The Directors of your Company are pleased to present the 20th Annual Report on the business and operations of the Company
together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2025.

FINANCIAL RESULTS

The Company’s financial performance for the year ended 31st March, 2025 is summarised below:

(in Million)

Review of Operations:

Garment Division

Financial Year 24 - 25, Garment division had an operational
revenue of Rs 9816.23 million and have achieved a growth
of 3% revenue for the current year. Margins were under
pressure due to the low efficiency, level of workmen and also
air freight.

Spinning Division and the Processing division was utilised
100% and had improved on their margins comparing the
previous years.

Young Brand Apparels Private Limited

Young Brand Apparels (P) Ltd, was acquired on 21st of June

2024 and have been successful in improving the revenue and
the margins for the current year. During the current Financial
Year 2024 - 25 they have achieved a total revenue of Rs
3243.18 million and a PAT of Rs 324.44 million.

S.P. Retail Ventures Limited

Financial year 24 - 25 has also been a very tough year for the
Retail sector. Inflation and higher interest cost is showing
some stress in the retail industry.

The new brands that were added into the portfolio of brands
had impacted the margins of the S.P. Retail Ventures Limited.
This is mainly due to the brand HEAD where the minimum
guaranteed sales were not achieved, and we were also losing
margins due to lack of sales. However, we have exited brand
“HEAD” effective from December 2024.

We are confident that SP Retail ventures will be able to raise
capital during the current financial year to support their
aspiration of growth and cash flows.

S.P. Apparels (UK) Ltd

S.P. Apparels (UK) Ltd has reported a revenue of GBP
6.8 million, However high Interest cost & higher Overheads
are putting pressure in the margins of the company. The
team has been changed in S.P. Apparels (UK) Ltd. They also
have move to a new premises which is in London. They have
also added couple of new customers to their portfolio and
will increase on both revenue and margins during the next
financial year.

S.P. Apparels International (Private) Limited

Currently our focus is on Sri Lanka operation and we are very
confident of increasing our capacity in Sri Lanka. The next
line of growth is expected to come from Sri Lanka.

OPERATIONS

The Company achieved a total revenue of Rs.9890.06 million
as against Rs.9639.84 million in the previous year. The
Company’s Profit Before Tax is Rs.1117.47 million during the
year, as compared to Rs. 1356.94 million in the previous year.
The Company earned a Net Profit of Rs.835.32 million, as
against a Net Profit of Rs. 1037.62 million in the previous
year.

There was no change in the nature of business of the Company
during the financial year ended 31st March 2025.

DIVIDEND

The Board of Directors recommends a dividend of Rs.2/- per
Equity Share having a face value of Rs.10/- each (20%) on
the Equity Share Capital of Rs.250.93 Million for the financial
year ended on 31st March 2025 aggregating to Rs. 50.19
Million. As per Finance Act, 2020, the Dividend is taxable in
the hands of the Shareholders. Dividend on Equity Shares is
subject to the approval of the Shareholders at the ensuing
Annual General Meeting.

As per the requirements of SEBI notification no. SEBI/LAD/

NRO/GN/2016-17/008 dated 8th July 2016, the Company has
formulated a Dividend Distribution Policy which has been duly
approved by the Board of Directors. A copy of the Dividend
Distribution Policy is available on the Company’s website:
http://www.s-p-apparels.com/assets/img/docs/Dividend-
Distribution-Policy.pdf

TRANSFER TO RESERVES & SURPLUS

As at March 31, 2025 the Company had reserves of
Rs.8346.60 million. During the year under review, the
company has transferred Rs.835.32 million to Retained
Earnings (Other Equity).

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

As required under the provisions of Section 125 and other
applicable provisions of Companies Act, 2013 (hereinafter
“the Act”), dividend that remains unpaid/ unclaimed for a
period of seven years, are to be transferred to the account
administered by the Central Government viz: Investor
Education and Protection Fund (“IEPF”).

Accordingly, the company has transferred Rs. 4,922.50/- to
the Investor Education and Protection Fund on 24.09.2024
pertaining to the financial year 2016-17, that remained
unpaid or unclaimed for seven consecutive years.

