Your Directors are pleased to present the 47 th Annual Report together with the Audited Financial Statements for the year ended March 31, 2026 The Management Discussion and Analysis is also included in this Report.

1. COMPANY PERFORMANCE

Maris Spinners Limited is a leading spinning mill engaged in the manufacture of high-quality yarn for the domestic market, with captive renewable energy assets comprising wind and solar power generation facilities.

For the financial year under review, the Company reported gross revenue from operations of ''17,517.37 lakhs, compared with ''17,868.99 lakhs in the previous year. The operating loss before tax was ''216.43 lakhs, against ''164.69 lakhs in the previous year. The net loss for the year stood at ''141.59 lakhs, compared to a net loss of ''149.63 lakhs in the preceding year.

2. FINANCIAL HIGHLIGHTS Rs. in Lakhs

3. DIVIDEND AND RESERVES

In view of the loss incurred during the financial year 2025-26, the Board of Directors has not recommended any dividend on the equity shares of the Company.

4. INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED STANDARDS

In accordance with the Companies (Indian Accounting Standards) Rules, 2015, notified by the Ministry of Corporate Affairs (MCA) on 16 February 2015, the Company transitioned to and adopted Indian Accounting Standards (Ind AS) from the financial year 2017-18. The financial statements are prepared in compliance with the applicable Ind AS framework prescribed under the Act.

5. ANALYSIS AND REVIEW

Industry conditions and Review of operations

The Indian textile industry remains a vital contributor to the nation''s economy, generating significant employment, export earnings, and value addition. India is the world''s second-largest producer of textiles and garments and one of the largest exporters of textile products. The country is also the second-largest producer of cotton globally, providing a strong foundation for the domestic textile value chain.

The textile yarn industry, however, continues to face several challenges, including:

• Availability of quality raw materials;

• Volatility in cotton and other input prices, which impacts production costs, pricing strategies, and profitability; and

• Fluctuations in global demand and market conditions.

After experiencing subdued demand over the past two years, the Indian cotton spinning industry has shown signs of recovery in recent quarters. Cotton prices remained firm during the year, supported by sustained demand. Further, the implementation of the India-UK Free Trade Agreement is expected to enhance export opportunities for garments and made-ups, thereby benefiting the entire textile value chain and supporting growth in textile exports.

Company Outlook

The outlook for the coming year remains cautiously optimistic, although challenges relating to cotton prices, inflationary pressures, and global economic uncertainties persist. The Company expects cotton prices to remain relatively stable and continues to focus on operational agility and market responsiveness.

To strengthen its competitive position, the Company has aligned its production capabilities to manufacture yarn counts that are in demand and has developed the flexibility to switch between counts at short notice, thereby minimizing inventory risks and improving customer service.

The Company is also actively exploring opportunities to introduce value-added products to enhance margins and diversify its product portfolio. Continuous efforts are being undertaken to improve operational efficiencies, optimize costs, and rationalize processes with the objective of achieving improved financial and operational performance.

Opportunities and Risks

The Indian textile and apparel industry continues to operate in a challenging environment influenced by geopolitical developments, inflationary pressures, and fluctuations in commodity prices. These factors have affected consumer spending on apparel and home textiles in key export markets and have exerted pressure on liquidity across the textile value chain.

The Company''s performance remains sensitive to cotton prices, which are influenced by climatic conditions, crop output, and market dynamics. Any significant variation in cotton availability or pricing may impact yarn realizations and operating margins.

The industry also faces intense competition from global textile manufacturing hubs such as Vietnam and Bangladesh, which benefit from lower production costs. In addition, the fragmented nature of the industry and rising costs related to labour, land, finance, and raw materials continue to pose challenges.

Higher inflation, increased borrowing costs, fluctuations in cotton prices, and pressure on yam realizations may adversely affect profitability. The Company continues to closely monitor these risks and remains focused on cost optimization, operational efficiency, product diversification, and market development initiatives to mitigate their impact.

6. FINANCE AND ACCOUNTS

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the Companies Act, 2013, (the "Act") and other relevant provisions of the Act.

There is no auditor''s qualification in the financial statements for the year under review.

7. LISTING

The Equity Shares of your Company are listed at BSE Limited, Mumbai (BSE). The listing fees to the Stock Exchange and custodian fees to depositories viz. NDSL and CDSL have been paid within time by the Company.

8. CORPORATE GOVERNANCE

Pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance, together with the Auditors'' Certificate confirming compliance with the applicable provisions, forms an integral part of this Annual Report as Annexure I (Page No. 28).

9. EXTRACT OF ANNUAL RETURN

In accordance with Section 92 of the Companies Act, 2013, the Annual Return in Form MGT-7 for the financial year 2024-25 is hosted on the Company''s website, www.maris.co.in. The Annual Return for the financial year 2025-26 will be made available on the website after its filing with the Ministry of Corporate Affairs (MCA).

10. SHARE CAPITAL

The company''s paid-up capital as on 31-3-2026 was 7924760 Equity Shares of ''10 each amounting to ''7,92,47,600/- after taking into account forfeiture of 247600 Equity Shares of ''10 each made on 9th June 2021.

11. DIRECTORS

During the year under review, Mr. R. Thangamariappan (DIN: 11157167) and Mr. R. S. Ganapathi (DIN: 11158900) were appointed as Technical Directors (Non-Promoter and Executive Directors). Further, Mrs. Sumathi Viswanathan (DIN: 11220982) was appointed as an Independent Director. Consequent to these appointments, the strength of the Board increased to 11 Directors.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Harigovind and Mrs. Dhamayanthi Ananthakumar retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, that of its committees, and individual Directors, based on the criteria recommended by the Nomination and Remuneration Committee.

The evaluation framework covered various aspects, including the Board''s composition and structure, effectiveness of its processes, quality of information flow, functioning of Committees, Board-Management relationship, and discharge of roles and responsibilities.

The performance of individual Directors, including Independent Directors, was assessed based on parameters such as attendance and participation at Board and Committee meetings, contribution of domain expertise, strategic guidance, and commitment to corporate governance and compliance requirements.

The performance evaluation of the Chairman also included leadership effectiveness, strategic direction, promotion of the Company''s image and values, and fostering a constructive relationship between the Board and Management.

The evaluation was conducted through a structured assessment process approved by the Nomination and Remuneration Committee and was considered comprehensive and appropriate to the size, composition, and responsibilities of the Board and its Committees.

13. KEY MANAGERIAL PERSONNEL

The following are the key managerial personnel of the Company:

14. NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, four meetings of the Board of Directors were held on 28th May 2025, 1st August 2025, 12th November 2025, and 11th February 2026. The gap between any two consecutive meetings did not exceed the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

The particulars of loans, guarantees, and investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes to the Financial Statements. During the financial

year 2025-26, the Company did not grant any loans or provide any guarantees falling within the scope of Section 186.

16. CAPITAL SUBSIDY RECEIVED FROM THE GOVERNMENT

The Company was sanctioned a capital subsidy of ''5.74 crores by the Government of Karnataka for the Unit I at Hunsur, Mysore Dt., Karnataka. The entire sanctioned amount was received during the financial year under review.

17. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances.

18. RELATED PARTY TRANSACTIONS

All related party transactions during the year under review were entered into in the ordinary course of business and on an arm''s length basis. Accordingly, the provisions of Section 188 of the Companies Act, 2013 are not attracted, and disclosure in Form AOC-2 is not required. Further, there were no material related party transactions with Promoters, Directors, or Key Managerial Personnel during the year.

The Company has established a structured framework for the identification, monitoring, and reporting of related party transactions through Standard Operating Procedures.

All related party transactions are placed before the Audit Committee and the Board for approval. Omnibus approvals are obtained on a quarterly basis for transactions of a repetitive nature. Transactions executed under such approvals are periodically reviewed by the Risk Assurance function, and a consolidated statement of related party transactions is submitted to the Audit Committee and the Board for review and approval on a quarterly basis.

19. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, and based on the information and explanations made available, the Directors confirm that:

(i) in the preparation of the annual accounts for the year ended 31 March 2026, the applicable accounting standards have been followed along with proper explanations for any material departures, and have been applied consistently. Judgements and estimates have been made on a reasonable and prudent basis to present a true and fair view of the state of affairs of the Company as at 31 March 2026 and of the loss for the year ended on that date;

(ii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iii) the annual accounts have been prepared on a going concern basis;

(iv) the Directors have laid down internal financial controls to be followed by the Company and such controls are adequate and were operating effectively; and

(v) the Directors have devised proper systems to ensure compliance with applicable laws and that such systems are adequate and operating effectively.

20. OTHER STATUTORY DISCLOSURES Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy is available at www.maris.co.in. Please refer Annexure 2 (Page No. 35) for information other disclosures.

21. AUDITORS

a. Statutory Auditors

M/s Raghavan, Chaudhuri & Narayanan, Chartered Accountants, Bengaluru (Firm Registration No. 007761S), were appointed as Statutory Auditors of the Company for a term of four consecutive financial years, from the conclusion of the 44th Annual General Meeting held in 2023 until the conclusion of the 48th Annual General Meeting to be held in 2027, at such remuneration as may be approved by the Board of Directors.

b. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company continues to maintain cost records relating to its textile operations and carries out cost audits on an annual basis.

