Market
BSE Prices delayed by 5 minutes... << Prices as on Aug 17, 2026 - 12:33PM >>  ABB India  7670 [ 0.33% ] ACC  1308.95 [ -0.89% ] Ambuja Cements  413 [ -1.08% ] Asian Paints  2703.25 [ -0.25% ] Axis Bank  1221.15 [ 0.31% ] Bajaj Auto  11746.85 [ 0.40% ] Bank of Baroda  244.25 [ -1.59% ] Bharti Airtel  1985.5 [ -0.33% ] Bharat Heavy  426 [ 0.92% ] Bharat Petroleum  316.6 [ -0.52% ] Britannia Industries  5529.7 [ -0.37% ] Cipla  1428.25 [ -1.50% ] Coal India  406.5 [ -0.44% ] Colgate Palm  1966.3 [ -0.75% ] Dabur India  406 [ -0.39% ] DLF  672.5 [ 1.43% ] Dr. Reddy's Lab.  1191.55 [ -0.87% ] GAIL (India)  172.1 [ -1.12% ] Grasim Industries  3250 [ 0.03% ] HCL Technologies  1335.3 [ -1.82% ] HDFC Bank  725.25 [ -0.29% ] Hero MotoCorp  5773.2 [ -0.38% ] Hindustan Unilever  2064 [ -1.21% ] Hindalco Industries  1042.6 [ 0.80% ] ICICI Bank  1415.9 [ -0.15% ] Indian Hotels Co.  719.75 [ -0.23% ] IndusInd Bank  1009.2 [ -2.21% ] Infosys  1143.35 [ -2.20% ] ITC  273.55 [ -1.46% ] Jindal Steel  1103.2 [ 0.29% ] Kotak Mahindra Bank  392.95 [ -0.01% ] L&T  4063 [ 0.01% ] Lupin  2226 [ -0.40% ] Mahi. & Mahi  3405.4 [ -0.98% ] Maruti Suzuki India  13900 [ 0.25% ] MTNL  27.01 [ 2.62% ] Nestle India  1485.05 [ -1.01% ] NIIT  96.02 [ 0.72% ] NMDC  81.79 [ -3.07% ] NTPC  337 [ -1.17% ] ONGC  237.55 [ 0.49% ] Punj. NationlBak  116.65 [ -0.72% ] Power Grid Corpn.  266.55 [ 0.02% ] Reliance Industries  1304.4 [ -0.28% ] SBI  1059.9 [ -0.76% ] Vedanta  269.45 [ -0.02% ] Shipping Corpn.  287.85 [ -1.49% ] Sun Pharmaceutical  1904.85 [ -1.04% ] Tata Chemicals  666.7 [ -0.55% ] Tata Consumer  1074 [ -0.65% ] Tata Motors Passenge  332.35 [ -0.55% ] Tata Steel  183.95 [ 0.30% ] Tata Power Co.  379.65 [ -0.93% ] Tata Consult. Serv.  2325.75 [ -1.41% ] Tech Mahindra  1612.25 [ -1.37% ] UltraTech Cement  11666.25 [ -0.42% ] United Spirits  1537.5 [ 1.15% ] Wipro  182.05 [ -0.95% ] Zee Entertainment  101.6 [ -0.59% ] 
Suryaamba Spinning Mills Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 36.85 Cr. P/BV 0.56 Book Value (Rs.) 223.26
52 Week High/Low (Rs.) 159/100 FV/ML 10/1 P/E(X) 12.11
Bookclosure 30/07/2026 EPS (Rs.) 10.38 Div Yield (%) 0.80
Year End :2026-03 

Your Board of Directors ("Board") are pleased to present the 19th Annual Report of Suryaamba Spinning Mills Limited together with the Audited Standalone Financial Statements for the financial year ended 31st March, 2026.

1. COMPANY SPECIFIC INFORMATION

Suryaamba Spinning Mills Limited (CIN: L18100TG2007PLC053831) is a public limited company incorporated under the provisions of the Companies Act, 1956 and listed on the stock exchanges in India. The Company's registered office is situated at Surya Towers, 1st Floor, 105, Sardar Patel Road, Secunderabad - 500003, Telangana, India.

