To The Members,

Your Directors have pleasure in presenting their Eighty-Seventh (87th) Annual Report of the Company, together with the 3 1 auditedfinancial statementsforthe financial year ended st March, 2025.

1. FINANCIAL PERFORMANCE

The Financial Year 2024-25 remained challenging in the business scenario of the Textile Industry due to combination of global and domestic factors.

The revenue from operations for the year 2024-25 was 948.75 lakhs as compared to Rs 572.68 lakhs in previous year, an increase of 65.71 %. The Loss before Exceptional item and Tax was Rs 131.66 lakhs against the previous year profit of Rs 173.05 lakhs. The net profit for the year was6926.87 lakhs against the previous year net profit of 2109.23 lakhs.

2. DIVIDEND

The Board of directors of your company have not recommended any dividend for the Financial Year ended 31st March, 2025, considering the needs for capital conservation and appreciation/ conserving the profit.

3. PRESENT STATUS OF THE UNIT

The Company was primarily engaged in the business of manufacturing of Cotton Yarn, Denim Fabrics, Shirtings and Garments. The Hon'ble Gujarat High Court directed to close down the operations of polluting industries in and around Ahmedabad in the state of Gujarat and the decision of the High Court was upheld by Hon'ble Supreme Court of India, due to which the Company has discontinued its core manufacturing operations and disposed of the plant and

Machinery of the Company.

In order to sustain the business, preserve shareholder value, and utilize existing expertise, the Company strategically engaged in trading of cotton from the month of November, 2022.

4. EXPORT

The FOB value of the exports during the Year under review was Nil against zero export in the previous year due to the closure of the manufacturing operation as detailed in point No 3.

5. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

6. ANALYSIS AND REVIEW

India's textiles sector is one of the oldest industries in the Indian economy, dating back to several centuries. The industry is extremely varied, with hand-spun and hand-woven textiles sectors at one end of the spectrum, while the capital-intensive sophisticated mills sector on the other end. The decentralized power looms/ hosiery and knitting sector forms the largest component in the textiles sector. The close linkage of textiles industry to agriculture (for raw materials such as cotton) and the ancient culture and traditions of the country in terms of textiles makes it unique in comparison to other industries in the country. India's textiles industry has a capacity to produce wide variety of products suitable for different market segments, both within India and across the world.

7. OPPORTUNITIES AND CHALLENGES

The future for the Indian textiles industry looks promising. The Indian textile industry has vast potential for growth, buoyed by strong domestic consumption as well as export demand. However, to get maximum advantage of the vast potential of this vibrant industry, the Government and Industry need to work towards addressing key challenges including obsolete machinery and technology, threats to handloom sector, power shortage, illicit markets, labour-related concerns, raw materials shortage.

8. EXPANSION AND MODERNISATION

Company is no more in manufacturing activities, hence the Company did not go for expansion and modernization.

9. CONSOLIDATED FINANCIAL STATEMENT

As required by Regulation 33 of the SEBI (LODR) Regulations, 2015, the Consolidated Audited Financial Statements have been prepared in accordance with the requirements under Accounting Standard AS-21 on "Consolidated Financial Statements" read with AS-23 on the "Accounting for Investment in Associates" read with the provisions of

Companies Act, 2013, are provided, forming part of the Annual Report.

In compliance with the requirement of Section 34 of the SEBI (LODR) Regulations, 2015, the Cash Flow Statement for the year ended 31^st March, 2025 prepared in accordance with the applicable Accounting Standard, is annexed to the financial statement, which forms part of the Annual Report.

The Company's properties including its Building, Plant & Machinery and Stocks among others continue to be adequately insured against fire, flood, earthquake, explosive and other such risks, as considered to be prudent and necessary.

The Company has in place internal financial control systems commensurate with the size, nature and complexity of its operations ensuring proper recording of financialsand monitoring of operational effectivenessand efficient conduct of its business including adherence to the Company's Policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and compliance of various applicable regulatory and statutory requirements.