Based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s A. Gopala Iyengar, Cost Accountants, as Cost Auditor of the Company for the financial year 2026-27. A resolution seeking members'' approval for appointment and for the remuneration payable to the Cost Auditor is included in the Notice convening the Annual General Meeting. The Board recommends the said appointment.

c. Secretarial Auditor

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. V. K. Shankararamann, Company Secretary in Practice (PCS No. 5255), was appointed by the shareholders at the Annual General Meeting held on 29 August 2025 to conduct the Secretarial Audit of the Company for a period of five years from 1 April 2025 to 31 March 2030 (covering financial years 2025-26 to 2029-30).

In accordance with Section 204 of the Companies Act, 2013 and the rules made thereunder, the Secretarial Audit Report for the financial year 2025-26, issued by Mr. V. K. Shankararamann, Company Secretary in Practice, is annexed to this Report as Annexure 3 (Page No. 39) and forms an integral part thereof. The report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an effective internal control and risk mitigation framework, which is continuously reviewed and strengthened through the introduction and revision of standard operating procedures. The internal control system is commensurate with the size, scale, and complexity of its operations.

The internal and operational audit function is entrusted to M/s S.N.S. Associates, Chennai, and Ms. B. Romi Vincy, Trichy, Chartered Accountants. The internal audit process primarily focuses on evaluating internal controls, assessing risks, reviewing business processes, and benchmarking practices against industry standards.

The Audit Committee of the Board periodically reviews the adequacy and effectiveness of the internal control systems and recommends measures for improvement. The Company also maintains a robust Management Information System, which forms an integral part of its overall control framework.

Internal audit findings, along with corrective actions taken by management, are periodically reported to the Audit Committee, Statutory Auditors, and Business Heads. Significant audit observations and management responses are placed before the Audit Committee for review, thereby enabling effective oversight and assurance to the Board.

23. RISK MANAGEMENT

The Company has established a structured risk management framework that defines its approach to identifying, assessing, monitoring, and mitigating risks. The framework also includes periodic review of key risks, documentation of mitigating controls, and an effective reporting mechanism.

The key risks faced by the Company are outlined below:

Financial Risks

The Company is exposed to interest rate fluctuations and has adopted a prudent and conservative risk mitigation strategy to optimize borrowing costs and minimize interest expense.

Commodity Price Risks

The Company is exposed to volatility in the prices of raw materials and finished goods. These risks are managed through effective inventory management, proactive vendor development, and operational efficiencies. The Company''s strong reputation for quality, product differentiation, service levels, and a well-established marketing network further helps in mitigating the impact of price volatility on finished goods.

Regulatory Risks

The Company is subject to risks arising from various statutes and regulatory frameworks, including the Competition Act. These risks are mitigated through continuous monitoring of regulatory developments and regular compliance reviews.

Human Resource Risks

Retention of existing talent and attraction of skilled personnel remain key focus areas. The Company addresses these risks through structured talent management initiatives, training programmes, and continuous learning and development interventions.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the losses incurred during the financial year 2025-26, the provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 are not applicable to the Company for the year under review.

25. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally sustainable and safe operations. Its policy emphasizes conducting business activities in a manner that ensures the safety of all stakeholders, compliance with applicable environmental regulations, and the conservation of natural resources.

26. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

As on 31 March 2026, there are no proceedings either initiated by or pending against the Company under the Insolvency and Bankruptcy Code, 2016, as amended, before the National Company Law Tribunal or any other court.

27. PUBLIC DEPOSITS

During the year under review your company has not accepted any public deposits under Chapter V of the Companies Act, 2013.

28. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence, and dedication demonstrated by its employees across all areas of its operations.

The Company remains committed to attracting, developing, and retaining talent through robust learning and organizational development initiatives. These initiatives, driven by the Corporate Human Resources function, serve as a key pillar in supporting the Company''s growth and long-term sustainability.

29. COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee is set out below and is also disclosed in the Corporate Governance Report.

The Audit Committee was re-constituted with effect from 12 November 2025, and the current composition is as follows:

Sri S. Kalyanaraman - Chairman

Sri S. Swaminathan - Member

Sri Parag H. Udani - Member

Smt Sumathi V - Member

30. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee is set out below and is also disclosed in the Corporate Governance Report.

The Committee was re-constituted with effect from 11 February 2026, and the present composition is as follows:

Sri Parag H. Udani - Chairman

Sri S. Swaminathan - Member

Sri S. Kalyanaraman - Member

Sri T. Jayaraman - Member

Smt. Dhamayanthi Ananthakumar - Member

31. COMPOSITION OF STAKE HOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is set out below and is also disclosed in the Corporate Governance Report.

The Committee was re-constituted with effect from 11 February 2026, and the present composition is as follows:

Sri S. Swaminathan - Chairman

Sri Parag H. Udani - Member

Sri S. Kalyanaraman - Member

Sri A. Harigovind - Member

Sri Adithya Raghuraman - Member

32. PREVENTION OF INSIDER TRADING

The Company has adopted a Code for Prevention of Insider Trading with a view to regulating trading in its securities by Directors and designated employees. The Code mandates pre-clearance for transactions in the Company''s shares and prohibits the purchase or sale of shares by Directors and designated employees while in possession of unpublished price sensitive information relating to the Company.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant or material orders were passed by regulators, courts, or tribunals that would have an impact on the going concern status or future operations of the Company.

34. STATUTORY INFORMATION

The information on conservation of energy, technology absorption, and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is provided in the Annexure to this Report.

The particulars required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of the Directors'' Report for the year ended 31 March 2026, are furnished in a separate Annexure (Annexure 4) to this Report.

The statement containing information as required under Rule 5(2) and (3) of the said Rules also forms part of this Annual Report.

The Annual Report for the financial year 2025-26 is being circulated to shareholders through electronic mode. Shareholders desiring a physical copy may write to the Company Secretary at the Registered Office of the Company.

35. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company maintains zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2025-26, no complaints of sexual harassment were received or disposed of.

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

36. CONSERVATION OF ENERGY

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy are furnished in Form "A" (See Rule 2).

37. Disclosures Pertaining To Remuneration And Other Details As Required Under Section 197 (12) Of The Companies Act, 2013 Read With Rules 5 (1) Of The Companies (Appointment And Remuneration Of Managerial Personnel) Rules 2014 Are Provided In The Annual Report.

38. TECHNOLOGY ABSORPTION

There was no technology absorption during the year under review.

39. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange earnings : Nil Foreign exchange outgo : ''6.09 lakhs ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation to the Banks, Customers, Government Authorities, Suppliers, and Shareholders for their continued support and cooperation.

The Directors also express their gratitude to all employees of the Company for their dedication, commitment, and valuable contribution to the Company''s performance.

Your Directors are pleased to present the 46th Annual Report together with the Audited Financial Statements
for the year ended March 31, 2025 The Management Discussion and Analysis is also included in this Report.

1. COMPANY PERFORMANCE

Maris Spinners Limited (Your Company) is a leading spinning mill manufacturing high quality yarn for the
domestic market with interests in Wind and Solar Energy Generation for captive use. The Gross Revenue
from operations stood at Rs.17,868.99 lakhs compared with 16,699.44 lakhs during the Previous Year. The
Operating Profit/(loss) before tax stood at (Rs. 164.69) lakhs as against (Rs. 1,326.58) lakhs during the
Previous Year. The Net Profit/(Loss) for the year stood at (Rs. 149.63) against (Rs. 899.05 lakhs)) lakhs
reported during the Previous Year.

2. FINANCIAL HIGHLIGHTS Rs. in Lakhs

3. DIVIDEND AND RESERVES

No dividend were declared for the current financial year (2024-25) due to loss incurred by the company.

4. INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED STANDARDS

Pursuant to the notification of the Companies (Indian Accounting Standard) Rules, 2015 by the Ministry
of Corporate Affairs (MCA) on 16 February 2015, the company has adopted IND AS (Indian Accounting
standards) from the financial year 2017-18.

5. ANALYSIS AND REVIEW

Industry conditions and Review of operations

The Indian textile industry is a significant part of the country''s economy, contributing to both GDP and
employment, and is a major global exporter.

India holds a significant position in the global textile industry, being the world''s second-largest producer
of textiles and garments, and a major exporter of textiles and apparel. India is also the second-largest
producer of cotton globally. The Indian textile industry contributes significantly to the country''s economy,
employing millions and generating substantial revenue.

The yarn market is growing due to consumer demand, technological advancements and sustainable
manufacturing practices.

However, the yarn market faces several challenges.

1. Raw material availability

2. Price volatility - The prices of raw materials can be volatile, influencing production costs and
pricing strategies for textile yarns. This volatility poses a challenge for manufacturers in managing
their operations and maintain profitability.

Cotton production in India is projected to reach 7.2 million tonnes by 2030 driven by increased demand
from consumers.

Textile manufacturing in India has been steadily recovering amid the pandemic.

Company Outlook

The Indian textile industry is one of the largest and most dynamic sectors in the world. With its rich
cultural heritage and diverse production capabilities, India is poised to become a global textile leader
by 2025. As we move into the future, several key trends and innovations are shaping the trajectory of
the industry. The Indian textile industry''s outlook for 2025, is focusing on growth prospects, emerging
trends, and the role of sustainability and technology..

