Your directors have pleasure in presenting the 51^st Annual Report together with the Audited Accounts for the year
ended March 31,2025.

2 DIVIDEND

The Directors have not recommended dividend for the year ended 31^st March 2025 in view of the loss
incurred during the year FY 2024-25.

3 MANAGEMENT DISCUSSION AND ANALYSIS

Core business of the company is manufacture and sale of cotton yarn and blended yarn. The management
discussion and analysis given below discusses the key issues of the Industry with specific reference to
the cotton yarn spinning sector.

Details of changes on following ratios (with reasons for changes if 25 % or more as compared to
immediately previous financial year).

Key Financial Ratios :

a. REVIEW OF OPERATIONS:

In spite of world wide disturbances coupled with domestic challenges, company has made
Rs 50.40 crore increase in operating revenue (23.11 % increase in its revenue when compared to last year)
ie from Rs 218 crores (FY 23-24) to Rs 269 crores in FY 24-25. The gross production volume stood at
86.82 Lakhs Kgs (including purchase done for trading of 4.70 lakhs kgs) during the financial year 2024-25 as
against 71.50 Lakhs Kgs of last year.

The sale volume for the FY 2024-25 stood at 88.89 Lakh Kgs as compared to 69.91 Lakh Kgs of last year.
Raw material rate decrease is very marginal when compared to steep decrease in selling price during the
year and sale had to be made at a lower price to sustain the competitive market conditions. However
Company's quality of yarn in value added segment has been well appreciated by the customers and the
Company is receiving moderate volume of orders for value added counts.

During the year 24-25, capacity utilisation was in the range of 85 to 90 % due to uncertainties in off take that
prevailed for quite some time. Further, even though solar power plant was available fully, the power
generated could be used only to the extent of yarn production capacity usage as mentioned above.
Power generated from green energy source namely Wind mill and Solar power to the extent of 305.42 lakhs
Kilo Watt Units have subscribed to the overall power requirements for the manufacture of yarn and this
has enabled to sustain the power cost per unit. However due to increased production during the year (from
65.4 lakhs kgs in 23-24 to 82.12 lakhs kgs in 24-25), quantitative power consumption has increased and net
work charges imposed by Govt resulting in Net power cost increase from Rs 12 crores to 18 crores.

b. WAY FORWARD:

Following almost three years of slump in demand and rising production costs, textile mills in Tamil Nadu are
looking at gradual market improvement and better performance in the years to come

Spinning Industry is said to have gone a highly challenging phase during financial year 2023-24 and 24-25
due to weak demand for yarn and high inventory levels across the value chain. There was a steady
improvement in yarn demand for the last nine months, driven by inventory exhaustion across the value
chain and a 10% reduction in installed spindles across India, which helped restore supply-demand balance
to some extent. The textile mills were able to sell their monthly production and old stocks are getting
exhausted. While the larger mills were currently operating 95% capacity, others were operating 70% to 80%.

However, margins remain under pressure due to the price gap between domestic and international cotton
and rising conversion costs. We remain hopeful that sustained demand will gradually lead to margin
improvement from this fiscal.

Also textile mills that had financial resources are planning for investing in modernisation and automation to
improve efficiency in the medium term. A sustained growth in demand would enable the mills to invest in
next level of modernisation.

According to Southern India Mills' Association, of the 24 million spindles in Tamil Nadu nearly 19 million were
in operation. Of these, one third is being operated by 100% renewable energy sources through captive use.
Another five million spindles should improve the production efficiency and competitiveness to survive in the
long term.

Further we have to go for synthetic yarn and many more value added yarns The opportunities were high for
the textile industry as there were free trade agreements. The mills should focus on multiple factors such as
value added yarns, modernisation, and fibres to become sustainable in the long run.

A rebound in exports and favorable domestic demand are expected to drive India's cotton yarn industry to a
7 to 9% revenue growth in the current fiscal, up from a modest 2-4% growth in the previous fiscal. Uptick in
volumes will primarily drive this growth, supported by modest increase in yarn prices.

The market is expecting significant growth due to the increasing demand for textiles in developing
economies. This trend is driven by the expanding middle class population in these regions, leading to a rise
in consumer spending on textiles. Fashion trends continue to influence the textile market, with consumers
seeking innovative and unique textiles for their clothing and home decor needs. Furthermore, innovations in
the textile industry, such as the integration of advanced technologies and sustainable production methods,
are enhancing product quality and appeal. However, the market faces challenges related to health hazards
associated with the production process.

