Suryalata Spinning Mills Ltd Directors Report

To

The Members

Suryalata Spinning Mills Limited

Your Board of Directors are pleased to present the 43 ,cl Annual Report of the Company together with the Standalone and Consolidated Audited Financial Statements oF Accounts for the financial year ended 31 5 March 2026.

FINANCIAL HIGHLIGHTS :

The Company has prepared Standalone and consolidated financial statements in accordance with the relevant applicable Regulation 33 of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEB1 Listing Regulations), under the provisions of the Companies Act, 2013 (the Act) and Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013.

The financial performance of the Company for the financial year ended 3 l sl March 2026 is summarized below: (Rs. In Lakhs)

	Standalone Results		Consolidated Results
Particulars	2025-26	2024-25	2025-26	2024-25
Total Revenue	49.012	49.106	49,923	49,945
Profit before Interest Depreciation and Tax after Exceptional/ Extraordinary Items	5,873	3,561	6,670	4,269
Profit Before Tax after exceptional / Extraordinary items	3,943	1,312	4,605	1,890
Less:Provislon for taxes (Including Deferred Tax)	1,049	330	1,053	353
Profit After Tax	2,894	982	3,552	1,537
Add: Balance brought forward from last year	3,372	3,415	4,851	4,339
Amount available for appropriation	6,266	4,397	8,403	5,876
Appropriations:
Transfer to
(a) General Reserve	2,000	1,000	2,000	1,000
(b) Dividend on Equity Shares	25	25	25	25
Balance Carried forward to Balance Sheet	4,241	3,372	6,378	4,851

STATE OF AFFAIRS AND COMPANYS PERFORMANCE:

The Companys Standalone and Consolidated performance during the financial year under review maintained its volumes and Turnover almost remain at same level compared to previous year, despite global resilience and Geopolitical Uncertainties. The Company Profitability increased compared to last year with the grant and release of Industrial Incentives by the state government oFTelangana. The major highlights of the Companys Standalone performance for the financial year 2025-26 are as under:

Total Revenue is Rs.490.12 crores as compared to Rs. 491 -06 crores in the previous year.

Exports are maintained at Rs 3 1.98 Crores as compared to Rs 31.42 crores in the previous year. (FOB Value)

Production quantities maintained at 30,472 MTs as against 3 1,016 MTs in the previous year.

V Annual Average yarn realization decreased by Rs. 1.03 i.e., to Rs. 155.56 per kg. as against Rs. 156.59 per kg in the previous year.

Annual Average input (raw material) cost per Production decreased by Rs.4.71 i.e., to Rs.98.71 per kg. as against Rs. 103.42 in the previous year.

Contributions from operations increased by Rs. 3.68 per kg. i.e., Rs. 56.85 as against Rs.53.17 per kg in the previous year.

Operational cost decreased by Rs.4.69 per kg. (i.e) Rs. 43.42 as against Rs. 48.37 per kg in the previous year.

Profit before Tax for the year is Rs.39.43 Crores as compared to Rs. 13.12 Crores in the previous year.

*** Profit after Tax is Rs. 28.94 Crores as against Rs. 9.82 Crores in the previous year.

Subsidiary Company:

The Company has one wholly owned subsidiary Suntree Solar Energy Private Limited* (Suntree) Suntree is in the business of generation of solar energy and the generated power units supplied to TGSPDCL as per terms of power purchase agreement.

The statement containing highlights of performance of the Subsidiary Company, salient features of its financial statements for the financial year ended on March 31, 2026, and its contribution to the overall performance of the Company is attached as Annexure-I.

The audited accounts of the Subsidiary Company are available and are open for inspection by the registered shareholder of the Company at its Registered Office of the Company. The Company will also make available copies of these documents to the registered shareholder upon receipt of the request in writing from them.

