Suryaamba Spinning Mills Ltd

Your Directors are pleased to present the Seventeenth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024 ("year under review")

A summary of your Company's financial results for the Financial Year 2023-24 is as under

(Rs.in Lakhs)

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

3. RESULTS OF OPERATIONS

The year under review was stressful Because of adverse market conditions, there is decrease m the performance of the Company. During the year under review your company has earned the revenue from operations Rs.21,857.43 lakhs which was Rs.24,833.46 lakhs during the financial year 2022-23.

The operating profit (EBIDTA) of the Company has decreased from 52,243.61 lakhs in the previous year to 51,448.52 lakhs in the current year, resulted into decrease of 35.44 %.

Your Company recorded a net profit of Rs.154 82 lakhs in the current year as compared to Rs.784.80 lakhs in the previous year, registering a significant decrease of 80.27%. The Company has reported Earnings per Share of Rs. 5.97during the current year against Rs. 26.97 in the previous year

The Company has transferred Nil to the general reserve out of the amount available for appropriations for the financial year ended March 31. 2024.

Your Directors are pleased to recommend a dividend of 51 - per share for the year ended March 31. 2024. subject to shareholders' approval at the forthcoming 17th Annual General Meeting (AGM) of the Company The total outgo on account of dividend to the shareholders will be 529.32 Lakhs (subject to deduction of TDS as per Section 194 of the Income Tax Act 1961).

The Authorised Share Capital of the Company is now 520,00,00,000 - divided into 2,00,00,000 (Two crores) number of equity shares of 5 10 - each .

During the year under review the authorized share capital of the Company comprising of Rs. 20,00,00,000(Rupees Twenty crores) divided into 50,00,000 (Fifty lakhs) Equity Shares of 510 each and 15,00.000 (Fifteen lakhs) Preference Shares of Rs.100 each which is now by passing resolution and amending MOA of the Company reclassified into 2,00.00,000 (Two crores) equity shares of Rs.10 each aggregating to Rs.20,00,00,000 (Rupees Twenty crores) Equity Share Capital

Now the amended Authorized Share Capital of the Company is 520,00,00,000 (Rupees Twenty Crores) divided into 2,00,00,000 (Two cores) Equity Shares of Rs.10 - (Rupees Ten Only) each

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report. There has been no change in the nature of business of the Company

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Retirement by Rotation and subsequent re-appointment:

In terms of Articles of Association of the Company and as per Section 152(6) of the Companies Act, 2013, 2 3rd of the Board of Directors is considered to be Directors liable to retire by rotation, of which 1/3rd shall retire at every Annual General Meeting and the Company shall have an option to re-appoint the retiring Director or appoint someone else in his place.

Consequently. Shri Virender Kumar Agarwal. Managing Director (DIN: 00013314), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommended his appointment at Item No 3 of the Notice calling 17thAnnual General Meeting for consideration of the shareholders.

b. Independent Directors:

Appointment:

During the year, on the recommendation of Nomination & Remuneration Committee. Smt. Neeraja Kartik (DIN: 08945443) was appointed as an Additional Director in the category of Non-Executive Independent Director, subject to approval of the shareholders, for a term of 5 (five) consecutive years w.e.f August 12, 2023

Pursuant to Section 161(1) of the Companies Act. 2013. at the Sixteenth Annual General Meeting (AGM) held on September 09, 2023 her appointment was regularized and approved by shareholders for a term of five (5) consecutive years w e.f. August 12, 2023 up to August 11, 2028.

Re-appointment:

There was no reappointment during the period Cessation of Tenure:

During the year Shri Sushil Kapadia (DIN: 01730944) Non- Executive Independent Director successfully completed his second term of five (5) years on November 10. 2023. Under the Companies Act 2013, an Independent director can serve a maximum of two terms of five years each, consequently he ceased to be director of the Company

Declaration by Independent Directors:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 along with rules framed there under and Regulation 16(lXb) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

d. Key Managerial personnel:

Pursuant to the Section 203 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Key Managerial Personnel of the Company as on March 31, 2024 are:

> Shri Virender Kumar Agarwal Chairman and Managing Director,

> Smt. Seema AgarwaL Joint Managing Director,

Shri Mayank Agarwal Whole time Director,

> Shri Gajanan Chhawsaria. Chief Financial Officer and

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

8. BOARD MEETINGS

During the year, four (4) Board Meetings were held The details of Board Meetings with regard to their dates and attendance of each of the Directors thereat have been set out in the Corporate Governance Report which forms pan of this Annual Report.

9. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Companies Act. 2013 and Regulation 17 and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 (Listing Regulations') read with SEBI Guidance Note dated January 5, 2017. the Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual Directors.

The performance of the Board and its Committees was evaluated by the Board after seeking inputs from all the Directors and Committee Members. Evaluation of Board is based on various aspects such as Board composition and structure, effectiveness of Board processes. Board's focus, contribution in the long term strategic planning, information and functioning, etc. Similarly, evaluation of committee is based on criteria such as structure and composition of Committees, their functioning, effectiveness of Committee meetings, etc.

