The directors have great pleasure in presenting their Twenty-Ninth Annual Report together with Audited financial statements of the Company for the financial year ended 31^st March 2023.

FINANCIAL HIGHLIGHTS

DIVIDEND:

Your directors are pleased to recommend a Dividend of Rs. 1.20 per Share for the FinancialYear ended 31^st March 2023 subject to the approval of Members. The total Outgo in the form of Dividend will be to the extent of Rs.63.15 Lakh.

REVIEW OF OPERATIONS:

During the Year under Review, the Production of CottonYarn is 36.46 Lakh Kilograms as against 40.53 Lakh Kilograms in the preceding Year. The Sales Turnoverfell to Rs.44,174.55 Lakhas against Rs. 61,063.44 Lakhsin the previous period on Account of Sales of Traded Goods. The Sales Turnover includes Total Export Sales of Rs.33,669.27 Lakhas against Rs. 54892.13 Lakh in the previous FinancialYear. During the Financial Year, the Export Turnover of Traded Goods reduced to Rs.23346.89 Lakh from Rs. 42202.34 Lakh in the Previous Financial Year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, Details on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgoings has been attached as a separate Annexure to the Report.

During the Year the Green Energy generated increased to 65.84 Lakh Units (Net) of Wind electricity from 65.57 Lakh Units in the Previous Financial Year and 34.34 Lakh Units were generated through Solar Power Plant (Ground Mounting) at Thaligai Village, Velagoundampatti, Namakkal District, Tamil Nadu for Captive Consumption during the year. By Captive Consumption, the Wind Electricity and Solar Power contributed to Reduction in Power Costand contributed to the Profits of the Textile Mill. Hence the Overall Performance of the Company should be considered as Satisfactory.

OUTLOOK FOR THE IMMEDIATE FUTURE:

The Spinning Segment of the Textile Industry continues to witness the Paradox of Mismatch of Prices of Cotton (Raw Material) and Prices of Yarn (Finished Goods).

CHANGES IN NATURE OF BUSINESS:

There is no Change in the Nature of Business of the Company during the period under Review.

MATERIALCHANGES AND COMMITMENT OCCURRED DURINGTHE PERIOD AFFECTING THE FINANCIALPOSITION OF THE COMPANY:

There are no MaterialChanges or Commitments affecting the FinancialPosition of the Company, subsequent to the end of the Financial Year.

PUBLIC DEPOSITS:

The Company has neither accepted nor holds any public deposits pursuant to Section 73, Section 75 and Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014 during the Year under Review

The total amount of unsecured loans received from Other Companies as Intercorporate Loans as on 31^st March 2023 is Rs. 162.00 Lakh which is not included in Deposits as it is exempted under Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE:

Corporate Governance, Management Discussion and Analysis Report and a Certificate from the Auditors of the Company regarding Compliance with Conditions of Corporate Governance is annexed hereto.

EXTRACT OF ANNUAL RETURN:

The Annual Return pursuant to Section 92(3) of the Companies Act, 2013 in Form MGT-7 is made available on the Website of the Company and can be accessed at www.salonacotspin.com.

DIRECTORS:

During the Year under Report, your Board inducted Two Additional Directors and with their induction the Present Strength of the Board is Eight Directors.

The Board, on the Recommendation of the Nomination and Remuneration Committee has approved the Appointment of Shree Raghav Agarwal as a Non-Executive Non-Independent Director and Shree Prabhu Damodaran as Non-Executive Independent Director. Both the Directors were inducted into the Board as Additional Directors of the Company at the Board Meeting held on 14th November 2022. Their Appointment as Additional Directors is subject to their seeking election as Directors at the ensuing Annual General Meeting.

Accordingly, Consent of the Members is sought for their Appointment and the Agenda Items pertaining to their Appointment are set out at Item No. 4 and Item No.5 of the Notice of the ensuing Annual General Meeting.

Details of the Directors seeking Appointment form Part of theExplanatory Statement attached to the Notice of the ensuing Annual General Meeting, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received Disclosures from all the Directors and none of the directors are disqualified pursuant to Section 164 of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014.

