The Board of Directors is delighted to present the 41st report of the business and operations of Aarnav Fashions Limited ("the Company"), along with the Summary of Audited Financial Statements, for the Financial Year ended on March 31, 2024.

1. FINANCIAL RESULTS:

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the year under review, Company has earned total income of Rs. 35676.23 Lakh as against the total income of Rs. 39723.10 Lakh of previous year. The total income of the company was down by 10.18% over previous year. Further, Profit before Tax in the financial year 2023-2024 stood at Rs. 759.25 Lakh as compared to Rs 94.40 Lakh of last year and Net

Profit after Tax stood at Rs. 561.7 Lakh compared to profit of Rs. 38.14 Lakhs for previous year. The profit of the Company

increased about 1372.73% as compared to previous financial year.

3. CHANGE IN NATURE OF BUSINESS:

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

4. DIRECT LISTING OF SECURITIES AT NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE):

The Directors of the Company in its meeting held on July 13, 2024; had considered and approved proposal of direct listing of Company's securities at Main board of National Stock Exchange of India Limited (NSE) without any public offer or further issue of share, subject to approval of National Stock Exchange of India Limited (NSE) or any other statutory authorities if any.

5. CHANGE IN THE REGISTERED OFFICE:

During the year under review, there is no change of registered office of the Company. The Registered Office of the Company is situated at 1, New Cloth Market, O/s, Raipur Gate, Raipur, Ahmedabad-380002 Gujarat, India.

6. TRANSFER TO RESERVES:

During the year, the Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

7. DIVIDEND:

The Board of Directors recommended a Final Dividend of R 0.50 per equity share which is 5%. The dividend will be aid after approval of the members at the ensuing Annual general Meeting (AGM) of the Company. The dividend if approved will result in a cash outflow of Rs. 2.11 crore.

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed/ unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

8. BOARD MEETING

During the year under review, Board of Directors of the Company met 6 (Six) times. The dates of the meetings of the Board and attendance of Directors are mentioned in the Corporate Governance Report as enclosed with this report.

The Board of Directors duly met Six (6) times during the financial year from 1st April 2023 to 31st March 2024. The dateson which the meetings were held are May 30, 2023; August 14, 2023; September 05, 2023; October 27, 2023; November 09, 2023 and February 09, 2024. All the meetings were conducted through Physical mode.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Sumit Champalal Agarwal, Director (DIN: 00356863), Director of the Company will retire by rotation at the ensuing 41^st Annual General Meeting and being eligible offers herself for reappointment.

None of the directors of the company is disqualified under the provisions of the company Act, 2013 or under the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

There was no change in the Directors or KMP during the year under review except Ms. Nidhi Aggarwal Resignation from the post of Company Secretary and Compliance Officer with effect from February 09, 2024. After closure of the year, Ms. Milee Chandresh Kamdar Appointed as Company Secretary & Compliance Officer of the Company with effect from May 08, 2024.

10. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received statements from all the Independent Directors confirming their alignment with the independence criteria as stipulated under sub-section (6) of Section 149 of the Companies Act, 2013, as well as under Regulation 16(1)(b) in conjunction with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In adherence to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Non-Executive Independent Directors of the Company have duly registered themselves with the Indian Institute of Corporate Affairs (IICA), Manesar. Furthermore, they have successfully included their names in the database for Independent Directors within the statutory timeline.

The Independent Directors have also affirmed their compliance with Schedule IV of the Companies Act and the Company's established Code of Conduct.

Pursuant to Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have validated that they possess no knowledge of any circumstances or situations, either current or potential, that could hinder or influence their capacity to fulfil their responsibilities with impartial and objective judgment, free from external influences.

Throughout the year, the Independent Directors of the Company maintained a lack of pecuniary relationships or transactions with the Company, apart from receiving sitting fees, commissions, and reimbursements for expenses related to their participation in meetings of the Board of Directors and its Committees.

11. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company's Board Members have been given opportunities to acquaint themselves with the Company, its management, and operations. Directors receive necessary documents to enhance their understanding of the Company, its operations, and the industry.

Independent Directors are informed of their roles and responsibilities upon appointment through a formal letter, including engagement terms. Executive Directors and Senior Management provide insights into operations, Company values, and structure for new Non-Executive Directors. This encompasses committee constitution, board procedures, risk management strategies, etc.