The Company has also made adjustments to ensure we are in position to produce counts of yarn that
are in demand and able to switch counts at short notice to meet demand as opposed to produce and
store.

The Company is also continually exploring ways to introduce value added products to help expand
margins.

The Company is making all efforts to reduce costs and rationalize operations to have a positive effect
and give better operational results.

Opportunities and Risks

The Indian textile and apparel industry has been adversely impacted in the short to medium-term due
the ongoing Ukraine-Russia war, overall increase in commodity prices and un-precedented double digit
inflation as being experienced in western countries, resulting in lower consumer spends on apparels and
made ups. The sector is reeling under liquidity crisis due to cost pressure and related factors.

Challenges to Overcome

High Raw Material Costs: The cost of raw materials such as cotton and man-made fibers continues to
fluctuate, impacting profitability.

Infrastructure Gaps: Despite improvements, the textile industry still faces challenges related to infrastructure,
logistics, and outdated machinery in some regions.

Environmental Concerns: While sustainability is a growing trend, more efforts are needed to reduce water
and energy consumption in textile manufacturing.

6. FINANCE AND ACCOUNTS

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS)
as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the
Companies Act, 2013, (the "Act") and other relevant provisions of the Act.

There is no auditor''s qualification in the financial statements for the year under review.

7. LISTING

The Equity Shares of your Company are listed at BSE Limited, Mumbai (BSE). The listing fees to the
Stock Exchange and custodian fees to depositories viz. NDSL and CDSL have been paid within time
by the Company.

8. CORPORATE GOVERNANCE

As per Regulation 17 of the Listing Regulation with the Stock Exchanges, a separate section on Corporate
Governance practices followed by the Company, together with a certificate from the Company''s Auditors
confirming compliance forms an integral part of this Reports Annexure 4 (Page No. 31).

9. EXTRACT OF ANNUAL RETURN

The copy of MGT 7- Annual Return as required under Section 92 of the Companies Act, 2013, is placed
in the web site of the Company (relating to financial year 2024), the web link is www.maris.co.in. The
current year MGT 7 will be displayed in the web site after the form has been filed with MCA.

10. SHARE CAPITAL

The company''s paid-up capital as on 31-3-2025 was 7924760 Equity Shares of Rs. 10 each amounting
to Rs. 7,92,47,600/- after taking into account forfeiture of 247600 Equity Shares of Rs. 10 each.

11. DIRECTORS

During the year no change in the directors and same directors are continuing. Mr. T Jayaraman, Director
is retiring by rotation and being eligible for reappointment offer himself for re-appointment.

12. BOARD EVALUATION

During the year, a formal process for annual evaluation of performance of Board, its committees and
directors was carried out as per the criteria laid down by the Nomination and Remuneration Committee,
pursuant to the provisions of the Companies Act, 2013 (C A 2013) and Clause 49 of the Listing
Agreement as applicable at that time.

The criteria of evaluation of Board and its Committees were founded on the structure, composition, Board
Management relationship, effectiveness in terms of roles and responsibilities and processes encompassing
the information flow and functioning. The guiding standards for the assessment of performance of
Directors (including the independent Directors) their attendance and participation at Board Meetings,
sharing of their relevant domain expertise and net workings in other forums, the strategic inputs and
demonstration towards governance compliances.

For evaluation of performance of the Chairman additional aspects like Institutional image buildings,
proving guidance on strategy and performance, maintaining an effective and healthy relationship between
the Board and the Management were taken into consideration. The evaluation was carried out through
a structured methodology approved by the Nomination and Remuneration Committee after ensuring that
the aspects under each of the laid down criteria are comprehensive and commensurate with the size of
the Board and the Committee.

13. KEY MANAGERIAL PERSONNEL

The following are the key managerial personnel of the Company:

14. NUMBER OF MEETINGS OF THE BOARD

During the year six meetings of the Board of Directors were held on 29th May 2024, 09th August 2024,
29th August 2024, 9th November 2024, 12th February 2025 & 28th March 2025.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans (nil) Guarantees (nil) and Investments covered under the provisions of Section 186
of the Companies Act, 2013 during the year 2024-25 are given in the notes to Financial Statements.

16. SUBSIDY RECEIVED FROM THE GOVERNMENT

The Company has received the sanction from the Karnataka Government towards Capital subsidy of
Rs. 7.17 Crs vide sanction letter dated 19.08.2024 and interest subsidy of Rs.2.33 Crs vide sanction
letter dated 25.02.2025. Part amount has been received the details thereof are given in the notes to
the accounts (Ref. Note 11)

17. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances.

18. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis and
in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013
are not attracted. Thus, disclosure in form AOC - 2 is not required. Further, there are no material related
party transactions during the year under review with the promoters, Directors or Key Managerial
Personnel.

The Company has developed a Related Party Transactions framework through Standard Operating
Procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval.
Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature.
Transactions entered into pursuant to Omnibus approval are audited by the Risk Assurance Department
and a statement giving details of all Related Party Transactions are placed before the Audit Committee
and Board for review and approval on a quarterly basis.

19. DIRECTOR''S RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them,
your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act,
2013.

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures,
if any and applied them consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,
2025 and of the profit of the Company for the year ended on that date.

(ii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

(iii) the annual accounts have been prepared on a going concern basis;

(iv) that the 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

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

20. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy
for selection and appointment of Directors, Senior Management and their remuneration. The Company''s
policy on appointment and remuneration including criteria for determining qualifications, positive
attributes and independence are provided in the Corporate Governance Report forming part of this
Report. The policy is given as Annexure 2 (Page No. 37).

21. AUDITORS

a. STATUTORY AUDITORS

M/s Raghavan, Chaudhuri & Narayanan Chartered Accountants, Bengaluru (Firm Registration No:
007761S) were appointed as Statutory Auditor of the Company for a period of 5 (Five) consecutive
financial years, from the conclusion of the 44th Annual General Meeting of the Company in the year
2023 until the conclusion of the 48th Annual General Meeting of the Company in the year 2027 at a
remuneration to be fixed by the Board of Directors.

b. COST AUDITOR

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your
Company has been carrying out audit of cost records relating to textile mill every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. A.Gopala
Iyengar, Cost Accountants as Cost Auditor to audit the cost accounts of the Company for the financial
year 2025-26. As required under the Companies Act, 2013, a resolution seeking member''s approval for
the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General
Meeting. The Board recommends their appointment as an ordinary resolution.

c. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the
Secretarial Audit Report for the year 2024-25 issued by Mr. Sankararamann Practicing Company
Secretary is included as Annexure 3 (Page No. 42) and forms an integral part of this Report.

As per LODR 2015 regulations, Mr. V.K. Shankararamann, Company Secretary in Practice (PCS.No.
5255) being appointed as practicing company secretary for a period of 5 years from 1-4-2025 to
31-3-2030 (Financial year 25-26 to financial year 2029-2030) to undertake the Secretarial Auditor of
the Company and resolution is included in the Notice of Annual General meeting for the approval of
the shareholders.

There is no secretarial audit qualification for the year under review.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed
and strengthened with new/revised standard operating procedures. The Company''s internal control system
is commensurate with its size, scale and complexity of its operations. The internal and operational audit
is entrusted to M/s S.N.S. Associates, Chennai and Ms. B Romi Vincy, Trichy, a reputed firm of Chartered
Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and
business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements to strengthen them. The Company has a robust
Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are
periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role

in providing assurance to the Board of Directors. Significant audit observations and corrective actions
taken by the management are presented to the Audit Committee of the Board.

23. RISK MANAGEMENT

The risk management framework defines the risk management approach of the Company and includes
periodic review of such risks and also documentation, mitigating controls and reporting mechanism of
such risks.

Some of the risks that the Company is exposed to are:

Financial Risks

Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation
strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The
Company proactively manages these risks through inventory management and proactive vendor development
practices. The Company''s reputation for quality, product differentiation and service, coupled with
existence of powerful brand image with robust marketing network mitigates the impact of price risk on
finished goods.

Regulatory Risks

The Company is exposed to risks attached to various statutes and regulations including the Competition
Act. The company is mitigating these risks through regular review of legal compliances.

Human Resource Risks

Retaining the existing talent pool and attracting new talent are major risks.

The Company has initiated various measures including rolling out strategic talent management system,
training and integration of learning and development activities.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the company incurred losses for the financial year 2024-25, the compliance under CSR is not
applicable for the year under review.

25. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s
policy requires conduct of operations in such a manner, so as to ensure safety of all concerned,
compliances environmental regulations and preservation of natural resources.

26. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

There are no proceedings either filed by the Company or against the Company pending under the
Insolvency and Bankruptcy Code 2016 as amended before the National Company Law Tribunal or other
Courts as on 31 March 2025.

27. PUBLIC DEPOSITS

During the year under review your company has not accepted any public deposits under Chapter V of
the Companies Act, 2013.

28. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in
all areas of business.

The Company has a structured induction process at all locations and management development programs
to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in
place for senior management staff.

The Company is committed to nurturing, enhancing and retaining top talent through Superior Learning
& Organizational Development. This is a part of Corporate HR function and is a critical pillar to support
the organization''s growth and its sustainability in the long run.

29. COMPOSITION OF AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee is as under and is also included in
the Corporate Governance Report. The present Director / Member are given below:

The details of Audit Committee are as under and also included in the Corporate Governance Report.
The present Director / Member are given below:

NAME OF DIRECTOR/MEMBER

Sri. S. Kalyanaraman - Chairman
Sri . S. Swaminathan.