The Internal Auditor monitors and evaluates the efficiency and their report, corrective actions are undertaken by the concerned departments and thereby strengthen the Controls. Significant audit observations corrective measures and actions thereon are presented to the Audit Committee of the

Board.

During the year such controls were tested and no reportable material weaknesses were observed.

The Audit Committee comprises the majority of Independent Directors in terms of the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Your Company has not accepted any deposit from the Public/Members under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014 during the year under review and there are no deposits pending with the Company as on the Balance Sheet closure date.

There has been no change in the Company's Issued, Subscribed and Paid-up Equity Share Capital in between the end of financial year 31 st March, 2025 and 31st March, 2024. On 31st March, 2025, the Equity Share Capital stood at 3303.30 Lacs, divided in to 33033000 Equity Shares of 10 each.

The appointment of Mrs Rita Chatterjee (DIN: 07973942) as an independent Director, not liable to retire by rotation, by the board of Directors, to fill the casual vacancy, caused by resignation of Mrs. Nisha Singh, with effect from June 10, 2024, confirmed and approved to hold office for a term of five consecutive years i.e., from June 10, 2024 till June 09, 2029 in the 86^th Annual general Meeting of the company held on 7th September, 2024.

Shri Omprakash Laxminarayan Kabra (DIN: 10636063), was appointed as an Independent Director (under Non-Executive category) of the Company, toholdoffice for a term of five consecutive years i.e., from August 28, 2029 in 86th Annual general Meeting of the company held on 7th September, 2024.

Shri Amit Nandkishore Shah (DIN: 00915449), was appointed as an Independent Director (under Non-Executive category) of the Company, to hold office for a term of five consecutive years i.e., from February 10, 2025 till February 09, 2030 through Postal Ballot on 28th march, 2025.

Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation

(Shri Somany) (DIN: 00024903), as a Managing Director, designated Office Thetermof as Key Managerial Personnel effluxof time from the close of business on 21 theCompany,willendowingto ^st January, 2026.

Pursuant to Section 196 and 197, read with Schedule V and other relevant provisions of the Act and based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has considered and recommends the re-appointment of Shri Somany, as ManagingDirector,forfurthertermofthreeyearseffectivefrom 22^nd January, 2026, well in advance to seek Shareholders approval at the forthcoming AGM of the Company. An appropriate resolution, to this effect is being proposed to the Members of the Company at the forth-coming 87 th AGM.

Shri Brij Kishore Hurkat (DIN: 02005896) and Shri Malaybhai Harshad Bhai Shah (DIN: 01394920), Independent Directors of the Company upon completion of their second and final term as Independent Directors, ceased to be the Directors of the Company w.e.f. the close of business hours on August 28, 2024 and February 09, 2025 respectively. The Board places on record the valuable services rendered by Shri B K Hurkat and Shri M H Shah during their tenure as Director of the company and expresses its deep sense of appreciation and gratitude for the same.

At the forthcoming 87th Annual General Meeting (AGM) of the Company, Shri S. K. Somany (DIN: 00001131) retires by rotation and being eligible, offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013 ("the Act"), and Articles of Association of the Company. The Board recommends his re-appointment. Brief resume, nature of expertise and details of directorship held in other companies of Shri S. K. Somany, proposed to be appointed is given in the Notice of the Ensuing General Meeting (AGM), as stated under Secretarial Standard 2 and Regulation 36 of the SEBI (LODR) Regulations, 2015 None of the Directors are disqualified from being appointed or holding office as Directors as stipulated under Section 164(2) of the Companies Act, 2013.

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31, 2025 are Shri S. K. Somany, Non-Executive Chairperson, Shri A. K. Somany, Managing Director & CEO, Shri Shrikant Bhairaveshwar Bhat, Whole-time Director & Chief Financial Officer and Mrs. Reena Prasad, Company Secretary & Compliance .Officer

The Company has received necessary declarations from each Independent Directors, under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (LODR) Regulations, 2015.