The Company is engaged in the manufacture of high-quality specialty synthetic and blended yarns catering to diverse segments of the textile industry. Its product portfolio includes polyester, viscose, bamboo, melange, slub, fancy, recycled and other value-added yarns that are widely used in weaving, knitting and apparel applications.

With a strong emphasis on quality, product innovation, operational excellence and customer

satisfaction, the Company has established a robust presence in both domestic and international markets. Its products are exported to customers across Asia, Europe, Africa and the Americas, enabling the Company to maintain a diversified geographical footprint and long-standing customer relationships.

2. FINANCIAL SUMMARY / HIGHLIGHTS

The Standalone FinancialStatementsof the Company for the financial year ended 31st March, 2026 have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

Particulars

FY

2025-26

FY

2024-25

Revenue from Operations

20,702.44

21,465.76

Other Income

77.47

73.89

Profit Before Depreciation, Finance Cost, Exceptional Items and Tax

1,413.56

1,362.14

Less: Depreciation/Amortisation/Impairment

621.9

626.48

Profit Before Finance Cost, Exceptional Items and Tax

791.66

735.66

Less: Finance Cost

374.44

450.69

Profit Before Exceptional Items and Tax

417.22

284.97

Add/(Less): Exceptional Items

(5.12)

-

Profit Before Tax

412.1

284.97

Less: Tax Expense (Current & Deferred)

107.82

167.68

Profit for the Year

304.28

117.29

Other Comprehensive Income/(Loss)

(3.96)

5.09

Total Comprehensive Income

300.31

122.37

Opening Retained Earnings

5,981.66

5,888.60

Less: Dividend Paid

29.32

29.32

Closing Retained Earnings

6,252.65

5,981.66

Previous year's figures have been regrouped/reclassified wherever considered necessary to conform to the current year's presentation.

Performance Highlights

Despite a challenging operating environment marked by subdued demand in the textile sector, volatile raw material prices and pricing pressure across the value chain, your Company delivered a resilient financial performance through disciplined cost management, operational efficiency and an enhanced focus on value-added products.

The key highlights of the Company's standalone performance during FY 2025-26 are as follows:

• Revenue from Operations stood at ^20,702.44 lakhs as against ^21,465.76 lakhs in the previous financial year.

• Profit Before Tax increased significantly to ^412.10 lakhs, compared to ^284.97 lakhs in FY 2024-25, registering a growth of approximately 44.6%.

• Profit After Tax increased to ^304.28 lakhs from ^117.29 lakhs in the previous year, reflecting strong operational performance and improved profitability.

• Earnings Per Share (EPS) increased substantially to ^10.38 per equity share compared to ^4.00

• in the previous year.

• The Company's Net Worth increased to ^6,545.65 lakhs as at 31st March, 2026, as against ^6,274.85 lakhs as at 31st March, 2025, reflecting the strengthening of its financial position.

3. TRANSFER TO RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserve for the

financial year ended 31st March, 2026.

The entire profit for the year, after appropriations, has been retained in the Statement of Changes in Equity. The closing balance of retained earnings as on 31st March, 2026 stands at ^6,252.65 lakhs.

4. DIVIDEND

During the year under review, the Board of Directors of your company is pleased to recommend a dividend of T1 /- (Rupees One only) per equity share of T10/- (Rupee Ten only) each for the financial year ended on 31st March, 2026.

The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company and shall be subject to deduction of tax at source.

The proposed dividend will result in a cash outflow of approximately ^29.32 lakhs.

The dividend payout is in accordance with the Company’s Dividend Distribution Policy, which is available on the Company’s website at-fittps://www.suryaamba.com/policies. Your Company is following Dividend Distribution Policy as envisaged under Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The Policy, inter-alia, lays down various parameters relating to declaration/recommendation of dividend. Dividend Distribution Policy of the Company can be accessed from the website of the Company, http://www.Suryaamba.com/pdf/policy-onDividend Distribution.pdf.

