Your Directors have pleasure in presenting their 34th Annual Report together with the Audited Financial
Statements of the Company for the year ended March 31,2025.

FINANCIAL RESULTS (Rs. in Lacs)

OPERATIONAL REVIEW

Revenue from operations of your Company was increased by 1.03% over the previous year .The Gross Revenue
from operations stood at Rs. 21,992.71 lacs compared to Rs.21,767.53 lacs in the previous year. The Operating
Profit before tax stood at Rs. 3,190.10 lacs as against Rs.3,638.74 lacs in the Previous Year. The Net Profit for
the year stood at Rs.2,257.13 lacs against Rs.2,684.50 lacs reported in the previous Year.

The company continues to retain and reinforce its market leadership in Leather and Non-Leather footwear and
accessories with distribution network comprising of exclusive stores and 28 dealers.

DIVIDEND

Your Directors do not recommend any dividend for the year under review.

GENERAL RESERVE

The Company does not propose to transfer any amount to the General Reserve during the financial year ended
31st March, 2025.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2025 stands at Rs. 2,600 lacs divided into
2,60,00,000 equity shares of Rs. 10/- each. The paid up equity capital as on 31 st March, 2025 was Rs.2,315.50
lacs. During the year under review, the company has not issued any shares with differential voting rights nor
granted stock options nor sweat equity. As on March 31, 2025, none of the Directors of the company hold
instruments convertible into equity shares of the Company.

There is no instance where the Company failed to implement any corporate action within the specified time limit.

FINANCE AND ACCOUNTS

Your Company has prepared the Financial Statements for the financial year ended March 31,2025 in terms of
Sections 129,133 and other applicable provisions, if any and Schedule III to the Companies Act, 2013 (as
amended) (the “Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The

estimates and judgments relating to Statements are made on a prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions reasonably present the Company’s state of affairs, profits and
cash flows for the year ended March 31,2025.

The company continues to focus on judicious management of its working capital, receivables and inventories.
Other working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014 as amended.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the
Companies Act, 2013.

The details of the investments made by company are given in the notes to the financial statements.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) as amended
from time to time, the Company has no amount to be deposited into the specified bank account of the IEPF,
Government of India, towards unclaimed or unpaid dividend.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY AND RISK MANAGEMENT

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and
strengthened with new/ revised standard operating procedures. The Company’s internal control system is
commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test
and review controls, appraisal of risks and business processes, besides benchmarking controls with best
practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same. The Company has a robust Management
Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and the Business Heads are periodically apprised of the internal
audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the management are presented to the
Audit Committee of the Board. To maintain its objectivity and independence, the Internal Auditor reports to the
Chairman of the Audit Committee.

The Company endeavours to continually sharpen its risk management systems and processes in line with a
rapidly changing business environment. During the year under review, there were no risks which in the opinion
of the Board threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under “corporate social responsibility” (CSR), the company has contributed funds to the
sum of Rs 63.97 lakh in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR
policy. The Company’s CSR Policy has been uploaded on company’s website at https://sreeleathers.com/
pages/policy

The Annual Report as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 on
CSR activities is annexed herewith as Annexure A and forms an integral part of this Report.

CONSERVATION OF ENERGY

a) Company ensures that the operations are conducted in the manner whereby optimum utilization and
maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative,
its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form
A annexed to the aforesaid Rules, therefore furnishing the same is not required.

TECHNOLOGY ABSORPTION

The Company doesn’t have any in-house R & D Facility. The Company has not imported any technology
during the year under review.

CHANGES IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF REPORT

There are no material changes or commitments affecting the financial position of the Company which have
occurred between the end of the financial year and the date of this Report.

FOREIGN EXCHANGE EARNINGS AND OUT-GO

During the period under review there was no foreign exchange earnings or out flow.

INDUSTRIAL RELATIONS

Industrial relations at all the units of your Company have been harmonious and peaceful with active involvement
of the employees in the collective bargaining process. Your Company has also encouraged wholehearted
participation of the employees in improving productivity as well as quality of its products.

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the
business. The Company has a structured induction process at all locations and management development
programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in
place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and
organizational development. This is a part of our Corporate HR function and is a critical pillar to support the
organization’s growth and its sustainability in the long run.

In order to retain good talent within the organization, your Company has strengthened the goal setting and
measurement process during the year supported with structured development plans for high potential people
to move into different roles. This has resulted in higher retention levels across the organization.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the
details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end of the financial year is not applicable.

DIRECTORS

There are following changes in the composition of the Board of Directors during the period under review.

Ms. Rochita Dey (DIN:02947831) was re-appointed as whole time Director of the Company at the 33rd Annual
General Meeting of the Company held on 26.09.2024.She will be liable to retire by rotation.

Mrs.Rekha Ghosh appointed as independent director of the Company w.e.f 26.06.2024 and Mrs. Sadhana
Adhikary retired on completion of her term as independent director w.e.f 25.09.2024.

DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT

Mrs. Shipra Dey (DIN: 00570021), Whole-time Director of the Company is liable to retire by rotation at the
ensuing AGM and being eligible, has offered herself for re-appointment. Your Board recommends the re¬
appointment of Mrs. Shipra Dey as a Director of the Company, liable to retire by rotation.

