DIRECTORS’ REPORT:

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company together with the Audited Balance Sheet as at 31^st March, 2018 and the Profit and Loss Account for the year ended on that date.

Financial Results: (Standalone)

(Rs. in Lakhs)

Dividend:

In order to balance the growth and developmental activities of the company as well as to fulfill the aspirations of the public stakeholders, the promoters decided to continue their support and again in writing waived their entitlement on the profit distribution in the form of dividend if any declared by the company for the year 2017-18. Accordingly the Board after considering all these aspects has recommended a dividend for the year under review at the rate of Rs.0.20 per Equity Share only on the portion of the paid up equity capital held by the public as on the record date as may be announced by the board in this regard. However no amount has been transferred to General reserve from the profits for the year 2017-18.

Operations:

The company in spite of difficult economic conditions has registered substantial improvement in the overall performance during the year under review in comparison to previous year. The company has achieved an increase of around 20% in the sales figures and a substantial increase of around 32% in the net profits before tax in comparison to previous year. During the year the Retail division has made satisfactory progress in terms of growth in the sales and also brought down the operational losses in comparison to the previous year. However the outlook of the Retail business is promising as the economic and market conditions is poised to stage significant growth in the current year. Overall the business sentiment was partially affected due to various factors particularly the implementation of GST from July 2017 since it is a new legislation and needs time to settle down with the procedures. Global economic conditions are also still remaining weak due to the factors like protectionist measures followed in different part of the world. The company had anticipated all these factors and taken all the necessary steps in advance to maintain the competitive position in the market. But in spite of these, the company had to absorb some amount of the losses generated by the Retail business activities. Further since the company is mainly catering to the domestic market and it has a strong presence in the domestic market, there is no negative slide in the sales growth. However for the improvement of retail division the company is taking all possible measures particularly giving major thrust in the development of product ranges in the licentiate segments like YouWeCan and FC Barcelona as well as in the development of the marketing network in other formats.

The company has formulated various measures to strengthen the operations of the Retail division to make it a more competitive business. The company is focusing more on the Large Format Stores (LFS) and on line sales network. Further the efforts are underway to add more licentiate brand under the licentiate product segment. This will eventually help the Retail Division to improve their margins substantially. Finally during the year the company has discharged all its obligations under EPCG License issued to the company in the past and accordingly successfully redeemed all the pending EPCG Licenses.

Issue of Fully Convertible Debentures:

During the year the company in order to promote the brand of the company and its subsidiaries through advertisement in print and non-print media in a major way, had entered into an agreement with M/s. H.T. Media Ltd a big media group known as Hindustan Times group. The company has also executed Subscription agreement and Media agreement with M/s. H.T. Media Ltd. Accordingly the company has issued three numbers of Fully Convertible Debentures of Rs.1.50 crores each aggregating to Rs.4.50 crores to the M/s.

H.T. Media Limited. Necessary approval was obtained from the shareholders in their Extra Ordinary General Meeting held on 6^th March 2018. The company completed the allotment on 20^th.March 2018 and the BSE Ltd has issued “In Principle approval” for the same.

Amendment to the Articles of Association:

In order to issue Fully Convertible Debentures to M/s. H.T. Media Limited or any other securities in the future, the company has made necessary modification in the Articles of Association of the company. The modification was not a major one as the present clause 14(2) specifically mentions only “shares” instead of “Securities” which has a wider meaning and not restricted to shares only. Hence the same is suitably modified to include all other types of securities.

Export Sales:

During the year under review there was no exports sales reported by the company as the textile export market remained sluggish and the realizations were not attractive because of continued economic slowdown in almost all parts of the world. Apart from this, the unhealthy competition among the leading textile goods manufacturing countries continued to haunt the prospects for a healthy textile market and created a negative impact on the price segment of the textile items. Because of these factors, the company continued to remain focused maximum in the domestic market. However the company continued its efforts to draw the attention of
fabric buyers from Bangladesh and other neighboring countries. The company is anticipating a breakthrough in its efforts to explore the possibility of developing new markets in African and Far East countries. However ultimately the positive changes in the global economic conditions particularly in the US and European economies can only pave the way for the growth of the global textile market. The company is making best efforts to establish its identity with various reputed buyers to align with their brands in the overseas market to promote the exports in large volume.