Sri. Parag H Udani

30. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is re-constituted with effect from 29.03.2024 and the
details are as under and also included in the Corporate Governance Report. The present Director /
Member are given below:

NAME OF DIRECTOR/MEMBER

Sri. Parag H Udani - Chairman

Sri. S. Swaminathan

Sri. S. Kalyanaraman

Sri. T Jayaraman

Smt. Ananthakumar Dhamayanthi

31. COMPOSITION OF STAKE HOLDERS RELATIONSHIP COMMITTEE

The Stake Holders Relationship Committee was reconstituted with effect from 14.05.2022 and the details
are as under and also included in the Corporate Governance Report. The present Director / Member
are given below:

NAME OF DIRECTOR/MEMBER

Sri. S. Swaminathan - Chairman

Sri. Parag H Udani

Sri. S. Kalyanaraman

Sri. A. Harigovind

Sri. Adithya Raghuraman

32. PREVENTION OF INSIDER TRADING

The Company is having a code for prevention of Insider Trading with a view to regulate the trading
in securities by the Directors and designated employees of the Company. The code requires pre-clearance
of for dealing in the company''s shares and prohibits the purchase or sale company''s shares by the
Directors and designated employees while in possession of unpublished price sensitive information in
relation to the Company.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant material orders were passed by the regulators or courts
or tribunals impacting the going concern status and future operations of the Company.

34. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with the Rule 8 (3) of the
Companies (Accounts) Rules, 2014 is given in Annexure to this Report.

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part
of the Director''s Report for the year ended March 31, 2025 is given in a separate Annexure to this Report.

The statement containing information as required under Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. The annual
Report 2024-25 is being sent to the shareholders through email. Any shareholder interested in obtaining
the hard copy of the same write to the Company Secretary at the Registered Office of the Company.

35. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at its workplace and has adopted a Policy on
prevention, prohibition and redressal of sexual harassment at the work place in line with the Provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace.
The following is a summary of sexual harassment complaints received and disposed off during the year
2024-25;

1. Number of complaints received during the year - Nil

2. No of complaints disposed off - Nil

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits) Rules, 2014.

Acknowledgement

Your Directors thank the Banks, Customers, Government Authorities, Suppliers and Shareholders for their
support. Your directors also place on record their appreciation for the committed services by the employees
of the Company.

By Order of the Board

T. RAGHURAMAN T. JAYARAMAN

Managing Director Director

[DIN 01722570] [DIN 01402853]

Place : Chennai N. SRIDHARAN

Date : 01.08.2025 Company Secretary

and Compliance Officer
FCS 1646

Your Directors are pleased to present the 45th Annual Report together with the Audited Financial Statements
for the year ended March 31, 2024 The Management Discussion and Analysis is also included in this Report.

1. COMPANY PERFORMANCE

Maris Spinners Limited (Your Company) is a leading spinning mill manufacturing high quality yarn for the
domestic market with interests in Wind and Solar Energy Generation for captive use. The Gross Revenue
from operations stood at Rs. 16,699.44 lakhs compared with 14,995.12 lakhs during the Previous Year. The
Operating Profit/(loss) before tax stood at (1,326.58) lakhs as against (Rs. 1,569.09) lakhs during the
Previous Year. The Net Profit/(Loss) for the year stood at (Rs. 899.05 lakhs) against (Rs.1,120.09) lakhs
reported during the Previous Year.

2. FINANCIAL HIGHLIGHTS Rs. in Lakhs

3. DIVIDEND AND RESERVES

No dividend were declared for the current financial year (2023-24) due to loss incurred by the company.

4. INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED STANDARDS

Pursuant to the notification of the Companies (Indian Accounting Standard) Rules, 2015 by the Ministry
of Corporate Affairs (MCA) on 16 February 2015, the company has adopted IND AS (Indian Accounting
standards) from the financial year 2017-18.

5. ANALYSIS AND REVIEW

Industry conditions and Review of operations

In India, the manufacturing sector, contributing 16% of GDP, has been hit by rising raw material costs
and weak demand, despite bright growth elsewhere.

The Textile Industry is facing exceptional and unprecedented challenging conditions. Due to considerable
volatility in cotton prices and low demand for fabrics, yarn prices fell substantially. There is a rise of
demand for low-cost products having sustainable and environment - friendly production processes.
Consumers are seeking products that are made from renewable materials and from sustainable manufacturing
processes.

Economic uncertainties, supply chain disruption and increased operational costs have collectively
contributed to the distress faced by the spinning mills. The adverse impact of these challenges has been
further exacerbated by a decline in demand both domestically and internationally.

The biggest threat to cotton products is competition from other low-cost man made fibres. Consumers
are shifting their focus to low-cost products which has led to intense competition and pricing pressure
in the global textile industry.

There is a high cost to comply with environmental, social and labour regulations which can be costly
and time consuming.

Further the textile industry is highly sensitive to global economic conditions and can be significantly
impacted by global demand and pricing.

The industry has sought duty free imports of cotton, an interest subsidy on bank loans and expansion
of production linked incentives to face the crisis.

Company Outlook

The coming year will be challenging with respect to cotton pricing. The Company expects the cotton
prices to remain less volatile .We must navigate the challenging period by differentiating ourselves
The overall global economic outlook is not encouraging due to numerous factors viz., overall increase
in commodity prices) and an un-precedented double digit inflation as being experienced in western
countries for the very first time in decades, The domestic demand for cotton products including apparels
will take a huge hit due to high inflationary trend as currently being experienced in India.

The Company has also made adjustments to ensure we are in position to produce counts of yarn that
are in demand and able to switch counts at short notice to meet demand as oppose to produce and store.

The Company is also continually exploring ways to introduce value added products to help expand
margins.

The Company is making all efforts to reduce costs and rationalize operations to have a positive effect
and give better operational results.

Opportunities and Risks

The Indian textile and apparel industry has been adversely impacted in the short to medium -term due
the ongoing Ukraine-Russia war, overall increase in commodity prices and un-precedented double digit
inflation as being experienced in western countries, resulting in lower consumer spends on apparels and
made ups. The sector is reeling under liquidity crisis due to cost pressure and related factors.

The cotton price is subject to climatic conditions and market volatility. The probable impact of climatic
conditions in current year is expected to have a bearing on the cotton prices and yarn rates too.

Exports may get affected due to global sentiments, inflationary pressure. Power shortage and Labour
shortage (migration of labour) are major concerns, which could have major impact on operations of the
industry.

Higher inflation, increase in borrowing cost, cost of Raw Material viz. cotton and price of finished
product viz. yarn would have adverse impact on profit margin of the company.

6. FINANCE AND ACCOUNTS

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS)
as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the
Companies Act, 2013, (the "Act") and other relevant provisions of the Act.

There is no auditor''s qualification in the financial statements for the year under review.

7. LISTING

The Equity Shares of your Company are listed at BSE Limited, Mumbai (BSE). The listing fees to the
Stock Exchange and custodian fees to depositories viz. NDSL and CDSL have been paid within time
by the Company.

8. CORPORATE GOVERNANCE

As per Regulation 17 of the Listing Regulation with the Stock Exchanges, a separate section on Corporate
Governance practices followed by the Company, together with a certificate from the Company''s Auditors
confirming compliance forms an integral part of this Reports Annexure 1 (Page No. 33).

9. EXTRACT OF ANNUAL RETURN

The copy of MGT 7- Annual Return as required under Section 92 of the Companies Act, 2013, is placed
in the web site of the Company (relating to financial year 2023 ), the web link is www.maris.co.in. The
current year MGT 7 will be displayed in the web site after the form has been filed with MCA.

10. SHARE CAPITAL

The company''s paid-up capital as on 31-3-2024 was 7924760 Equity Shares of Rs. 10 each amounting
to Rs. 7,92,47,600/- after taking into account forfeiture of 247600 Equity Shares of Rs. 10 each.

11. DIRECTORS

During the year Mrs. Dhamayanthi Ananthakumar (DIN: 08461584] who is retiring by rotation at the
forthcoming Annual General Meeting, being eligible offer herself for re-appointment.

During the year, the tenure of Mr Adithya Raghuraman, wholetime director expiring on 29-06-2024 and
he is being reappointed for a further period of three years with effect from 30-06-2024 to 29-06-2027,
and the company has received a notice from a shareholder proposing his appointment as wholetime
director.

During the year Mr. Anandkumar Rengaswamy (DIN 00075375) has resigned from the office of
Managing Director with effect from 22-09-2023 due to other business commitments and Mr T Raghuraman
(DIN 01722570) whole time Director was appointed as Managing Director with effect from 23-09-2023.

The Board conveys its appreciation to Mr Anandkumar Rengaswamy for the excellent and dedicated
services done to the company during his tenure as Managing Director.

The tenure of independent directors namely Mr. Parag Udani and Mr. S Kalyanaraman are expiring on
29-5-2024 and tenure of Mr S Swaminathan independent director is expiring on 20-06-2024. The
Company has received notice from the shareholders proposing their appointment as independent directors.
The Board recommends the reappointment of three independent directors for further period 5 years from
the expiry date by way of special resolution.

