Sutlej Textiles and Industries Ltd

To

The members,

Your Directors are pleased to present the Twentieth Annual Report, together with the audited financial statements of your Company for the year ended 31^st March, 2025.

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) read with The Companies (Accounts) Rules, 2014. The financial statements for the financial year ended 31^st March, 2025 as well as comparative figures for the year ended 31^st March, 2024 are Ind AS compliant.

The financial highlights of your Company for the year ended 31^st March, 2025 are summarized as follows:

(Rs. in crore)

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

The Company has not transferred any amount to Reserves for the year ended 31^st March, 2025.

Due to the challenges faced during the year under review, your Board of Directors have decided not to declare any dividend for the financial year 2024 - 25. This strategic decision aims to support future growth and long-term shareholder value.

3.1 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.

Your Company has been assigned a rating of:

i. IND A+ Outlook: Negative for term loan facilities.

ii. IND A+ Negative for fund based and non - fund based long term working capital limits.

iii. IND A1 for fund based and non - fund based short term working capital limits.

Details of Loans, Guarantees and Investments made by your Company and covered under the provisions of Section 186 of the Act are appended as notes to the financial statements.

During the financial year, your Company continued with various modernization and debottlenecking activities.

Your Company has invested an amount of Rs. 62.84 crore on modernization, technology up-gradation and de-bottlenecking during the year. This will result in further improvement in efficiency and sustaining plant utilization and will result in value addition and improvement in quality.

The Company has a wholly owned subsidiary in the USA viz. Sutlej Holdings Inc., which in turn has a wholly owned subsidiary viz. American Silk Mills, LLC. Pursuant to the provisions of Indian Accounting Standard - 110 (Ind AS - 110) prescribed under the Companies (Accounting Standards) Rules, 2006, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) and as prescribed by the Securities and Exchange Board of India, consolidated financial statements presented by the Company include financial information of subsidiary companies, which forms part of the Annual Report.

The highlights of financial performance of the Company's subsidiaries for the financial year 2024 - 25 are disclosed in Form AOC - 1, which forms part of the Financial Statements. Your Company has also formulated a policy for determining material subsidiaries, which is available on the website of the Company at the web link:

https://www.sutlejtextiles.com/pdf/Policies%20

&%20Codes/Material%20Subsidiary%20Policy.pdf

The detailed review of the operations, state of your Company's affairs, performance and outlook of the Company is given separately in the Management Discussion and Analysis Report as required under

Regulation 34 of the Listing Regulations, 2015 by way of "Annexure I" to this report.

a) Mr. C. S. Nopany ceased to be a Key Managerial Personnel of the Company w.e.f. 24^th March, 2025.

b) Mr. Ashishkumar Srivastava was appointed as the Chief Executive Officer and Key Managerial Personnel of the Company w.e.f. 24^th March, 2025.

c) Mr. Rajib Mukhopadhyay ceased to be the Chief Financial Officer and KMP of the Company w.e.f. 11^th June, 2025.

d) Mr. Sachin Karwa was appointed as the Chief Financial Officer and KMP of the Company w.e.f. 11^th June, 2025.

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mr. Arhant Nopany (DIN 07863206) will retire by rotation at the ensuing 20^th Annual General Meeting (AGM) and being eligible, offers himself for reappointment.

Necessary resolution seeking approval of the members for the proposed re-appointment of Director, along with his brief profile and terms of reappointment, have been incorporated in the Notice of the ensuing AGM.

a) Mr. C. S. Nopany (DIN 00014587) was appointed as Wholetime Director designated as "Executive Chairman" of the Company for a period of 3 (three) years w.e.f. 1^st July, 2024. It is proposed to appoint Mr. Nopany as the Managing Director of the Company designated as "Executive Chairman" for a period of 3 (three) years w.e.f. 1^st August, 2025. Necessary resolution seeking the approval of the members forms part of the Notice of the ensuing AGM.

