Sanrhea Technical Textile Ltd Directors Report

To

The Members,

Your Directors are pleased to present the 42nd Annual Report together with the audited financial statement of the company for the year ended on 31st March, 2025.

The summarized financial results for the year ended 31st March, 2025 are as under:

Financial Results

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The summarized financial highlight is depicted below:

Particulars	2024-25 ( in Lakhs)	2023-24 ( in Lakhs)
Revenue from Operations	7493.55	6,803.76
Other Income	18.98	22.33
Profit before Financial Charges, Depreciation and Taxation	961.67	873.24
Less:
Depreciation	188.72	108.60
Finance Charges	132.33	64.49
Total tax expenses	168.14	180.09
Profit for the year	472.48	520.06
Other Comprehensive income (net of tax)	(9.40)	(7.24)
Total Comprehensive Income for the year	463.08	512.82
Add: Balance as per Last Years Balance Sheet	1472.52	1009.70
Amount Available for Appropriation	1935.60	1522.52
Less: Appropriation of Dividend	(75.00)	(50.00)
Surplus in Statement of Profit and Loss	1860.60	1472.52

Results Of Operations And State Of Companys Affairs

The key aspects of your Companys performance during the financial year 2024-25 are as follows:

During the year under report, performance of the company is upto the mark. Sales of the Company are Rs. 7,493.55 Lakh as compare to Rs. 6,803.76 Lakh in the previous year. Gross Profit of the Company is Rs. 961.67 Lakh as compare to Rs. 873.24 Lakh for the previous year. After providing Depreciation, Finance Charges and Taxation, the company has incurred Net Profit of Rs. 463.08 Lakh.

Dividend

Your directors have recommended a dividend of 15% ( 1.50/- per Equity Share of face value of Rs. 10 each) on the fully paid up Equity Shares out of the profits of the Company for the FY 2024-25. The said dividend, if approved by the shareholders, would result into a cash outflow of Rs. 75 Lakh.

Transfer to Reserve

We do not propose to transfer any amount to general reserve on declaration of dividend.

Material Developments During The Financial Year Under Review And Occurred Between The End Of The Financial Year And The Date Of This Report

Capital Raises through Preferential Issue

During the year under review Board of Directors has considered and approved the proposal of raising funds to Issue, offer and allot 690000 (Six Lakh Ninety thousand) equity shares of face value of Rs. 10/- each fully paid- up, on a preferential basis, to the promoter of the Company at a price of Rs. 52/- per equity share, amounting to Rs. 3,58,80,000/-. (Rupees Three Crore Fifty Eight Lakh Eighty Thousand only) in accordance with the applicable provisions of the Companies Act, 2013 and SEBI ICDR Regulations, and also subject to approval of the shareholders of the Company through Postal Ballot.

Capital Structure Of The Company

During the financial year 2024-25, following changes have been made in the share capital of the Company.

• Authorised Share Capital

The shareholders of the Company give their consent for Increase in Authorised Share Capital at the 41th Annual General Meetings held on 30.09.2024 from Rs. 5,00,00,000/- to Rs. 10,00,00,000/-.

• Paid-up share capital

During the year under review, there has been no change in the share capital of the company.

Deposits

The Company has not accepted any Deposits from the public and it is therefore not required to comply with the requirement under the Companies (Accounts) Rules, 2014.

Annual Return

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2024-25 is uploaded on the website of the Company and can be accessed at https://sanrhea.com/financial-reportine/

Particulars of Loan, Guarantees and Investment

During the year under review, your Company has not made any loans, guarantees or investments under section 186 of the Companies Act, 2013 and rules thereof.

Particulars of Contracts or Arrangements with Related Parties

All Related Party Transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. 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.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Companys website and can be accessed at https://sanrhea.com/code-of-conduct-policies/

Your attention is drawn to the Related Party disclosures set out in the Notes forming part of the Account.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars relating to conservation of Energy, Technology Absorption, Foreign exchange earnings and outgo, are given separately in the Annexure hereto and form part of this report as Annexure -I.

Material changes and commitments affecting the financial position of the company

There are no material changes and commitments affecting financial position of the company which have occurred between the end of financial year and date of report.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, Company does not have any subsidiary company and none of the companies has become or ceased to be Companys subsidiaries, joint ventures or associate companies.

Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies

During the year under review, none of the companies have become or ceased to be Companys subsidiaries, joint ventures or associate companies, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not require to be given.

