To,

The Members of

Saraswati Saree Depot Limited

The Directors' take pleasure in presenting the 5th Annual Report together with the Audited Financial Statements for the year ended 31st March 2025. Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise and thus certain information which is required in Directors' Report is clubbed elsewhere and has to be read as a part of Directors' Report.

The financial statements have been prepared in accordance with the Indian Accounting Standard (Ind AS). Adhering to Ind AS ensures compliance, transparency, and reliability in financial reporting, accurately presenting the Company's financial position, performance, and cash flows.

Note: Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classification/disclosure.

During the year the Company has achieved turnover of Rs. 6136.13 million from operations as compared to Rs. 6109.04 million of previous financial year. Further, the Profit after tax for the year 2024-25 was to Rs. 305.24 million as compared to Profit after tax of Rs. 295.28 million in previous financial year. This is another steady year of growth, despite performing in a highly competitive environment and reflects operational efficiencies and better working capital utilization.

FY 2024 25 was a landmark year, with the successful completion of the Company's Initial Public Offering (IPO) in August 2024. The IPO was oversubscribed approximately 107 times, underscoring strong investor confidence in the Company's long-term prospects. The equity shares were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on August 20, 2024. The Indian ethnic wear market remains resilient, supported by cultural preferences, wedding and festival cycles, and increasing adoption of traditional attire across age groups. The Company is well-positioned to benefit from these trends, especially with the shift towards organized and technology-enabled distribution channels. The Company distinguishes itself through a strong supplier ecosystem, deep-rooted customer relationships, efficient supply chain practices, and an experienced leadership team. Our strategic presence in Kolhapur - a key trading hub - offers locational advantages and strong vendor access.

Your Company continues to source from over 900 weavers and offers more than 3,00,000 stock-keeping units (SKUs) to a base of approximately 13,000 active B2B customers. The product mix continues to be dominated by sarees, with supplementary offerings including kurtis, dress materials, lehengas, blouse pieces, and ethnic bottoms.

The Board of Directors of your company have decided not to transfer any amount to the reserves for the year under review.

During the financial year 2024-25, your Company has paid out Rs. 89.89 million as Dividend to its shareholders, in the following manner:

Your Company has also paid interim dividend for the current financial year i.e FY 2025-26 amounting to Rs 60 million to its shareholder, in the following manner:

The aforesaid Dividends were paid by the Company within prescribed timelines, through permissible modes via electronic transfer and warrants/ demand drafts for cases where bank account details were inadequate or electronic transmission had failed.

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

The Authorized Capital is Rs 41,00,00,000 (Rupees Forty One Crores Only) and the paid-up equity share capital as on 31st March 2025 is Rs. 39,59,98,000 (Rupees Thirty Nine crores Fifty Nine Lakhs Ninety Eight Thousand Only) divided into 3,95,99,800 (Three crores Ninety Five lakhs Ninety Nine Thousand Eight Hundred Only) equity shares of Rs 10 each. During the year, there was a public issue of shares. 64,99,800 equity shares of Rs 10 each were issued at Rs 160 per share, raising Rs 104 crores. In addition, there was an Offer for Sale (OFS) of 35,01,000 shares of Rs 10 each raising Rs 56 crores. The IPO was oversubscribed approximately 107 times, underscoring strong investor confidence in the Company's long-term prospects. The equity shares were listed on NSE and BSE on August 20, 2024, at a premium to the issue price.

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Hence, the details relating to deposits as required to be furnished in compliance with Chapter V of the Act are not applicable.

The Company does not have any subsidiary, joint venture or associate Company as on March 31, 2025. The Company has formulated the Policy on determination of Material Subsidiaries. The same is uploaded on the Company's website at https://www.saraswatisareedepot.com/investorrelation/index/view/6.

During the Financial Year 2024-25, our Company's core business remained unchanged, ensuring stability and consistency in our operations and services to customers. Further, we would like to confirm that there is no material change in the nature of business of the Company during the period from April 1, 2025, to the date of signing this report.

As on March 31, 2025, the Company has not obtained any credit rating from any credit rating agency registered with the Securities and Exchange Board of India (SEBI).

The Company continues to operate as a net debt-free entity with no borrowings requiring a formal credit assessment. Accordingly, no credit rating was sought during the year under review. The Board will consider obtaining a credit rating as and when the Company proposes to raise debt or enter into borrowing arrangements in the future.

The company has made the necessary disclosures in this Report in terms of Section 134 (3) of 'the act' read with Rules 8 of the Companies (Accounts) Rules, 2014.