SHARE CAPITAL

The Authorised Share Capital of the Company is
Rs. 47,25,00,000/- divided into 4,72,50,000 equity shares of
Rs. 10/- each and the issued share capital of the Company
as at 31.03.2025 stood at Rs.25,09,26,000/- divided into
2,50,92,600 Equity Shares of Rs.10/- each and the subscribed
and paid-up share capital of the Company as at 31.03.2025
stood at Rs.25,09,26,000/- divided into 2,50,92,600 Equity
Shares of Rs.10/- each.

WEBLINK OF ANNUAL RETURN

The Annual Return of the Company for the financial year
2024-25 as required under Section 92(3) of the Companies
Act, 2013 is available on the website of the Company at the
link http://www.sp-apparels.com

CAPITAL EXPENDITURE

As on 31st March, 2025, the gross fixed assets block stood at
Rs.8259.10 Million and net fixed assets block at Rs.4587.05
Million. Additions to Fixed Assets during the year amounted
to Rs.538.02 Million.

BOARD AND COMMITTEE MEETINGS

The details of meetings of Board of Directors and Committees
thereof and the attendance of the Directors in such meetings
have been enumerated in the Corporate Governance Report.

STATEMENT ON COMPLIANCE WITH SECRETARIAL
STANDARDS

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards. Such systems are found to be adequate and are
operating effectively. The Company has duly complied with
Secretarial Standards issued by the Institute of Company
Secretaries of India in respect of the meeting of the Board of
Directors (SS-1) and General Meetings (SS-2).

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the
Companies Act, 2013, with respect to Directors’ Responsibility
Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed and there are no
material departures from those standards;

(b) the directors had selected such accounting policies and
applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of
the financial year and of the profit of the company for that
period;

(c) the directors had 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 directors had prepared the annual accounts on a
going concern basis;

(e) the directors laid down internal financial controls to be
followed by the Company and such internal financial controls
were adequate and 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.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

There were no instances of frauds identified or reported
by the Statutory Auditors during the course of their audit
pursuant to Section 143(12) of the Companies Act, 2013.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as stipulated in Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b)
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and that their name is included in the data
bank as per Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

Based on the confirmation / disclosures received from the
Directors and on the evaluation of the Board, the Independent
Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Companies Act,
2013 and also complied with the Code of Conduct for
directors and senior management personnel formulated by
the company.

STATEMENT REGARDING OPINION OF THE BOARD WITH
REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors have evaluated the Independent
Directors during the year 2024-25 and opined that the
integrity, expertise and experience (including proficiency) of
the Independent Directors is satisfactory.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT,
PAYMENT OF REMUNERATION AND OTHER MATTERS
PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT,
2013

The Company pursuant to the provisions of Section 178 of the
Companies Act, 2013 and in terms of Regulation 19(4) of the
SEBI Listing Regulations has formulated a policy on Nomination
and Remuneration for its Directors, Key Managerial Personnel
and senior management. The Nomination and Remuneration
Policy of the Company can be accessed on the Company’s
website at the link https://www.s-p-apparels.com/wp/wp-
content/uploads/bsk-pdf-manager/2025/05/NOMINATION-
AND-REMUNERATION-POLICY-10-02-2025.pdf

COMMENTS ON AUDITORS’ REPORT:

There are no qualifications, reservations or adverse remarks
or disclaimers made by ASA & Associates LLP, Statutory
Auditors in their report.

Regarding the remarks made by MDS & Associates LLP,
Secretarial Auditors of the Company in their report (Annexure
D), your Director’s ensure timely compliance going forward.

MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1)
OF SECTION 148 OF THE COMPANIES ACT, 2013

The maintenance of cost record as specified by the Central
Government under Section 148(1) of the Companies Act,
2013 is applicable to the Company and accordingly the cost
accounts and records are made and maintained. However,
the appointment of Cost Auditor under the provisions of
Section 148 is not applicable to the Company.