In the context of expecting significant growth as said above and to give fillip to the expectation, the Union
govt has come out with a development plan to go about Rs 1900 crores textile park Under Pradhan mantri
Mega Integrated textile region and apparel park coming up in about 1052 acre site at Virudhunagar district in
TN and this is expected to host next generation textile manufacturing eco system focused on technical
textiles and integrated processing units. It is one of seven PM MITRA parks being developed nationwide
under the centre's flagship scheme aimed at catalysing India's textile sector support and investment
incentives. The project was formalized during the year 2023 and is targeted for completion in the year 2026
with state govt projecting Rs 10,000 crore in investment and creation of one lakh jobs.

c. ENVIRONMENT PROTECTION, HEALTH AND SAFETY (EHS)

Our commitment to reducing environmental impact is evident from contribution to emissions reduction and
renewable energy investments through initiatives like solar power generation and a focus on recycling of
Waste cotton and resource optimization. We demonstrate our dedication to sustainable manufacturing and
environmental stewardship. Company recognizes environment protection is fundamental to its survival and
also health and safety of employees and workers are of primary importance. Accordingly company gives
importance in all operational and functional areas at all three locations of the Company and ensures
accident free period. Further Regular safety audits, periodic safety inspections are carried out by expert
agencies in a systematic way and suitable control measures are followed and safe operations are ensured at
factory sites. All processes as required for Pollution Control and Environmental Protection are strictly
followed.

d. INTERNAL CONTROL AND SYSTEMS

The company has adequate Internal Control Systems in place that commensurate with the size, scale, and
complexity of its operations and does the evaluation of risk in board meeting periodically. Internal Auditors
are carrying out the audits and advising the management on strengthening of internal control systems then
and there. The reports are discussed periodically. Significant audit observations and corrective actions
thereon are presented to the Audit committee periodically.

Further the Company is certified with ISO 9001, ISO 14001 and ISO 45001 on the manufacturing systems.
Further, the Company's Better Cotton Initiatives and organic cotton yarn is certified by GCL. Further
Sambandam Spinning Mills Limited is the approved and preferred customer for following buying houses
namely Inditex, C&A, Marco Polo, Amfori@BSCI and MUJI.

e. HUMAN RESOURCES MANAGEMENT

Employee's health and safety involves a wide range of factors such as physical, mental, emotional and
social health, which are fully integrated for an individual's overall sense of well-being. At Sambandam an
employee- friendly environment is created through its innovative HR Policy where employees feel safe,
supported, valued and respected. Company provides necessary resources, policies and practices that
promote not only physical health but also psychological and emotional support. Company prioritises
employee's well-being experience resulting in better performance. More than that in Sambandam, as a
Social cause towards women empowerment and helping the marginalised society, the Policy is framed and
followed continuously in true letter and spirit by the Promoters of the company, ever since the inception of the
Company

f. DISCLOSURE ON PREVENTION OF SEXUAL HARASSMENT POLICY OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides for
protection against sexual harassment of women at workplace and for the prevention and redressal of
complaints of sexual harassment and also for the matters incidental thereto. The Company has accordingly
adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing,
prohibiting and redressing sexual harassment of female employees at all the workplace within the Company
which are based on fundamental principles of justice and fair play. Internal Complaints Committee under the
sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, has been
formed and complied with. Further, Anti Sexual Harassment Committee constituted at each unit shall be
responsible for redressal of complaints related to sexual harassment. The details of all such Complaints and
its proper redressal through prompt corrective steps are informed to the Top Management so as to ensure
that suitable processes and mechanisms are put in place to ensure that issues of sexual harassment, if any,
are effectively addressed.

1) No of sexual harassment complaints received during the year = Nil

2) Number of complaints disposed off within the year = Nil and NA

3) No of complaints pending for more than 90 days = Nil

The company is in full compliant with respect to the provisions relating to the Maternity Benefit act 1961

g. COST AUDIT

In view of applicability of maintenance of cost records and cost audit for the company, cost audit for year
2024-25 is completed in time and the same is submitted by the auditor to the board of Directors and the same
shall be filed with MCA before the due date.

Board of directors have approved the appointment of Dr. C. Dhanapal, Practising Cost Accountant
(Membership Number : 14293) Cost Accountants for audit of cost accounts of the Company. In accordance
with the provisions of the Companies Act 2013 and the Rules framed there under, Cost Audit for the
Company is applicable for the financial year 2025 - 26 and the resolution for ratification of the remuneration
payable to the Cost Auditor for the year 2025-26 is placed before the members in the notice of this AGM for
ratification.