Consolidated Financial Results:

The consolidated financial statements of your company for the financial year 2025-26, are prepared in compliance with applicable provisions of the Act, Indian Accounting Standards and the SEBI Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the company and its subsidiaries, as approved by their respective Board of Directors.

Sustainable Development Coals:

Sustainability development has emerged as a new paradigm in industrial environment Your company believes that sustainability relies on the adoption of technology Innovation, optimum utilization of capacities, consistency in quality, In addition the spinning sector can become more sustainable in the long run on cost optimization of power and personnel. As a step towards the cost reduction of power, the Company has installed Solar Power Plants of 15.75 MW within the manufacturing units for Captive consumption of power generation. These installed capacities mitigate 26% of the company annual power requirements and reduce the dependence on D1SCOM power supplies, reduce the carbon footprint. Lip gradation of technology and Innovation techniques can reduce the cost of personnel. To become more sustainable in the long run, the company adopts further initiatives for the sustainability from time to time with the availability sources.

Capital expenditure:

During the year, the company had spent capital expenditure of Rs 25.88 Crores per Installation of plant and machinery, Rs 2.32 Crores per Installation of 0.850 Ground mounted solar plant. Workers Quarters Rs 3.69 Crores and Rs 1.65 Crores for other assets that is total Rs 33.54 Crores.

Further Capital Expenditure incurred Rs 18.32 Crores for Procurement of Plant and Machinery to the second phase of vortex project is under process of installation, stated as machinery work in progress.

Thus the Total Capital expenditure incurred Rs.51.86 Crores in this year.

Share Capital :

I.The Particulars of share capital of the Company are as follows:

Particulars	Amount (Rs}
The Authorized Share Capital 90,00,000 Equity Shares of Rs. 10/- each and 8,00,000 Preference Shares of Rs. 100/- each	17,00,00,000
Issued, subscribed and paid-up share capital 42,67,000 equity shares of Rs. 10/- each and 3,85,000 8% Cumulative Redeemable Preference Shares of Rs. 100/-each.	8,1 1,70,000
The listed share capital of the Company 42,67,000 Equity shares of Rs. 10/-each.	4,26,70,000

2. Shares allotted during the FY 2026:

a) Public issue, rights issue, preferential issue:

No such shares were issued during the FY 2026.

b) issue of Shares under ESOP:

No such shares were issued during the FY 2026.

c) issue of Shares with differential rights as to dividend, voting or otherwise:

There were no issue of equity shares with differential rights as to dividend, voting or otherwise.

(d) issue of Sweat Equity Shares:

No Sweat Equity Shares were issued during the FY 2026.

(e) issue of Bonus Shares:

No Bonus Shares were issued during the FY 2026

There was no change in the share capital of the Company during the financial year under review.

Transfer to Reserves:

The Company has decided to transfer Rs.20 Crores to the general reserve for the financial year ending March 31,2026.

Dividends:

Your directors have recommended the payment of dividend on the Cumulative Redeemable Preference Shares as per the terms and conditions of the Issue for the Financial Year 2025-Z6. The said dividend, if approved will result in cash outflow of Rs. 30,80,000/-.

Further, your directors have recommended the payment of a 20% dividend on the paid up value of the Equity Shares i.e., Rs Z/- per share of Rs. 10/- each to all Non Promoter equity shareholders of the Company for the year 2025-26. The dividend, if approved, will result in cash outflow of Rs.25,29,380/-.

Investor Education and Protection Fund (IEPF):

As per the provisions of section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto (the Rules), all shares In respect of which dividends have not been paid or claimed for seven consecutive years or more shall be transferred to investor Education and Protection Fund (IEPF). In line with the aforesaid provisions, unclaimed dividends (interim and final) declared for the FY 2017-18 along with the underlying shares on which the dividend remained unclaimed for seven consecutive years have been transferred to IEPF during the year.

Deposits:

During the year under review, the Company did not accept any deposits within the meaning of Sections 73 and 74 of the Act. Accordingly, no amount towards principal or Interest on public deposits was outstanding as on the date of the Balance Sheet.