In spite of the unfavorable trend in the global textile market, the company continues to take active participation in various international Fairs/exhibitions. Once the stability is brought in the global market, India can look forward to have a better market share than its competitors. Hence the company always looks forward to have better exports sales in terms of better unit value realization and volume. Besides this, the company has the capacity to make wide and better range of products particularly in printed and embroidery varieties and this will certainly help the company in the long run to increase the exports business both in volume and value.

Licentiate Rights:

The company has at present licentiate rights with FC Barcelona and Manchester City. The company has developed and produced wide range of garments under licentiate rights and the response from the market is very encouraging. These brand LOGOS are embossed on the garments under licentiate rights acquired for India. The company is now a recognized name in this particular segment of garments. Based on the past experience and also taking into account the strengths and weakness of these business models, the company proposes as a well thought strategy to add more such licentiate arrangements. This will ensure that there are always some effective brands under its umbrella throughout the period to ensure that even if some brands crosses its shell life, there are other brands to take the sales business forward without affecting the growth momentum of the company. Further the association with “YouWeCan” backed by celebrity cricketer Mr. Yuvraj Singh is also growing very well and various products developed during the last few months will certainly give a big boost to the company in the sales. The company is anticipating a good outcome from this venture in the next few years. The company is also developing other models on similar lines to promote the sales with better value addition.

Joint Venture:

The company has entered into a joint venture with another company M/s. Project Anushka Sharma Lifestyles Pvt. Ltd. a company promoted by celebrity actor Mrs. Anushka Sharma and her family. The object of the joint venture is to design, develop and manufacture of various ladies fashion and western type outfits which will be sold through various large retail format stores and on line stores. The company is incorporated on 19^th.September 2017 as a private limited company in the name of M/s. SAA & Suditi Retail Pvt. Ltd and the ownership of the company is on 50:50 partnerships where both the promoters contributed equally to the capital. The company commenced its sales business activities after the launch of its products on October 2017. The company has nominated two members on the board of the Joint venture Company and equal number of members is nominated by other company also. The company has achieved net sales of around Rs.3 crores with net loss from the business of Rs.34 lakhs. The financial results are

only for the part of the year operations and since the company is backed by celebrity actor, the company is not anticipating any difficulty in achieving the projected growth for the year 2018-19. Expansion:

As indicated in the earlier years the management the company has not undertaken any new major capital projects during the year under review. Further, there is no major expansion plan in the current year except some addition of balancing equipment’s and replacement of old machineries and equipment’s. Similarly for the Retail division also the company plans for some expansion and the same will be managed without any additional investment of capital nature.

Human Resources & Industrial Relations:

Human resources development plays a crucial role in the development of any organization. It consists of attraction, retention and development of talent in a systematic manner to fulfill the requirements of the organization. The company follows various programs to provide focused people attention. The emphasis is mainly on the promotion of talent internally through job rotation and job enlargement. The Industrial relations with the employees at the Company’s plant at MIDC, TTC Industrial Area, Pawne Village; Navi Mumbai and in the other locations continue to remain healthy and cordial.

Share capital:

The shareholders had approved the special resolution to raise the Authorized capital from Rs.18 crores to Rs.25 crores. Accordingly the company has completed the compliance process and the authorized capital of the company stands today at Rs.25 crores. Further during the current year, the company has issued 218790 shares to employees under SUDITI ESOP PLAN 2011 in the month of April 2018 and accordingly the subscribed, issued and paid-up capital has increased from Rs.16.67 Crores to Rs.16.98 Crores. Apart from this, during the year under review, the company has also issued Fully Convertible Debentures which will be converted into equity shares at a later date.