The Company does not fall within the ambit of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibilities Policy) Rules, 2014. Therefore the Annual Report on Corporate Social Responsibility initiatives as required under the said act is not applicable to the Company. In view thereof, the Annual Report on CSR activities is not annexed.

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of any Body Corporate pursuant to Section 186 of the Companies Act, 2013, during the financial year ended 31st March, 2025.

The ‘Policy on Related Party Transaction', dealing with the review and approval of related party transactions, was amended in line with the requirements of SEBI (Listing Obligations and Disclosure Requirements) (Amendment)

Regulations, 2018. The policy is available on the Company's website at the web link: www.somatextiles.com/home. php/investors/policies.

All contracts/ arrangements/ transactions entered into by the Company, during the financial as defined under Section 188 of the Companies Act, 2013 and the relevant rules made thereunder, were in ordinary course of business and on arm's length.

During the year under review, all RPTs entered by the Company were in the ordinary course of business and in respect of transactions with related parties under Section 2(76) of the Act, are at arm's length basis and were approved by the members of the Audit Committee including Independent Directors. The Company had sought the approval of shareholders through Postal Ballot dated 12^th November, 2024 pursuant to Sections 110 and 108 of the Companies Act, 2013 for material RPT as per Regulation 23 of the SEBI Listing Regulations. Similarly, the Company intends seeking approval of its Members for material related party transactions for FY 2026 at its ensuing AGM to be held on September 26, 2025.

All related party transactions were in compliance with the applicable provisions of the Companies Act 2013 and SEBI Listing Regulations. Details with respect to transaction(s) with the Related Party(ies) entered into by the Company during the reporting period are disclosed in the accompanying Financial Statements and the details pursuant to clause

(h) of Section 134(3) of Act and Rule 8(2) of the Companies (Accounts), Rules 2014 are given in the form AOC-2 which is annexed to this Report and forms an integral part of this Report.

The Equity Shares of the Company are listed at the following Stock Exchanges:-

(a) BSE Limited (BSE).

Address: Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001

(b) National Stock Exchange of India Limited (NSE).

Address: Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400051.

(i) Listing fees have been paid to the Stock Exchanges for the year 2025-26.

(ii) The Calcutta Stock Exchange Association Ltd. has vide its Letter No. CSEA/ID/223/2008 dated 16th April, 2008, the official List of their exchange. However Equity Shares confirmed have been allowed to be traded under the "Permitted Category" on the Exchange considering the interest of

General Investors in the Company.

(i) NSE - SOMATEX, (ii) BSE - 521034, (iii) CSE - 29067.

De-mat ISIN Number in NSDL & CDSL – ISIN – INE 314C01013.

The Company had vide its application dated 31st March, 2021 submitted an application for voluntary delisting of its equity shares from BSE Limited pursuant to applicable regulations under the SEBI (Delisting of Equity Shares)

Regulations. However, after careful consideration, the Board of Directors has decided not to pursue the delisting application any further. Accordingly, the Company has withdrawn/dropped the said application, and the equity shares of the Company shall continue to remain listed on BSE Limited.

Further, the Equity Shares of the Company will continue to be listed on Bombay Stock Exchange Ltd and National

Stock Exchange of India Limited.

The Auditors Report and Secretarial Auditors Report do not contain any reservation, qualification or adverse remark and therefore need no explanations or comments from the Board of Directors.

In compliance with the Companies Act, 2013, and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, and that of its Committees and Individual Directors. Feedback was sought by way of a structured questionnaire covering various aspect of Board's functioning, such as adequacy of the Composition of the Board and its Committee, Board culture, execution and performance of specific duties obligations and governance. The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report, forming part of Board's Report.

During the year Four (4) Board Meetings were held, the details of which are given in the Report on Corporate Governance, that forms part of the Board's Report.