The Company is engaged in the trading of apparels and hence, its operations are not energy intensive. However, the Company is conscious of the importance of conservation of energy and continues to take necessary steps to conserve energy wherever feasible in its office premises and business operations.

The Company strives to adopt and utilize modern technologies in its business processes with a view to enhancing operational efficiency and customer service. Continuous efforts are made to upgrade systems and make effective use of digital platforms to support business growth.

During the year under review, the Company has not earned any foreign exchange nor has it incurred any foreign exchange outgo.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo: Nil

All related party transactions which were entered into during the financial year were on an arm's length basis and in the ordinary course of business. All related party transactions are placed before the Audit Committee and also before the Board and members of the company for their approval, as and when required.

The policy on related party transactions as approved by the Board of Directors is uploaded on the company's website i.e. www.saraswatisareedepot.com All contracts, arrangements and transactions entered by the Company with related parties during financial year 2024-25 were in the ordinary course of business and on an arm's length basis. There were no contracts, arrangements or transactions entered during financial year 2024-25 that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 2024-25 and hence does not form part of this report. The Policy on dealing with Related Party Transactions can be accessed at https://www.saraswatisareedepot.com/investorrelation/index/view/6 Related party transactions have been disclosed as a part of financial statements as required under Indian Accounting Standards issued by the Institute of Chartered Accountants of India.

During the financial year ended March 31, 2025, maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 was not applicable to the Company. Accordingly, the Company is not required to maintain such cost records for the year under review.

There are no significant material orders passed by the regulators / courts / tribunal which would impact the going concern status of the company and its future operations.

Based on the recommendation of Nomination and Remuneration Committee, the Board had appointed Mrs. Pallavi Korgaonkar, as an Additional Director (Non-Executive & Independent Director Category) w.e.f. 09th September 2024 for the period of one year, which has been further approved as per the Listing Regulations and as per the provisions of the Companies Act, 2013, by the members of the Company by way of special resolution through postal ballot as on 4th December, 2024.

Mrs. Pallavi Korgaonkar, Independent Director completes her first term as an Independent Director on 8th September, 2025. Further after considering her integrity, expertise and experience, and based on the recommendation of Nomination and Remuneration Committee, the board has re-appointed her as Independent Director for second term of three years, w.e.f 9th September 2025. The same is placed before the shareholders at the ensuing Annual General Meeting for approval.

Mr. Shankar Dulhani who retires by rotation at ensuing Annual General Meeting and being eligible offers himself for re-appointment.

There were two cessations of Independent Directors during the year.

Mrs. Charushila Kumbhar and Mrs. Rupali Shelake resigned as Independent Directors w.e.f 9th September, 2024 due to personal commitments and health reasons respectively. The Directors confirmed that there are no material reasons for resignation other than those stated above.

The Board of Directors have constituted committees in order to effectively cater its duties towards diversified role under the Act and Listing Regulations.

Details of the constitution, terms of references of each committee and number of meetings attended by individual Director etc. are provided in the Corporate Governance Report.

The Policy of the company on Director's Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of the directors and other matters provided under Section 178(3) of the Act and Listing Regulations adopted by the Board and details of the remuneration paid to the Board of Directors are provided in the Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the company. The policy can be accessed at the Company's website at www.saraswatisareedepot.com

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the annual performance evaluation. Details of the evaluation mechanism are provided in the Corporate Governance Report. A meeting of Independent Directors was held on 12th November, 2024 for evaluation of Board performance.

The criteria for performance evaluation were broadly based on the SEBI Guidance Note on Board Evaluation, encompassing aspects such as Committee structure and composition, effectiveness of Committee meetings, and other governance parameters.

The evaluation process endorsed the Board's confidence in the ethics, standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board

The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed both under the Act and Listing Regulations. Additionally, no Director is debarred from holding the office of director pursuant to any order issued by SEBI, MCA or any other authority in line with SEBI circular dated June 20, 2018 on the enforcement of SEBI order on the appointment of Directors by the listed Companies. In the opinion of the Board, the Independent Directors on the Board of the Company possess the requisite qualifications, experience, expertise, proficiency and uphold high standards of integrity in terms of Rule 8 of the Companies (Accounts) Rules, 2014.