Annual Return:

Pursuant to Section 134 (3) (a) fk Section 92 (3) of the Companies Act, 2013 read with Rules 12 of the Companies (Management Administration) Rules, 2014, the Annual Return of the company for Financial Year 2025-26 will be placed on the companys website at https: www.suryalata.com.

Business Responsibility Report

The Provision relating to Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5 as amended from time to time regarding submission of Business Responsibility Report Is not applicable to your Company.

Industrial Relations

The employee relations have remained cordial throughout the year and industrial harmony was maintained. Measures for the safety, training and development of the employees continued to receive top priority. The Directors wish to place on record their appreciation of the valuable contribution made by the employees of the Company at all levels towards the performance and growth of the Company

Number of Meetings of the Board of Directors and Committees:

4 (Four) Board Meetings &. 4 (Four) Audit Committee Meetings were held during the Financial Year 2025-26 as below:

S.No Date of Board Meetings	S.No Date of Audit Committee Meetings
1 May 29, 2025	l May 29, 2025
2 August 09, 2025	2 August 09, 2025
3 November 13, 2025	3 November 13, 2025
4 February 11,2026	4 February 11,2026

The Meetings of the following Committees were held on the dates as mentioned below:

1. CSR Committee Meeting - May 29, 2025-

2. Nomination and Remuneration Committee - May 29, 2025

3. Stakeholders Relationship Committee Meeting - February I 1, 2026.

For details pertaining to attendance of Directors for the said Meetings, please refer to the Corporate Governance Report, which forms part of this report.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company state that:

a) In the preparation of the annual accounts for the financial year ended March 3 1, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures and the annual accounts have been prepared in compliance with the provisions of the Companies Act, 2013.

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent 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 of the company for the said period.

c) They have 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) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls in the Company that are adequate and are operating effectively.

f) They have devised proper systems to ensure compliance with the provisionsof all applicable laws and theseare adequate and operating effectively.

Statement on declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies Act. 2013:

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Sub-Section (7) Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in (6) of section 149 of Companies Act, 2013 and Regulation I6(l)(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Related Party Transactions:

All the related party transactions are entered in the ordinary course of business and on an arms length basis they are in compliance with the applicable provisions of Companies Act, 2013 and listing regulations. The disclosures relating to related party transactions as required in Form AOC-2 is enclosed to this report as Annexure-ll.

The Company has adopted a related party transactions policy and the said policy as approved by the board is uploaded on the Companys website www.suryalata.com.

Particulars of Loans, Guarantees and Investments:

During the year under review, the Company has continued to maintain corporate loan to its wholly owned subsidiary, Suntree Solar Energy Private Limited. However, the Company has not provided any guarantees.

Particulars of Employees:

The details pursuant to Section 197( 12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure III.

Details of Directors and Key Managerial Personnels appointed or resigned during the year :

The appointments/re-appointments of Directors made up to the earlier Annual General Meeting held on September 27, 2025, were obtained approvals from the shareholders of the Company.

Subsequently, Mr. Gautam Damodar Sawang was appointed as an Additional Director in the category of Independent Director by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee. The said appointment is proposed to be placed before the members for their approval in this Annual General Meeting of the Company

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Smt.Madhavi Agarwal .Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible , offers herself for re-appointment.

Committees of the Board:

Currently the Board has four Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Corporate Social Responsibility Committee;

4. Stakeholders Relationship Committee.

Audit Committee:

The Audit Committee comprises of Sri. R Raghuram Reddy, Chairman, Sri. Harishchandra Prasad Kanuri, Member, Sri.M.Yugandhar, Member and Sri. K R Suresh Reddy, Member. All the recommendations made by the members of Audit Committee were accepted by the Board.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of Sri. M. Yugandhar, Chairman, Sri. Raghuram Reddy, Member, Sri. K R Suresh Reddy, Member and Sri. Harish chandra Prasad Kanuri, Member.