b) Mr. Arhant Vikram Nopany (DIN 07863206) was appointed as Additional Non-Executive Director of your Company w.e.f. 9^th May, 2024. His appointment was regularized as Non-Executive Director of the Company in

the AGM held on 30^th July, 2024. Mr. Sameer Kaji (DIN 00172458) and Ms. Deepa Kapoor (DIN 06828033) were appointed as Additional Independent Directors of your Company w.e.f. 9^th May, 2024 and their appointments were regularized in the AGM held on 30^th July, 2024.

c) Mr. Rohit Dhoot (DIN 00016856) and Mr. Ashok Mittal (DIN 00016275) were appointed as Independent Directors of your Company w.e.f. 30^th July, 2024.

d) Mr. Ashish Kumar Srivastava (DIN 06527942) was appointed as an Executive Director designated as "Wholetime Director and Chief Executive Officer" of the Company for a period of 3 (three) years w.e.f. 24^th March, 2025. Necessary resolution seeking approval for the appointment alongwith his brief profile, was included in the Postal Ballot Notice dated 22^nd March, 2025.

The Independent Directors have been appointed for a period of 5 (five) consecutive years from the date of their respective appointments.

In the opinion of Board, the aforementioned Directors are persons of integrity who possess essential skills, expertise and competencies in the context of the Company's business for effective functioning and fulfil requisite conditions as per applicable laws. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report. Except Mr. C. S. Nopany and Mr. Arhant Vikram Nopany, no other Directors are related to each other and are independent of the management of the Company.

Necessary resolutions seeking the members' approval for the appointment of Directors, along with their brief profiles, were included in the Notice of the 19^th AGM of the Company and approval sought through Postal Ballot.

Mr. U. K. Khaitan (DIN 01180359), Mr. Amit Dalal (DIN 00297603), Mr. Rajan Dalal (DIN 00546264) and Mr. Rajiv Podar (DIN 00086172) completed their second term of five (5) consecutive years as Independent Directors of the Company on 22^nd August, 2024. Accordingly, they ceased to be Independent Directors of the Company w.e.f. 23^rd August, 2024.

Ms. Sonu Bhasin (DIN 02872234) ceased to be an Independent Director of the Company on completion of her second term of five (5) consecutive years on 6^th May, 2025.

Mr. Rajib Mukhopadhyay (DIN 02895021) resigned from the position of Wholetime Director of the Company w.e.f. close of business hours on 23^rd March, 2025.

The Board places on record its appreciation for valuable services and guidance provided by the outgoing Directors, during their tenure as Directors.

All 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 declared that they meet the criteria of independence as laid down under Section 149(6) of the Act and Listing Regulations, 2015. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.

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, legal and risk management, corporate governance systems and practices, finance, banking and accounts and possess the requisite functional and managerial experience and they hold highest standards of integrity.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

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 at the weblink:

https://www.sutlejtextiles.com/pdf/csr/

FamiliarisationProgramme-2024-25.pdf

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.

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.

The Board on the recommendation of the Nomination and Remuneration Committee (NRC) has framed a policy for selection and appointment of Directors, KMPs and SMPs and their remuneration. The policy is available on the Company's website at the weblink:

https://www.sutlejtextiles.com/pdf/Policies%20&%20Codes/STIL_Remuneration%20Policy0525.pdf

The policy contains, inter-alia, principles governing the appointment and remuneration of Directors, KMPs and SMPs, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

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:

- Mr. Ashishkumar Srivastava, Wholetime Director & CEO (w.e.f. 24^th March, 2025);

- Mr. Sachin Karwa, CFO (w.e.f. 11^th June, 2025); and

- Mr. Manoj Contractor, Company Secretary & Compliance Officer.

A calendar of prospective meetings is prepared and circulated in advance to the Directors. During

the year, six meetings of the Board were convened. 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 period prescribed under the Act and Listing Regulations, 2015.

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, KMPs 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-24 (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 and is available at the weblink:

https://www.sutlejtextiles.com/pdf/Policies%20&%20Codes/STIL%20RPT%20Policy09052025.pdf

The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 forms part of this report.