Necessary Resolution(s) alongwith disclosure(s) / information(s) in respect of the director seeking appointment
/ re-appointment at the ensuing AGM is being given in the Notice convening the ensuing AGM.

KEY MANAGERIAL PERSONNEL

As on the date of this report Mr. Satyabrata Dey (DIN: 00569965),Managing Director, Mrs. Shipra Dey
(DIN:00570021),wholetime director,Ms. Rochita Dey (DIN: 02947831) wholetime director, Mr. Sujay
Bhattacherjee, Chief Financial Officer and Mr. Bijoy Kumar Roy, Company Secretary and Compliance Officer
are the key managerial personnel (KMP) of your company.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Anil Chandra Bera (DIN: 02002208),Mr. Kalidas Sarkar( DIN: 08200786) and Mrs. Rekha Ghosh (DIN:
09479087), Independent Directors of your Company have declared to the Board of Directors that they meet
the criteria of Independence as laid down in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of
the Listing Regulations and there is no change in the status of their Independence and have confirmed that
they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules,2014, Independent Directors of the Company have confirmed that they
have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise,
experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the
various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution
and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the
Managing Director and the Non- Independent Directors was carried out by the Independent Directors. The
Board of Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy
is stated in the Corporate Governance Report.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year seven Board Meetings and four Audit Committee Meetings were convened and held. The
details of which are given in the Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors, to the best of their knowledge and belief, hereby confirm that:

a) In the preparation of the annual accounts for the year ended March 31,2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

b) The directors 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 as at 31.03.2025 and of the profit of the Company for the year ended on that day;

c) The directors 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) The annual accounts have been prepared on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively and;

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

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the
ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules
made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies
Act, 2013 is not required. Further, there are no material related party transactions during the year under review
with the Promoters, Directors or Key Managerial Personnel. The policy on Related Party Transactions as
approved by the Board of Directors has been uploaded on the website of the Company and can be viewed at
https://sreeleathers.com/pages/policy

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and
all employees in the course of day to day business operations of the company. The Company believes in “Zero
Tolerance” against bribery, corruption and unethical dealings / behavior of any form and the Board has laid
down the directives to counter such acts. The code laid down by the Board is known as “Code of Business
Conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website at
http://www.sreeleathers.co.in/Investor/Code-of-conduct/CODECOSL.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance
through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All
Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower
Policy has been posted on the website of the Company at https://sreeleathers.com/pages/policy

The policy provides details for direct access to the Chairman of the Audit Committee.

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 Company’s 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 Company Secretary is the compliance
officer who is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and rules framed thereunder.
Internal Complaint Committees are set up at shop floor level to redress complaints received regularly and are
monitored by women line supervisors who directly report to the Managing Director. All employees (permanent,
contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee
during the financial year 2024-2025 and hence no complaint is outstanding as on 31.03.2025 for redressal.

OTHER STATUTORY INFORMATION AND DISCLOSURE

The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

The requirement to disclose the details of difference between amount of the valuation done at the time of one¬
time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof, is not applicable as the Company has not taken any loan from Bank or Financial Institution.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT

• The Auditors’ Report for the Fiscal 2025 does not contain any qualification, reservation or adverse remark.
The Auditors’ Report is enclosed with the financial statements in this annual report.

• The secretarial Auditors’ Report for the Fiscal 2025 does not contain any qualification, reservation, or
adverse remark. The secretarial Auditors’ Report is enclosed to the Board Report in this Annual Report.

• As required by the Listing Regulations, the Auditors’ Certificate on Corporate Governance is enclosed to
the Board Report. The Auditors’ Certificate for Fiscal 2025 does not contain any qualification, reservation
or adverse remark.

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory
and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit
report. The Secretarial Audit Report read together with relevant notes thereon are self- explanatory and hence,
do not call for any further comments.

AUDIT & AUDITORS

STATUTORY AUDITOR

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies
(Audit and Auditor) Rules, 2014 as amended, M/s. K. Rungta & Co., Chartered Accountants (ICAI Firm
Registration No. 321068E), has been appointed at the 31st Annual General Meeting as the Statutory Auditors
of the Company for a consecutive period of five years from the conclusion of the said Annual General Meeting
until the conclusion of 36th AGM scheduled to be held in the year 2027.

During the year under review, there were no instance of fraud which requires the Satutory Auditors to report
the same to the Central Government under section 143(12) of the Act and Rules framed thereunder.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (as amended) your Board at its meeting held on 29th
May, 2024 appointed S.A. & Associates, Lakeview Apartment P-887, Block-A Laketown, Kolkata - 700 089, a
firm of Company Secretaries as the Secretarial Auditors of your Company to undertake the Secretarial Audit of
the Company for the financial year ended 31st March,2025 and to submit Secretarial Audit Report thereon.
The Secretarial Audit report is annexed herewith as “Annexure B”.