5. Material Changes and Commitments:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

6. Capital and Debt Structure:

During the year under review, the authorised share capital of the Company is ^ 20,00,00,000/-(Rupees Twenty Crore only) divided into ^20,00,000 (Rupees Twenty Lakh only) equity shares of the face value of Rs. 10/- each.

During the year under review, the issued, subscribed and paid up share capital of the Company is ^ 2,93,19,440/- (Rupees Two Crores Ninety-Three Lakh Nineteen Thousand Four Hundred and Forty only) divided into ^ 29,31,944 (Twenty-Nine Lakh Thirty-One Thousand Nine Hundred forty-four only) equity shares of Rs. 10/- (Rupees Ten Each only).

During the year under review, there were no changes to the Company's share capital. The paid-up equity share capital of the Company is ^2,93,19,440.

Throughout the year, the Company did not issue any shares or convertible securities, including sweat equity and stock option plans.

7. Credit Rating:

During the year under review, the Company obtained a credit rating from India Ratings & Research Private Limited (a Fitch Group Company), the details of which are provided below:

Instrument Type

Maturity

Date

Size of Issue (Million)

Rating assigned along with outlook / watch

Rating

Action

Fund-based working capital limits

--

INR

190.00

IND BBB/Negative

Affirmed

Non-Fund-based working capital limits

--

INR

150.00

IND A3

Affirmed

Term Loan

30th

April 2028

INR

205.74

IND BB/Negative

Affirmed

Subsequently, before the close of the financial year, the Company applied to the rating agency for the withdrawal of the credit rating, as all its borrowings and credit facilities had been fully repaid and there were no outstanding debt obligations requiring a credit rating.

Accordingly, the credit rating was withdrawn, and the Company does not have any active credit rating as on the date of this Report.

8. Investor Education and Protection Fund (IEPF):

Pursuant to Section 124 and Section 125 of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, transfer and Refund) Rules, 2016 (‘the Rules'), all the unpaid and unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the Shareholder for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority.

Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 75,904/-relating to financial year F.Y. 2017-18. The details of unpaid/unclaimed dividend transferred to IEPF Authority are available on the Company's website https://www.suryaamba.com/details-of-shares-to-iepf/.

9. Management:

Directors and Key Managerial Personnel (KMP):

At present Composition of the Board of Directors of the Company comprises Six Directors:

Sr No

Name of the Board of Directors

DIN

Designation

01

Shri Virender Kumar Agarwal

00013314

Managing Director

02

Smt. Seema Agarwal

01430206

Joint Managing Director

03

Shri Mayank Agarwal

02749089

Whole Time Director

04

Shri Nilesh Panpaliya

08499844

Independent Director

05

Smt. Neeraja Kartik

08945443

Independent Director

06

Smt Neena Parikh

10764347

Independent Director

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company as on 31st March, 2026:

• Shri Gajanan Narayanprasad Chhawsaria, CFO

• Smt Kriti Ladha, Company Secretary and Compliance officer

During the year, the following were the changes in Directors/Key Managerial Personnel:

The board of directors of the company vide its meeting dated 01st August 2025 re-appointed Mr. Mayank Agarwal (DIN- 02749089) as a whole Time Director of the Company for the period of 5 years i.e. with effect from August 01st 2025 to July 31st 2030. Subsequently the said re-appointment was approved by the members of the company at the 18th Annual General Meeting held on September 20, 2025.

After the end of the year and before the date of this report, the following were the changes in Directors/Key Managerial Personnel:

The board of directors of the company vide its meeting dated 30th June, 2026 accepted the resignation of Ms. Kriti Ladha Membership No. 61729 from office as Company Secretary and Key Managerial Personnel (KMP) w.e.f June 30, 2026.

Additionally, the Board of Directors, vide its meeting dated 30th June, 2026, appointed Ms. Suchita Dandekar Membership No. 78288 as Company Secretary and KMP w.e.f. 01st July 2026.