Directors And Key Managerial Personnel

A. Directorate

As of March 31, 2025, your Companys Board had Five Directors. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

Appointment/Re-appointment

1. Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Shri Tushar Patel (DIN: 00031632), Managing Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The Directors recommend his re-appointment at the ensuing AGM.

2. Shri Biren Suryakant Patel (DIN:01010778) was appointed as an Independent Non- Executive Directors of the Company by the members at the 37th AGM of the Company for a period of five consecutive years commencing from 30th September, 2020 to 29th September, 2025. As per Section 149(10) of the Act, an Independent Directors shall hold office for a term of upto five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of upto five consecutive years on the Board of a Company.

Shri Biren Suryakant Patel, being eligible for re-appointment as an Independent Directors and offering for re-appointment as an Independent Director for second term of five consecutive years from 22nd September, 2019 upto 21st September, 2024. The Board considers that their continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Shri Biren Suryakant Patel as an Independent Directors.

The Directors recommend their re-appointments at the ensuing AGM.

3. The Board, based on the recommendation of the Nomination and Remuneration Committee of the Company, appointed on 26th June, 2025, Shri Sanjay Gupta (DIN: 10939385), as an Additional Director in the capacity of Non Executive, Independent Director of the Company with immediate effect for a period of five years, subject to approval of the members of the Company in the ensuing Annual General Meeting.*

The Directors recommend his appointment at the ensuing AGM.

4. Shri Mahendrasingh Hada (DIN: 09161284), is BSC graduate form Rajasthan University and associated with the Company for more than 25 years and established his name in the Textile Industry over two generations. He has wide and rich experience in the field of Technical Textiles and having gained substantial technical knowledge. On the recommendations of Nomination & Remuneration Committee and the Board of Directors, Shri Mahendrasingh Hada is appointed as a Whole Time Director of the Company, for a period of 3 (three) years with effect from 1st September, 2025 on terms and conditions that may be determined by the Board of Directors subject to the approval of Shareholders of the Company at the ensuing AGM.

The Directors recommend his appointment at the ensuing AGM.

The brief resume of the Directors being re-appointed, the nature of their expertise in specific functional areas, names of companies in which they hold Directorships, Committee Memberships/ Chairmanships and their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

B. Key Managerial Personnel/Directors

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Shri Tushar Patel	: Managing Director
Smt. Tejal Patel	: Director
Shri Mahendrasingh Hada	: Director
Shri Jasubhai Patel	: CFO
Shri Dharmesh Patel	: Company Secretary

C. Declaration by Independent Director

As per the requirements of the Companies Act, 2013, the company being a listed company require to appoint independent Directors being a listed company. Therefore, requirement for obtaining Declaration by the Independent Directors pursuant to section 149(6) Companies Act, 2013 is applicable to the company.

List of the Independent directors
Shri Biren Patel
Shri Ravishankar Gopal	- (Appointed w.e.f. 13.08.2024)
Shri Sanjay Gupta	- (Appointed w.e.f. 28.06.2025)
Shri Miten Mehta*
Shri Vimal Ambani**
(Ceased as Directors pursuant to completion of their second and final term w.e.f. 21.09.2024)

The Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in SEBI.

D. Board Evaluation

Pursuant to Section 134(3)(p) of the Companies Act, 2013 read with rule 8(4) of the Companies (Accounts) Rules, 2014, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

Board Diversity

The Company has over the years been fortunate to have eminent persons from diverse fields to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has formalised a policy on Board Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective, background, gender, age and culture. The Policy on diversity is available on the Company s website https://sanrhea.com/code-of-conduct-policies/

Meetings of the Board

Six Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report.

Committees of the Board

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report.

Audit Committee

The Audit Committee comprises Shri Biren Patel (Chairman), Shri Ravishankar Gopal and Shri Tushar Patel. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Directors Responsibility Statement

In accordance with the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors states:

1) that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2) that such accounting policies have been selected and applied consistently and judgement 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 March 31, 2025 and of the profit of the Company for the year ended on that date.

3) that proper and sufficient care has been taken 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;

4) that the annual financial statements have been prepared on a going concern basis;

5) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Managerial Remuneration

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is attached herewith as Annexure - ll.

Details Of Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Companys Operations In Future

The Company has not received any significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in Future.

Insurance

The Company has taken adequate insurance to cover the risks to its people, plants and machineries, buildings and other assets.

Compliance With Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India, which have mandatory application during the FY 202425 under review.

Corporate Governance

For the period under review, the Company was exempt from the corporate governance requirements stipulated under SEBI Listing Regulations, in accordance with SEBI Circular No. CIR/CFD/POLICY CELL/7/2014. These requirements will become applicable to the Company effective May 24, 2025.