KEY MANAGERIAL PERSONNEL:

Key Managerial Personnel of the Company are listed below.

COMMITTEES:

Details of Composition and Meetings of various Committees, i.e., Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee form part of the Report on Corporate Governance.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the Companies Act, 2013 and Regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an Evaluation of its Own Performance based on Specific Duties, Obligation, and Execution of the same, the Directors Individually as well as the Evaluation of the Working of its Committees,and the Performance Evaluation of the Independent Directors, and the Chairman and Managing Director. The Board expressed its Satisfaction with the Execution Process.

BOARD MEETINGS :

The Board of Directors met Six (6) Times during the Financial Year on 30^th May 2022, 12^th August 2022, 14th November 2022, 4^th January 2023, 10^th February 2023, and 9^th March 2023, through Physical Mode at the Corporate Office of the Company situated at Coimbatore. The Composition of Boardand Other Details form Part of the Report on Corporate Governance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any Loans or Guarantees as per Section 186 of the Companies Act, 2013. The Details of the Investments made by the Company are given in the Notes to Financial Statements.

PARTICULARS OF SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture, or Associate Company. RELATEDPARTYTRANSACTIONS:

All Related Party Transactions that were entered into during the Financial Year were on Arm's Length Basis and in the Ordinary Course of Business. Further, there were no Materially Significant Related Party Transactions made by the Company with Promoters, Key Managerial Personnel or Other Designated Persons which may have Potential Conflict with Interest of the Company at large. Reporting in Form AOC-2 is attached as Annexure-I. Approval of Audit Committee was obtained for Transactions of Repetitive Nature on Annual Basis. All Related Party Transactions were placed at the Meetings of the Audit Committee and the Meetings of the Board of Directors for their Review. The Policy on Related Party transactions is available on the Website of the Company at www.salonacotspin.com.

The Board proposed an enabling resolution which is included in the Notice of the ensuing Annual General Meeting of the Company seeking Consent of the Members to enter into Contract(s) / Arrangement(s) / Transaction(s) with Shristi Cotspinn Private Limited, Salona Spinntex Private Limited and Sri Sadhyaa Exports Private Limited, Related Parties pursuant to Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 for the Purchase and Sale of Cotton, Yarn, Fabrics and Garments on such Terms and Conditions as the Board of Directors may deem fit, up to a Maximum Aggregate Value of Rs. 200.00 Crores for the Financial Year Ended 31^st March 2024.

SIGNIFICANT / MATERIALORDERS PASSED BY THE REGULATORS / COURTS

There were no Significantor Material Orders passed by the Regulators/Courts that would impact the Going Concern Status and the Company's Operations in future.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors confirm:

a) that in the preparation of AnnualAccounts, the applicable Accounting Standards had been followed along with Proper Explanation relating to Material Departures.

b) that your directors had selected such Accounting Policies and applied them consistently and made Judgements and Estimates that are reasonable and prudent to give a True and Fair View of the State of Affairs of the Company as at the end of the FinancialYear and of the Profit of the Company for that period.

c) that your directors had taken Proper and sufficient care for the maintenance of Adequate Accounting Records as per the Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting Frauds and Other Irregularities.

d) that your directors had prepared the Annual Accounts on a Going Concern Basis.

e) that your directors, had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are Adequate and were operating effectively, and

f) that your directorshad devised Proper Systems to ensure Compliance with the provisions of all applicable laws and that such Systems were Adequate and operating effectively.

AUDITORS:

M/s. Gopalaiyer and Subramanian, Chartered Accountants, Coimbatore werere-appointed as the Auditors of the Company for the next Term of five Years pursuant to the Resolution passed by the Members at the Annual General Meeting held on 28^th September 2022 and they will hold office up to the date of 33^rd Annual General Meeting of the Company.

M/s. Gopalaiyer and Subramanian, Chartered Accountants, have confirmed their Eligibility and Consent to continue as Statutory Auditors of the Company.

EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE BY THE AUDITORS IN THEIR REPORT:

There was no qualification, reservation or adverse remark or disclaimer made by the Auditors in their Report on the Financial Statements.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable provisions, if any (including any statutory amendments, modifications or re-enactments thereof, from time-to-time), and the recommendation of the Audit Committee, the Board has appointed Sri. Ramanathan Kannan, Practicing Company Secretary, Chennai, to conduct the Secretarial Audit of the Company. The Report is enclosed herewith as Annexure -II.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors have devised ProperSystems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings (SS-I) and General Meetings (SS-II) and such Systems were Adequate and operating effectively.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, and other applicable provisions, if any (including any statutory amendments, modifications or re-enactments thereof, from time-to-time), and the Recommendation of the Audit Committee, the Board has appointed Shree B. Venkateswar, Cost Accountant, Coimbatore as the Cost Auditor to conduct the Cost Audit of the Company for the Financial Year ended 31^st March 2024.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. The Company has Internal Audits which monitor and evaluate the Efficiency and Adequacy of Internal Control System in the Company, its Compliance with Operating Systems, Accounting Procedures and Policies at all locations of the Company. The Scope and Authority of the Internal Audit Function is defined in the Internal Audit Manual.

To maintain its Objectivity and Independence, the Internal Audit Function reports to the Chairman of the Audit Committee and to the Chairman and Managing Director of the Company.

Based on the Report of Internal Audit Function, Corrective Actions are taken in the respective areas which thereby strengthens the Controls. Significant Audit Observations and Recommendations along with Corrective Actions thereon are presented to the Audit Committee.

RISK MANAGEMENT :

Pursuant to Section 134(3) (n) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed a Risk Management Policy and implemented the same. The Company has not identified any Element of Risk which may be a Threat for the Existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has constituted a Corporate Social Responsibility (CSR) Committee which shall recommend to the Board, the Activities to be undertaken by the Company as specified in Schedule VII, recommend the Amount of Expenditure to be Incurred on such Activities and formulate and implement the CSR Policy of the Company. The Details of the CSRActivities / Expenditure are given in Annexure III.

STATUTORY DISCLOSURES

The particulars required to be included pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules 2014 on Conservation of Energy, Technology Absorptioned, Foreign Exchange Earnings and Outgoings etc., is enclosed as Annexure IV.

No Employee of the Company was in receipt of Remuneration of Rs.60.00 Lakh per annum or more and no Employee of the Company employed for a part of the Financial Year ended 31^st March 2023 was in receipt of Remuneration of Rs. 5.00 Lakhs per month or more.

The information required pursuant to Section 197(12) of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and forming part of the Directors Report for the Financial Year ended 31^st March 2023 is enclosed as Annexure V.

None of the Employees listed in the said Annexure is a Relative of any Director of the Company. None of the Employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

INDUSTRIAL RELATIONS

The Industrial relations continued to remain cordial during the period and the Board places its appreciation for the services rendered by the Employees of the Company.

FINANCES

During the Year under Review, the Reserves and Surplus, stood at Rs.6885.08 Lakhs (Rs.5191.07 Lakhs credit balance in the previous Year). The Company met all Financial Commitments to the Bankers on Account of Term Loan and Working Capital Credit.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Details pertaining to Transfer to Investor Education and Protection Fund form part of the Report on Corporate Governance.

ACKNOWLEDGEMENT:

The Directors wish to place on record their gratitude to State Bank of India, Union Bank of India, HDFC Bank Limited, CSB Bank Limited, ICICI Bank Limited for their Financial assistance. Your directors also take this opportunity to express their appreciation for the co-operation extended by the Employees and the Shareholders for their appreciation of the Management’s efforts expressed at the Annual General Meeting of the Company.

The Board dedicates its prayers to invoke the blessing of Lord Vishnu, Goddess Lakshmi, Lord Shiva, and Goddess Shakthi for the continued prosperity of the Company and all its Stakeholders.