Your Company's Internal Financial Control Systems are robust, comprehensive and commensurate with the nature of its business, size, scale and complexity of its operations. The system covers all major processes including operations, to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

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

The policies and procedures adopted by the Company ensures orderly and efficient conduct of its business and adherence to the Company's policies, prevention and detection of frauds and errors, accuracy and completeness of records and timely preparation of reliable financial information. The Audit Committee actively reviews adequacy and effectiveness of internal control systems and suggests improvements, for strengthening them in accordance with business dynamics, if necessary. It also reviews Internal Audit Reports on a quarterly basis. The Audit Committee also meets the Company's Statutory Auditors to ascertain their views on the Financial Statements, including the financial reporting system and compliance of accounting policies and procedures followed by the Company.

The Company's Auditors, M/s. BSR & Co., LLP, Chartered Accountants, (ICAI Firm Registration Number: 101248W/W-100022), were re-appointed as the Statutory Auditors of the Company for a second term of five years commencing from the financial year 2022 - 23 to hold office from the conclusion of the 17^th AGM of the Company till the conclusion of the 22^nd AGM to be held in the year 2027. The Auditors have confirmed their eligibility under Section 141 of the Act and Rules framed thereunder. As required under Regulation 33 of the Listing Regulations, 2015 the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Report given by the Auditors on the Financial Statements of the Company for the financial year ended 31^st March, 2025 is part of the Annual Report. There has been no qualification, reservation, adverse remark, reporting of any fraud including under Section 143(12) of the Act or disclaimer by the Auditors in their Report.

The Board of Directors on the recommendation of the Audit Committee of the Board has appointed M/s. Singhi & Co., Chartered Accountants (Firm Registration Number: 302049E) as Internal Auditors of the Company. M/s. Singhi & Co. have confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company for the financial year 2025 - 26.

In conformity with the provisions of Section 148 of the Act read with The Companies (Cost Records and Audit) Amendment Rules, 2014, Cost Audit is applicable to the Company. The accounts and records for the same are made and maintained by the Company as specified by the Central Government under Section 148(1) of the Act. The Board on the recommendation of the Audit Committee, has appointed M/s. K. G. Goyal & Associates, Jaipur, Cost Accountants (Firm Registration Number: 000024) to audit the cost records relating to the Company's units for the financial year ending on 31^st March, 2026, at a remuneration as specified in the Notice convening the 20^th AGM.

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. K. G. Goyal & Associates, Cost Accountants is included in the Notice convening the 20^th AGM.

Pursuant to the amended provisions of Regulation 24A of the Listing Regulations, 2015 and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s. CSM & Co., peer reviewed firm of Company Secretaries in Practice (Firm Registration Number: P2025RJ105300) as Secretarial Auditors of the Company for a term of 5 (five) consecutive years to hold office from the conclusion of the ensuing AGM till the conclusion of the 25^th AGM of the Company to be held in the year 2030, for approval of the members at the ensuing AGM of the Company.

A brief profile and other details of M/s. CSM & Co. are separately disclosed in the Notice of the ensuing AGM. M/s. CSM & Co. have given their consent to act as the Secretarial Auditors of the Company and confirmed that their appointment (if made) would be within the prescribed limits under the Act and Rules made thereunder and Listing Regulations, 2015.

The Secretarial Auditors have confirmed their eligibility as required under Regulation 24A of the Listing Regulations, 2015 and have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India.

They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of the provisions of the Act and Rules made thereunder and Listing Regulations, 2015.

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. R. Chouhan & Associates, Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the year under review. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and is annexed to this Report.

In addition to the above and pursuant to SEBI circular dated 8^th February, 2019, a report on Secretarial Compliance for the financial year 2024 - 25 has been submitted to stock exchanges.

Pursuant to Regulation 17(9) of the Listing Regulations, 2015, the Company has laid down a robust risk management framework to inform the Board about the risk assessment and minimization procedures undertaken by the Company. Your Company has formed a Risk Management Committee, for timely identification and mitigation of risks as a good governance practice.

The risk management framework is designed to identify, evaluate and assess business risks and their impact on Company's business. The risk assessment and minimization procedures are reviewed by the Risk Management Committee and the Board periodically to ensure that executive management controls risk through the mechanism of a properly defined framework. The framework is aimed at creating and protecting stakeholder value by minimizing threats and losses and identifying and maximizing opportunities.