Senior management periodically presents on Company operations, plans, strategy, risks, and new initiatives, seeking the Board's input. Directors are briefed on evolving responsibilities and duties. The Board receives summaries of critical regulatory changes.

Weblink for the same is https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-download-26.pdf.

12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

Board Members are selected and appointed based on a comprehensive set of criteria, including ethical standards, personal and professional standing, domain expertise, gender diversity, and specific qualifications pertinent to the role. The evaluation process also incorporates the independence criteria defined in Section 149(6) of the Companies Act, 2013, and Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Following the guidance of the Nomination and Remuneration Committee and in compliance with Section 178(3) of the Companies Act, 2013, and Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formulated a remuneration policy for Directors, Key Management Personnel (KMPs), and Senior Management.

We affirm that the compensation provided to Directors aligns with the stipulations outlined in the Company's Nomination and Remuneration Policy. Web link for the same is https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-download-25.pdf.

13. VIGIL MECHANISM:

The Company has instituted a vigil mechanism, also known as the Whistleblower Policy. This policy empowers employees to bring forth instances of unethical behavior, suspected or actual fraud, or breaches of the Company's Code of Conduct to the attention of management. The adopted mechanism actively encourages individuals to report genuine concerns or grievances. It also ensures protection against any form of retaliation for those utilizing the mechanism. In extraordinary situations, direct access to the Chairman of the Audit Committee is facilitated.

The functionality of this vigil mechanism undergoes periodic reviews by the Audit Committee. It's noteworthy that none of the individuals who have acted as whistleblowers have encountered obstacles in accessing the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company. The weblink for the same is https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-download-17.pdf.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c ) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm and state that

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 of the company for that period;

iii. 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;

iv. the Directors had prepared the annual accounts on a 'going concern' basis;

v. 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

vi. 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.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

In terms of Section 134(5)(e) of the Act, the term Internal Financial Control means the policies and procedures adopted by a company for ensuring orderly and efficient conduct of its business, including adherence to company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

Internal Control over Financial Reporting (ICFR) remains an important component to foster confidence in a company's financial reporting, and ultimately, streamlining the process to adopt best practices. Your Company through Internal Audit Program is regularly conducting test of effectiveness of various controls. The ineffective and unsatisfactory controls are reviewed and remedial actions are taken immediately. The internal audit plan is also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Company's internal control framework. Adequate internal financial controls are in place which ensures the reliability of financial and operational information. The regulatory and statutory compliances are also ensured.

16. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2024 on its website at www.aarnavgroup.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's report. The weblink of Annual Return is https://aarnavgroup.com/wp-content/uploads/2021/09/Click-here-to-download.pdf

17. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE:

Since the company does not have any Subsidiary / Joint Ventures / Associate Concerns, no financial position of such concern(s) are required to be included in the financial statement.

18. AUDITORS:

a) Statutory Auditors

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Nahta Jain & Associates, Chartered Accountants, Ahmedabad (ICAI Registration No. 106801W) were appointed as Statutory Auditorsof the Company for a period of five years from the conclusion of the 36^thAGM to the conclusion of the 41^stAGM to be heldin 2024

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules thereof , M/s. Nahta Jain & Associates, Chartered Accountants has to be re-appointed by the Members at the 41^st Annual General Meeting (AGM) of the Company held on September 30, 2024, for a period of 5 years, to hold office until the conclusion of the 46^th AGM to be held for FY 2028-29 at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the Statutory Auditors on the financial statements of the Company is a part of this Annual Report. There were no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their Report.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the financial year ended on March 31, 2024 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the coming years.

b) SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S Ravi Kapoor & Associates, a firm of Company Secretaries in practice, to conduct the Secretarial Audit of the Company for the financial year 2023-2024.

Secretarial Audit Report

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2024 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013 and has noted that during the year, the Company does not have any reservation, qualification or adverse remarks. The secretarial Audit Report is attached in Annexure- A of this Annual Report.