In view of the Company maintaining the cost records and the statutory requirement for the cost audit of such
records, Cost Audit for the year 2025-26 shall be conducted and its report thereon will be produced.

h. BOARD MEETINGS :

During the year under review Five board meetings were held and the intervening gap between any two
board meetings did not exceed 120 days or extended permitted days by Government. Dates of the board
meetings and details of directors' attendance at the meetings are furnished in the Corporate Governance
report at Annexure - VII.

i. DIRECTORS

During the year changes took place in the composition of Board of Directors (including Independent
Directors) w.e.f 11.8.2024 which was duly approved by the shareholders in the 50 th AGM held on
21-09-2024.

The Company has adequate Independent Directors in compliance with the Act and SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 (Hereinafter referred to as Listing Regulations).
Familiarization Program on the Company and its operation was conducted for the Independent Directors
periodically during every meeting .Requisite declaration from the Independent Directors of the Company
under Section 149 (7) of the Act confirming that they meet with the criteria of their Independence laid in
Section 149 (6) have been obtained. The Board is of the opinion that the Independent Non-Executive
Directors of the Company possess requisite qualifications, expertise and experience and they hold highest
standards of integrity.

Company's policy on Directors' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under section
178(3) of the Act are covered under Nomination and Remuneration Policy and it is available in the web-link of
the Company http://www.sambandam.com/results/SSM-NRP-2015.pdf. Further, information about
elements of remuneration package of individual directors is provided in the Annual Return as provided under
Section 92(3) of the Act, Under Serial No. 9 of this Report.

Declaration by Independent Directors

Independent directors of the Company have submitted a declaration that each of them meets the criteria of
independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no change in
the circumstances which may affect their status as Independent director during the year.

Declaration on adherence to the Code of Conduct.

As provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Board
members and senior management personnel of the Company have confirmed adherence to the Code of
Conduct of Sambandam Spinning Mills Ltd., Limited for the financial year ended March 31,2025.

j. DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 134(5) OF THE COMPANIES
ACT, 2013

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from
the management, the directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year 2024-25, the applicable accounting
standards Ind AS have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the loss of the Company for the financial year;

c) they have taken proper and sufficient care to the best of their knowledge and ability for the
maintenance of adequate accounting records in accordance with the provisions of the Act. They
confirm that there are adequate systems and controls for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

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

e) they have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and operating properly; and

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

k. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no orders were passed by the Regulators or Courts or Tribunals impacting the
going concern status and the operations of the Company.

l. PARTICULARS OF EMPLOYEES - information pursuant to Rule 5 (2) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014

None of the employees (other than the Directors and KMPs whose remuneration is displayed in “s”
page no. 22 below) of the Company has drawn remuneration exceeding Rs 8.5 lakhs per month or Rs 102
lakhs per annum during the year.

Managerial Remuneration

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 with subsequent amendments thereto is annexed (in page no. 48) with this report
and forms part of this report.

m. Related Party Transactions :

All Related Party Transactions that were entered into during the financial year were only at arm's length
basis in the ordinary course of business, whose accounts is placed before the shareholders at the General
Meeting for approval. However, as per regulatory requirements an omnibus approval from the audit
committee for such transactions has been obtained. The Company has not entered into any new contract /
arrangement during the year with related parties except the one mentioned in form AOC 2 to this annual
report . Further the details of such transactions with related parties have been disclosed in Notes to the
Standalone Financial Statement forming an integral part of this Annual Report The Transactions as required
under Indian Accounting Standards 'Ind AS-24 are reported in Note 46 of the Notes to Accounts of the
Standalone Financial Statements. The Company's Policy on dealing with related party transactions is
available on the Company's website http://www.sambandam.com/results/RPT-Policy.pdf.

n. BOARD EVALUATION

Your Company has in place a Policy relating to selection, remuneration and evaluation of Directors and
Senior Management.. The said Policy is available on the website of the Company www.sambandam.com
Pursuant to the provisions of the Companies Act,2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance
and that of its Committees as well as performance of the Directors individually. Feedback was sought by way
of a structured questionnaire 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 and the evaluation was carried out based on responses received from the
Directors

During the year under review, the Board adopted a formal mechanism for evaluating its performance and as
well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise
was carried out through a structured evaluation process covering various aspects of the Board functioning
such as composition of the Board and Committees, experience and competencies, performance of specific
duties and obligations, governance issues, etc. Separate exercise was carried out to evaluate the
performance of individual Directors including the Board Chairman who were evaluated on parameters such
as attendance at Board Meetings and General Meetings; participation in Board proceedings; independence
and candidness shown at meetings; clarity and objectiveness in expressing views at meetings; awareness
of governance code, compliance requirements, risk framework, etc. interactions with other Directors / Senior
Management during and outside meetings; keenness to continuously familiarize with the industry and the
Company etc.

