualifications in the said report.

Internal Auditor

The Board of Directors of the Company have appointed Miss Shreyata Khakole, Chartered Accountants having Membership Number: 174018 as Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2022-23. They have confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company for the financial year 2022-23. But due to preoccupancy of work resigned as Internal Auditor of the Company w.e.f. August 05, 2022.

M/s Haziyani & Associates, Chartered Accountants having Membership Number: FRN 030087C were appointed as Internal Auditor of the Company to conduct the Internal Audit of the Company for the Financial Year 2022-23, w.e.f. August 06, 2022. They have confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company.

Cost Auditor:

The Board of Directors have appointed M/s. G. R. Paliwal & Co., Cost Accountants (Firm Reg. No.100058), Nagpur for conducting the cost audit of the Company for the financial year 2022-23, in compliance to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit Rules,) 2014, on the recommendations made by the Audit Committee and has recommended his remuneration for the approval of Members at the ensuing Annual General Meeting.

As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking member's ratification for the remuneration payable to M/s. G. R. Paliwal & Co., Cost Accountants is included in the Notice convening the 16^th AGM of the Company.

15. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed by the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

16. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given below:

Remuneration to Directors:

Remuneration to Key Managerial Personnel (KMP):

* Median Remuneration Employee

** Based on annualized salary and rounded off to two decimals

Note:

Independent Non-Executive Directors receives only sitting fees, which are not considered above. Figures have been rounded off wherever necessary. a. The Median Remuneration of Employees (MRE) excluding Whole Time Director was 1,31,839/- b. In the financial year, there was an increase of (37.25%) in the median remuneration of employees. c. There are 829 permanent employees on the rolls of Company as on March 31, 2023. d. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year N.A. e. It is affirmed that the remuneration is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees adopted by the Company.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at cssuryaamba@gmail.com .

17. CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations is included as a part of this Annual Report. The requisite certificate from Manish N Jain & Co., confirming the compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

18. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of provisions of Regulation 34(2) of SEBI Listing Regulations report on Management Discussion & Analysis for the year under review is provided in a separate section forming part of this Annual Report.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Company's Code of Conduct. Under the vigil mechanism of the Company, which also incorporates a whistle blower policy in terms of Regulation 22 of the Listing Regulations, 2015, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism. The Policy on vigil mechanism/whistle blower policy may be accessed on the Company's website www.suryaamba.com Employees who join the Company newly are apprised of the availability of the said policy as a part of their induction schedule.

The above is in compliance of Section 177 (9) & (10) of the Companies Act, 2013 and in terms of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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.

21. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year under review.

Material changes and Commitments, if any, affecting the financial position of the Company occurred after the closure of financial year till the time of adoption of this report.

No other material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. Further, there is no change in the nature of business of the Company.

22. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company did not enter into any material related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for transactions which are of a foreseeable and repetitive nature. A detailed statement of such Related Party Transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for their review on a quarterly basis. Suitable disclosures as required by the Indian Accounting Standards (Ind AS 24) have been made in the notes to Financial Statements.

The Company has formulated a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.suryaamba.com.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information with respect to Conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, are provided in the Annexure III to this Report.

24. RISK MANAGEMENT POLICY

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Declaration with the compliance with the code of conduct by Members of the board and Senior Management personnel.

The Company has complied with the requirements about code of conduct for Board members and Sr. Management Personnel.

The said policy is available on the website of the Company www.suryaamba.com .

25. MECHANISM FOR BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the schedule IV of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Directors evaluation was broadly based on the parameters such as understanding of the Company's vision, objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed performance of non-independent directors, performance of the board as a whole and performance of the chairman after taking in to account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

26. POLICY ON SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act; 2013.The Company regularly conducts awareness programmes for its employees.

Disclosure pertaining to sexual harassment of women at workplace

During the Financial year ended March 31, 2023 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment, and the Company had created Internal Complaints committee.

27. ENVIRONMENT, HEALTH AND SAFETY

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and wellbeing of every person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is part of the Company's DNA.

28. SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). A certificate of compliances issued by the Secretarial Auditor M/s. Aarju Agrawal & Associates dated July 02, 2023 is enclosed as Annexure-II and forms part of this Report.

29. SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANY

The Company does not have any subsidiaries, joint venture and Associates Company during the year under review.

30. GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies. Further, as per the provisions of Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Company may send financial statements and other documents by electronic mode to its members. Your Company has decided to join the MCA in its environmental friendly initiative. Accordingly, henceforth Company propose to send documents such as notices of General Meetings, Annual Report and other communications to its shareholders via electronic mode to the registered E- mail addresses of the shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest E-mail addresses with their depository Participant (D.P.) with whom they are having Demat Account or send the same to the Company via E-mail at: - cssuryaamba@gmail.com or samba.ngp@gmailcom. We solicit your valuable co- operation and support in our endeavor to contribute our bit to the Environment.

31. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

32. HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company recognizes human resource as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company is of firm belief that the Human Resources are the driving force that propels a Company towards progress and success. The Company has a team of able and experienced professionals to look after the affairs of the Company. The Company's employees at all levels have extended their whole hearted co-operation for the excellent performance of the Company.

33. APPRECIATION & ACKNOWLEDGMENT

The Company is grateful to its Customers, Shareholders, Suppliers, vendors, investors and academic partners Banks & Financial institutions, Central & State Government Authorities for their confidence reposed and constant support.

The Board of Directors also place on record their sincere appreciation of the contribution made by the employees at all levels, the consistent growth of the Company was made possible by their hard work, loyalty, dedication, coordination and support.