Your Directors are pleased to present their Sixty-Second Annual Report on the business and operations of the Company
and the financial results for the year ended 31^st March, 2025.

FinoncifiL summoRy / highlights

compony s performance onD review

OF OPERATIONS

The Operations for the current financial year 2024-25 on a
turnover of H 796.34 crores resulted in a profit before tax of
H 5.52 crores and a net profit after tax of H 3.63 crores. The
production of yarn and fabric were maintained at the last
year's level. This is partly on account of the worldwide
geopolitical disturbances and political upheaval in
our neighbourhood.

DIVIDEND

Your Company proposes to further modernize its
machinery and production processes to keep pace with
the evolving global trends in the industry. The Board, with
a view to conserve resources has not recommended any
dividend for the year under review.

CAPITAL EXPENDITURE

During the year under review the Company incurred
capital expenditure of H 2230.01 lakhs.

EXPORTS

During the year our exports at H 186.05 crores registered
a 9% increase over that in the previous year. You will be
happy to note that this growth in exports was inspite
of the geopolitical disturbances during the year. The
disturbances in Bangladesh which is one of our main
markets had significant impact on exports. A series of tariff
wars resulting from the US Government's tariff changes
have caused uncertainties in global trade and the markets
are yet to stabilize.

FUTURE OUTLOOK

Considering the international scenario throwing up new
challenges at regular intervals, the Company has been
trying to partner with a couple of more European brands to
spread the risks in future. The Company proposes to explore
new markets like South America, Egypt, Indonesia, and
South Korea while making every effort to increase business
with existing brand leaders like WalMart, Levi's, Kontoor
and Amazon. Further the Company relentlessly pursues

the sustainability initiatives undertaken. The company
continues to offer unique product mix and excellent service
support as always.

DIRECTORS AnD KEY MANAGERIAL
PERSOnnEL

CHANGES in DIRECTORS:

Sri R. Surender Reddy was appointed as a Non-Executive
Non-Independent Additional Director on 24/05/2024
and secured the members' approval at the Annual
General Meeting held on 22/08/2024 for appointment
as Non-Executive Non-Independent Director liable to
retire by rotation.

Sri Arvind Sadashiv Mokashi, a retired banker appointed
as a Non-Executive Independent Director on 10/08/2023
for a period of five years resigned on 25/12/2024 due to
his personal commitments and the Board wishes to
place on record its appreciation of his wise counsel and
valuable guidance.

Smt. Aruna Prasad was appointed as a Non-Executive
Independent Director for a period of five years at the
Annual General Meeting held on 22/08/2024.

Dr. Malapally Chowda Reddy Balaji was appointed as
a Non-Executive Independent Director on 1 6/12/2024 for
a period of five years following resignation of Sri Arvind
Sadashiv Mokashi through Postal Ballot.

CHANGES in THE STATUS OF KmPs DURING THE YEAR:

Sri L N Agarwal was re-appointed as the Chairman and
Managing Director of the Company for a period of five
years w.e.f. 22/06/2024 at the Annual General Meeting
held on 22/08/2024.

Sri Buddhavarapu Mahadeva Vijaya Kumar resigned
from the post of CFO of the Company w.e.f. 17/10/2024
due to his personal commitments and Sri Santosh Kumar
Agarwal was appointed as the CFO of the Company
w.e.f 01/01/2025.

Further, Sri Paritosh Agarwal's term of appointment as a
Managing Director ends in June 2025 and the Board has
re-appointed him w.e.f. 21/06/2025 on the existing terms
subject to approval of the members of the company in the
ensuing 62^nd Annual General Meeting.

Further details about the above directors are given in the
Corporate Governance Report.

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013, and as per
the latest Listing Regulations, the annual performance

evaluation of the Board, its Committees and of Individual
Directors was carried out during the year under review.
More details on the same are given in the Corporate
Governance Report.