Outcome of evaluation process

Based on inputs received from the members, it emerged that the Board had a good mix of competency,
experience, qualifications and diversity. Each Board member contributed in his/her own manner to the
collective wisdom of the Board, keeping in mind his/her own background and experience. The necessary
disclosures under SEBI Regulations given hereunder:

a. Observations of Board evaluation carried out for the year 24-25
i Achieved Operating revenue of Rs 269 crores

ii. Achieved EBIDTA of 4.00 %

b. Previous year 23-24 observations and action taken

All compliance parameters as per SEBI circular have been full filled

c. Proposed actions for 25-26 based on current year observations
i To achieve a turnover of Rs 350 crores

ii. To aim for EBIDTA of 20 %

iii. To implement Integrated accounting package fully

o. FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

The Directors are provided with all the documents to enable them to have a better understanding of the
Company, its various operations and the industry in which it operates. All the Independent Directors of the
Company are made aware of their roles and responsibilities at the time of their appointment through a formal
letter of appointment, which also stipulates various terms and conditions of their engagement. Executive
Directors and Senior Management provide an overview of the operations and familiarize the new Non¬
Executive Directors on matters related to the Company's values and commitments. They are also
introduced to the organization structure, constitution of various committees, board procedures, risk
management strategies, etc. Strategic presentations are made to the Board where Directors get an
opportunity to interact with Senior Management. Senior management personnel of the Company make
presentations to the Board Members on a periodical basis, briefing them on the operations of the Company,
plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In
addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to
time. The Statutory Auditors and Internal Auditors of the Company make presentations to the Board of
Directors on Financial Statements and Internal Controls. They will also make presentations on regulatory
changes from time to time. The Company Secretary provides an update on Regulatory Changes along with
the Board Agenda. The details of the familiarisation program me are available on the website of the company

Presentations during every quarter are made by Senior Management and Internal Auditors at the Board
meetings and Committee meetings on the business and performance updates of the Company, local and
global business environment, business risks and its mitigation strategy, impact of regulatory changes on
strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated
then and there to all the Directors including the Independent Directors.

p. DEPOSITS

The following are the details of deposits (accepted from the shareholders) covered under Chapter V of the
Companies Act 2013.

i Deposits at the beginning of the year on 1^st April, 2024 : Rs 809.57 lakhs

ii. Deposits Accepted from shareholders during the year (2024-25) : Rs 178.75 lakhs

iii. Deposits repaid to shareholders during the year (2024-25) : Rs 45.51 lakhs

iv. Deposits of shareholders outstanding at the end of the financial year on 31^st March, 2025 :

Rs 942.81 lakhs

v. Remained unpaid or unclaimed as at the end of the year : NIL

vi. Any default in repayment of deposits or payment of interest thereon during the year : NIL
Company has duly complied with the provisions of section 73 of the Companies Act, 2013 read
with relevant rules with respect to fixed deposits.

The following are the details of deposits accepted from the Directors which is not covered under definition
of deposits Rules.

i Deposits at the beginning of the year on 1^st April, 2024 : Rs 80.00 lakhs

ii. Deposits accepted from Directors during the year (2024-25) : Rs 772 lakhs

iii. Deposits repaid to Directors during the year (2024-25) : 120 lakhs

iv. Deposits of Directors outstanding at the end of the financial year on 31^st March, 2025 : Rs 732 lakhs

v. Remained unpaid or unclaimed as at the end of the year : NIL

vi. Any default in repayment of deposits or payment of interest thereon during the year : NIL

q. INDUSTRY ASSOCIATIONS

Sri S. Dinakaran, Joint Managing Director of the Company is a special invitee in the Committee of
Administration and Yarn Committee of the Cotton Textiles Export Promotion Council (TEXPROCIL),
Mumbai. He is also a director in Confederation of Indian Textile Industry (CITI), Delhi. By virtue of the offices
he holds, Sri S. Dinakaran has been representing to SIMA at the appropriate time to get relief to the ailing
Textile Industry. Further to above, he keeps attending Live textile exhibition and represent spinning Industry
and company scenarios.

r. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE COMPANIES

There were two associate Companies -out of which one namely Salem IVF Center Pvt Ltd is disassociated
due to sale of investments in that company on 26.06.2024 and also due to resignation of common Director
Sri.S.Devarajan from that company w.e.f. 01.07.2024.