The Company has a structured familiarization programme for its Independent Directors. The objective of the programme is to enable the Independent Directors to understand the Company, its operations, business environment, and the regulatory framework applicable to it. At the time of appointment of a Director (including Independent Directors), a formal letter of appointment is issued to him, which inter alia outlines the role, function, duties and responsibilities expected of them as a Director of the Company. The Director is also briefed on the compliance obligations under the Companies Act, 2013, Listing Regulations and other applicable laws. The management of the Company also conducted interactions with the newly appointed Directors to familiarize them with the Company's operations. Further, on an ongoing basis and as part of Agenda of Board and Committee meetings, presentation are regularly made on various matters inter alia covering the Company's business and operations, industry developments and regulatory updates. The Familiarisation policy of the Company and details of programmes held during FY 2024-25 are available on the website of the Company at: www.saraswatisareedepot.com

The Key Managerial Personnel of the company as per Section 2(51) and 203 of the Act are as follows as on 31st March 2025:

Changes in KMPs

During the year, Ms. Ruchika Gheya resigned from the post of Company Secretary and Compliance Officer and she was relieved from her duties w.e.f 20th November, 2024. The Board of Directors at its meeting held on 9th December, 2024 approved the appointment of Ms. Sangeeta Mahato as Company Secretary & Compliance Officer of the Company pursuant to resignation of previous Company Secretary & Compliance Officer.

After the end of FY 2024-25, Ms. Sangeeta Mahato resigned from the post of Company Secretary and Compliance Officer and she was relieved from her duties w.e.f 6th June, 2025. The Board of Directors at its meeting held on 7th June, 2025, basis the recommendation of Nomination and Remuneration Committee approved the appointment of Ms. Vidhi Oswal as Company Secretary & Compliance Officer of the Company pursuant to resignation of previous Company Secretary & Compliance Officer

NUMBER OF MEETINGS OF THE BOARD:

A calendar of meetings is prepared and circulated in advance to the Directors. During the year Ten (10) 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 Act, Secretarial Standards issued by the ICSI and Listing Regulations.

PARTICULARS OF LOAN, GUARANTEES, INVESTMENTS:

The details of loans, guarantees, and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements. These notes offer comprehensive information regarding the nature, terms, and conditions of such loans, guarantees, and investments. They also include disclosures on any Related Party Transactions, if applicable, and any significant developments or changes in these arrangements.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34(2)(e) of Listing Regulations, the Management Discussion and Analysis Report and the Corporate Governance Report is appended as a part of Annual Report.

CORPORATE GOVERNANCE REPORT:

As part of the Annual Report, the Company includes a comprehensive report on Corporate Governance, as mandated by Regulation 34 of the SEBI Listing Regulations. This report provides detailed information on the Company's governance structure, policies, and practices, giving stakeholders valuable insights into the Company's governance framework. Furthermore, the Company has obtained a Certificate from the Practicing Company Secretary confirming compliance with conditions of the Code of Corporate Governance as stipulated in Schedule V (E) of Listing Regulations and the same forms part of this Annual Report.

ANNUAL RETURN:

The copy of annual return will be placed on website of the Company i.e. www.saraswatisareedepot.com under Investor Relations menu once the same is filed with Registrar of Companies. The Annual Return for the year 2023-24 has been uploaded on the same link.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs of India.

RISK MANAGEMENT:

Business risk evaluation and management is an ongoing process within the organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection.

The Company's proactive risk management strategy is characterized by periodic reviews, robust mitigation controls, and a structured reporting mechanism, all of which serve to enhance the effectiveness of our overall risk management efforts.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. The Board has laid down policies and processes in respect of internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by your company for ensuring orderly and efficient conduct of business including adherence to your company's policies, safeguarding of the assets of your company, prevention & detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Company had appointed M/s. Ajit M Joshi, Chartered Accountants as Internal Auditor of the Company for FY 2024-25.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In strict compliance with Section 177(9) and (10) of the Companies Act, 2013, Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the SEBI (LODR) Regulations, 2015 our Company has instituted a comprehensive Vigil Mechanism and Whistleblower Policy. This framework is designed to empower our directors, employees, and other stakeholders to confidentially report any unethical behaviour, fraud, violations of our code of conduct, or other misdemeanours within the organization, thereby safeguarding victimization and promoting an ethical workplace. Whistle Blower Policy may be accessed on the company's website i.e. www.saraswatisareedepot.com under Investor Relations tab. We affirm that during the financial year 2024-25, no employee or Director was denied access to the Audit Committee.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has constituted Internal Complaints Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, comprising of senior executives of the company. During the year 2024-25 there was no complaint received before the committee.