12. BOARD EVALUATION

During the year, a formal process for annual evaluation of performance of Board, its committees and
directors was carried out as per the criteria laid down by the Nomination and Remuneration Committee,
pursuant to the provisions of the Companies Act, 2013 (C A 2013) and Clause 49 of the Listing
Agreement as applicable at that time.

The criteria of evaluation of Board and its Committees were founded on the structure, composition, Board
Management relationship, effectiveness in terms of roles and responsibilities and processes encompassing
the information flow and functioning. The guiding standards for the assessment of performance of
Directors (including the independent Directors) their attendance and participation at Board Meetings,
sharing of their relevant domain expertise and networkings in other forums, the strategic inputs and
demonstration towards governance compliances.

For evaluation of performance of the Chairman additional aspects like Institutional image buildings,
proving guidance on strategy and performance, maintaining an effective and healthy relationship between
the Board and the Management were taken into consideration. The evaluation was carried out through
a structured methodology approved by the Nomination and Remuneration Committee after ensuring that
the aspects under each of the laid down criteria are comprehensive and commensurate with the size of
the Board and the Committee.

13. KEY MANAGERIAL PERSONNEL

The following are the key managerial personnel of the Company:

14. NUMBER OF MEETINGS OF THE BOARD

During the year six meetings of the Board of Directors were held on 15th May 2023, 11th August 2023,
26th August 2023, 7th November 2023, 12th February 2024 & 29th March 2024.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans (nil) Guarantees (nil) and Investments covered under the provisions of Section 186
of the Companies Act, 2013 during the year 2023-24 are given in the notes to Financial Statements.

16. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances.

17. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis and
in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013
are not attracted. Thus, disclosure in form AOC - 2 is not required. Further, there are no material related
party transactions during the year under review with the promoters, Directors or Key Managerial
Personnel.

The Company has developed a Related Party Transactions framework through Standard Operating
Procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval.
Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature.
Transactions entered into pursuant to Omnibus approval are audited by the Risk Assurance Department
and a statement giving details of all Related Party Transactions are placed before the Audit Committee
and Board for review and approval on a quarterly basis.

18. DIRECTOR''S RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them,
your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act,
2013.

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material departures,
if any and applied them consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,
2024 and of the profit of the Company for the year ended on that date.

(ii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

(iii) the annual accounts have been prepared on a going concern basis;

(iv) that the 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

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

19. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy
for selection and appointment of Directors, Senior Management and their remuneration. The Company''s
policy on appointment and remuneration including criteria for determining qualifications, positive
attributes and independence are provided in the Corporate Governance Report forming part of this
Report. The policy is given as Annexure 2 (Page No. 39).

20. AUDITORS

a. STATUTORY AUDITORS

M/s Raghavan, Chaudhuri & Narayanan Chartered Accountants, Bengaluru (Firm Registration No:
007761S) were appointed as Statutory Auditor of the Company for a period of 4 (Four) consecutive
financial years, from the conclusion of the 44th Annual General Meeting of the Company in the year
2023 until the conclusion of the 48th Annual General Meeting of the Company in the year 2027 at a
remuneration to be fixed by the Board of Directors.

b. COST AUDITOR

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your
Company has been carrying out audit of cost records relating to textile mill every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. A.Gopala
Iyengar, Cost Accountants as Cost Auditor to audit the cost accounts of the Company for the financial
year 2024-25. As required under the Companies Act, 2013, a resolution seeking member''s approval
for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General
Meeting. The Board recommends their appointment as an ordinary resolution.

c. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the
Company has appointed Mr. V.K. Shankararamann, Company Secretary in Practice (PCS.No. 5255)
to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as
Annexure 3 (Page No. 44) and forms an integral part of this Report.

There is no secretarial audit qualification for the year under review.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed
and strengthened with new/revised standard operating procedures. The Company''s internal control system
is commensurate with its size, scale and complexity of its operations. The internal and operational audit
is entrusted to M/s S.N.S. Associates, Chennai and Ms. B Romi Vincy, Trichy, a reputed firm of Chartered
Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and
business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements to strengthen them. The Company has a robust
Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are
periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role
in providing assurance to the Board of Directors. Significant audit observations and corrective actions
taken by the management are presented to the Audit Committee of the Board.

22. RISK MANAGEMENT

The risk management framework defines the risk management approach of the Company and includes
periodic review of such risks and also documentation, mitigating controls and reporting mechanism of
such risks.

Some of the risks that the Company is exposed to are:

Financial Risks

Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation
strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The
Company proactively manages these risks through inventory management and proactive vendor development
practices. The Company''s reputation for quality, product differentiation and service, coupled with
existence of powerful brand image with robust marketing network mitigates the impact of price risk on
finished goods.

Regulatory Risks

The Company is exposed to risks attached to various statutes and regulations including the Competition
Act. The company is mitigating these risks through regular review of legal compliances.

Human Resource Risks

Retaining the existing talent pool and attracting new talent are major risks.

The Company has initiated various measures including rolling out strategic talent management system,
training and integration of learning and development activities.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the company incurred losses for the financial year 2022-23, the compliance under CSR is not
applicable for the year under review.

24. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The
Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned,
compliances environmental regulations and preservation of natural resources.

25. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

There are no proceedings either filed by the Company or against the Company pending under the
Insolvency and Bankruptcy Code 2016 as amended before the National Company Law Tribunal or other
Courts as on 31 March 2024.

26. PUBLIC DEPOSITS

During the year under review your company has not accepted any public deposits under Chapter V of
the Companies Act, 2013.

27. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in
all areas of business.

The Company has a structured induction process at all locations and management development programs
to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in
place for senior management staff.

The Company is committed to nurturing, enhancing and retaining top talent through Superior Learning
& Organizational Development. This is a part of Corporate HR function and is a critical pillar to support
the organization''s growth and its sustainability in the long run.

28. COMPOSITION OF AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee is as under and is also included in
the Corporate Governance Report. The present Director / Member are given below:

The Audit Committee is re-constituted with effect from 14.05.2022 and the details are as under and also
included in the Corporate Governance Report. The present Director / Member are given below:

NAME OF DIRECTOR/MEMBER

Sri. S. Swaminathan - Chairman

Sri. S. Kalyanaraman

Sri. Parag H Udani

Sri. A. Harigovind

Sri. Adithya Raghuraman

29. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is re-constituted with effect from 29.03.2024 and the
details are as under and also included in the Corporate Governance Report. The present Director /
Member are given below:

NAME OF DIRECTOR/MEMBER

Sri. Parag H Udani - Chairman

Sri. S. Swaminathan

Sri. S. Kalyanaraman

Sri. T Jayaraman

Smt. Ananthakumar Dhamayanthi

30. COMPOSITION OF STAKE HOLDERS RELATIONSHIP COMMITTEE

The Stake Holders Relationship Committee was reconstituted with effect from 14.05.2022 and the details
are as under and also included in the Corporate Governance Report. The present Director / Member
are given below:

NAME OF DIRECTOR/MEMBER

Sri. S. Swaminathan - Chairman

Sri. Parag H Udani

Sri. S. Kalyanaraman

Sri. A. Harigovind

Sri. Adithya Raghuraman

31. PREVENTION OF INSIDER TRADING

The Company is having a code for prevention of Insider Trading with a view to regulate the trading
in securities by the Directors and designated employees of the Company. The code requires pre-clearance
of for dealing in the company''s shares and prohibits the purchase or sale company''s shares by the
Directors and designated employees while in possession of unpublished price sensitive information in
relation to the Company.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant material orders were passed by the regulators or courts
or tribunals impacting the going concern status and future operations of the Company.

33. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with the Rule 8 (3) of the
Companies (Accounts) Rules, 2014 is given in Annexure to this Report.

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part
of the Director''s Report for the year ended March 31, 2024 is given in a separate Annexure to this Report.
(Annexure 4)

The statement containing information as required under Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. The annual
Report 2023-24 is being sent to the shareholders through email. Any shareholder interested in obtaining
the hard copy of the same write to the Company Secretary at the Registered Office of the Company.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at its workplace and has adopted a Policy on prevention,
prohibition and redressal of sexual harassment at the work place in line with the Provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules there
under for prevention and redressal of complaints of sexual harassment at workplace. The following is a
summary of sexual harassment complaints received and disposed off during the year 2023-24;

1. Number of complaints received during the year - Nil

2. No of complaints disposed off - Nil

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits) Rules, 2014.

Acknowledgement

Your Directors thank the Banks, Customers, Government Authorities, Suppliers and Shareholders for their
support. Your directors also place on record their appreciation for the committed services by the employees
of the Company.

By Order of the Board

T. RAGHURAMAN T. JAYARAMAN

Managing Director Director

[DIN 01722570] [DIN 01402853]

Place : Chennai A. HARIGOVIND N. SRIDHARAN

Date : 29.05.2024 Chief Financial Officer Company Secretary

[DIN 06428975] and Compliance Officer

FCS 1646

DIRECTOR''S REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

Dear Members,

The Directors are pleased to present the Thirty Ninth Report together with the Audited Financial Statements for the year ended March 31, 2018. The Management Discussion and Analysis is also included in this Report.

Rs. in lakh

1. CORPORATE OVERVIEW

Maris Spinners Limited (Your Company) is a leading spinning mill manufacturing high quality yarn for the domestic market with interests in Wind Energy Generation for captive use. The company has its headquarters at Chennai.