FAmILIARISATIOn PROGRAm FOR
InDEPEnDEnT DIRECTORS

The Company has formulated a familiarisation program
for the Independent Directors to provide insights into
the Company to enable the Independent Directors
to understand its business in depth and contribute
significantly to the Company. The details of such program
are available on the Company's website at http://www.
suryalakshmi.com/investor-corporate-governance.aspx.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has obtained the declaration from the
Independent Directors confirming that they meet the
criteria of Independence laid down in Section 149(6) of
the Companies Act, 2013. The Independent Directors
appointed during the financial year are persons of
integrity and possess expertise and experience in their
respective fields.

rnEETInG OF InDEPEnDEnT DIRECTORS

A separate meeting of the Independent Directors was
held under the Chairmanship of Sri Dhruv Vijai Singh,
Independent Director on February 14, 2025, inter-
alia to discuss evaluation of the performance of Non¬
Independent Directors, the Board as a whole, evaluation
of the performance of the Chairman, taking into account
the views of the Executive and Non-Executive Directors
and the evaluation of the quality, content and timeliness
of flow of information between the management and the
Board that is necessary for the Board to effectively and
reasonably perform its duties.

The Independent Directors expressed satisfaction
with the overall performance of the Directors and the
Board as a whole.

policy On APPOInTmEnT & remuneration

OF DIRECTORS

The Board of Directors has framed a policy which lays
down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of
the Company. The Policy broadly lays down the guiding
principles, philosophy and the basis for payment of
remuneration to Executive and Non-executive Directors
(by way of sitting fees and commission), Key Managerial
Personnel, Senior Management and other employees.

The policy also provides the criteria for determining
qualifications, positive attributes and Independence of
Directors and criteria for appointment of Key Managerial
Personnel / Senior Management and performance
evaluation which are considered by the Nomination
and Remuneration Committee and the Board of
Directors while making selection of the candidates.
The above policy has been posted on the website of
the Company at http://www.suryalakshmi.com/investor-
corporate-governance.aspx.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

(a) in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures;

(b) the Directors had selected such accounting policies
and applied them consistently and made judgements
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
profit and loss of the Company for that period;

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

(d) the Directors had prepared the annual accounts on a
going concern basis;

(e) the Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and are
operating effectively.

(f) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

DISCLOSURES UNDER THE COMPANIES
ACT, 2013

i) Annual Return:

The Company's Annual Return has been hosted on
Company's website and can be accessed at the web
link www.suryalakshmi.com. Therefore, the extract
of Annual Return as per the provisions of Section 92
of the Companies Act, 2013 and Rule 12 of Companies
(Management and Administration) Rules, 2014 has
not been annexed to this Board's Report.

ii) Number of Board Meetings:

The Board of Directors met four times during the year
2024-2025. The details of the board meetings and
the attendance of the Directors are provided in the
Corporate Governance Report.

iii) Committees of the Board:

There are various Board constituted Committees as
stipulated under the Act and Listing Regulations namely
Audit Committee, nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Risk Management Committee, Corporate Social
Responsibility (CSR) Committee. Brief details pertaining
to composition, terms of reference, meetings held and
attendance of these Committees during the year have
been enumerated in Corporate Governance Report and
CSR Report which forms part of the Annual Report.

iv) Related Party Transactions:

All the related party transactions are entered into
on arm's length basis and are in compliance with
the applicable provisions of the Companies Act 2013
and the Listing Regulations. There are no materially
significant related party transactions made by
the company with Promoters, Directors or Key
Managerial Personnel etc. which may have potential
conflict with the interest of the company at large.
Thus disclosure in Form AOC-2 is not required to be
made. All Related Party Transactions are disclosed to
the Audit Committee and the Board.

Omnibus approval is obtained for the transactions
which are foreseeable and repetitive in nature.
A statement of all related party transactions is
presented before the Audit Committee and the Board
on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions for its review.
The Related Party Transactions Policy as approved
by the Board is uploaded on the company's website
at the web link: http://www.suryalakshmi.com/
investor.corporate.governance.aspx

v) Reporting of Frauds

There was no instance of fraud during the year under
review, which required the Statutory Auditors to
report to the Audit Committee and / or Board under
Section 143(12) of Act and Rules framed thereunder.

vi) No Loans / Guarantees / Investments under Section
186 of the Companies Act, 2013 have been made
during the year.

vii) There were no significant and material orders
passed by the Regulators/ Courts that would impact
the going concern status of the Company and its
future operations

CORPORATE GOVERNANCE

fis per the Listing Regulations, Management Discussion
and Analysis Report forms part of the Corporate
Governance in the Annual Report (AnnEXURE - V). The
Company has complied with the corporate governance
requirements under the Companies Act, 2013 as stipulated
under the Listing Regulations. A separate section on
corporate governance under the Listing Regulations, along
with a certificate from a Practising Company Secretary
confirming the compliance, is annexed and forms part of
the Annual Report (AnnEXURE - I).