SPMM Health Care Services Pvt. Ltd. - 49.75% investment in the share capital of that Company.

This Company has recorded total revenue of Rs 326.75 Lakhs and profit after tax (PAT) of Rs 17.25 Lakhs
for the year ended 31.03.2025 as against Rs 300.33 Lakhs Revenue and Rs 10.31 Lakhs PAT recorded in
the previous year 2023-24.

Salem IVF Centre Pvt. Ltd. - Not applicable due to above said reason of dissociation from Salem IVF center
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES OR ASSOCIATE COMPANIES

SPMM Health Care Services Pvt Ltd., revenue increased marginally by 8.80 % from operations during 24-25
when compared to 23-24 and the Net profit after tax also has increased by 67.31%due to operational
reasons.

s. CHANGES OR COMMITMENTS AFTER THE YEAR ENDED ON 31.3.2025

No material change or commitments affecting the financial position of the company has occurred between
the close of the financial year on 31.3.2025 and the date of this report Information

Pursuant to section 197 (12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and
Remuneration of Managerial personnel) Rules 2014 :

(i) Ratio of the remuneration of each Director, Chief Technical Officer, Chief Marketing Officer,
Chief Financial Officer and, Company Secretary to the median remuneration of the employees of
the Company is tabulated below

(ii) Percentage increase in their remuneration in 2024-25 as compared to the previous year (2023-24):
(Median Remuneration : Rs 1,47,420 in 2024-25).There is no change (no increase) in the
remuneration of directors and KMPs during the year 24-25

# Only sitting fees is payable to Non-executive and Independent Directors for the meetings of the
Committee or of the Board attended by them.

(a) Variation in the sitting fees paid to Directors depends on their attendance at the Board /
Committee Meetings.

(iii) Number of permanent employees on the rolls of the Company : 1621

(iv) No variable component of the remuneration to any director.

4 AUDITORS

At the 48th Annual General Meeting held on 23.09.2022, M/s P.N Raghavendra Rao & Co, Chartered
Accountants, Firm Registration No. FRN : 003328S were appointed as statutory Auditors of the Company
upto conclusion of 53rd AGM. Statutory Auditor M/s P.N. Raghavandra Rao & Co., Chartered Accountants
have confirmed their eligibility to remain as Auditors for the year 2025-26. On the recommendation of the Audit
Committee, Board is placing the resolution for fees payable for the year 2025-26 to the statutory Auditors
before the members for approval.

As per the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Secretarial Auditor who shall be peer reviewed has to be appointed.
Accordingly, the Board unanimously decided to appoint M/S KUVS & Associates, Practising Company
Secretaries, Trichy Peer Review Certificate No. 6318/2024 as Secretarial Auditors of the Company for a term
of 5 consecutive years at a proposed remuneration of Rs 2,00,000/- for the financial year ending 31.03.2026.
The Audit Committee and Board of Directors of the Company have considered their skill, expertise ,efficacy
and recommended their appointment for a term of 5 consecutive years commencing from 01.04.2025 to
31.03.2030. Based on the recommendation of the Audit Committee, the Board of Directors of the Company
are empowered to fix their remuneration plus travelling and other out of pocket expenses incurred by them in
connection with the audit for the remaining part of the tenure. Appointment of M/s KUVS & Associates as
Secretarial Auditors has to be approved by the Shareholders and hence the resolution under Item no.5 is
placed for your approval. None of the Directors or Key Managerial Personnel or their relatives is in any way,
concerned or interested, financially or otherwise, in this resolution. The Board recommends the Ordinary
Resolution set out at Item No.5 of the Notice for approval of the Members

5 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in note 50 to the notes to the financial statements.

6 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has an established vigil mechanism for Directors / Employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also
provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism.
The Company affirms that no personnel have been denied access to the audit committee. The Company has
formulated a Policy on Vigil Mechanism and has established a mechanism that any personnel may raise
Reportable Matter after becoming aware of the same. All suspected violations and Reportable Matters are
reported to an Independent Director and member of the Audit Committee and suitable directions/actions are
informed to the Managing Director of the Company.

The Company has adopted Whistle Blower Policy in line with the provisions of Section 177(9) of the
Companies Act 2013 which can be accessed on the Company's Website under the web link
http://www.sambandam.com/results/SSML-WB-POLICY-Ver-2-0-2024.pdf.