Suditi Employee Stock option Plan 2011 (Suditi ESOP 2011):

The company had made the first grant of options to the employees in the year 2013 under the Suditi Employee Stock Option Plan 2011. Apart from this, the company has further granted additional 13000 no. of options in the year February 2017. In addition to this the company has also made another special grant of 111605 options in the month of February 2017 on the eve of Silver Jubilee year celebrations to some selected employees with long tenure as well as good record of service and contributed significantly towards the growth of the organization. Each option is equal to one share at par (Rs.10/- each) being the price fixed for exercising the right. To facilitate the employees to exercise their right to buy the options granted to them, the Company had earlier divided the total options granted on certain prescribed basis over a period of 5 years. However the same system is now discontinued in view of modification approved by the members in the Suditi Employee Stock Option Plan 2011 vide special resolution in the 25^thAnnual General Meeting. The share arising on exercise of the options shall be subject to a lock-in-period as may be decided by the board/ committee at the time of allotment. The entire parts of the earlier grant has been vested till the date of 31^st March 2018 barring 9600 options. The revised details are as follows:

The disclosure of the details is as follows:-

(a) Options granted & accepted: 377805

(b) The pricing formula: At par

(c) Options vested: 231290

(d) Options exercised: During the year under review, no employees have exercised their options under the SUDITI ESOP PLAN 2011.

(e) As there are no options exercised during the year under review no shares were allotted.

(f) Options rejected and lapsed: 145585 (consists of 97600 options rejected and 47985 options lapsed)

(g) Variation of terms of options: NA

(h) Money realized by exercise of options: Nil

(i) Total number of options in force: 240890

(j) Employee wise details of options granted to (Excluding the options already exercised):

(i) Senior managerial personnel: 178575 (includes 34250 options granted to Company Secretary & V.P. (F) and no Director is granted any options under Suditi ESOP Plan 2011).

(ii) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year: Nil

(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant: Nil

(k) Diluted Earnings per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 ‘Earnings per Share’: Rs.1.91.

(l) Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed: The impact on account of this will reduce the profits by Rs.69,83,735/- and accordingly on proforma basis the company’s basic and diluted earnings would have been Rs.1.59 and Rs.1.51 respectively:

(m) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock: NA (n) A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information:

(i) Risk-free interest rate: 7.42%

(ii) Expected life: 3 years

(iii) Expected volatility: 3.15%

(iv) Expected dividend: Rs.0.50 per share

(v) The price of the underlying share in market at the time of option granted: 1^st grand Rs.7.68 and the second grand Rs.68.40.

Particulars of Employees:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details are stated separately in the Managerial Remuneration.

Meetings:

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

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.

Declaration by an Independent Director(s) and reappointment, if any:

A declaration by an Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been submitted to the Board in the first Board Meeting for the year 2018-19. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and making disclosure of such appointment in the Board’s report.

Remuneration Policy:

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

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (Enclosed as Annexure II)

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement of the name of the top ten employees in terms of remuneration drawn is given in Annexure II). Further the statement showing the requisite information pursuant to the Companies (Appointment of Managerial Personnel) Rules

2014 is not annexed herewith as there are no employees covered by the rule (2)(i) (ii) & (iii).

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board’s Report. Nil

D) There are no disclosures to be made as the directors(except the Chairman & Managing Director/whole time Director), are not in receipt of any remuneration or stock options other than sitting fees and reimbursement of expenses incurred for attending the meeting. The details are furnished separately in the corporate governance report.

Details of Subsidiary/Joint Ventures/Associate Companies:

The company has incorporated two subsidiaries in the month of March 2015. One of the subsidiaries M/s. Suditi Design Studio Limited has commenced sales business activities while the other subsidiary M/s. Suditi Sports Apparel Limited is yet to commence their sales business operations. Further joint venture company M/ s. SAA & Suditi Retail Pvt Ltd. has also commenced its commercial business activities during the year under review. The details pursuant to sub-section (3) of section 129 of the Act (AOC-1), containing the salient feature of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures etc are annexed herewith in the Notes of the Accounts (Point 49). The Company has also presented the Consolidated Financial Results along with the Standalone Financial Results of the Company. The Consolidated Financial Results are the combined performance of the Company along with its Subsidiaries and also taking into account of the performance of the joint venture company. The details of the same are provided along with Notes to Accounts.

Summary of Sales:

(Rs. in Lakhs)

* Consolidated sales figures are arrived net of Inter Company & Joint Venture company sales.

