Dear Shareholders,

The Directors are pleased to present the Thirty-Fifth (35th) Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31,2026.

Financial Results:

Financial Performance and State of Company's Affairs:

Suditi Industries Limited is principally engaged in the business of manufacturing, processing and sale of knitted hosiery fabrics and readymade garments, and is also engaged in the retail business. The Company has an integrated manufacturing capability encompassing knitting, dyeing, printing, finishing and garmenting, and undertakes the manufacture and sale of fabrics and finished garments.

During the financial year under review, Suditi Industries Limited ("the Company") continued to strengthen its position in the textile and apparel sector and maintained its focus on improving operational performance, enhancing business efficiency and creating a stronger platform for sustainable growth.

The year under review witnessed a significant improvement in the Company's financial performance. The Company's standalone revenue from operations increased to Rs.11,194.99 lakhs during FY 2025-26, as compared with Rs.8,533.15 lakhs in the previous financial year, representing a growth of approximately 31.2%. The improvement reflects the Company's continued focus on its core textile and apparel business and its ability to sustain business momentum in a competitive operating environment.

On a standalone basis, the Company reported a profit before tax of Rs.1,004.70 lakhs during FY 2025-26, as compared with Rs.121.91 lakhs in FY 2024-25, while the standalone net profit increased to Rs.963.05 lakhs from Rs.231.63 lakhs in the previous financial year. The improvement in profitability reflects the Company's enhanced operating performance and improved financial efficiency during the year.

The Company's total consolidated revenue for the financial year stood at k12,337.38 lakhs during FY 2025-26, as compared with k9,729.47 lakhs in FY 2024-25. The Company reported a consolidated profit after tax (PAT) of k1,052.90 lakhs during FY 2025-26, compared with k314.18 lakhs in the previous financial year. The significant improvement in consolidated profitability reflects the overall improvement in the financial performance of the Group during the year under review.

The Company's business continues to be anchored in the textile and apparel value chain, with its operations positioned to participate in the evolving requirements of the domestic and international textile and clothing markets. The Company remains focused on strengthening its product capabilities, maintaining quality standards, improving operating efficiencies and responding to changing market and consumer requirements.

The Board of Directors remains confident that the Company's established presence in the textile and apparel sector, integrated manufacturing capabilities and continued focus on operational excellence and prudent business management will provide a sound foundation for sustainable growth and long-term value creation for its stakeholders.

Reserves:

The Board of Directors has decided to plough back the entire amount of profit in the business. In the year under review, the Company has not transferred any amount to the ‘General Reserves'.

Dividend:

Based on the Company's financial performance for the year 2025-26 and in order to conserve cash resources to face the future challenges, the Board of Directors have not recommended any dividend on equity shares for the year ended on March 31, 2026.

Authorized Share Capital

During the year, the company increased its Authorised Share Capital of the Company from the existing Authorised Share Capital of k 60,00,00,000/- (Rupees Sixty Crores Only) divided into 6,00,00,000 (Six Crores) Equity Shares of k 10/- (Rupees Ten Only) each to k 70,00,00,000/- (Rupees Seventy Crores Only) divided into 7,00,00,000 (Seven Crores) Equity Shares of k 10/- (Rupees Ten Only) each pursuant to the approval of the members at the Extra-Ordinary General Meeting held on January 16, 2026.

Issue of Securities:

During the year,

(1) the members of the Company in the Annual General Meeting had approved the issued of 15,74,182 Equity Shares on Preferential Basis on July 16, 2025. But later, the issue was withdrawn and cancelled.

(2) the members of the Company in the Extra Ordinary General Meeting had approved the issued of 26,90,733 Equity Shares and 72,67,667 Warrants on Preferential Basis on January 16, 2026. But later, the issue was withdrawn and cancelled.

Allotment of Securities

During the financial year under review, the paid-up equity share capital of the Company increased pursuant to the allotment of equity shares on preferential basis, including equity shares issued upon conversion of warrants. The paid-up equity share capital of the Company increased from k39,61,62,910

comprising 3,96,16,291 equity shares of Rs.10 each as at March 31, 2025 to Rs.49,60,70,240 comprising 4,96,07,024 equity shares of Rs.10 each as at March 31, 2026, pursuant to allotment of equity shares during the financial year.

A. Issue and Allotment of Equity Shares:

The details of equity shares allotted under Preferential Issue and upon conversion of Warrants into Equity by the Company during FY 2025-26 are as follows:

B. Issue and Allotment of Equity Share Warrants:

During FY 2025-26, the Company allotted equity share warrants on preferential basis. The details are as follows:

C. Outstanding Equity Share/Warrants:

Each outstanding equity share warrant carries a right to subscribe to one equity share of the Company, subject to the terms and conditions of the respective issue and the applicable provisions of law.

The Company has made the requisite statutory and regulatory filings and disclosures with the Registrar of Companies, the Stock Exchanges and other applicable authorities in respect of the aforesaid issue, allotment and conversion of equity shares and equity share warrants.