10. Names of the Directors retiring by rotation at the Ensuing Annual General Meeting and whether or not they offer themselves or not they offer themselves for reappointment:

In pursuance of Section 152 of the Companies Act, 2013 and the rules framed thereunder, Shri. Virender Kumar Agarwal (DIN:00013314), is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) and, being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

11. Declaration by Independent Directors:

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as outlined in Section149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Additionally, the Independent Directors have declared their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. There have been no changes in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors meet the conditions specified under the Act and the Listing Regulations, and they remain independent of management.

This requirement highlights how important independent directors are for providing unbiased oversight. They help make sure that the Board's decisions are not swayed by management or major shareholders.

12. Familiarization Programme for the Independent Directors:

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Programme are available on the website of the Company at httns://survaamba.com/noLicies/

13. Board Performance Evaluation:

Board performance evaluation is carried out under a comprehensive Performance Evaluation Programme (“PEP”) every year. PEP is a part of the roles and responsibilities of the Nomination and Remuneration Committee (“NRC”). Every year NRC reviews the performance evaluation criteria for the Board as a whole, the Board committees and individual board members, taking into consideration the SEBI guidelines and the guidance note issued by the ICSI.

The PEP 2025-26 was conducted through a dual approach:

• Questionnaire Approach wherein a questionnaire for performance evaluation of the Board as a whole, Board committees and individual Board members was circulated seeking input from each Board member, and

# Interaction Approach wherein the Lead Independent Director had one-on-one interactions with each Board member seeking input and suggestions on the effectiveness of the Board processes

14. Remuneration Policy and Criteria for Appointment of Directors:

The Company has in place a process for selection of any Director, wherein the NRC identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and the Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws and the diversity attributes as per the Board Diversity Policy of the Company.

The Remuneration policy, inter alia, covers guiding principles and components such as fixed or variable, retiral benefits, commission, etc. The Remuneration Policy as approved by the Board is available on the website of the Company and can be accessed at https://suryaamba.com/policies.

Information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in “Annexure -A” to this Report. Further, the information pertaining to Rule5(2) & 5(3) of the aforesaid Rules, pertaining to the names and other particulars of employees is available for inspection at the registered office of the Company during business hours and the Annual Report is being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered/Corporate Office address or by email to cs@suryaamba.com.

15. Board Diversity:

Your Company recognises and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy, which sets out the approach to the diversity of the Board of Directors. The said Policy is available on the Company's website at https://suryaamba.com/policies.

16. Succession Plan:

Your company has an effective succession planning mechanism focusing on the orderly succession of Directors, Key Management Personnel and Senior Management. The NRC implements this mechanism in conjunction with the Board.

17. Management Discussion and Analysis:

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Annual Report which includes the state of affairs of the Company and there has been no change in the nature of business of the Company during the financial year ended March 31, 2026.

18. Corporate Governance Report

The Corporate Governance Report and the certificate from the Company's auditors, as stipulated in Schedule V of the Listing Regulations, are provided in a separate section which forms part of this Annual Report.

19. Board Meetings:

The Board of Directors of the Company met 7 (seven) times during the year under review. The dates of the Board meetings and the attendance of the Directors at the meetings are provided in the Corporate Governance Report, which forms a part of this Annual Report.

20. Committees of the Board:

As on March 31, 2026, the Board has 4 (four) Committees. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

21. Related Party Transactions:

All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Parties are provided in the Company's financial statements in accordance with the Accounting Standards. However, the details of the transactions with Related Parties are provided in the Company's financials. All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a half yearly basis, specifying the nature, value and terms and conditions of the transactions.

The Policy on Related Party Transactions as approved by the Board is available on Company's website https://www.suryaamba.com/policies.

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this

Policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Policy was amended by the Board of Directors to incorporate the new requirements introduced under the SEBI Listing Regulations.

The Audit Committee approves related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates. All related party transactions entered into during the year were in the ordinary course of the business and on arm's length basis. All Related Party Transactions are placed before the Audit Committee for approval. The particulars of material related party transactions, if any, are provided in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 as annexed and forms an integral part of this Report.