2. FINANCIAL PERFORMANCE

Amid optimism and rising business sentiments, your Company reported a top line growth over the previous year. The Gross Revenue from operations stood at Rs. 12492.07 lakh compared with Rs. 12051.64 lakh during the Previous Year. The Operating Profit before tax stood at Rs. 74.09 lakh as against Rs.298.29 lakh during the Previous Year. The Net Profit for the year stood at Rs. 103.18 lakh against Rs.265.02 lakh reported during the Previous Year.

3. DIVIDEND AND RESERVES

Your Directors are recommending a dividend of Rs. 1/- per share, subject to approval of the members at the ensuing Annual General Meeting.

4. INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED STANDARDS

Pursuant to the notification of the Companies (Indian Accounting Standard) Rules, 2015 by the Ministry of Corporate Affairs ( MCA) on 16 February 2015, the company has adopted IND AS ( Indian Accounting standards) from the financial year 2017-18.

5. ANALYSIS AND REVIEW

Industry conditions and Review of operations

The Indian textile industry witnessed reasonable improvement during the course of the year. During the year under review your company was able to maintain its performance due to stable cotton prices, remunerative yarn price through dedicated efforts aimed at improving operational efficiency, focus on optimal product mix and effective cost saving practices.

Company Outlook

The Company expects the cotton price to raise, as this is evident from the trend during the last quarter of the financial year 2017-18.

Demand for yarn has remained stable and indicates average year ahead as the prices for yarn are not raising as fast as cotton prices. The overall global economic outlook is good, which the company hopes to provide a boost.

The Company is making all efforts to reduce costs and rationalize operations to have a positive effect. The Company expects to make higher profit during the current year.

Opportunities and Risks

The cotton price is subject to climatic conditions and market volatility. The probable impact of climatic conditions in current year is expected to have a bearing on the cotton prices.

Exports may partly get affected due to global sentiments. Power shortage and Labour shortage are major concerns, which could have impact on operations of the Company. Higher inflation and increase in interest rates would have adverse impact on profit margins of the company.

Raw Material

The cost of raw material viz. cotton was stable during most of the year. There was a raise in the last quarter of the year.

6. FINANCE AND ACCOUNTS

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the Companies Act, 2013, (the "Act") and other relevant provisions of the Act.

The financial statements up to and for the year ended 31 March 2018 were prepared in accordance with the Companies (Accounting Standards) Rules 2015, notified under section 133 of the Act and other provisions of the Act..

There is no auditor''s qualification in the financial statements for the year under review.

7. LISTING

The Equity Shares of your Company are listed at BSE Limited, Mumbai (BSE). The listing fees to the Stock Exchange and custodian fees to depositories viz. NDSL and CDSL have been paid by the Company for the financial year 2018-19.

8. CORPORATE GOVERNANCE

As per Regulation 17 of the Listing Regulation with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

9. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A and forms an integral part of this Report.

10. DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing obligations and disclosure regulation) 2015 of the Listing Regulation.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mrs. T. Kamala (DIN: 07145031) and Mr. A. Harigovind (DIN 06428975) retires by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Mr. T Raghuraman is to be appointed as Whole time Director at the ensuing Annual General Meeting for a period of 3 years with effect from 30.8.2018.

11. BOARD EVALUATION

During the year, a formal process for annual evaluation of performance of Board, its committees and directors was carried out as per the criteria laid down by the Nomination and Remuneration Committee, pursuant to the provisions of the Companies Act, 2013 (C A 2013) and Clause 49 of the Listing Agreement as applicable at that time.

The criteria of evaluation of Board and its Committees were founded on the structure, composition, Board Management relationship, effectiveness in terms of roles and responsibilities and processes encompassing the information flow and functioning. The guiding standards for the assessment of performance of Directors (including the independent Directors) their attendance and participation at Board Meetings, sharing of their relevant domain expertise and networkings in other forums, the strategic inputs and demonstration towards governance compliances.

For evaluation of performance of the Chairman additional aspects like Institutional image buildings, proving guidance on strategy and performance, maintaining an effective and healthy relationship between the Board and the Management were taken into consideration. The evaluation was carried out through a structured methodology approved by the Nomination and Remuneration Committee after ensuring that the aspects under each of the laid down criteria are comprehensive and commensurate with the size of the Board and the Committee.

12. KEY MANAGERIAL PERSONNEL

The following are the key managerial personnel of the Company:

13. NUMBER OF MEETINGS OF THE BOARD

During the year four meetings of the Board of Directors were held viz., on 30th May 2017, 14th September 2017, 13th December 2017 and 14th February 2018.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

15. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances.

16. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC - 2 is not required. Further, there are no material related party transactions during the year under review with the promoters, Directors or Key Managerial Personnel.

The Company has developed a Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed before the Audit Committee and Board for review and approval on a quarterly basis.

17. DIRECTOR''S RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013.

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any 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 as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(ii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iii) the annual accounts have been prepared on a going concern basis;

(iv) that the 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

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

18. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Company''s policy on appointment and remuneration including criteria for determining qualifications, positive attributes and independence are provided in the Corporate Governance Report forming part of this Report. The policy is given as Annexure D.

19. AUDITORS

a. STATUTORY AUDITORS

Mr. Vijayakumar Janadri Chartered Accountant, Bangalore, (Membership No. 222127), is being appointed as Statutory Auditors of the Company, to hold office for a period for 4 years until the conclusion of Annual General Meeting for the year 2022. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation that the appointment, if made, would be in conformity with the limits specified in the said Section.

b. COST AUDITOR

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to textile mill every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s A. Gopala Iyengar, Cost Accountants as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

c. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s N. Sridharan & Associates, Company Secretary in Practice (PCS.No. 7469) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - B and forms an integral part of this Report.

There is no secretarial audit qualification for the year under review.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Y our Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s S.N.S. Associates, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit or reports to the Chairman of the Audit Committee.

21. RISK MANAGEMENT

The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks.

Some of the risks that the Company is exposed to are:

Financial Risks

Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The Company proactively manages these risks through inventory management and proactive vendor development practices. The Company''s reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigates the impact of price risk on finished goods.

Regulatory Risks

The Company is exposed to risks attached to various statutes and regulations including the Competition Act. The company is mitigating these risks through regular review of legal compliances.

Human Resource Risks

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including rolling out strategic talent management system, training and integration of learning and development activities.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The compliance under CSR is not applicable for the year under review.

23. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

24. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining top talent through Superior Learning & Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the organization''s growth and its sustainability in the long run.

25. COMPOSITION OF AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee is as under and is also included in the Corporate Governance Report;

NAME OF DIRECTOR/MEMBER

Sri.S.Venkataramani

Sri.S.Srivatsan Sri. Premal H.Udani

26. PREVENTION OF INSIDER TRADING

The Company has adopted a code for prevention of Insider Trading with a view to regulate the trading in securities by the Directors and designated employees of the Company. The code requires pre-clearance for dealing in the company''s shares and prohibits the purchase or sale of company''s shares by the Directors and designated employees while in possession of unpublished price sensitive in relation to the Company.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and future operations of the Compa

28. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given as Annexure to this Report.

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Director''s Report for the year ended March 31, 2018 is given in a separate Annexure to this Report.

The statement containing information as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. In terms of the first proviso to Section 136 of the Act, the Report and accounts are being sent to the shareholders excluding the aforesaid statement which is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at its work place and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at the work place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules thereunder for prevention and redressal of complaints of sexual harassment as workplace. No such cases has been reported during the year under review.

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Acknowledgement

Your Directors thank the Banks, Customers, Government Authorities, Suppliers and Shareholders for their support. Your directors also place on record their appreciation for the committed services by the employees of the Company.

By Order of the Board

ANANDKUMAR RENGASWAMY T. JAYARAMAN

Managing Director Director

Place : Chennai A. HARIGOVIND K.V.S. RAGHAVAN

Date : 30.05.2018 Chief Financial Officer Company Secretary

DIRECTOR''S REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

Dear Members,

The Directors are pleased to present the Thirty seventh Report together with the Audited Financial Statements for the year ended March 31, 2016. The Management Discussion and Analysis is also included in this Report.

Rs. in lakh

1. CORPORATE OVERVIEW

Maris Spinners Limited (Your Company) is a leading spinning mill manufacturing high quality yarn for the domestic market with interests in Wind Energy Generation for captive use. The company has its headquarters at Chennai.

2. FINANCIAL PERFORMANCE

Amid optimism and rising business sentiments, your Company reported a top line growth of over the previous year. The Gross Revenue from operations stood at Rs. 10740.58 lakh compared with Rs. 12274.49 lakh during the Previous Year. The Operating Profit before tax stood at Rs.394.78 lakh as against Rs. 496.66 lakh during the Previous Year. The Net Profit for the year stood at Rs.318.75 lakh against Rs. 331.25 lakh reported during the Previous Year.

3. DIVIDEND AND RESERVES

Your Directors recommending a dividend of Rs. 1/- per share , subject to approval of the members at the ensuing Annual General Meeting.

4. ANALYSIS AND REVIEW

Industry conditions and Review of operations

The Indian textile industry witnessed reasonable improvement during the course of the year. During the year under review your company was able to maintain its performance due to stable cotton prices, remunerative yarn price through dedicated efforts aimed at improving operational efficiency, focus on optimal product mix and effective cost saving practices. Power situation was cause of concern for most part of the financial year.

