Your Directors are pleased to present the 44th Annual Report on the operational and financial performance of the Company along with Audited Financial statements for the year ended 31st March 2024.

The company has given its vacant factory buildings on lease for warehousing purpose. The income from lease is recognized as other income.

The other income of the company, including the income from lease, during the financial year 2023-24 is F189.42 Lacs in comparison to F184.48 Lacs for previous financial year 2022-23.

The paid up Equity Share Capital as on 31st March 2024 was F681.44 Lacs. During the year under review, the Company has neither issued any shares nor granted stock options and nor sweat equity.

Details of Loans, Guarantee and Investments covered under section 186 of the Companies Act. 2013 are given in the Notes to the Financial Statement for Financial Year ended 31st March 2024.

The Company does not propose to carry any amount to any reserves.

Due to absence of adequate profits, your Directors are unable to recommend any dividend for the financial year under review.

During the Financial year under review the company has not accepted any deposits within the meaning of section 73 of the companies Act, 2013 and rules made thereunder.

The details of Board and Committee/other meetings held in Financial Year 2023-24 are given in the Corporate Governance Report.

In compliance with the provisions of Section 152 of the Companies Act. 2013 read with the Articles of Association of the company, Mr. Vishal Oswal, Vice-Chairman & Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.The Board recommends his reappointment.

Sh. Rajneesh Oswal was re-appointed as Chairman & Managing Director of the Company for a period of five years which is valid till 30th June, 2029. The Nomination & Remuneration Committee in its meeting held on 28th May, 2024 has recommended to the Board the re-appointment of Sh. Rajneesh Oswal as Chairman & Managing Director. The Board of Directors in its meeting held on 28th May, 2024 has approved and recommended the re-appointment of

Sh.Rajneesh Oswal as Chairman & Managing Director for a further period of five years commencing from 1st July, 2024.

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 Regulation 16[1][b] of the SEBI [Listing Obligations & Disclosure Requirements] Regulations, 2015].

Mr. Parminder Singh (ACS 43115) Company Secretary and Compliance Officer has resigned w.e.f. the closing hours of 11th May 2023 and the board has appointed Mrs. Harpreet Kaur (ACS 49237) as Company Secretary and Compliance Officer w.e.f. 1st August 2023.

Pursuant to provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out as an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration. The said policy has been uploaded on the website of the Company. The Key provisions of Nomination and Remuneration policy are appended as an Annexure I to the Board's report.

The Company has duly constituted Audit Committee, the scope of which is quite comprehensive and is in conformity with the provisions of the Companies Act, 2013 and Listing Regulations. The composition of the Audit Committee is given in Corporate Governance Report.

All the recommendations of the Audit Committee were accepted by the Board.

The Company has adopted the Whistle Blower Policy/Vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct and Ethics. Such mechanism/policy is also uploaded on the website of the Company.

At Annual General Meeting held on 29th September 2022, M/s Kamboj Malhotra & Associates (Formerly Known as M/s Malhotra Manik & Associates) were appointed as Statutory Auditors of the company to hold office from 42nd Annual General Meeting till the conclusion of the 47th Annual General Meeting.

The Auditors' Report on the accounts of the Company for the year under review requires no comments. Further, there were no frauds reported by the Statutory Auditors of the Company during the period under review neither under Section 143(12) of neither the Act nor which are reportable to the Central Government.

Cost audit for the financial year 2023-24 is not applicable to the company as per Section 148 along with Companies (Cost Records and Audit) Rules, 2014 and any other notification issued by the Ministry of Corporate Affairs, hence no cost auditor was appointed for cost audit purposes.

M/s P.S. Bathla & Associates, Practising Company Secretaries at Ludhiana, were appointed to conduct the secretarial audit of the Company for Financial Year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for Financial Year 2023-24 is appended as an Annexure II to the Board's Report.

The Secretarial Auditors' report for the financial year under review requires no comments.

The Board has re-appointed M/s P.S. Bathla & Associates, Practising Company Secretaries, Ludhiana as Secretarial Auditor of the Company for Financial Year 2024-25.

All Related Party transactions entered during the financial year were on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions during the year.

Since there were no contracts/arrangements/transactions which were not at arm's length basis or material with Related Party during the year; disclosure in form AOC-2 is not applicable.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules there under and Listing Regulations.

This Policy as considered and approved by the Board has been uploaded on the website of the Company at https://www.adinathtextiles.com/pdf/Related_Party_Transaction_Policy.pdf

The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as an Annexure III and forms an integral part of this report.

Annual Returns as of previous years are available on the website of the company at www.adinathtextiles.com.

A copy of Annual Return for the financial year 2023-24 will be available on the website of the company after submission of the same to the Registrar of Companies.

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

The Company has been addressing various risks through well-defined risk management policy/procedures, which in the opinion of the Board may threaten the existence of the Company.

The Company had laid down adequate internal financial controls with reference to financial statements. During the year such controls were tested and no material weakness in their operating effectiveness was observed.

Financial statements for the year ended 31st March, 2024 have been prepared in accordance with Indian Accounting Standards [Ind-AS], the provisions of the Company Act. 2013 along with Ministry of Corporate Affairs Notification Dated 24th March, 2021 and guidelines issued by the Securities and Exchange Board of India [SEBI]. The Ind-AS are prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies [Indian Accounting Standards] Rules, 2015 and relevant amendment rules issued thereafter.

The Company has no Associates & Subsidiaries as on 31st March, 2024.

As per the provisions of Listing Regulations, a separate Report on Corporate Governance practices followed by the Company together with a Certificate from the Practicing Company Secretary, confirming compliance forms part of this report.

As required under Section 134[3][m] of the Companies Act, 2013 read with Rule 8 of Companies [Accounts] Rules, 2014 the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended as Annexure IV to the Board's report.

There is no change in the nature of business.

There are no material changes or commitments affecting the financial position of the Company have occurred during the year under consideration, or after closure of the financial year till the date of this report.

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) 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;

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

The Company has already complied with provisions relating to the constitution of Internal Complaint committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013. There were no complaints/cases reported with Internal Complaint Committee formed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013.

Your Directors place on record their sincere appreciation for the contributions made by the employees through their dedication, hard work and commitment in achieving your Company's performance. In an increasingly competitive environment collective dedication of employees is delivering superior and sustainable shareholder value.

The Board also places on record its sincere appreciation towards the Company's valued customers, vendors, shareholders and investors for their continued support to the Company.