CORPORATE SOCIAL RESPONSIBILITY

At Suryalakshmi a major concern has been, the sincere
effort by the Company to recognize the role played by the
Society at large, the environment and its human resources
in its sustainability and growth and to strive to discharge
its social responsibility as a corporate citizen. To this end,
the Company has always tried to strike a fine balance
of economic, environmental and social commitments.
The sustainable stewardship mantra is not limited to
philanthropy, but encompasses holistic community
development and other initiatives to strengthen business
sustainability. The core areas for Suryalakshmi's Corporate
Social Responsibility (CSR) Programmes for this year have
been health care, environment and education. Details of
the projects / activities implemented by the Company are
furnished in a separate AnnEXURE-II to this report. The
Company constituted a Committee of CSR consisting of
Sri L. N. Agarwal, Sri Paritosh Agarwal and Sri Dhruv Vijai
Singh, with Sri Dhruv Vijai Singh as Chairman.

RISK mAnAGEmEnT POLICY

The Company has instituted a proper mechanism for
identifying and establishing controls to effectively manage
different kinds of risks viz., Trend Related Risks, Raw
material Risks, Brand / Technology Risks, Operational
Quality Risks, Human Resources Risks, Regulatory Risks
and Financial Risks. A Committee headed by Sri Paritosh
Agarwal, managing Director periodically reviews the risks
and takes steps to mitigate identified risks.

WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower policy for vigil
mechanism for Directors and employees to report to the
management about unethical behaviour, fraud, violation
of Company's Code of Conduct, which also ensures
safeguards against victimization of those employees who
seek to make use of the free access to the Audit Committee
for this purpose. None of the Personnel has been denied

access to the audit committee. The Whistle Blower Policy
has been posted on the website of the Company at www.
suryalakshmi.com/investor-corporate-governance.aspx

declaration ABOUT COmPLIAnCE WITH
THE CODE OF CONDUCT BY mEmBERS OF
THE BOARD AnD SENIOR mAnAGEmEnT
PERSOnnEL.

The Company has complied with the requirements
of Code of Conduct for Board members and Senior
management Personnel.

DISCLOSURE UnDER THE SEXUAL HARASSmEnT
OF WOmEn AT WORKPLACE (PREVEnTIOn,
PROHIBITION AnD REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaints
Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent,
contractual, temporary and trained) are covered
under the Policy. The following is a summary of sexual
harassment complaints received and disposed of during
each Calendar year:

a) No. of Complaints received - NIL

b) No. of Complaints disposed off during the year - NIL

c) No. of cases pending as at end ofthe Financial Year - NIL

AUDITORS

I. Statutory Auditors and their Report

m/s. Brahmayya & Co, Chartered Accountants,
Hyderabad (ICAI Firm Regn No.000513S) were
appointed as auditors for a period of 5 years in the
59^th AGm on a remuneration mutually agreed upon
by the Board of Directors and the Statutory Auditors.

The Company has received the prescribed certificate
from the Auditors regarding the appointment and the
necessary consent for their appointment as Auditors.
The Auditors' Report to the shareholders for the year
under review does not contain any qualification,
reservation or adverse remark.

II. Cost Auditor and Cost Audit Report

As per the requirement of Central Government and
pursuant to Section 148 of the Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, your Company was

required to maintain cost records and accordingly,
such accounts are made and records have been
maintained relating to Textile Divisions every year.

Pursuant to Section 148 of the Companies Act, 2013
the Board of Directors on the recommendation of the
Audit Committee, has appointed M/s. S. Hariharan
& Associates, Cost Accountants (Firm Registration
No.100486) as the Cost Auditors for the Financial Year
2025-26 and has recommended their remuneration
to the shareholders for their ratification at the
ensuing Annual General Meeting. M/s. S. Hariharan
& Associates, Cost Accountants have confirmed their
appointment is within the prescribed limits and also
certified that they are free from any disqualification.