There are no materialsignificant relatedparty transactionsmade by the Company except as disclosed in the Annual Report which may have potential conflict with the interest of the Company during the year by your Company. Further, suitable disclosures as required under the Accounting Standards have been made to the notes of the Financial Statements. The Board has approved the Policy of the Related Party Transactions, as approved by the Board, is available on the website of the Company at https://www.suryaamba.com/policies.

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act are given in Form AOC-2, provided as “Annexure - B” to this Report.

22. Board Policies:

The various policies that the Board has approved and adopted in accordance with the requirements set forth by the Act and the SEBI Listing Regulations can be accessed at our website https: //w w w.sur yaamba.com/policies.

23. Internal Controls and Internal Financial Controls:

The management team recognises that robust internal controls are foundational to sound governance. Actions derived from consensus-based business strategies should operate within a structured system of oversight and balance. The leadership is dedicated to maintaining an internal control environment proportionate to the business’s scale and intricacy. This environment is designed to ensure adherence to internal protocols, compliance with pertinent laws and regulations, and the integrity and precision of financial records. It also aims to bolster operational efficiency, safeguard company assets, and aid in preventing and detecting fraud, inaccuracies, and anomalies, thereby substantially mitigating risk exposure. The Company has established a comprehensive internal controls framework. This framework encompasses an array of policies, procedures, and mechanisms that are pivotal in augmenting operational efficiency and effectiveness, curtailing risks and expenditures, and fostering enhanced decision-making and accountability. The internal financial controls framework, an integral component of the broader internal controls system, is pivotal in guaranteeing the dependability and precision of financial reporting. This framework facilitates the meticulous preparation of financial statements by generally accepted accounting standards. a

24. Whistle-blower Policy/vigil Mechanism: A

At Suryaamba, we are dedicated to upholding high standards of professional integrity and ethical conduct in all our business dealings. This Code mandates that our employees embody the Company’s core values and engage in business activities with integrity and the utmost ethical standards. Through our Whistleblower Policy, management proactively works to avert any actions that deviate from this Code. This policy establishes a protected avenue for employees to report

any infractions of the Code responsibly. The board sanctioned Whistleblower policy is accessible on our website at https://suryaamba.com/policies.

For more in-depth i nformation regardingthe Company'sVigiLMechanism, please refer to the Corporate Governance Report included within this Annual Report.

25. Risk Management: "

Risk Management is a basic key to ensure sustained profitability and stability and also forms an integral and important component of Corporate Governance. The Company has the Risk Management Policy in place which identifies elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The objective of the Policy is to develop a ‘risk intelligent' culture which drives informed decision making and builds resilience to adverse developments while ensuring that opportunities are exploited to create value for all stakeholders.

The Board / Management puts in place adequate and effective system and resources for the purposes of risk management. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Suryaamba believes that a robust risk management system ensures adequate control and monitoring mechanism for a smooth and efficient running of the business.

A risk-aware organization is better equipped to maximize the shareholder's value. The Company's future growth is linked to general economic conditions prevailing in the market.

The Company has a robust Enterprise Risk Management (ERM) framework that enables it to strategically take calculated risks to remain competitive and drive growth, while simultaneously mitigating other risks to ensure long term sustainability and stable performance.

In line with this, the Board has endorsed a comprehensive Risk Management Policy, a synopsis of which can be accessed on our website at https://suryaamba.com/policies.

26. Auditors:

a) Statutory Auditors: Disclosing the details of the Statutory Auditors in the Board' s Report helps ensure transparency and gives shareholders and other stakeholders confidence in the Company's financial health and adherence to regulations. M/s Manish N. Jain & Co., Chartered Accountants, (Firm's Registration. No. 138430W), were appointed as the Statutory Auditors of the Company for a period of 5 (five) years at the 18th AGM of the Company to hold office till the conclusion of the 23rd AGM of the Company.