Annual Secretarial Compliance Report

The Company has filed the Annual Secretarial Compliance Report for the year 2023-24 with the BSE Ltd. The report was received from a Practicing Company Secretary and filed within the stipulated time as specified under Regulation 24A of the SEBI (LODR) Regulations.

c) INTERNAL AUDITOR

Pursuant to provision of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and section 179 read with Rule 8(4) of the Companies (Meeting of Board and its Power) rules, 2014 the Company has appointed M/s Mayur B Parikh (Firm Regn. No. 137505W) Chartered Accountants as Internal auditor of the Company for the Financial Year 2023-2024.

d) COST AUDITORS

Your Company maintained the required cost records as specified by the Central Government under sub-section (1) of section 148 of the Act. On the recommendation of the Audit Committee, the Board of Directors appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as Cost Auditors of the Company for financial year ended on 31st March 2024.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 41^st Annual General Meeting of your Company

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

A. Conservation of Energy:

I. the steps taken or impact on conservation of Energy

- The company has installed inverters / AC drives to save the power.

- Other necessary energy conservation measures are taken on day to day basis.

- The Company has installed various resources saving machineries i.e. Caustic Recovery Plant (CRP) for reuse of Caustic.

II. the steps taken by the unit for utilizing alternate sources of energy

- The company has installed hot water collector which enables the reuse of hot water.

- The company has installed power generator system from the Steam based boiler for the power generation for self consumption

III. the capital investment on energy conservation equipment during the year:- NIL

B. Technology Absorption:

i. The efforts made towards technology absorption

- Efforts were made to adopt new technology by installing new improved/developed machines.

- Implemented and successfully executed ERP system

ii. the benefits derived as a result of above efforts

- Quality of fabric processed improved by adoption of new technology

- Cost Efficient use

- Increased Productivity and Efficiency

- Data Analysis and Reporting

- Risk analysis and prepare performance reports

iii. In case of Imported technology (imported during the last three years reckoned from the beginning of the financial year):

The company has imported various imported Machineries for Printing Process, Laser Engraving

Work, Finishing Processes, etc during the last three years for betterment of Finished quality in terms of Design Sharpness and Brightness and also for smoother and faster cloth processing of Raw Cloth.

iv. The expenditure incurred on Research and Development during the year: NIL

C. The particulars of foreign exchange earnings and outgoes:

20. PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, Guarantees and investments in terms of Section 186 of the Companies Act, 2013 for the financial year under review have been provided in the Notes to Financial Statement which forms part of this Annual Report

22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, no other material changes and commitments which could affect the Company's financial position have occurred between the end of financial year of the Company and date of this report.

A. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material order was passed by any competent authority impacting Company Operation in future.

23. AUTHORIZED CAPITAL:

The authorized share capital of the Company is Rs.69, 47,50,000/- (Rupees Sixty-Nine Crores Forty-Seven Lakhs and Fifty Thousand only) divided into 6,94,75,000 (Six Crore Ninety Four Lakh Seventy Five Thousand) Equity Shares of Rs. 10/-(Rupees Ten only) each."

24. ISSUED, SUBSCRIBED & PAID-UP CAPITAL

The present Paid-up Capital of the Company is Rs. 42,23,86,280/- (Rupees Forty Two Crore Twenty Three Lakh Eighty Six Thousand Two Hundred Eighty Only) divided into 4,22,38,628 (Four Crore Twenty Two Lakh Thirty Eight Thousand Six Hundred Twenty Eight) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

25. RISK MANAGEMENT:

The Management has evaluated various risks like market risk, credit risk liquidity risk etc. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 of Companies Act, 2013 are not applicable.

27. RELATED PARTY TRANSACTIONS:

It appears that you've provided a statement regarding a company's adherence to ethical standards, transparency, and compliance with various regulations related to related party transactions. In this statement, the company emphasizes that all contracts, arrangements, and transactions with related parties were conducted in the ordinary course of business and on an arm's length basis. They state that there were no material contracts with related parties as defined by the relevant legal provisions.

The company mentions that related party transactions are reviewed and approved by the Audit Committee as required by the law and listing regulations. They also state that they have submitted half-yearly disclosures of related party transactions to the Stock Exchanges in accordance with the listing regulations.

The company has provided a statement of particulars of contracts and arrangements with related parties as per the prescribed format (Form-AOC-2) in the Board Report.

The statement clarifies that there were no significant related party transactions with the company's promoters, directors, management, their relatives, subsidiaries, or associate companies that could potentially conflict with the interests of the company and require shareholders' approval under the Listing Regulations.