ESOP:

During the year under review and in the previous year, the company has neither granted any options nor issued any shares to any employees under SUDITI ESOP 2011. The Certificate from the Secretarial Auditors of the Company certifying that the Company's Stock Option Plans are being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, would be available for inspection during the meeting in electronic mode.

Details of Subsidiary/Joint Ventures/Associate Companies:

The company has two subsidiary companies as on March 31, 2026 namely M/s. Suditi Design Studio Limited and M/s. SAA & Suditi Retail Pvt Ltd. The statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries and joint venture (AOC-1) is annexed and marked as Annexure I.

During the year, M/s. Suditi Sports Apparel Limited ceased to be subsidiary w.e.f. September 11, 2025. Further, the Company has successfully completed the acquisition of 50% (Fifty Percent) equity shareholding in SAA & Suditi Retail Private Limited Consequent to this acquisition, SAA & Suditi Retail Private Limited has become a wholly owned subsidiary of Suditi Industries Limited w.e.f. March 06, 2026.

Deposits:

The Company has not accepted any deposits within the meaning of Section 73 & 76 of Companies Act, 2013 and the rules made there under.

Directors' Responsibility Statement:

The Directors hereby confirm -

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That 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 at the end of the financial year and of the profit of the Company for that period;

iii) That the Directors have 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;

iv) That the Directors have prepared the annual accounts on a ‘going concern' basis;

v) That 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;

vi) That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and were operating effectively;

Directors & the Key Managerial Personnel:

The list of Directors & KMP's of the company as on March 31, 2026 are as follows:

During the financial year, the following changes took place in the composition of Board & KMP's:

• Mr. Manish Harishchandra Singh (DIN: 10729798) was appointed as an Additional Independent Director of the Company by the Board of Directors with effect from April 17, 2025. His appointment was regularized by the Members in the Annual general Meeting held on July 16, 2025.

• Mr. Vivek Kumar Gangwal (DIN: 01079807), Independent Director of the Company, has tendered his resignation from the position of Independent Director of the Company with effect from October 10, 2025.

Post financial year, the following changes took place in the composition of Board & KMPs:

*1. Mrs. Shweta Gupta (Membership No. A25544) has resigned from the position of Company Secretary & Compliance officer of the Company with effect from May 12, 2026.

2 Mrs. Nidhi Rohit Grover (Membership No. A55595) was appointed as the Company Secretary & Compliance officer of the Company with effect from August 05, 2026.

Pursuant to provisions of section 152 of the Act, and in terms of the Memorandum and Articles of Association of the Company, Mr. Raja Gopal Chinraj (DIN: 00158832), Executive Director are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The re-appointment is being placed for your approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 35th AGM of the Company, for a brief profile of the Director.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013.

Pursuant to the provisions of Section 149(7) of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. The Board has taken on record the said declarations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company

Committees of the Board:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholder's Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

6. Compensation Committee

7. Right Issue Committee

A detailed note on the composition of the Board and its committees are provided in the Corporate Governance Report as part of this Annual Report.

Meetings of the Board:

The company prepares a calendar of meetings in advance and circulated to the Directors. During the year, ten Board 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 including the amendments and the rules.

Familiarisation Programme for Independent Directors:

Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations read with Schedule IV of the Act, the Company has in place a Familiarization Program for its Independent Directors to acquaint them with the Company, their roles and responsibilities, the business model, operational aspects and governance framework of the Company.

Through this program, the Independent Directors are provided with relevant information and insights to enable them to gain a comprehensive understanding of the Company's business and to contribute effectively to the Board and its Committees.

The familiarization sessions are conducted through presentations, briefings and interactions with senior management, as and when required. This helps Independent Directors with their roles, rights and responsibilities in the company as well as with the nature of industry and business model of the company through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Independent Directors have reviewed the performance of all the Directors including their own performance, as well as the evaluation of the working of its Audit committee, Nomination & Remuneration committee and other Compliance Committees. The details are provided in the Corporate Governance Report.

Particulars of contracts or arrangements with related parties:

The related party transactions undertaken by the company are within the permissible limits. Further, an omnibus approval from the Audit Committee was obtained for the related party transactions which are repetitive in nature. All the transactions with related parties entered into during the year under review were in the Ordinary Course of Business and on Arms' Length Basis in accordance with the provisions of the Act, Rules made thereunder and SEBI Listing Regulations. The Company has not entered into any material-related party transactions; hence, no details are required to be mentioned in form No. AOC- under the provisions of section 188 of the Companies Act, 2013. The Policy on Related Party Transactions is available on the Company's website and can be accessed at https://suditi.in.

Remuneration ratio of the directors' / key managerial personnel (KMPs) / Employees:

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure I.

During the year under review, there are no employees who comes within the purview of section 134

(3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Energy, Technology and Foreign Exchange:

The particulars relating to conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 is given in the Annexure III forming part of this report.

Corporate Governance:

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 & other applicable Regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (Listing Regulations), form part of the Annual Report.