** The Consolidated profit figures include minority interest.

The growth in the sales business activities of the subsidiaries has a direct impact on the performance of the holding company as they also sources their part of the material requirement from the Company at the best prevailing market rate on arm’s length basis. In addition to this it also increases the overall profitability of the holding company besides providing value addition and brand value to the Company in the Market. It enables the Company to ensure focused attention to the certain market segment which otherwise not catered or explored by the Company in the regular course of business.

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.

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 I forming part of this report.

Directors & the Key Managerial Personnel:

In accordance with the provisions of section 152 of The Companies Act, 2013; Chairman & Managing Director Shri. Pawan Agarwal retires by rotation in the forthcoming Annual General Meeting and being eligible offer himself for reappointment. During the year the company has inducted Shri. Rajagopal Raja Chinraj as additional Director and also appointed him as Wholetime Director subject to the approval of the members in the forthcoming 27th. Annual General Meeting and special resolution to this effect is proposed in the Notice calling 27th. Annual General Meeting. In order to maintain the composition of the Board, the company has proposed the appointment of Smt. Sanjula Sanghai as an independent director and the resolution to this effect is included in the notice calling the 27th.Annual General Meeting. Further the company would be inducting a Chief Financial Officer (CFO) internally at the appropriate time from the existing available resources to take over the functions of CFO which is now held by the Chairman & Managing Director.

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 operating effectively;

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2017-18.

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.

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.

Auditors:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. Chaturvedi & Partners, Chartered Accountants, were appointed as statutory auditors of the Company for a period of 5 years from the conclusion of the Twenty Sixth Annual General Meeting to till the conclusion of the Thirty First Annual General Meeting, subject to ratification of their appointment at every Annual General Meeting. Accordingly necessary resolution to this effect is proposed in the notice calling 27th.Annual General Meeting for the approval of the members which otherwise is not mandatory in view of the amendments to the Companies Act 2013.

Secretarial Audit Report:

In terms of Section 204 of the Companies Act 2013 and the rules made there under, Shri. Shivhari Jalan Practicing Company Secretary had been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure separately to this report. The report is self-explanatory and does not call for any further comment other than the explanation given on the appointment of Chief Financial Officer.

Internal Audit & Controls:

The Company had appointed M/s. Ram Agarwal & Associates as the Internal Auditor to carry out the internal audit functions including the task of suggesting and implementing the recommendations to improve the control environment. Their scope of work includes 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. The term of the present Internal Auditors expired after the close of the financial year 2017-18.

Vigil Mechanism:

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

Risk management policy:

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

Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report as ANNEXURE III.

Material changes and commitments, if any, to report affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There are no such material changes and commitments to report under this head, other than the issue of 218790 equity shares by the Board on exercise of options by the Employees under SUDITI ESOP 2011.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future:

There are no such significant and material orders passed by any regulators to report under this head.

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

The company has set up internal control mechanism to ensure that the financial statements prepared are true, fair and transparent. The company has an internal audit mechanism apart from Management committee to ensure that all the financial transactions executed are in compliance with applicable laws and regulations and in line with the budget plans. Any variations or deviations are appropriately dealt with by the internal Audit department as well as by the Audit committee. The Company had appointed an independent Chartered Accountant Firm to improve and strengthen further the existing standard operating procedures and same is implemented in stages. 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:

There are no loans/guarantee or security provided during the year under review. The details of investments made till date are as follows: - Details of Investments:-

Particulars of contracts or arrangements with related parties:

The particulars of contract or arrangements entered into by the Company with related parties at arm’s length basis referred to in sub-section (1) of section 188 of the Companies Act, 2013 is disclosed in Form No. AOC-2 as Annexure IV Obligation of company under the “Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act 2013:

The company has 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.

Corporate Social Responsibility (CSR):

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the company.

Transfer of amounts to Investor Education and Protection Fund:

The Company does not have any funds lying unpaid or unclaimed for a period of seven years in respect of unclaimed/unpaid dividends. Therefore there are no funds on this account which are required 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 for the year 2018-2019 to the Bombay Stock Exchange Limited where the Company’s Shares are listed. Further the proposal to list the securities of the company with National Stock Exchange Ltd will be undertaken at the appropriate time later.

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.

For and on behalf of the Board of Directors

Place: Mumbai PAWAN AGARWAL

Date: 08.08.2018 CHAIRMAN & MANAGING DIRECTOR