Company Outlook

The Company expect the cotton price to remain stable as this is evident from the trend during the last quarter of the financial year 2015-16.

Demand for yarn has also seen an increase and indicates a good year ahead as so the prices for yarn and the overall global economic outlook is good .

The Company is making all efforts to reduce costs and rationalize operations to have a positive effect. The Company expects to make profit during the current year.

Opportunities and Risks

The cotton price is subject to climatic conditions and market volatility. The probable impact of climatic conditions in current year is expected to have a bearing on the cotton prices.

Exports may partly get affected since European Markets are yet to improve. Power shortage and Labour shortage are major concerns, which could have impact on operations of the Company. Higher inflation and increase in interest rates would have adverse impact on profit margins of the company.

Raw Material

The cost of raw material viz. cotton was stable during the year.

5. FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis.

The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2016.

There is no auditor''s qualification in the financial statements for the year under review.

6. CORPORATE GOVERNANCE

As per Regulation 17 of the Listing Regulation with the Stock Exchanges, a separate section on corporate governance practices followed by the company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

7. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A and forms an integral part of this Report.

8. DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing obligations and disclosure regulation) 2015 of the Listing Regulation.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. M.Rengaswamy (DIN: 00075326) and Mrs.T. Kamala (DIN 07145031) retires by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

9. BOARD EVALUATION

During the year, a formal process for annual evolution of performance of Board , its committees and directors was carried out as per the criteria laid down by the Nomination and Remuneration Committee, pursuant to the provisions of the Companies Act, 2013 (C A 2013) and Clause 49 of the Listing Agreement as applicable at that time .

The criteria of evaluation of Board and its Committees were founded on the structure, composition, Board Management relationship, effectiveness in terms of roles and responsibilities and processes encompassing the information flow and functioning. The guiding standards for the assessment of performance of Directors (including the independent Directors) their attendance and participation at Board Meetings, sharing of their relevant domain expertise net workings in other forums , the strategic inputs and demonstration towards governance compliances .

For evaluation of performance of the Chairman additional aspects like Institutional image buildings, proving guidance on strategy and performance, maintaining an effective and healthy relationship between the Board and the Management were taken into consideration .

The evaluation was carried out through a structured methodology approved by the Nomination and Remuneration Committee after ensuring that the aspects under each of the laid down criteria are comprehensive and commensurate with the size of the Board and the Committee .

10. KEY MANAGERIAL PERSONNEL

The following are the key managerial personnel of the Company:

11. NUMBER OF MEETINGS OF THE BOARD

During the year six meetings of the Board of Directors were held viz., on 30th May 2015, 31st July 2015, 18th Sept 2015, 31st Oct 2015, 31st January 2016 and 16th March 2016.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

13. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances.

14. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC - 2 is not required. Further, there are no material related party transactions during the year under review with the promoters, Directors or Key Managerial Personnel.

The Company has developed a Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed before the Audit Committee and Board for review and approval on a quarterly basis.

15. DIRECTOR''S RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013.

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;

(ii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iii) the annual accounts have been prepared on a going concern basis;

(iv) that the 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

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

16. STATUTORY AUDIT

M/s. N.C.S. Raghavan & Co, Chartered Accountants, (Firm Registration No. 007335S) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the financial year 2016-17. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s N.C.S. Raghavan & Co that their appointment, if made, would be in conformity with the limits specified in the said Section.

17. COST AUDIT

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to textile mill every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s A. Gopala Iyengar, Cost Accountants as Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

18. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s N. Sridharan & Associates, Company Secretary in Practice (PCS .No. 7469) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - B and forms an integral part of this Report.

There is no secretarial audit qualification for the year under review.

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s S.N.S. Associates, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

20. RISK MANAGEMENT

The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks.

Some of the risks that the Company is exposed to are:

Financial Risks

Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The Company proactively manages these risks through inventory management and proactive vendor development practices. The Company''s reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigates the impact of price risk on finished goods.

Regulatory Risks

The Company is exposed to risks attached to various statutes and regulations including the Competition Act. The company is mitigating these risks through regular review of legal compliances .

Human Resource Risks

Retaining the existing talent pool and attracting new talent are major risks.

The Company has initiated various measures including rolling out strategic talent management system, training and integration of learning and development activities.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The compliance under CSR is not applicable for the year under review.

22. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

23. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining top talent through Superior Learning & Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the organization''s growth and its sustainability in the long run.

24. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given as Annexure to this Report.

The information required under Section 197 (12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Director''s Report for the year ended March 31, 2016 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 37th Annual General Meeting and upto the date of the ensuing Annual General Meeting during the business on working days.

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Acknowledgement

Your Directors thank the Banks, Customers, Government Authorities, Suppliers and Shareholders for their support. Your directors also place on record their appreciation for the committed services by the employees of the Company.

By Order of the Board

ANANDKUMAR RENGASWAMY T. JAYARAMAN K.V.S. RAGHAVAN

Managing Director Director Company Secretary

Place: Chennai

Date : 30.05.2016

Dear Members,

The Directors have pleasure in presenting the Thirty Fifth Annual Report on the business and operations of your Company, together with audited financial statements for the year ended 31st March 2014.

FINANCIAL RESULTS:

HIGHLIGHTS OF FINANCIAL RESULTS

(Rs. In Lakh)

Year Ended Year Ended 31.03.2014 31.03.2013

TURNOVER 11563.22 10452.85

Profit before Depreciation & Tax 1492.09 1121.51

Less: Depreciation 711.74 693.33

Profit/Loss before Tax 780.35 428.18

Less: Provision for Taxation 376.21 60.00

Profit/Loss for the year 404.14 368.18

The turnover for the year 2013-14 is Rs. 11563.22 lakh as against Rs. 10452.85 lakh during the previous year. The increase in turnover was mainly due to demand in domestic consumption and good rates for quality yarn.

DIVIDEND:

The Director''s are recommending a Dividend of 10% is subject to approval of members at the ensuing Annual General Meeting.

BUSINESS OPERATIONS:

Your company has been able to achieve a turnover of Rs. 11,563.22 Lakh and confident of better performance in the coming years.

ENVIRONMENT SAFETY AND POLLUTION CONTROL:

Your Company has been taking proper care in complying with all Statutory requirements relating to safety, environmental and pollution control.

INDUSTRIAL RELATIONS:

The industrial relations continued to be good and cordial throughout the year.

Your Directors wish to place on record their sincere appreciation for the wholehearted support and contribution made by all the employees during the year. The competence, hard work, solidarity, sincerity and co-operation have enabled the company to achieve the desired results.

PARTICULARS OF EMPLOYEES as required u/s 217 (2A) of the Companies Act, 1956:

During the year under review, no employee of the Company, whether employed whole or part of the year, was drawing a remuneration exceeding the limits prescribed in Section 217 (2A) of the Companies Act, 1956.

DIRECTORS:

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

In accordance with the provisions of the Companies Act 1956, Directors'' namely Sri T. Raghuraman and Sri. M. Rengaswamy retires by rotation and are being eligible themselves for re-appointment.

Further, Sri. S. Venkataramani, Sri. S. Srivatsan and Sri. Premal H Udani, the independent Directors of the Company are being re-appointed for the further period of 5 years and the Company has received requisite notice from a member proposing themselves for the re-appointment as independent Directors.

The Company has received declaration from all the independent Directors of the Company confirming that they meet with the criteria of independence prescribed both under Sub Section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of the Listing Agreement with Stock Exchanges.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.

INSURANCE:

All the insurable interests and risks of your Company have been adequately insured with the insurance Company.

CEO CERTIFICATION:

Sri. Anandkumar Rengaswamy, Managing Director has given his certification to the Board as required under Clause 49 of the Listing Agreement.

CORPORATE GOVERNANCE:

Your Company firmly believes that good Corporate Governance strengthens the Shareholders confidence and ensures long term partnership that really helps in achieving the corporate goals.

Your Company has been practicing good Corporate Governance and it believes in transparency in operations, professionalism and accountability and follows the philosophy of working towards enhancing the Stake holders value, catering to the needs of its customers, employees and society at large.

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, your Company has generally complied and implemented the mandatory requirements of the code of Corporate Governance and a detailed note in this regard is annexed in the Annual Report.

Status of Compliance of the code of Corporate Governance is being reported to the Stock Exchanges on Quarterly basis.

Directors Responsibility Statement:

The Directors confirm that:

1. In preparation of the Annual accounts, the applicable accounting standards had been followed. There are no material departures from the applicable accounting standards.

2. Such accounting policies have been selected and applied consistently and such judgments and estimates have been made as 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 ended on 31st March 2014 and of the profit of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The statements of accounts for the year ended on 31st March 2014 have been prepared on a going concern basis.

LISTING:

As per the Listing Agreement, the Company''s equity shares are listed in Bombay Stock Exchange (BSE) and Madras Stock Exchange (MSE). The Company is in the process of resuming of the trading of equity shares in the respective stock exchanges.

AUDITORS:

The retiring Auditors M/s. N.C.S. Raghavan & Co., Chartered Accountants, Bangalore, are being eligible for re-appointment.

COST AUDITORS:

M/s. A Gopala Iyengar, Cost Accountant has been re-appointed as Cost Auditor of the Company for the financial year 2014-15.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988.