In terms of Regulation 24A of the Listing Regulations read together with Section 204 of the Act and the Rules
framed thereunder, it is proposed to appoint S.A. & Associates to conduct Secretarial Audit for 5 (five) consecutive
years commencing from April 1, 2025. S.A. & Associates have consented to the said appointment. S.A. &
Associates have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of
Company Secretaries of India (ICSI) and their appointment, if made, would be within the prescribed limits. The
Audit Committee and the Board of Directors recommends the proposed appointment. Brief resume and other
details of S.A. & Associates are given in the Notice convening the 34th AGM of the Company.

COST AUDITOR

As per the requirement of the section 148 of the Act read with Companies (Cost Records and Audit) Rules,2014
your company is not required to maintain cost record and accordingly Cost audit is not applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the
Company’s website at https://sreeleathers.com/pages/annual-reports.

SECRETARIAL STANDARD

During the year under review, the Company has duly complied with the applicable provisions of the Revised
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by
The Institute of Company Secretaries of India (ICSI).

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the
Companies Act,2013 and Rules framed thereunder with respect to the Company’s nature of business.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 and the rules made thereunder, as
amended has been given and form part of this report. The statement containing particulars of employees
employed throughout the year and in receipt of remuneration of Rs. 1.02 crore or more per annum and employees
employed for part of the year and in receipt of remuneration of Rs. 8.5 lakh or more per month, as required
under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit forming part of this
report and is available on the website of the Company at https://sreeleathers.com/pages/notice. The Annual
Report is being sent to the shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining
this information may access the same from the Company website. In accordance with Section 136 of the
Companies Act, 2013, this exhibit is available for inspection by shareholders through electronic mode.

There are no employee posted outside India and in receipt of a remuneration of Rs.60 lakh or more per annum
or Rs.5 lakh or more per month.

EMPLOYEE STOCK OPTION

The company has not given any employee stock option scheme during the financial year 2024-2025. Previous
year: Nil

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

a) The ratio of remuneration of each director to the median employee’s remuneration for the financial year
and such other details as prescribed is given below:

Name Ratio

Satyabrata Dey (Managing Director) 54.36:1

Sujay Bhattacherjee (Chief Financial Officer) 2.87:1
Bijoy Kumar Roy (Company Secretary) 2.07:1

For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.

b) The % increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year:

Satyabrata Dey (Managing Director) Nil

Shipra Dey Nil

Rochita Dey Nil

Bijoy Kumar Roy (Company Secretary) 25.83%

Sujay Bhattacherjee (Chief Financial Officer) 20.17%

c) The % increase in the median remuneration of employees in the financial year: 24.02 % .

d) The number of employees on the roll of company: 57

e) The explanation on the relationship between average increase in remuneration and company performance:

The Company’s PAT stands Rs 2,257.13 lacs as against Rs. 2684.501 lacs in the previous year a decrease
of 15.92%, against which the increase in remuneration is 20.62% .

f) Comparison of the remuneration of the Director and Key Managerial Personnel against the performance
of the company: The increase in remuneration to the Directors, key managerial persons as well as employees
of the company are based on annual review mechanism which takes care of the individual performance of
the employee as well as the overall growth of the company.

Variations in the market capitalization of the company, as at the closing date of the current financial year
and previous financial year.

Particulars March 31,2025 March 31,2024

Market Capitalization (Rs. in Crs) 508.55 640.00

g) Percentage increase or decrease in the market quotations of the shares of the company in comparison to
the rate at which the company came out with the last public offer:

Market Price as on March 31,2025 Rs.219.63

Price at the time of public issue of 18,10,200 equity shares made in the fiscal 1997-1998 Rs. 10.00
% increase of market price over the price at the time of public issue 2096.30%

Note: Closing share price of ordinary shares at NSE Ltd. has been used for the above table.

h) Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration
and justification thereof and any exceptional circumstances for increase in the managerial remuneration:
Average increase in remuneration is 20.62% for employees other than managerial Personnel.

i) The key parameters for any variable component of remuneration availed by the directors: There is no
variable component for any director, key managerial personnel as well as any employee of the company
during the financial year. Previous Year: Nil

j) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but
receive remuneration in excess of the highest paid director during the year: Nil. Previous Year: Nil

k) Affirmation that the remuneration is as per the remuneration policy of the company: The remuneration for
Managing Director, Non-Independent Directors, KMP and rest of employees is as per the remuneration
policy of the company.

l) Comparison of each remuneration of the key managerial personnel against the performance of the company:

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on corporate governance practices followed by the Company, together
with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and
forms an integral part of this Report.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis Report describing the estimates, expectations or
predictions may be ‘forward-looking statements’ within the meaning of applicable laws and regulations. Actual
results could differ materially from those expressed or implied. Important factors that would make a difference
to the Company’s operations include demand-supply conditions, material prices, changes in Government
Regulations, tax regimes, economic developments within the Country and outside the Country and other factors
such as litigation and labor negotiations.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the contribution made by the employees at all
levels but for whose hard work, and support, your Company’s achievements would not have been possible.
Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their
continued support and faith reposed in the Company.

For and on behalf of the Board of Directors of Sreeleathers Limited
Satyabrata Dey K. D. Sarkar

Kolkata Managing Director Director

29th May, 2025 (DIN : 00569965) (DIN : 08200786)