The form AOC-2 pursuant to section 134 (3)(h) of the Companies Act, 2013 read with the Rule 8(2) of the Companies (Accounts) Rules 2014 is annexed to this Report as "Annexure - B".

28. FORMAL ANNUAL EVALUATION:

The Company has established a comprehensive policy for evaluating the performance of the Board, Committees, and individual Directors, encompassing both Independent and Non-Executive Directors, as well as Executive Directors.

In accordance with this policy, the Board has conducted an annual appraisal of its own performance and that of individual Directors, including Independent Directors. Furthermore, Committees of the Board have conducted self-assessments, with the results presented to the Chairman of the Nomination and Remuneration Committee for review.

For the evaluation of Independent Directors, the entire Board, except the Director being evaluated, participated. The performance assessment of the Chairman and Non-Independent Directors was executed by the Independent Directors, who also evaluated the overall performance of the Board.

The evaluation of the Board's functionality encompassed various dimensions, including the degree to which key responsibilities were fulfilled, Board structure, composition, assignment of duties to Committees, effectiveness of Board processes, and information flow.

Directors were evaluated on factors such as their presence and contribution during Board and Committee Meetings, as well as their guidance and support to management outside these meetings. Additionally, the Chairman underwent assessment of critical aspects of their role, including setting the Board's strategic agenda and promoting active engagement among all Board Members.

Evaluation of the Board Committees encompassed the extent of fulfillment of core responsibilities, adequacy of Committee composition, and efficacy of meetings. Independent Directors were appraised based on parameters such as qualifications, experience, knowledge, competence, role fulfillment, teamwork, initiative, commitment, independence, capacity to express impartial viewpoints, attendance, adherence to the Company's Code of Conduct and applicable Code for Independent Directors, comprehension of the Company's operational environment, contribution to strategic decisionmaking, raising valid concerns to the Board, interpersonal relations with peers and management, impartial assessment of Board performance, unbiased opinions, safeguarding confidential information, and upholding integrity.

The details of the Policy on evaluation of Board's performance are available on the Company's website and can be accessed through the link:

The terms and conditions of appointment of Independent Directors are also available on the Company's website and can be accessed through the link: https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-download-25.pdf. In the opinion of the Board, the Independent Directors of the Company possess the requisite qualifications, experience (including proficiency), expertise and hold highest standards of integrity

29. PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure- C to this Report.

30. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been setup to redress the complaints received on the sexual harassment. All employees of the Company are covered under this policy.

The details of complaints received and disposed of during the financial year 2023-2024 is as follows

31. LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE where the Company's Shares are listed.

32. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to Promoters, all Directors, Designated persons and connected Persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT Regulations. The aforesaid Codes are posted on the Company's website and can be accessed by using web link at and is available on our website.

33. DETAILS OF COMPOSITION OF AUDIT COMMITTEE AND NOMINATION AND REMUNERATION COMMITTEE:

Details of Composition of various Committees including Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and attendance of members are mentioned in Corporate Governance Report and the same is attached with this report.

34. CORPORATE GOVERNANCE:

Your Company has taken adequate steps to ensure compliance with the provisions of corporate governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure-D

35. MANAGEMENT DISCUSSION ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2018, the Management's discussion and analysis is set out in this Annual Report as Annexure E.

36. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

It is not applicable to the Company, during the financial year.

38. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHAR THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, the Auditors have not reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Directors' Report.

39. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

40. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

41. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company, which have failed to be implemented.

42. CREDIT RATING

The Company has been awarded BBB- (Stable) credit rating for its long-term fund based/CC/TL and A3 for short term fund based/CC/TL by CRISIL.

43. APPRECIATION:

Your Board of Directors would like to formally acknowledge and express their gratitude for the valuable contributions made by employees across all tiers within the organization. These contributions have been instrumental in fostering the ongoing expansion and prosperity of the company. Additionally, the Board of Directors extends its sincere appreciation to the business associates, banks, other financial institutions, and shareholders of the company. Their unwavering support has been pivotal in driving the company's growth trajectory.

PLACE: AHMEDABAD AND ON BEHALF OF THE BOARD OF DIRECTORS OF

DATE: 07.09.2024 AARNAV FASHIONS LIMITED

SD/-

MR. CHAMPALAL GOPIRAM AGARWAL CHAIRMAN & WHOLE TIME DIRECTOR DIN:01716421