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

The Company has given loans, provided guarantees and
made investments including investments in mutual funds and
complied with the provisions of section 186 of the Companies
Act 2013 and as required therein the details of the loans
given, guarantees provided and investments made are
annexed by way of notes to accounts. However, the Company
has not provided security in connection with a loan to any
other body corporate or person during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All transactions entered into with related parties as defined
under the Companies Act, 2013 and Regulation 23 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015 (as amended) during the financial year 2024-25 were in
the ordinary course of business and on an arm’s length basis
and not material in nature and thus a disclosure in Form AOC-
2 is not required.

The Policy on Related Party Transactions as approved by the
Board of Directors of the Company has been uploaded on
the Company’s website and may be accessed through the
link at https://www.s-p-apparels.com/wp/wp-content/
uploads/bsk-pdf-manager/2025/05/RPT-Policy-amended-
dt-10022025.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, if
any, affecting the financial position of the Company which
have occurred between the end of the financial year as on
31st March 2025 and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy,
technology absorption, Foreign Exchange Earnings and outgo
as required under section 134(3)(m) of the Companies Act,

2013 read with Rule 8(3) of the Companies (Accounts) Rules,

2014 is furnished in Annexure-A and is attached to this report.

STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY

The Committee has formulated a Risk Management Policy for
dealing with different kinds of risks which it faces in day-
to-day operations of the Company. The 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 the risk. The Risk management

procedure is reviewed by the Audit Committee and Board
of Directors on a Quarterly basis at the time of review of
Quarterly Financial Results of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY
THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES:

The Corporate Social Responsibility Committee has formulated
and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to
be undertaken by the Company as specified in Schedule VII
of the Companies Act, 2013, which has been approved by
the Board. For other details regarding the CSR Committee,
refer to the Corporate Governance Report, which is a part of
this report. The annual report on CSR activities is annexed in
Annexure-B herewith. The CSR policy may be accessed on the
Company’s website https://www.s-p-apparels.com/wp/wp-
content/uploads/bsk-pdf-manager/2025/05/CSR-Policy.pdf

ANNUAL EVALUATION OF THE BOARD ON ITS OWN
PERFORMANCE, ITS COMMITTEE AND OF THE INDIVIDUAL
DIRECTORS

Pursuant to the provisions of the Act and SEBI Listing
Regulations, the Board of Directors evaluated the
performance of the Board, having regard to various
criteria such as Board composition, Board processes,
Board dynamics etc. The Independent Directors, at their
separate meetings, also evaluated the performance of non¬
independent directors and the Board as a whole based on
various criteria. The performance of each independent
Director was evaluated by the entire board of directors on
various parameters like engagement, leadership, analysis,
decision making, communication, governance etc. The Board
and the Independent Directors were of the unanimous view
that performance of the Board of Directors as a whole was
satisfactory.

The performances of all the Committees were evaluated by
the Board having regard to various criteria such as committee
composition, committee processes, committee dynamics,
degree of fulfillment of key responsibilities, effectiveness
of meetings etc. The Board was of the unanimous view

that all the committees were performing their functions
satisfactorily.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.S.Chenduran (DIN: 03173269), Joint Managing Director
retires by rotation at the Annual General Meeting and being
eligible, offers himself for re-appointment. Your Directors
recommend his re-appointment.

During the year under review, based on the recommendation
of Nomination and Remuneration Committee, the Board
of Directors appointed Mr. Ravishankar Balaraman (DIN:
07148483) as an Additional Director in the capacity as
Independent Director of the Company with effect from
7th March 2025 and recommended to the members for
appointment as Independent Director of the Company for
the first term of consecutive Five (5) years with effect from
7th March 2025. Subsequently, the same was approved by the
members with effect from the aforementioned date.

Mr. V. Sakthivel, (DIN: 00005720), retired as Independent
Director on 29th March 2025 consequent to completion of his
2nd term of consecutive five years. The Board of Directors
placed on record its sincere appreciation for the invaluable
services rendered by him during his tenure.

Based on the recommendation of Nomination and
Remuneration Committee, the Board of Directors re¬
appointed Mr. Sundararajan Chenduran (DIN: 03173269)
and Smt. Sundararajan Shantha (DIN: 00088941) as Joint
Managing Director(s) of the Company for a further period of
3 years with effect from 11th August 2025 and the same was
approved by the members subsequently.