Auditors:

M/s. Chaturvedi & partners, Chartered Accountants (FRN: 307068E) were appointed as Statutory Auditors of the Company, at the 31^st Annual General Meeting held on September 29, 2022, for a term of 5 (five) consecutive years i.e. to hold office from the conclusion of 31^st Annual General Meeting until the conclusion of 36^th Annual General Meeting of the Company to be held in the financial year 2027.Further, the aforesaid Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company for financial year.

Further, the report of the Statutory Auditors along with the notes to accounts is enclosed with the Financial Statements. The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended March 31, 2026. The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. The Auditors Report for the year 2025-2026 does not contain any qualification, reservation or adverse remark.

Secretarial Audit Report:

During the year under review, the Members approved the appointment of Ms. Amita Karia, Practicing Company Secretary as the Secretarial Auditors of the Company, to hold office for a term of five consecutive years up to Financial Year ended March 31, 2030.

The report from the Secretarial Auditor is enclosed. The Secretarial Audit Report is self-explanatory and does not call for any further additional comments since the comments are addressed separately in this report.

Cost Audit:

In view of the new Companies (Cost Records & Audit) Rules 2014 and amendment thereof, the company is now out of the purview of the Cost Audit Report Rules.

Internal Audit & Controls:

The Company had appointed M/s. Shambu Gupta & Co., Chartered Accountants as the internal Auditor to carry out the internal audit functions including the task of suggesting and implementing the board's recommendations to improve the control environment for the year 2025-26. Their scope of work covered review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Vigil Mechanism:

The company has set up a Vigil Mechanism in pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 for directors and employees to report genuine concerns from time to time. The Vigil Mechanism Policy has been made available to each and every stakeholder and the Company has designated a senior official as Vigilance Officers to support the Vigilance Mechanism functions.

Risk management policy:

A statement indicating development and implementation of a risk management policy for Company including identification therein of elements of risk, if any, that in the opinion of the Board may threaten the existence of the company is given separately in the Corporate Governance Report.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The company has an internal control mechanism in operation to ensure that the financial statements prepared are true, fair and transparent. Apart from this there is an internal audit mechanism also apart from the direct supervision of the Management to ensure that all the financial transactions executed are in compliance with applicable laws and regulations and in line with the budget plans. All the major variations or deviations are appropriately dealt with by the internal Audit department as well as by the Audit committee. The Company had earlier engaged an independent Chartered Accountant Firm to develop an improved and strong standard operating procedures and the same is followed. According to the management the present mechanism followed in the company is adequate and effective. The details are also stated in the Management discussion and analysis report annexed herewith and form part of this report.

Particulars of loans, guarantees or investments under section 186 of the companies Act:

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements, which forms part of this Annual Report.

Extract of Annual Return:

As required pursuant to section 92(3) read with Section 134(3) (a) of the Act, the annual return is placed on the website of the company at https://suditi.in.

Obligation of company under the "Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act 2013:

The company has set up a separate internal compliance committee under the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Internal Complaints Committee is empowered to look into complaints relating to sexual harassment at work place of any women employee. Accordingly, the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and the Committee ensures that the said policy is properly implemented all over the company. During the year Company has not received any complaint of harassment. The details of number of complaints filed and resolved during the Financial Year is as follows:

Compliance with the provisions relating to the Maternity Benefits act, 1961:

The Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

Corporate Social Responsibility (CSR):

As per the provisions of the Companies Act, 2013, the company has constituted a separate committee to formulate the CSR policy and ensure the compliance of the same as per the provisions of the Companies act 2013. In view of the substantial losses reported, there is no requirement for the company to earmark any amount for the purpose of CSR expenditure.

Transfer of amounts to Investor Education and Protection Fund:

There is an amount of Rs. 2.12 Lakhs being unclaimed dividend and 89,120 equity shares have been transferred during the year to the Investor Education and Protection Fund as per applicable Rules and reported to the Registrar of Companies, Ministry of Corporate Affairs. Further an amount of Rs. 1.84 Lakhs being unpaid and unclaimed lying in the unpaid dividend account due to be transferred to Investor Education and Protection Fund (IEPF). Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM, with the Ministry of Corporate Affairs.

Listing with Stock Exchange:

The Company confirms that it has paid the Annual Listing Fees to BSE Ltd (Bombay Stock Exchange Limited) where the Company's Shares are listed.

Secretarial Standards disclosure:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

MISCELLANEOUS:

• During the year, there was no change in the general nature of business of your Company.

• During the year, there are no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future.

• There are no material changes and commitment affecting financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2026 and the date of this Report.

• During the year, the company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• During the year, the Company has not allotted any sweat equity shares. Therefore, no disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

• During the financial year under review, no applications was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

Appreciation:

Your Company and its Directors wish to place on record their sincere appreciation for the support and assistance extended by different Central and State Government Departments and Agencies, Banks and Financial Institutions, Insurance companies, Customers and Vendors. Your directors are thankful to the esteemed shareholders for their continued support and confidence reposed in the company and its management. Your directors also wish to place on record their deep sense of appreciation to all the employees of the Company for their outstanding and dedicated contribution made towards the growth of the Company.