The Company is committed to ensuring the health, safety, and welfare of all its employees, including female employees, in accordance with applicable laws and regulations.

In accordance with Section 5 of the Maternity Benefit Act, 1961 and Rule 16 of the Companies (Accounts) Rules, 2014, it is hereby stated that the provisions of the Maternity Benefit Act, 1961 are not applicable to the Company. This is because all eligible employees of the Company are covered under the Employees' State Insurance Act, 1948 (ESI Act), and are thereby entitled to maternity benefits as prescribed under the ESI Scheme.

The Company ensures that all eligible women employees receive the maternity benefits under the ESI Act and complies fully with the provisions of the said Act through timely contributions and facilitation of claims, wherever applicable.

A declaration signed by the CEO & Managing Director affirming compliance with the Company's Code of Conduct by the Directors and Senior Management for the financial year 2024-25 as required by Schedule V(D) of the Listing Regulations is included in the Corporate Governance Report.

Based on the framework of Internal Financial Controls (IFCs) and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of IFCs over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee of Directors, the Board is of the opinion that the Company's IFCs were adequate and effective during 2024-25.

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013 the Board of Directors state that:

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

b) 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 31st March, 2025 and of the profit of the Company for that period;

c) 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;

d) the Directors have prepared the annual accounts on a going concern basis;

e) 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

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

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - 1 which forms part of this Report.

• STATUTORY AUDITORS:

The members of the company at the 1st Annual General Meeting held on 31st December 2021, approved the appointment of Sanjay Vhanbatte & Company, Chartered Accountants, Kolhapur, (Membership No.: 044808), for a first term of 5 (five) years to hold office till the conclusion of 6th Annual General Meeting of the Company for the FY 2025-26. The Statutory Auditors have confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the Statutory Auditor. As required under Regulation 33(1)(d) of the Listing Regulations, the Statutory Auditors have also confirmed that they hold a valid certificate issued by Peer Review Board of the Institute of Chartered Accountants of India.

The report given by Sanjay Vhanbatte & Company, Chartered Accountants on the financial statements of the company for the financial year 2024-25 is a part of the Annual Report. The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditor's Report contains one qualification. The management acknowledges the auditor's observation. The Company operates in a high-volume, fast-moving inventory environment with a wide range of stock-keeping units (SKUs), particularly in the textile and garment trading segment. During the year under review, detailed quantitative stock records were not maintained in an integrated system format due to legacy manual processes and transition-related challenges. However, the closing inventory has been physically verified and appropriately valued at the year-end in accordance with applicable accounting standards and established internal procedures.

During the year under review, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is to be disclosed as required under Section 134 (3)(ca) of the Act.

• INTERNAL AUDITOR:

M/s Ajit M Joshi, Chartered Accountants, Kolhapur was appointed to conduct the internal audit of the company for the financial year 2024-25, as required under Section 138 of the Act 2013 and the Companies (Accounts) Rules, 2014.

The company has an internal control system, commensurating with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board and also to the Managing Director. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee and accordingly implementation has been carried out by the process owners.

• SECRETARIAL AUDITORS:

Ms Neha Avinash Marathe, Practicing Company Secretary, Pune was appointed to conduct the Secretarial Audit of the company for the financial year 2024-25, as required under section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR-3 for financial year 2024-2025 is appended which forms part of this Directors Report as Annexure-2. The company has received the Annual Secretarial Compliance Report from M/s. DVD & Associates, Practicing Company Secretaries, Pune as per the provisions of Regulation 24A of the Listing Regulations is appended which forms part of this Directors Report as Annexure-3.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their report.

The Statutory Auditors in their Audit report for Financial year ended 31st March, 2025 have given following qualification:

Management comments are as follows:

Further, the Secretarial Auditor has not raised any qualification, reservation, adverse remark or disclaimer.

The Board of Directors of the company has constituted the Corporate Social Responsibility Committee (CSR Committee), as per the requirement of the Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said committee has formulated the CSR Policy indicating the activities to be undertaken by the company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities. Additionally, the CSR Policy has been uploaded on the website of the company at www.saraswatisareedepot.com.

During the year 2024-25, the company was required to spend Rs. 57,82,169/- towards Corporate Social Responsibility. The Company has transferred the said amount to Unspent CSR Account within 30 days from the end of Financial Year as it pertains to ongoing project. The details of the same are provided in Annexure 4.

There are no proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016. There was no instance of a one-time settlement with any Bank or Financial Institution

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.