Hand Gloves:

This is the oldest segment with which the Company commenced its journey of business operations and it is still the main revenue earner for the Company. In the year under review, the total Revenue receipt from this segment was ' 12,605.81 Lakhs as against ' 14,710.19 Lakhs in the previous year. The segment result for the current fiscal year marginally decreased from ' 1,410.71 Lakhs to ' 1,349.70 Lakhs.

Garment:

This segment deals in domestic market as well as export and registered decrease in revenue earnings from ' 8,091.14 Lakhs to ' 7,310.69 Lakhs with surplus being decreased by 17.22 % from '456.22 Lakhs to ' 377.66 Lakhs as compared to previous year.

Power Generation:

Revenue from this segment was increased from ' 38.91 Lakhs to ' 43.11 Lakhs thereby decreased loss from ' 7.73 lakhs to

' 5.88 Lakhs during the period under review as compared to previous year.

Others Non- Conventional Segment:

This is the new segment started few years back with prospective risk of minimum loss. The working experience and viability study has so far revealed immense prospect in a properly organized operation of the segment. During the year under review, this segment has witnessed a profit of ' 77.70 Lakhs as against ' 8.76Lakhs in the previous year. In the reporting year, the revenue has increased to ' 2,106.12 Lakhs from ' 1,006.63 Lakhs in the previous year.

DIVIDEND

Your Directors are pleased to recommend dividend of ' 1.50 per equity share of ' 10/- each for the Financial Year 2023-24 i.e. 15% on the paid-up equity share capital of the Company, subject to deduction of tax at source (“TDS”) at applicable rates. The proposed dividend is subject to approval of shareholders at the ensuing Annual General Meeting of the Company and it would result in appropriation of ' 45.60 Lakhs (gross amount). Your Company retains the extra profit for future plans. RESERVES

Your Company proposes to transfer a sum of ' 600.00 Lakhs to the General Reserve and carry forward a balance of

' 935.84 Lakhs in the retained earnings.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Venture or Associate Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provision of Section 124(5) of the Companies Act, 2013 your Company has transferred ' 0.86 lakhs during the Financial Year 2023-24 to the Investor Education and Protection Fund. This amount was lying unpaid/ unclaimed with the Company for a period of seven years after declaration of dividend for the Financial Year 2015-16.

Further, the Company has also transferred 100 equity shares to the Investor Education and Protection Fund pursuant to the provision of Section 124(6) of the Companies Act, 2013 during the Financial Year 2023-24, in respect of which dividend has not been paid or claimed for 7(seven) consecutive years or more.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year 2023-24 and the date of this Report.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2023-24, there has been no change

in the nature of business of the Company.

SHARE CAPITAL

During the year, the Company did not issue/allot any Shares/Securities.

As on 31st March, 2024, the issued and subscribed capital of your Company stood at ' 352 Lakhs. The paid-up Capital of your Company stood at ' 304 Lakhs comprising of 30,40,000 equity shares of ' 10/- each fully paid.

4,00,000 equity shares of the company held by the promoters were kept on lien by the financial institution which were released during the financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board consists of the following persons:

Key Managerial Personnel

1) Mr. Shri Krishan Saraf - Managing Director

2) Mr. Deo Kishan Saraf - Whole-time Director

3) Mr. Abhishek Saraf - Whole-time Director

4) Mr. Bishnu Kumar Kesan - Chief Financial Officer

5) Mr. Ravi Kumar Bahl - Company Secretary & Compliance

Officer

Non-Executive Non-Independent Director

1) Mrs. Rashi Saraf

Non-Executive Independent Directors

1) Mr. Mukul Banerjee

2) Mr. Jadav Lal Mukherjee

3) Mr. Rajarshi Ghosh

4) Mr. Shankar Lal Bajaj

None of the Directors of the Company is disqualified from being appointed as Directors under the provisions of section 164(2) of the Companies Act, 2013.

The Independent Directors have furnished requisite declarations pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming their respective independence status.

Mr. Jadav Lal Mukherjee (DIN:06421227), a Non-Executive Independent Director of the Company was re-appointed for the second term of 3 (three) consecutive years, with effect from 30th May, 2023 by the members of the Company in its 33rd Annual General Meeting held on 27th July, 2023.

In accordance with the provisions of Companies Act, 2013 and the Company's Articles of Association, Mr. Abhishek Saraf (DIN: 00129144), Whole-time Director of the Company, will be subject to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 12th February, 2024 has approved re-appointment of Mr. Shri Krishan Saraf (DIN:00128999) as the Managing Director of the Company w.e.f. 01st April, 2024 for a further period of 3(three) years, subject to the approval of members at the ensuing general meeting.