In a commitment to strong ethical principles, the Company has already established a Code of Business Conduct and Ethics for its Board Members and Senior Management. All such personnel have affirmed their adherence to this Code.

A standalone Corporate Governance report, accompanied by the mandatory compliance certificate from a Practising Company Secretary, will be included in subsequent Annual Reports once the SEBI provisions are in effect.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is set out in a separate section included in this Annual Report as Annexure - Ill.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed PCS Jitendra Leeya, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - IV.

Appointment of Secretarial Auditor

Pursuant to the requirements of the SEBI Listing Regulations, the Board of Directors of the Company at their meeting held on May 24, 2025, approved the appointment of M/s PCS Jitendra Leeya, Practicing Company Secretaries a Peer Reviewed Practicing Company Secretary firm, as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from FY 2025-26 up to FY 2029-30, to conduct the Secretarial Audit, subject to the approval of the Members at the ensuing Annual General Meeting.

The necessary resolution for the appointment of M/s PCS Jitendra Leeya form part of the Notice convening the ensuing 42nd AGM.

Annual Secretarial Compliance Report

Provision relating to The Annual Secretarial Compliance Report (ASCR), mandated by Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the Company is not applicable to the Company during reporting period.

Statutory Auditors

M/s. Kantilal Patel & Co., Chartered Accountants (Firm registration number 104744W) was appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 30, 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 is not applicable to the company for the year under review.

Auditors Report

The Auditors Report for the financial year 2024-25 does not contain any qualification, reservation or adversere mark. The Auditors Report is enclosed with the financial statements in this Annual Report.

Listing At Stock Exchange

The Companys equity shares are listed on the BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India. The Company has paid the Annual Listing Fees to the BSE Limited for the Financial Year 2024-25.

Disclosures

Corporate Social Responsibility (CSR)

During the year under review, the Company has focused on several corporate social responsibility programs. The Company continues its endeavour to improve the lives of people and provide Providing ration kits to needy persons to eradicating hunger, poverty.

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The policy can be accessed at https://sanrhea.com/code-of-conduct-policies/. The Annual Report on CSR activities is annexed herewith and marked as Annexure V to this Report.

Internal Financial Control System

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditor places Internal Audit reports before the Board of Directors.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and corrective actions thereon are presented before the Board.

Risk Management Policy

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat risks

Vigil Mechanism & Whistle Blower Policy

The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee

Prevention of Sexual Harassment of Women at Workplace

The Company is committed to provide a work environment that ensures every employee is treated with dignity, respect and afforded equal treatment. There were no complaints pertaining to sexual harassment during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

The Company is committed to provide a work environment that ensures every employee is treated with dignity, respect and afforded equal treatment. The Company has complied with the provision relating to the constitution of Internal Complaints Committee and during the year under review, as per the table given below, the Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of Complaints pending as at April1,2024	Number of Complaints filed during the year	Number of Complaints disposed of during the year	Number of Complaints pending as at March31,2025
0	0	0	0

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

Website

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "https://sanrhea.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

Business Responsibility & Sustainability Report (BRSR)

As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, the submission of a Business Responsibility and Sustainability Report (BRSR) is mandatory for the top 1,000 listed entities by market capitalization. Since the Company does not fall within the specified threshold, the requirement to submit the BRSR is not applicable for the financial year ended March 31, 2025.

General Disclosure

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of this nature, during the year under review:

1) Issue of equity shares with differential rights as to dividend, voting or otherwise.

2) Issue of shares (Including sweat equity shares) to employees of the Company under any scheme.

3) Issued any shares under Employee Stock Option Scheme.

4) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

5) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of Act).

6) Change in the nature of business.

7) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

8) Instances of transferring the funds to the Investor Education and Protection Fund.

9) Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

10) One time settlement of loan obtained from the banks or financial institutions.

Cautionary Statement

Certain Statements in this Annual Report may constitute "forward looking statements". These forward-looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements. Important factors that could influence the Companys operation can be affected by global and domestic demand / supply and price conditions in the domestic and overseas markets in which the Company operates changes in government regulations, tax laws, and other factors such as litigation and industrial relations.

Acknowledgement

Your directors place on record their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

	By order of the Board of Directors
	For, Sanrhea Technical Textiles Limited
	Tushar Patel	Tejal Patel
Place : Ahmedabad	Managing Director	Director
Date : 01.09.2025	(DIN: 00031632)	(DIN: 01130165)