The Risk Management Policy is available on the Company's website at the weblink:

https://www.sutlejtextiles.com/pdf/Policies%20&%20Codes/Risk%20Management%20Policy.pdf

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014 is given to the extent applicable in 'Annexure II", to this Report.

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. Your Company has implemented all the stipulations enshrined in the Listing Regulations, 2015, and the requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Regulation 27 of the Listing Regulations, 2015 forms part of this Report as "Annexure III". The requisite Certificate from M/s. R. Chouhan & Associates, Company Secretary in Practice, confirming compliance with the conditions of Corporate Governance stipulated under Regulation 27 of the Listing Regulations, 2015 is annexed to the Report on Corporate Governance, which forms part of this Report.

Corporate Social Responsibility is an integral part of your Company's ethos and policy and it has been pursuing this on a sustained basis. In conformity with Section 135 of the Act and Rules made thereunder, your Company has formed a Corporate Social Responsibility (CSR) Committee to oversee the CSR activities undertaken by the Company. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. Your Company has adopted a CSR Policy for the Company which provides a broad framework with regard to implementation of CSR activities carried out by the Company in accordance with Schedule VII of the Act. The CSR Policy is available on the Company's website at the weblink:

https://www.sutlejtextiles.com/pdf/Policies%20&%20Codes/CSR%20Policy2022.pdf

During the financial year 2024-25, your Company has spent Rs. 100.75 lakhs towards CSR activities. Your Company's key objective is to make a difference to the lives of the underprivileged and local communities and is committed to CSR engagement. A report on CSR activities as prescribed under the Act and Rules made thereunder is annexed herewith as "Annexure IV".

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, 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 Whistle Blower Policy is available on the Company's website at the weblink :

https://www.sutlejtextiles.com/pdf/Policies%20&%20Codes/Whistle%20Blower%20Policy.pdf

Your Company does business that delivers long term shareholder value and benefits society. Your Company continue to focus on its commitments which are aligned with national priorities and United Nations Sustainability Development Goals.

Your Company aims to create a positive business environment and empowering your Company's employees to make sustainable business decisions.

In terms of Regulation 34 of Listing Regulations, 2015 read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under "Business Responsibility and Sustainability Report" ('BRSR'). The BRSR seeks disclosure on the performance of the Company against nine principles of the "National Guidelines on Responsible Business Conduct" ('NGRBC').

The BRSR is annexed as "Annexure V" and forms an integral part of this Report.

Your Company has in place a Policy on prevention, prohibition and redressal of sexual harassment at workplace as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and Rules framed thereunder. Our POSH Policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders. This has been widely communicated internally. Your Company has constituted an Internal Complaints Committee as per the requirement of the Act to redress complaints relating to sexual harassment at its workplaces. No complaints were received during the year under review.

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended 31^st March, 2025 is uploaded on the website of the Company and can be accessed at www.sutlejtextiles.com

Disclosures pertaining to remuneration and other required information pursuant to Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is provided herewith as "Annexure VI" and forms part of this Report.

As per requirements of the Listing Regulations, 2015 and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

As required under Regulation 43A of Listing Regulations, 2015, your Company has formulated a Policy on Distribution of Dividend which can be accessed at the weblink:

https://www.sutlejtextiles.com/pdf/Policies%20

&%20Codes/Dividend-Distribution-Policy.pdf

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3)(c) of the Act :

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2025, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit or loss of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

During the year under review:

- no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and / or it's operations in future;

- no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

- no shares with differential voting rights and sweat equity shares have been issued;

- no instance of buyback of shares;

- no public deposits as defined under Chapter V of the Act have been accepted by the Company;

- there were no instances of receipt of any remuneration or commission by the Wholetime Director of the Company from any of its subsidiaries;

- the Company has complied with the provisions of Maternity Benefit Act, 1961;

- no agreements requiring disclosure under clause 5A of part A of para A of Schedule III, of the Listing Regulations, 2015 were entered.

Statements in the Directors Report and the Management Discussion and Analysis describing the Company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

27. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company's performance and for enhancing its inherent strength.

Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.