Key Managerial Personnel of the Company as required
pursuant to Section 2 (51) and 203 of the Companies Act,
2013 are:

Mr.P.Sundararajan - Chairman and Managing Director.

Mrs.S.Latha - Executive Director

Mr.S.Chenduran - Joint Managing Director

Mrs.S.Shantha - Joint Managing Director

Mrs.P.V.Jeeva - Chief Executive Officer - Garments Division.
Mr.V.Balaji - Chief Financial Officer and
Mrs.K.Vinodhini - Company Secretary.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES.

The Company has Five subsidiaries viz. Crocodile Products
Private Limited, S.P.Apparels (UK) Private Limited, S.P Retail
Ventures Limited, Young Brand Apparel Private Limited and
S.P Apparels International Private Limited.

The consolidated financial statements of the company and its
subsidiaries were prepared in accordance with the applicable
accounting standards have been annexed to the Annual
Report.

The annual accounts of the subsidiary companies are posted
on the website of the Company viz. https://www.s-p-
apparels.com/wp/financial-information/ and will also be
kept open for inspection by any shareholder at the Registered
Office of the Company.

A report containing the salient features of the subsidiaries
as required under Section 129(3) of the Companies Act, 2013
has been annexed herewith in Form AOC - 1 and is attached
as Annexure-C to this report.

The Company has formulated a Policy for determining
Material Subsidiaries. The Policy may be accessed at:
https://www.s-p-apparels.com/wp/wp-content/uploads/
bsk-pdf-manager/2025/05/POLICY-FOR-DETERMINATION-
OF-MATERIALITY-OF-INFORMATION-OR-EVENTS-amended-
dt-10022025.pdf

The Company does not have Joint Venture or Associate
Company.

CONSOLIDATED FINANCIAL STATEMENTS

Directors have attached the Consolidated Financial
Statements in the Annual Report pursuant to the provisions of
the Companies Act, 2013. They are prepared in accordance
with the Accounting Standards prescribed by the Institute
of Chartered Accountants of India, in this regard. The
Consolidated Financials also shows a significant increase in
revenue.

FIXED DEPOSITS

Since the Company has not accepted any fixed deposit
covered under Chapter V of the Companies Act, 2013, there
are no deposits remaining unclaimed or unpaid as on 31st
March, 2025 and accordingly, the question of default in
repayment of deposits or payment of interest thereon during
the year does not arise.

FINANCE

Prompt repayments, facilitated by healthy cash flows,
elevated the standing of your Company. It enabled prudent
application of funds and better negotiation strength. This
trend is expected to continue.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY’S OPERATION
IN FUTURE

No significant and material order was passed by any Regulators
that have any impact on the going concern status and the
operations of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an adequate Internal Control System,
commensurate with the size, scale and complexity of its
operations. The Audit Committee of the Board periodically
reviews the Internal Financial Control Systems and their
adequacy and recommends corrective action as and when
necessary to ensure that an effective internal control
mechanism is in place.

The directors confirm that the Internal Financial Control (IFC)
is adequate with respect to the operations of the Company.
A report of Auditors pursuant to Section 143(3)(i) of the
Companies Act, 2013 certifying the adequacy of Internal
Financial Control is annexed with the Auditors Report.

AUDITORS

a) STATUTORY AUDITORS

M/s. ASA & Associates LLP, Chartered Accountants, Chennai

were appointed as the Statutory Auditors of the Company for
a period of five years at the Annual General Meeting of the
Company held on 19th September 2022 from the conclusion
of the 17th Annual General Meeting till the conclusion of the
22nd Annual General Meeting to be held in the year 2027.

The Company has received a certificate from the Statutory
Auditors to the effect that their appointment as the Statutory
Auditors of the Company, would be within the limits
prescribed under section 139 of the Companies Act, 2013.

b) SECRETARIAL AUDITORS

Pursuant to Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the
provisions of Sections 179 & 204 of the Companies Act, 2013,
read with the Companies (Meetings of Board and its Powers)
Rules, 2014, and subject to the approval of Shareholders in
the ensuing Annual General Meeting, the Board of Directors
of the Company have recommended the appointment of
MDS & Associates LLP, Company Secretaries, Coimbatore
as Secretarial Auditors of the Company for a first term of
5 (five) consecutive financial years commencing from the
financial year 2025-26.