The maximum interval between the two meetings did not exceeded 120 days, as prescribed in the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Audit Committee comprises of Four (4) members, Majority of them are Independent Directors namely; Shri O. P. Kabra Chairman, Shri A. N. Shah, Mrs. Rita Chatterjee., and Shri S. K. Somany a Non-Independent & Promoter Director, as other member of the Committee. Thus the composition is in conformity with the requirements of section 134(3) and section 177(8) of the Companies Act, 2013, read with the provisions of SEBI (LODR) Regulations, 2015. Four (4) Meetings of the Audit Committee were held during the year under review, the details of which are given in the Report on Corporate Governance, forming part of this Report. The Board of Directors accepted all recommendations of the Audit Committee in the reporting period.

The Company has in place a Whistle Blower Policy, as a part of Vigil Mechanism to provide appropriate avenues to the Directors, employees and other Stakeholders of the Company to bring to the attention of the Management any issue which is perceived to be in violation of or in conflict with the Code of conduct, values, principles and beliefs of the Company. The established Vigil Mechanism helps to report concerns about any unethical conduct, financial malpractices or any unhealthy practice prevalent in the Company.

The said Vigil Mechanism provides for adequate safeguards against victimization of persons who use such mechanism and also provides for direct excess to the Chairman of the Audit Committee.

The details of this Policy is explained in the Corporate Governance Report forming part of Board's Report and are also available on the Company's website; www.somatextiles.com/home.php/investors/policies.

The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as per Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"). The salient features of Company's Nomination and Remuneration Policy is stated in the Corporate Governance Report. The Policy is available on the website of the Company viz. www.somatextiles.com.

Your Company upholds the Standards of Governance and is compliant with the provisions of Corporate Governance, as Stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (listing Regulations). A Report on ‘Corporate Governance' as well as the certificate from Company's Statutory Auditors, confirming compliance with the requirements of SEBI Listing Regulations, forms part of the Annual Report

The Ministry of Corporate Affairs, Government of India, had issued a set of Voluntary Guidelines 2009 on Corporate Governance in December, 2009, for voluntary adoption of a set of good practices by the Corporate Sector. These guidelines are expected to serve as a bench mark for the Corporate Sector and also help them in achieving the highest Standard of Corporate Governance. Guidelines are reviewed by the Management from time to time to ensure the adherence of the same voluntarily commensurate with the requirements, best suited to your Company gradually in phases.

The Management Discussion and Analysis Report under review, as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented by virtue of an Annexure, forming part of the Directors'

Report.

As required under Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company to the best of their knowledge and belief and on the basis of information and explanation obtained from the operating management, hereby states and confirms: (a) that in the preparation of attached Annual Accounts for the Financial Year ended 31st March, 2025 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever, applicable;

(b) that they have selected the Accounting Policies described in notes to accounts, which have been consistently applied, except where otherwise stated and made judgments and estimates that are reasonable and prudent so as to give a true and fair view affairsof the Company as on 31 thestate st March, 2025 and of the loss of the

Company for the year ended on that day.

(c) that they have taken proper and sufficientcare for the maintenance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (d) that they have prepared the attached Annual Accounts on a ‘going concern' basis.

(e) that they had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively.

(f) that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

In compliance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)/ re-enactment(s)/ amendment(s) thereof, for the time being in force), the Members at the Eighty-fourth (84th) Annual General Meeting held on 31^st August 2022, had appointed M/s. Pipara & Co.LLP, Chartered Accountants (ICAI Registration No. 107929W), as the Statutory Auditors of the Company, to hold office for a term of five (5) consecutive years from the conclusion of the 84 ^th Annual General Meeting until the conclusion of the 89th Annual General Meeting of the Company.

However, with the Notification dated May 7, 2018 issued by the Ministry of Corporate Affairs (‘MCA'), the first proviso to section 139(1) of the Companies Act, 2013, pertaining to the requirement of annual ratification of appointment of

Auditors by Members is omitted.

Accordingly, as per the Companies (Amendment) Act, 2017, ratification of the appointment of Statutory Auditors during their period of appointment will not be considered.