The parameters for the performance evaluation of the Directors depend upon their roles and responsibilities. Director's profile and include attendance, effective participation and contribution m meetings of the Board and Committee meetings, domain knowledge, vision, strategy, execution and performance of specific duties, etc. At a separate meeting. Independent Directors evaluated the performance of Non-Independent Directors. Chairman and performance of the Board as a whole.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The manner in which the evaluation has been carried cut has been explained in the Corporate Governance Report.

Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory modifications) or re-enactment(s) thereof for the time being in force) the Directors of the Company confirm that

i. in the preparation of the annual accounts for the year ended March 31, 2024 the applicable accounting standards and Schedule III of the Companies Act. 2013 have been followed and there are no material departures;

ii. 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 at the end of the financial year March 31, 2024 and of the profit of the Company for that period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

iv. the annual accounts for the year ended March 31. 2024 have been prepared on a going concern basis:

v. proper internal financial control laid down by the Directors to be followed by the Company and that such internal financial control are adequate and operating effectively; and

vi proper system to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

During the year, the Board of the Company had total three Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The details of composition and committee meetings during the year are given in the Corporate Governance Report which is a part of this Annual Report.

Your Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and Senior Management employees pursuant to the requirement of Section 178 of the Companies Act, 2013 and Listing Regulations, The salient features of the Policy are set out in the Corporate Governance Report which forms pan of this Annual Report.

The said Policy of the Company, inter alia_: provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations The Policy is also available on the website of the Company http: www.surryaamba.com investors policies

13. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act. 2013, the Company has established a "Vigil Mechanism" incorporating whistle blower policy in terms of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, actual or suspected fraud, leal: or suspected leak of unpublished price sensitive information or violation of the codes of conduct by way of direct access to the Chairman Chairman of the Audit Committee. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

The Policy on Vigil Mechanism and whistle blower policy as approved by the Board may be accessed on the Company's website at the link: http: www.suryaamba.com investors policies

14. AUDITORS AND AUDITOR'S REPORT

a. Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules. 2014, M/s Manish N Jain & Co., Chartered Accountants (ICAI Firm Registration Number 138430W), Nagpur were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 18th Annual General Meeting (AGM) until the conclusion of 18th AGM

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.

The observations made in the Auditor's Report of M/s Manish N Jain & Co., Chartered Accountants read together with relevant notes thereon, are self-explanatory and hence do not call for any comments. There is no qualification, reservation, adverse mark or disclaimer by the Statutory Auditors in their Report

b. Cost Auditor:

The Company is maintaining the Cost Records, as specified by the Central Government under section 148(1) of Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 The Cost Audit of the Cost and related records of the Company for the year 2023-24 was undertaken by Shri Ghanshyam Paliwal, Proprietor of Ms. G R. Paliwal & Co.. Nagpur the Cost Auditor of the Company.

The Board of Directors, on the recommendations made by the Audit Committee have re-appointed M s. G. R. Paliwal & Co., Cost Accountants (Firm Reg. No. 100058), Nagpur as Cost Auditors of the Company for the financial year 2024-25 to conduct cost audit of the accounts maintained by the Company.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out m the Notice of ensuing annual general meeting. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Companies Act. 2013 and that they are not disqualified from appointment within the meaning of the said Act.

c. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules.. 2014, the Board of Directors of the Company had appointed M s. Aarju Agrawal & Associates, Practicing Company Secretary, Nagpur, as the Secretarial Auditors of the Company for the financial year 2023-24

The Secretarial Audit Report submitted by Smt. Aarju Agrawal in the prescribed form MR- 3 is attached as 'Annexure II' to this report 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. 2023-24 has been submitted to stock exchanges. There are no observations, reservations or qualifications in the said report.

d. Internal Auditor:

Pursuant to the provisions of Section 13S of the of the Companies Act, 2013 and the Companies (Accounts) Rules. 2014. on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M s Wadhwani Sherke & Co, Chartered Accountant having Membership Number 191285 to conduct the Internal Audit of the Company as per Rule 13 of the Companies (Accounts) Rules, 2014 for the financial year 2023-24.

During the year under review the Internal Audit Report do not contain any adverse remarks or qualification on the functions and activities 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. DEPOSITS

During the year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act. 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force).

17. RELATED PARTY TRANSACTIONS

All related parry transactions that were entered into during the financial year 2019-20 were on an arm's length basis and were in the ordinary course of business The Company had not entered into any contracts arrangements transactions with related parties which could be considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and Materiality of Related Party Transactions, formulated by the Company

For the details of the related party transactions, please refer Note No. 30 of Notes to Accounts to the financial statements

During the year under review, the Company has not given any loans, neither provided guarantees nor made any investments covered under the provisions of section 1S6 of the Companies Act 2013.