The Auditor's Report for the financial year 2025-26 has been issued with an unmodified opinion.

b) Secretarial Auditors: The Secretarial Audit verifies whether the Company follows various laws and regulations, strengthening its compliance efforts. The Board is responsible for responding to any issues raised in the audit report, which shows its commitment to making necessary changes and maintaining high compliance standards. The Board had appointed M/s Aarju Agrawal & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31st, 2026. The Secretarial Audit Report in the Form No. MR-3 for the year is provided as “Annexure - C” to this Report. Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on May 30, 2025 have approved and recommended for approval of Members, appointment of Aarju Agrawal & Associates, Company Secretaries, as Secretarial Auditor to conduct the Secretarial Audit of the Company for a term of upto 5(Five) consecutive years, to hold office from financial year 2025-26 till financial year 2029-30.

c) Cost Auditors: Sharing information about the Cost Auditors in the Board's Report promotes transparency and accountability in the Company's cost accounting practices and the accuracy of cost records. This disclosure shows that the Company meets legal requirements and helps stakeholders understand how it manages costs.

Your Board has appointed M/s G. R. Paliwal, Cost Accountants (Firm's Registration No. 100058) as Cost Auditor of the Company for conducting Cost Audit in respect of Textiles of the Company for the FY 2026. The Company has maintained the Cost Records as specified by the Central Government under Section 148(1) of the Act.

d) Internal Auditors: Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Wadhwani Sherke & Co., Chartered Accountant having Membership Number-191285 to conduct the Internal Audit of the Company as per Rule 13 of the Companies (Accounts) Rules, 2014 for the financial year 2026-27.

During the year under review the Internal Audit Report do not contain any adverse remarks or qualification on the functions and activities of the Company.

27. Corporate Social Responsibility ("CSR"):

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy of the Company is available on the website of the Company and can be accessed through the web link at https://suryaamba.com/policies.

The Annual report on CSR activities, which contains details of expenditures incurred by the Company and brief details on the CSR activities, is provided in, “Annexure - D” to this Report.

28. ConservationofEnergy,TechnologyAbsorptionandForeign Exchange Earnings and Outgo:

The information onconservation of energy,technology absorption andforeign exchangeearnings

and outgo as stipulated under Section 134(3)(m) of the Act read with Rule8 of the Companies (Accounts) Rules, 2014, is provided as “Annexure - E” to this Report.

29. Human Resources:

Suryaamba considers human resources to be its most valuable asset and continues to put due emphasis on appropriate human resource development for its business. Your Company constantly endeavour to invest in people and processes to improve human capital for the organization and service delivery to its customers. The employees of your Company fully identify with the Company's vision and business goals. Your Company strives to provide a healthy, conducive and competitive work environment to enable the employees excel and create new benchmarks of productivity, efficiency and customer delight.

Suryaamba always believes in maintaining mutually beneficial industrial relations and hence the industrial relations have always been smooth, cordial and trusting.

The priority for the Human Resource function continued to provide a work environment which is safe,

diverse, inclusive and full of growth opportunities in line with our Employee Value Proposition of Better Every day, Take Charge, Thrive Together. Going forward, focus will be on further enhancing our employer brand, providing growth & development opportunities to our employees through talent management along with focus on high performance and effectiveness.

Your Board would like to take this opportunity to express their gratitude and appreciation for the passion, dedication and commitment of the employees and look forward to the continued contribution.

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

Your Board strongly believes in providinga safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D set ups & corporate office during the year under review.

The Company has complied with provisions relating to the constitution of Internal Complaints

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

For the financial year 2025-26, no complaints were filed, reaffirming our commitment to fostering a culture of dignity, trust, and accountability at every level.

31. ProhibitionofInsiderTrading:

TheCompany has established a Codeof Conduct for Prohibition of Insider Training (“Code”) to govern, monitor, and report trading in the Company's shares by designated persons and their immediate relatives, in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code outlines the procedures that designated persons must follow when trading or dealing in the Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Suryaamba Compliance Team sends bi-weekly communications to inform the designated person about the compliance do's and don'ts related to Insider Trading Regulations, ensuring understanding and adherence to the Code. The Code can be accessed at the Company's website at

32. Cyber Security:

Duetothe rise in cyberattacks, we regularly review our cyber security practices and improve our processes and technology controls based on new threats. Our company has real-time security monitoring in place, along with necessary controls at different levels, from individual user devices to networks, servers, applications, and data.