The Board has appointed M/s. Drolia & Company, Company Secretaries, Kolkata, in practice having Certificate of Practice No. 1362, as the Secretarial Auditors of the Company for carrying out the audit of secretarial and other relevant records of the Company for a term of five years i.e. from the financialyear 2025-26 upto the financial year

2029-30.

Necessary resolutions for obtaining approval of the Members in respect of the above appointment have been incorporated in the notice of the forthcoming Annual General Meeting.

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 is attached to this Report.

A Secretarial Audit Report given by the Secretarial Auditors for the financial year ended 31st March, 2025, in the prescribed form MR-3 is annexed herewith as Annexure to this Report and forms an integral part of this Report.

There are no qualifications, reservations and adverse remarks made by the Secretarial Auditors in their Report.

Industrial relations in your Company, during the year under review continued to be cordial and harmonious.

Manufacturing unit of the Company at Ahmedabad was closed as per the Order of Supreme Court following the order of High Court, Gujarat. Therefore, there is no requirement to appoint Cost Auditor in terms of the applicable provisions of the Companies Act, 2013, read with the Companies (Cost Records & Audit) Amendment Rules, 2014.

The Company's Shares are currently traded in dematerialized form, as per the SEBI directives and the Company has entered in to agreements with the following Depositories i.e. National Securities Depository Limited (NSDL) and

Central Depository Services (India) Limited (CDSL), for trading in dematerialized form.

Members are therefore advised to avail of the services either of the depositories, to dematerialize their physical shares, if any held by them, for trading in Company's shares smoothly and conveniently.

As on March 31, 2025, 32,547,305 Equity Shares are held in dematerialized form and represent 98.53% of the

Company's total paid up Capital.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 to ensure harassment free workplace for employees. Sexual harassment cases are dealt as per the Company's Policy on ‘Prevention of Sexual Harassment'. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Disclosure on such cases are as follows:- a) Number of complaints of sexual harassment received in the year 2024-25: NIL b) Number of complaints disposed off during the year 2024-25: NIL c) Number of cases pending for more than 90 days: NIL

The statement containing the silent features of the financial statement of the company's associate companies under the first proviso to sub-section (3) of section 129 of CompaniesAct, 2013 is enclosed as AOC-1 in the Annexure.

None of the employees of the Company was in receipt of remuneration for the year or part of the year under review, in excess of the amount of remuneration prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended upto date.

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014 is annexed and forms a part of this Report.

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return in prescribed format may be accessed on the Company's website at www.somatextiles.com.

The Company is primarily engaged in the business of manufacturing of Cotton Yarn, Denim Fabrics, Shirtings and Garments.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014, as amended is given in the Annexure and forms part of this Report.

The Company has in place mechanism to inform Board Members about the Risk Assessment and Risk Minimization procedures which are periodically reviewed to ensure that risks and uncertainties are systematically identified, prioritized and initiated on constant basis.

The risk management procedure is reviewed by the Audit Committee from time to time to ensure that the executive management controls the risks and uncertainties through a proper defined framework and major risks, are properly and systematically addressed through mitigation actions on continuing basis.

Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, describing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the Company, for the financial year 2024-25 as per the SEBI Notification dated 22nd December,

2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 dated 29th January, 2016.

Statements in the Board's Report and the Management Discussion & Analysis describing Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations.

Many factors may affect the actual results, which could be different from what the Directors envisage in performance and outlook.

During the year under review, there was noinstanceofone-timesettlementwithanybankorfinancialinstitution necessitating disclosure or reporting in respect of difference in valuation done by the Company.

The Company complies with all applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India.

Your Directors state that no disclosure and/or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise;

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

Your Directors place on record their sincere thanks and appreciation for the continuing support and assistance received from the financialinstitutions, banks, government as well as non-government authorities, customers, vendors, stock exchange and members during the period under review.

Your Company takes pride in all of itsdedicatedofficers,employees and workers, who have been wholeheartedly supporting and sincerely contributing their best for the success and growth of your Company as well as maintaining harmonious relations throughout the Company.