III. Secretarial Auditor and Secretarial Audit Report

As required by the recently amended SEBI (LODR)
Regulations, 2015 the Company has appointed
M/s. K V C Reddy & Associates, Company Secretary
in Whole-time Practice (M. No. F9268) as Secretarial
Auditor subject to approval of members in the
ensuing 62^nd Annual General Meeting for a period
of five consecutive years to carry out the Secretarial
Audit under the provisions of Section 204 of the
Companies Act, 2013.

The report of the Secretarial Auditor for the financial
year 2024-25 does not contain any qualifications,
reservation or adverse remarks and is annexed to this
report as OnnEXURE -III.

IV. Internal Auditor

Pursuant to the provisions of Section 138 of
the Companies Act, 2013 read with rules
made there under, the Board has appointed
M/s. K. Vijayaraghavan & Associates, LLP, a reputed
firm of Chartered Accountants, as Internal Auditors
of the Company.

INTERNAL CONTROL SYSTEMS & THEIR
ADEQUACY

Your Company has effective and adequate internal
control systems in place commensurate with the size and
complexity of the organisation. Internal and operational
audit is carried by M/s. K. Vijayaraghavan & Associates LLP,
a reputed firm of Chartered Accountants. The Internal Audit
system is designed to meet the statutory requirements as
well as ensure proper implementation of management

and accounting controls. The internal auditors submit their
report to the Managing Director and also to the Audit
Committee, which reviews the report and ensures that the
Audit observations are attended to by the Management.

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

Information on conservation of energy, technology
absorption, foreign exchange earnings and out go, as
required to be given pursuant to provision of Section 134
of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 is annexed here to marked
ANNEXURE-IV and forms part of this report.

DEPOSITS

The Company has not accepted any deposits from the
public during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards
issued by the Institute of Company Secretaries of India.

EMPLOYEES

Periodic Training programmes for developing a skilled
workforce, personality development programmes, yoga
camps, etc., encouragement of employee participation in
district / state level sports events are regularly undertaken.
An integrated woman focused program trains unskilled
women to undertake skilled jobs at its units.

Disclosure pertaining to the remuneration and other details
as required under Section 134 & 197(12) of the Act, and the
Rules framed thereunder is enclosed as ANNEXURE-VI to
the Board's Report.

MATERIAL CHANGES AND COMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL
YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT & CHANGE IN NATURE
OF BUSINESS, IF ANY

There have been no material changes and commitments
affecting the financial position of the Company

subsequent to the close of the Financial Year to which
Financial Statements relate and the date of the Report
and no change in the nature of business.

SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES

The Company does not have any Subsidiaries, Joint
Ventures or Associate Companies.

DETAILS OF DIFFERENCE BETWEEn VALUATION
AmOUnT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROm
BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no
one time settlement of loans taken from banks and
financial institutions.

CORPORATE INSOLVENCY RESOLUTION PROCESS
INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)

During the year under review, there were no applications
filed for corporate insolvency resolution process, by a
financial or operational creditor or by the company itself
under the IBC before the NCLT or remained pending.

CODE OF CONDUCT FOR THE PREVENTION
OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading
Policy in accordance with the requirements of the

SEBI (Prohibition of Insider Trading) Regulation, 2018.
The Insider Trading Policy of the Company lays down
guidelines and procedures to be followed, and disclosures
to be made while dealing with shares of the Company, as
well as the consequences of violation. The policy has been
formulated to regulate, monitor and ensure reporting
of deals by employees and to maintain the highest
ethical standards of dealing in Company securities. The
Insider Trading Policy of the Company covering code of
practices and procedures for fair disclosure of unpublished
price sensitive information and code of conduct for the
prevention of insider trading, is available on our website.

ACKNOWLEDGEMENTS

The Board of Directors are pleased to place on record their
appreciation of the cooperation and support extended
by Banks and various State and Central Government
Agencies. The Board also wishes to place on record its
appreciation of the valuable services rendered by the
employees of the Company.

For and on behalf of the Board
L. N AGARWAL

Date: 27^th May, 2025. Chairman & Managing Director
Place: Secunderabad. (DIFI - 00008721)