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

1. The Median Remuneration of Employees (MRE) excluding Whole-time Directors (WTDs) was Rs. 1,45,246 -

2. In the financial year, there was a increase of (10.17%) in the median remuneration employees.

3. There are 849 permanent Employees on the Rolls of the Company as on 31st March, 2024

4. 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 and

5. It is affirmed that the remuneration paid 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 pan of this annual report The above Annexure is not being sent alongwith 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 cs@suryaamba.com

20. HUMAN RESOURCES

Suryaamba considers human resources to be its most valuable asset and continues to put due emphasis on appropriate human resource development for its business. Your Company constantly endeavours to invest in people and processes to improve human capital for the organization and service delivery to its customers. The employees of your Company fully identify with the Company's vision and business goals. Your Company strives to provide a healthy, conducive and competitive work environment to enable the employees excel and create new benchmarks of productivity, efficiency and customer delight

Suryaamba always believes in maintaining mutually beneficial industrial relations and hence the industrial relations have always been smooth, cordial and trusting.

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

Energy conservation continues to be an area of major emphasis in our Company. Efforts are made to optimize the energy cost while carrying out the manufacturing operations. Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule S of Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are stipulated below:

a. Conservation of energy:

Energy Conservation is an ongoing process in the Company. The thrust is to measure the existing system parameters and then implement improvements. Emphasis is also given to optimize the operation of various equipments which also lead to energy conservation. The Company makes continuous efforts on monitoring and effective control on utilization of energy consumption and takes immediate steps to curtail power consumption. Machine maintenance, energy efficient equipment's, replacement of energy consuming equipment's is thoroughly carried out.

The company looks to explore the possibility of solar power as a green energy. There was no major capital investment on energy conservation equipment's during the year

b. Technology absorption:

The Company is continuously mailing efforts for adaptation of latest technology at its unit to improve the performance, quality* and cost effectiveness of its products, upgrading its plant and Machinery The Company focuses to pioneer the launch of new products that have been successful in the market to adapt at its unit.

The Company has been continuously improving the quality of its existing products and entered into new products and also to reduce the cost of production and optimum energy utilization.

The Company has not imported any technology during the last three years reckoned from the beginning of this financial year 2023-24 Therefore, no such disclosure on details of technology imported, year of import and absorption of technology are applicable.

During the year the company has not made any expenditure on research & development,

c. 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 S of Companies (Accounts) Rules. 2014, are provided in the Annexure III to this Report

22. RISK MANAGEMENT

Risk Management is a basic key to ensure sustained profitability and stability and also forms an integral and important component of Corporate Governance. The Company has the Risk Management Policy in place which identifies elements of risk, if any. which in the opinion of the Board may threaten the existence of the Company The objective of the Policy is to develop a ‘risk intelligent' culture which drives informed decision making and builds resilience to adverse developments while ensuring that opportunities are exploited to create value for all stakeholders.

The Board Management puts in place adequate and effective system and resources for the purposes of risk management. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Suryaamba believes that a robust risk management system ensures adequate control and monitoring mechanism for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize the shareholder's value. The Company's future growth is linked to general economic conditions prevailing in the market.

The details of the Financial Risk Management, its objectives and policies are set out in Note 29C to the Financial Statements of the Company.

23. INTERNAL FINANCIAL CONTROLS

The Company's internal control systems are supplemented by an extensive internal audit program conducted by an independent professional agency The internal control system is designed and exercised to ensure that all financial and other records are reliable for preparing financial statements, maintaining accountability of assets and in compliance with various policies, practices and statutes, and that all assets are safeguarded and protected against loss from unauthorized use or disposition and that those transactions are authorised, recorded and reported correctly.

The Company has sound internal financial controls commensurate to the size and nature of its business. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board for their review and during the year no material weaknesses in controls were observed

24. SIGNIFICANT OR MATERLYL ORDERS PASSED BY THE REGULATORS OR COURTS

Pursuant to the requirement of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules.2014, it is confirmed that during FY 2023-24 there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company's operations in future

25. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Directors stated that the Company follows an Anti- Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 also an internal complaints committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2023-24.

26. 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 pan of the Company's DNA.

27. MANAGEMENT DISCUSSION .AND ANALYSIS .AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysts Report and the Report on Corporate Governance, as required under the Listing Regulations, forms part of the .Annual Report.

28. OTHER DISCLOSURES

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

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.inve stors

During the year under review, India Ratings & Research have affirmed the Company Credit Rating IND BBB Negative, specified in detail in the Corporate Governance Report.

The Company neither has any subsidiary joint venture nor any associate company.

The Company does not have any scheme or provision of money for the purchase of its own shares by employees Directors or by trustees for the benefit of employees Directors; and

During the year under review, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise

29. APPRECLATION & ACKNOWLEDGMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry

They also take this opportunity to express their deep appreciation for sincere assistance and cc-operation received from its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support It will be the Company's endeavours to build and nurture these strong links with its stakeholders

Your Directors regret the loss due to COVID-I9 pandemic and hope for your good health and safety and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

By Order of the Board of Directors