Sanrhea Technical Textile Ltd Directors Report

To The Members,

Your Directors are pleased to present the 43rd Annual Report together with the audited financial statement of the company for the year ended on 31st March, 2026.

The summarized financial results for the year ended 31st March, 2026 are as under:

Financial Results

The Audited Financial Statements of the Company as on March 31, 2026, 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	2025-26 (Rs in Lakhs)	2024-25 (Rs in Lakhs)
Revenue from Operations	8044.53	7493.55
Other Income	9.99	18.98
Profit before Financial Charges, Depreciation and Taxation	1115.51	961.67
Less: Depreciation	221.09	188.72
Finance Charges	127.95	132.33
Total tax expenses	198.07	168.14
Profit for the year	568.40	472.48
Other Comprehensive income (net of tax)	(0.57)	(9.40)
Total Comprehensive Income for the year	567.83	463.08
Add: Balance as per Last Years Balance Sheet	1860.60	1472.52
Amount Available for Appropriation	2,428.43	1935.60
Less: Appropriation of Dividend	(85.35)	(75.00)
Surplus in Statement of Profit and Loss	2343.08	1860.60

Results Of Operations And State Of Companys Affairs

The key aspects of your Companys performance during the financial year 2025- 26 are as follows:

During the year under review, the Company continued to deliver a satisfactory operational and financial performance. The Company recorded sales of Rs 8,044.53 Lakhs, as compared to Rs 7,493.55 Lakhs in the previous year. The EBITDA increased to Rs 1,115.51 Lakhs, as against Rs 961.67 Lakhs in the previous year. After providing for depreciation, finance costs and taxation, the Company reported a Net Profit of Rs 568.40 Lakhs, reflecting continued profitability during the year under review.

Dividend

Your directors have recommended a dividend of 15% (Rs 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 2025- 26. The said dividend, if approved by the shareholders, would result into a cash outflow of Rs 85.35 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

Capital Raises through Preferential IssueDuring 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 paidup, 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 taken approval of the shareholders of the Company through Postal Ballot.

Capital Structure Of The Company

During the financial year 2025- 26, following changes have been made in the share capital of the Company.

Authorised Share Capital

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

Paid-up share capital

Paid- up share capitalDuring the year under review, paid up share capital of the Company increased from Rs 5,00,00,000/- to Rs 5,69,00,000/-

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

Annual ReturnAs provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2025- 26 is uploaded on the website of the Company and can be accessed at https://sanrhea.com/financial- reporting/

Particulars of Loan, Guarantees and Investment

Particulars of Loan, Guarantees and InvestmentDuring 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, 2026, your Companys Board had six 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

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, onethird 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 Mahendrasingh Hada (DIN: 09161284), 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.

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 : Whole-Time Director

Shri Jasubhai Patel : CFO

Shri Dharmesh Patel : Company Secretary

C. Declaration by Independent Director

As the Company is a listed entity, the provisions relating to appointment of Independent Directors under Section 149 of the Companies Act, 2013 are applicable to the Company.

List of the Independent directors

Shri Biren Patel

Shri Ravishankar Gopal

Shri Sanjay Gupta

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 Companys website:https://sanrhea.com/code-of-conduct-policies/

Meetings of the Board

Seven 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, 2026, 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, 2026and 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 - II.

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 2025- 26 under review.

Corporate Governance

Your Company is committed to conducting its affairs in a fair, transparent, and professional manner, upholding high ethical standards and accountability in all dealings. In accordance with Regulation 34(3) and Schedule V of the Listing Regulations, the Corporate Governance Report for the financial year ending March 31, 2026, is included in this annual report.

Additionally, a certificate from practicing company secretaries, confirming compliance with corporate governance conditions, is attached to the report on corporate governance.

Management Discussion and Analysis Report

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

Business Responsibility And Sustainability Report

In terms of Regulation 34(2)(F) of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") along with Reasonable Assurance Statement on BRSR Core Indicators as required in terms of SEBI Circular dated July 12, 2023 is not applicable to the Company during reporting period

Secretarial Audit Report

Secretarial Audit ReportPursuant to Section 204 of the Act, read with the rules made thereunder and Regulation 24A of the SEBI Listing Regulations, CS Jitendra Pravinbhai Leeya, Practicing Company Secretary, Ahmedabad (C.P. No. 14503; Peer Reviewed Certificate No. 2089/2022), was appointed as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the first term of five consecutive years from financial year 2025- 26 to financial year 2029- 30. CS Jitendra Pravinbhai Leeya has confirmed that he is not disqualified to continue as the Secretarial Auditor and is eligible to hold office as Secretarial Auditor of the Company. The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed to the Boards Report as Annexure - IV.

Management Response to the Observations of the Secretarial Auditor

The Management has taken note of the observation and the necessary corrective action is in process. The Company is closely monitoring the matter and will ensure completion of the requisite compliance within the applicable regulatory framework. Appropriate preventive measures have also been put in place to avoid recurrence.

Statutory Auditors

Statutory AuditorsM/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 2025- 26 does not contain any qualification, reservation or adverse market. 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 2025- 26.

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 April 1, 2025	Number of Complaints filed during the year	Number of Complaints disposed of during the year	Number of Complaints pending as at March 31, 2026
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, 2026.

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
	Sd/-	Sd/-
	Tushar Patel	Tejal Patel
Place : Ahmedabad	Managing Director	Director
Date : 13.08.2026	(DIN: 00031632)	(DIN: 01130165)