Stakeholders Relationship Committee:

Stakeholders Relationship Committee comprises of Sri. M. Yugandhar Chairman, Sri. Vithaldas Agarwal, Member and Sri. Mahender Kumar Agarwal, Member.

The Scope of the committee shall include considering and resolving the grievances of the security holders of the company which may arise due to any of the reasons cited in the Stakeholders Relationship Committee of the company.

Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee consists of Sri. R. Raghuram Reddy, Chairman, Sri. Vithaldas Agarwal, Member and Sri. Mahender Kumar Agarwal, Member.

This policy encompasses the Companys philosophy for giving back to society as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programs for the welfare 8. sustainable development of the community at large.

Corporate Social Responsibility (CSR) Policy :

The core theme of the Companys Corporate Social Responsibility (CSR) policy is giving back to the society from which it draws its resources by extending helping hand to the needy and the underprivileged.

The CSR Policy of your Company as approved by the Board of Directors, is hosted on your Companys website w ww.suryalata. com.

The Report on Corporate Social Responsibility as per Rule 8 of (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure IV and forms part of this Directors Report.

Policy on directors appointment and remuneration and other details:

The Company followsa policy on remuneration of directors and othersenior managerial personnel. The Policy is recommended by the Nomination and Remuneration Committee and approved by the Board. More details of the same is given in the Corporate Governance Report.

Statutory Auditors and Auditors Report:

M/s. K.S. Rao 8. Co., Chartered Accountants (ICAI Firm Registration Number 003 I09S) were appointed as Statutory Auditors of the Company in the 39Annual General Meeting (AGM) held on September 29, 2022, to hold office fora period of 5 years i.e., up to the conclusion of 44 Annual General Meeting.

K. S. Rao 8. Co., Chartered Accountants, the Statutory Auditors of the company has issued an Auditors Report (standalone and consolidated) for Financial Year ended March 3 1,2026 and the Auditors have not reported any matter under Section 143 (12) of the companies Act 2013 and therefore no details are required to be disclosed under Section 134 (3) of the Companies Acts 2013.

The Auditors Report to the Shareholders for the financial year under review does not contain any qualification, reservation or adverse remark. The Auditors* Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditor :

The Board has appointed Prerna 8, Co, Company Secretaries a firm of Practicing Company Secretaries, Hyderabad as the Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended March 3 1, 2026, in compliance with the provisions of Section 204ofthe Companies Act, 2013-TheSecretarial Audit Report issued by Prerna 8. Co, Company Secretaries, in Form MR-3 is enclosed as Annexure V.

Internal Auditor:

The Board of Directors of the Company have appointed M/s. Brahmayya 8. Co., Chartered Accountants as internal Auditors to conduct internal Audit of the Company for the Financial Year ended March 31,2026.

Cost Auditor:

in terms of the Section 148( 1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records pertaining to textile products division.

M/s. Aruna Prasad 8. Co., Cost Auditors were appointed as Cost Auditor for conducting the cost audit of the Company for the financial year 2025-26 and paid remuneration of Rs. 50,000/-. /-.(Rupees Fifty Thousand only) the same was ratified by the member of the company at the 42 n<1 Annual General Meeting of the Company. Cost audit report for the financial year ended March 31, 2025, was filed with the Central Government.

The Board after considering the recommendations of its Audit Committee, reappointed the aforesaid firm as cost auditors for the financial year 2026-27 at a remuneration of Rs. 55,000/- (Rupees Fifty Five Thousand only) (exclusive of out-of-pocket expenses and applicable taxes), and appropriate resolution in this connection has been included in the notice convening the ensuing annual general meeting of the Company for ratification of remuneration of the Cost Auditors. Cost auditors have certified that their appointment is within the limits prescribed under Section 141 (3)(g) of the Companies Act, 201 3 and that they are not disqualified to undertake the Cost Audit assignment within the provisions of the Act.