The report of the Secretarial Auditors for the financial year
2024-25 is annexed as Annexure-D to this Report.

c) INTERNAL AUDITOR

The Board has appointed BM & Associates, Chartered
Accountants, Coimbatore as Internal Auditors for the financial
year 2025-26 pursuant to the provisions of Section 138 of the
Companies Act, 2013.

EMPLOYEE WELFARE

The Employee Welfare Initiatives and practices followed by
the Company is among the best in the Corporate sector. The
strength of company’s employees is close to 14004.

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented the SPAL Employee Stock
Option Plan 2024 (SPAL ESOP 2024). The Nomination and
Remuneration Committee administers and monitors the
SPAL ESOP 2024 of the Company. The disclosure pursuant to

the provisions of SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 is given in Annexure-E to this
report.

The Company has received a Certificate from the Secretarial
Auditors of the Company that the above referred Scheme had
been implemented in accordance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 and
the resolutions passed by the members in this regard.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to
the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace in line with
the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
An Internal Complaints Committee has been set up to define
the policy and redress complaints received. All employees
(permanent, contractual, temporary, trainees) are covered
under this policy. There were no complaints received from
any employee or third parties during the Financial Year.

1. Number of complaints received - Nil

2. Number of complaints disposed of - NA

PARTICULARS OF EMPLOYEES

The statement 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
annexed to Annexure-F attached to this report.

MANAGEMENT DISCUSSION & ANALYSIS

As per Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate
section on Management Discussion and Analysis Report
outlining the business of your Company forms part of this
Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

At a time and age when enterprises are increasingly seen
as critical components of the social system, they are

accountable not merely to their shareholders from a revenue
and profitability perspective but also to the larger society
which is also its stakeholders. The Business Responsibility
and Sustainability Report describing the initiatives taken by
the Company from an environmental, social and governance
perspective, in the format as specified by SEBI Master Circular
vide SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11,
2024 (as amended) forms part of this Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance is annexed and forms part
of this report. The Company has complied with the conditions
relating to Corporate Governance as stipulated in Regulation
27 of SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015 (as amended).

AUDIT COMMITTEE

The Audit Committee of the Board of Directors has been
duly constituted in accordance with the provisions of Section
177 of the Companies Act, 2013. The details relating to the
composition, meetings and functions of the Committee are
set out in the Corporate Governance Report forming part
of this Annual Report. The Board has accepted the Audit
Committee recommendations during the year whenever
required and hence no disclosure is required under Section
177(8) of the Companies Act, 2013 with respect to rejection
of any recommendations of Audit Committee by the Board.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has provided for adequate safeguards to deal
with instances of fraud and mismanagement and to report
concerns about unethical behaviour or any violation of the
Company’s Code of Conduct. During the year under review,
there were no complaints received under this mechanism.
The policy can be accessed on the Company’s website at
https://www.s-p-apparels.com/wp/wp-content/uploads/
bsk-pdf-manager/2025/05/Vigil-Mechanism-Policy_Revised.
pdf

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE YEAR

No applications has been made and no proceedings are
pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

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.

The disclosure under this clause is not applicable as the
Company has not undertaken any one-time settlement with
the banks or financial institutions.

INDUSTRIAL RELATIONS

The relationship between the management and the employees
at all levels during the year under review has been cordial
and productive.

CAUTIONARY NOTE

Certain statements in “management discussions and
analysis” section may be forward looking and are stated as
required by law and regulations. Many factors, both external
and internal, may affect the actual results which could
be different from what the directors envisage in terms of
performance and outlook.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere
appreciation for the dedication, commitment, and hard work
of all employees across every level of the organization. The
Company’s accomplishments during the year would not have
been possible without their unwavering support and tireless
efforts. Your Directors also wish to thank its customers,
suppliers and bankers for their continued support and faith
reposed in the Company.

For and on behalf of the Board of Directors
P. Sundararajan S. Latha

Place : Avinashi Chairman and Managing Director Executive Director

Date : 06.08.2025 DIN : 00003380 DIN : 00003388