Pursuant to the said rules the Board is pleased to furnish the particulars as prescribed therein vide Form A, which forms part of this Report.

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors

Place: Chennai ANANDKUMAR RENGASWAMY M. RENGASWAMY Date : 30.05.2014 Managing Director Director

The Directors have pleasure in presenting the Thirty Third Annual Report on the business and operations of your Company, together with Audited Financial Statements for the year ended 31st March 2012

FINANCIAL RESULTS:

HIGHLIGHTS OF FINANCIAL RESULTS

(Rs. In Lakh) Year Ended Year Ended 31.03.2012 31.03.2011

TURNOVER 9273.57 9123.90

Profit before Depreciation & Tax 78.67 1230.67

Less: Depreciation 688.95 522.64

Profit / Loss before Tax (610.28) 708.03

Less: Provision for Taxation 131.45 149.01

Profit / Loss for the year (741.73) 271.40

The turnover for the year 2011-12 is Rs.9273.57 lakh as against Rs. 9123.90 lakh during the previous year. The net loss for the year after tax is Rs.741.73 lakh as against a profit of Rs. 271.40 lakh during the previous year. The loss was due to increase in raw material cost and overall increase in overheads.

DIVIDEND:

In view of the loss incurred during the year under review, the directors are not recommending dividend. BUSINESS OPERATIONS :

Your company has been able to achieve a turnover of Rs.9273.57 lakh and confident of better performance in the coming years.

ENVIRONMENT SAFETY AND POLLUTION CONTROL : Your Company has been taking proper care in complying with all Statutory requirements relating to safety, environmental and Pollution Control.

INDUSTRIAL RELATIONS : The industrial relations continued to be good and cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the wholehearted support and contribution made by all the employees during the year. The competence, hard work, solidarity, sincerity and co-operation have enabled the company to achieve the desired results.

PARTICULARS OF EMPLOYEES as required u/s 217 (2A) of the Companies Act,1956 : During the year under review, no employee of the company, whether employed whole or part of the year, was drawing a remuneration exceeding the limits prescribed in Section 217 (2A) of the Companies Act, 1956.

DIRECTORS :

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board In accordance with the provisions of the Companies Act 1956, Sri. S.Srivatsan and Sri Premal H Udani directors retires by rotation and being eligible offer themselves for re-appointment .

PUBLIC DEPOSITS :

The Company has not accepted any deposits from the public during the year under review.

INSURANCE :

All the insurable interests and risks of your company have been adequately insured with the insurance company.

CEO CERTIFICATION:

Mr. Anandkumar Rengaswamy, Managing Director has given his certification to the Board as required under Clause 49 of the listing agreement,

CORPORATE GOVERNANCE :

Your company firmly believes that good corporate governance strengthens the shareholders confidence and ensures long term partnership that really helps in achieving the corporate goals. Your company has been practicing good corporate governance and it believes in transparency in operations, professionalism and accountability and follows the philosophy of working towards enhancing the stake holders value, catering to the needs of its customers, employees and society at large. Pursuant to clause 49 of the listing agreement executed with the stock exchanges, your company has generally complied and implemented the mandatory requirements of the code of corporate governance and a detailed note in this regard is annexed in the Annual report. Status of compliance of the code of corporate governance is being reported to the stock exchanges on quarterly basis.

Directors Responsibility Statement :

The Directors confirm that :

1. In preparation of the Annual accounts, the applicable accounting standards had been followed. There are no material departures from the applicable accounting standards.

2. Such accounting policies have been selected and applied consistently and such judgements and estimates have been made as 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 ended on 31st March 2012 and of the profit of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The statements of accounts for the year ended on 31st March 2012 have been prepared on a going concern basis.

AUDITORS : The retiring Auditors M/s. N.C.S. Raghavan & Co., Chartered Accountants, Bangalore, are being eligible for re-appointment.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988.

Pursuant to the said rules the Board is pleased to furnish the particulars as prescribed therein vide Form A, which forms part of this Report. Revised Schedule VI

The directors are pleased to inform you that the accounts have been prepared in accordance with the Revised Schedule VI to the Companies Act 1956 in terms of Notification No So 447(E) dated 28.02.2011 and the figures for the previous year ended 31.03.2011 have also been regrouped to conform to the groupings for 31.03.2012 as per revised Schedule VI.

ACKNOWLEDGEMENTS: The Board conveys acknowledgement for the fullest support extended by The Karur Vysya Bank Ltd., Indian Overseas Bank and Indian Bank. The Directors also wish to place on record their appreciation of the support and co-operation they have received from the Central and State Government and Employees of Company at all levels through out the year.

The Board of Directors also wishes to thank the company's stake holders and esteemed business associates for their valued contribution and support.

By Order of the Board

Place: Chennai ANANDKUMAR RENGASWAMY M. RENGASWAMY

Date : 20.08.2012 Managing Director Director

The Directors have pleasure in presenting the Thirty First Annual Report on the business and operations of your Company, together with Audited Financial Statements for the year ended 31st March 201.0.

FINANCIAL RESULTS:

HIGHLIGHTS OF FINANCIAL RESULTS

(Rs. In Lakh) Year Ended Year Ended 31.03.2010 31.03.2009

TURNOVER 6799.08 6004.17

Profit before Depreciation, Investment Allowance Reserve & Tax 809.47 224.50

Less: Depreciation & Investment Allowance Reserve 637.19 634.14

Profit / Loss before Tax 172.28 (409.64)

Less: Provision for Taxation 36.11 --

Profit / Loss for the year 135.46 (409.64)

DIVIDEND :

During the year under review , your Board of Directors have not recommended any dividend.

BUSINESS OPERATIONS :

Your company has been able to achieve a turnover of Rs. 67.99 Crores and confident of better performance in the coming years.

ENVIRONMENT SAFETY AND POLLUTION CONTROL :

Your Company has been taking proper care in complying with all Statutory requirements relating to safety, environmental and Pollution Control.

INDUSTRIAL RELATIONS :

The industrial relations continued to be cordial throughout the year.

Your Directors wish to place on record their sincere appreciation for the wholehearted support and contribution made by all the employees during the year. The competence, hard work, solidarity, sincerity and co-operation have enabled the company to achieve the desired results.

PARTICULARS OF EMPLOYEES as required u/s 217 (2A) of the Companies Act,1956 :

During the year under review, no employee of the company, whether employed whole or part of the year, was drawing a remuneration exceeding the limits prescribed in Section 217 (2A) of the Companies Act, 1956.

DIRECTORS :

In accordance with the provisions of the Companies Act 1956 , Sri. S.Srivatsan and Sri.Premal H Udani directors retires by rotation and being eligible offer themselves for re-appointment.

PUBLIC DEPOSITS :

The Company has not accepted any deposits from the public during the year under review.

INSURANCE :

All the insurable interests and risks of your company have been adequately insured with the insurance company.

CORPORATE GOVERNANCE :

Your company firmly believes that good corporate governance strengthens the shareholders confidence and ensures long term partnership that really helps in achieving the corporate goals.

Your company has been practicing good corporate governance and it believes in transparency in operations, professionalism and accountability and follows the philosophy of working towards enhancing the stake holders value, catering to the needs of its customers, employees and society at large.

Pursuant to clause 49 of the listing agreement executed with the stock exchanges, your company has generally complied and implemented the mandatory requirements of the code of corporate governance and a detailed note in this regard is annexed in the Annual report.

Status of compliance of the code of corporate governance is being reported to the stock exchanges on quarterly basis.

Directors Responsibility Statement :

The Directors confirm that :

1. In preparation of the Annual accounts, the applicable accounting standards had been followed. There are no material departures from the applicable accounting standards.

2. Such accounting policies have been selected and applied consistently and such judgements and estimates have been made as 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 ended on 31st March 2010 and of the profit of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The statements of accounts for the year ended on 31st March 2010 have been prepared on a going concern basis.

AUDITORS :

The retiring Auditors M/s. N.C.S. Raghavan & Co., Chartered Accountants, Bangalore, are being eligible for re- appointment.

COMPANIES ( DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS ) RULES 1988.

Pursuant to the said rules the Board is pleased to furnish the particulars as prescribed therein vide Form A, which forms part of this Report

REPLY TO AUDITORS QUALIFICATION:

With regard to qualification made in Note.8 of Notes forming part of Accounts, requests has been made for confirmation of balances from Debtors & Creditors. Some of the confirmations have been received on date. The confirmation letters received from other parties will be forwarded to auditors on its receipt. As per account statements of parties in our books, the balances shown are in order.

With regard to qualification made in Note.9 of Notes forming part of Accounts, requests has been made for confirmation from suppliers concerning their status as small scale undertaking. The confirmations once received from the.parties will be forwarded to auditors on its receipt.

ACKNOWLEDGEMENTS :

The Board conveys acknowledgement for the fullest support extended by The Karur Vysya Bank Ltd., Indian Overseas Bank and Indian Bank The Directors also wish to place on record their appreciation of the support and co-operation they have received from the Central and State Government and Employees of Company at all levels throughout the year

The Board of Directors also wishes to thank the companys stake holders and esteemed business associates for their valued contribution and support.

By Order of the Board

Place: Chennai ANAND RENGASWAMY M. RENGASWAMY

Date : 01.09 2010 Managing Director Director