During the year under review Cost Auditors have not reported any matter under Section I43( 12) of the Act, and therefore no details are required to be provided under section 134(3)(ca) of the Act.

Corporate Governance Report;

The report on Corporate Governance as per Regulation 34(3) read with Schedule V of the SE.B1 (LODR) Regulations is included as a part of this Annual Report. The requisite certificate from Prerna & Co, Company Secretaries conforming the compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Management Discussion and Analysis:

fn terms of provisions of Regulation 34(2) of SE.B1 Listing Regulations report on Management Discussion A Analysis for the year under review is provided in a separate section forming part of this Annual Report.

Vigil Mechanism/Whistle Blower Policy :

The Board of Directors of the Company has adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethicalandimproperp ractices or any oth er wro ngfolconductintheCompany.top rovi d e necessary safegu ard s for p rotecti o n of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.

The Policy on vigil mechanism/whlstle blower policy may be accessed on the Companys website www.suryalata.com. Details of adequacy of Internal financial controls :

The company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The details of significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations In future:

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the year under review.

Material changes and Commitments, if any, affecting the financial position of the Company occurred after the closure of financial year till the time of adoption of this report:

No other material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. Further there is no change in the nature of business of the Company.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information with respect to Conservation of energy, technology absorption, foreign exchange earningsand outgo pursuant to Section 134(3)(m) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, are provided in the Annexure VI to this Report.

Risk Management Policy :

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Declaration with the compliance with the code of conduct by Members of the Board and Senior Management personnel:

The Company has complied with the requirements about code of conduct for Board members and Sr. Management Personnel. The said policy is available on the website of the Company www.suryalata.com.

Mechanism for Board Evaluation :

The Board of Directors has carried out an annual eval uation of its own performance, board committees and individual directors pursuant to the provisions of the schedule IV of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

The Directors evaluation was broadly based on the parameters such as understanding of the Companys vision, objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed performance of non-independentdirectors, performance of the board as a whole and performance of the chairman after taking Into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance eval uation of independent directors was done by the entire board, excluding the independent director being evaluated.

Policy on Sexual Harassment:

The Company hits adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company regularly conducts awareness programs for its employees.

Disclosure pertaining to sexual harassment of women at workplace:

During the Financial year ended March 3 1,2026, the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment and the Company has constituted an Internal Complaints Committee.

Compliance Under Posh Act, 2013

During the Financial year ended March 3 1,2026, the Company has neither received any complaints nor there are any pending The Company has in place a policy for prevention, prohibition and redressal against sexual harassment of women at workplace to protect women employees and enable them to report sexual harassment at workplace. An Internal Committee has been constituted consisting of optimum number of women for the said purpose. During the year under review, details of the complaints are mentioned below:

Particulars	Details
Number of complaints received during the year	NIL
Number of complaints at the beginning of the year	NIL
Number of complaints at the end of the year Details	NIL

Compliance with Secretarial Standards:

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India. Prevention of Insider Trading Code

The Company has a policy i.e., code of conduct prohibiting insider trading in conformity with SEBI (Prohibition of Insider Trading) Regulations, 2015. The said policy contains necessary procedures applicable to Directors, officers and designated persons for trading in the securities of the Company.

The trading window closures are intimated in advance to all the concerned during which period, the Board of Directors and designated persons are not permitted to trade in the securities of the company.

Acknowledgments:

Your directors thank the government authorities, financial institutions, banks, customers, suppliers, members, employees and other business associates of your Company, who through their continued support and co-operation, have helped as partners in your Companys progress and achievement of Its objectives.

For and on behalf of the Board
For Suryalata Spinning Mills Limited

Place; Secunderabad
Date: 25 lh [uly 2026

Vithaldas Agarwal
Managing Director
DIN:00012774

Mahender Kumar Agarwal
Joint Managing Director
DIN:00012807