7 AUDIT COMMITTEE :

Details of Composition of Audit committee are covered under corporate governance report annexed with this
report and forms part of this report. Further, during this year all the recommendations of the Audit committee
have been accepted by the Board.

8 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI). As required by the Act, a Secretarial Audit Report issued by a Company Secretary
in practice (PCS), a Peer Reviewed Unit, in Form MR 3 is annexed with this report (Annexure VI) and it does
not contain any qualification. Certificate from PCS that none of the Directors are debarred or disqualified forms
part of this Annual Report. Secretarial Compliance Report certifying compliance of Listing Regulations has
been obtained and annexed as part of this report and the same is also filed with the Stock Exchanges Annual
Reports of the Statutory Auditors and the Secretarial Auditors for the year under review are free from any
qualification, reservation or adverse remark or disclaimer.

9. EXTRACT OF ANNUAL RETURN

In Accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of Companies
(Management and Administration) Rules, 2014, the copy of the Annual Return for the year ended 31-03-2025
has been placed on the website of the Company and web link of such Annual Return is
http://www.sambandam.com/results/2024-08-30-MGT-7-2023-24.pdf .The weblink of the Annual return for
the year ended 31.3.2025 shall be uploaded on same weblink upon filing of same after AGM date .

10. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND
PROTECTION FUND ACCOUNT :

Pursuant to the provisions of section 124 of the Companies Act, 2013, which came in to effect from
07.09.2016, the declared dividends which remained unpaid or unclaimed for a period of seven years, has to
be transferred by the company to the Investor Education and Protection Fund (IEPF) established by the
Central Government. During the year 2024-25, transfer of Unclaimed Dividend of the year 2016-17 was
applicable since dividend was declared for the financial year 16-17.

Further, shareholders are requested to take note that as per IEPF rules, the company is required to transfer
unpaid dividend and underlying shares also in respect of which final dividend was not claimed of the year
17-18, to IEPF authority. Shareholders who have not claimed their dividend of the year 17-18 can write to
the Company or Registrar and transfer agent M/s Cameo Corporate Services Limited, at 'Subramanian
Building', No.1, Club House Road, Chennai - 600 002 who are the Registrars and Share Transfer Agents
(RTA) of the Company for further details and for claiming unclaimed dividend lying unpaid. In case no valid
claim is received, the dividend and shares in respect of which the dividend are lying unpaid / unclaimed will
be transferred to IEPF authority on the due date. Further in terms of rule 6(3) of the IEPF rules, statement
containing the details of shareholders who have not claimed dividend for previous years, and his folio
number /DP-ID /client ID is made available on company's website for information and necessary action by
shareholder. In case, the concerned shareholder wish to claim the shares after transfer to IEPF, an
application has to be made to the IEPF authority in form IEPF- 5 online and submit the hard copy of such
form IEPF -5 along with necessary documents to the company as prescribed under the rules and the same
is available at IEPF website (ie) www.iepf .gov.in.

Annexures to this Board Report

The following are the annexures to this report

a. Statement containing salient features of the financial statement of associate company
(Form AOC - 1) in Annexure - I

b. Form AOC - 2 in Annexure - II

c. CMD / CFO Certification in Annexure - III

d. Conservation of energy, technology absorption, Research and development and foreign exchange
earnings and outgo in Annexure - IV

e. Details of CSR Expenditure in Annexure - V

f. Secretarial Audit Report (Form MR-3) and Annual secretarial compliance report -in Annexure - VI

g. Corporate Governance Report in Annexure - VII

11. CAUTIONARY NOTE

Statements in the Board's 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 including global and domestic demand and supply
conditions affecting selling prices of finished goods, input availability and prices, changes in government
regulations, tax laws, economic developments within the country and other related factors such as litigation
and industrial relations.

12 ACKNOWLEDGEMENT

Your directors thank the Company's customers, vendors , bankers and investors for their continued support
during the year. Your directors place on record their appreciation for the contribution made by the
employees at all levels. Your Company's consistent growth but for the market conditions has been made
possible by the hard work, solidarity, cooperation and support of the management team.

Your directors thank Canara Bank, Karnataka Bank Limited, HDFC bank, South Indian Bank, CSB Bank,
and the State and Central Government departments for their support, and look forward to their continued
support in future

For and on behalf of the Board

Salem S. Devarajan

August 12, 2025 Chairman and Managing Director

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