33. Regulatory Orders:

Currently, there are no substantial or impactful orders issued by regulatory bodies, courts, or tribunals that could affect the Company's capacity to continue as a going concern. According to the Listing Regulations, the Company is committed to transparently disclosing any significant events, important information, or regulatory directives it receives, ensuring that stakeholders are kept informed on a regular basis.

34. Annual Returns:

The draft Annual Return as required under sub-section (3) of Section 92 of the Act in form MGT-7 is made available on the website of the Company and can be accessed at https: //sur yaamba.com/annual-return.

35. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards as amended from time to time.

36. Other Disclosures:

1. During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee and/or Board under section 143(12) of the Act.

2. There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016, and there is no instance of one-time settlement with any Bank or I

Institution.

3. Under Regulation 20(2)/(2A) of SEBI (LODR) Regulations, 2015 BSE has imposed a fine on the Company for non-compliance of above mentioned Regulation pertaining to the constitution of stakeholder relationship committee. However, on receipt of mail from BSE dated November 21, 2024, with respect to the above mentioned subject, in this regard, the Company explained all the facts along with clarification letter and made a waiver request dated December 4, 2024 to the Stock Exchanges for the same which was subsequently waived off.

4. The Company has not issued any equity shares with differential rights regarding dividends, voting, or other rights.

5. The Company neither has any subsidiary, joint venture nor any associate company.

36. Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board of Directors to the best of their knowledge and ability, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 and loss of the company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis;

5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37. Acknowledgements:

Your Board wish to thank all stakeholders, employees and business partners, Company's bankers, medical professionals and business associates for their continued support and valuable cooperation. Your Board also wish to express their gratitude to investors for the faith that they continue to repose in the Company.


 
KYC IS ONE TIME EXERCISE WHILE DEALING IN SECURITIES MARKETS - ONCE KYC IS DONE THROUGH A SEBI REGISTERED INTERMEDIARY (BROKER, DP, MUTUAL FUND ETC.), YOU NEED NOT UNDERGO THE SAME PROCESS AGAIN WHEN YOU APPROACH ANOTHER INTERMEDIARY. | PREVENT UNAUTHORISED TRANSACTIONS IN YOUR ACCOUNT --> UPDATE YOUR MOBILE NUMBERS/EMAIL IDS WITH YOUR STOCK BROKER/DEPOSITORY PARTICIPANT. RECEIVE INFORMATION/ALERT OF YOUR TRANSACTIONS DIRECTLY FROM EXCHANGE/NSDL ON YOUR MOBILE/EMAIL AT THE END OF THE DAY .......... ISSUED IN THE INTEREST OF INVESTORS
Disclaimer Clause | Privacy | Terms of Use | Rules and regulations | Feedback| IG Redressal Mechanism | Investor Charter | Client Bank Accounts
Stocks A B C D E F G H I J K L M N O P Q R S T U V W X Y Z Others
MUTUAL FUND A B C D E F G H I J K L M N O P Q R S T U V W X Y Z OTHERS
Right and Obligation, RDD, Guidance Note in Vernacular Language
Attention Investors : "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."
  "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
  "Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participants. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day.Issued in the interest of Investors."
Regd. Office: 76-77, Scindia House, 1st Floor, Janpath, Connaught Place, New Delhi – 110001
NSE CASH , NSE F&O,NSE CDS| BSE CASH ,BSE CDS |DP NSDL | MCX-SX SEBI NO: INZ000155732

Compliance Officer: Mukesh Rustagi, Company Secretary, Tel: 011-46890000, Email: mukesh_rustagi80@hotmail.com
For grievances please e-mail at: kkslig@hotmail.com

Important Links : NSE | BSE | MCX | SEBI | NSDL | Speed-e | CDSL | SCORES | NSDL E-voting | CDSL E-voting | SMART ODR | ODR CIRCULAR
 
Charts are powered by TradingView.
Copyrights @ 2014 © KK Securities Limited. All Right Reserved
Designed, developed and content provided by