Resolutions for approval of re-appointment of Mr. Abhishek Saraf (DIN: 00129144) forms part of the notice of the ensuing 34th Annual General Meeting.

FORMAL ANNUAL EVALUATION

The ultimate responsibility for good governance and prudent management of a Company lies with the Board of Directors of the Company. The Board is expected to exercise continuous proactive and effective decision making and implementation thereof with a view to achieve the desired goal. In this connection, the Nomination and Remuneration Committee had set out a framework of guidelines for the Board of Directors to undertake continuous evaluation of the performance of the Directors of the Company while affirming the desired destination. The Board of Directors as a whole is required to display its commitment to Good Governance ensuring a constant improvement of processes and procedures, wherein each individual member of the Board is committed to contribute his best in the overall growth of the organisation.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2023-24, the Board of Directors of the Company, met 8(eight) times on 17th May, 2023, 22nd June, 2023, 11th August 2023, 11th October, 2023, 20th October, 2023, 08th November, 2023, 21st December, 2023 and 12th February, 2024. Further, a separate meeting of the Independent Directors of the Company was also held on 12th February 2024, wherein the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were discussed.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return as on 31st March, 2024 is available on the Company's website on: http://www.acknitindia.com/Annual-Return.html

DIRECTORS' RESPONSIBILITY STATEMENT

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

• in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• 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 Financial Year 31st March, 2024 and the Profit or Loss of the Company for that period;

• the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors had prepared the Annual Accounts for the Financial Year ended 31st March, 2024 on a going concern basis;

• the Directors had laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls were adequate and operating effectively; and

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

AUDITORS1. Statutory Auditor

At the 32nd Annual General Meeting held on 29th September, 2022, M/s SRB & Associates, Chartered Accountants, (Firm Registration No. 310009E) has been re-appointed as the Statutory Auditors of the Company to hold office for the second term of 5 (five) consecutive years, i.e., from the conclusion of 32nd Annual General Meeting of the Company till the conclusion of the 37th Annual General Meeting to be held in the year 2027.

2. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company had appointed Mr. Abhijit Dharmaraj Pal (CMA Membership No. 25493), as the Internal Auditor of the Company for the Financial Year 2023-24.

3. Cost Auditor

In view of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the provisions of Cost Audit is not applicable on the products of the Company for the Financial Year 2023-24.

4. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules framed thereunder, M/s Rekha Goenka & Associates, Practising Company Secretary, was appointed as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year ended 31st March, 2024.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report issued by the Secretarial Auditor is annexed to this Report as Annexure-I. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in the Secretarial Audit Report.

PUBLIC DEPOSIT

The Company has not accepted any deposits from the public during the year as defined under Section 73 of the Companies Act, 2013. Deposit outstanding as on 31st March, 2024 including unclaimed deposit was nil.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the Financial Year ended 31st March, 2024, no Loan or Guarantees under Section 186 of the Companies Act, 2013 was provided by the Company. The particulars of investments made by the Company under Section 186 forms part of the notes to the Financial Statements annexed to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the Financial Year 2023-24 with the related parties were in the normal course of business and on an arm's length basis with due compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of Material Related Party Transaction(s) entered into by the Company during the Financial Year 2023-24 are enumerated in Form AOC-2 as attached in Annexure - II under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014.

Reference is made to the disclosures included in the notes to the Financial Statements pursuant to the provisions of Section 129 read with Schedule III to the Companies Act, 2013 and Schedule V Part A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which shows the Related Party Transactions entered into during the year.

HUMAN RESOURCE

The total number of employees of the Company as on 31st March, 2024 was 191.Your Company believes that employees are the most valuable assets of an organization and the optimum utilization of the skill, knowledge and attitude they possess are instrumental to the growth of the organization.

INTERNAL COMPLAINTS COMMITTEE

The Company has in place Policy on Prevention of Sexual Harassment of Women in line with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has duly constituted Internal Complaints Committee to prevent instances of sexual harassment and to receive and to effectively deal with complaints pertaining the same. No complaint has been received during the year under review.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company's Whistle Blower Policy encourages Directors and employees to bring to the Company's attention, instances of unethical behaviour and actual or suspected incidents of fraud or violation of the Acknit Code of Conduct that could adversely impact the Company's operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company's Policy to ensure that no employee is victimised or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee. The Whistle-blower Policy is available on the Company's website and can be accessed through: http://www.acknitindia.com/corporate-policies/whistle-blower-policy-acknit.pdf

RISK MANAGEMENT POLICY

The Company has in place a comprehensive risk management policy, which is reviewed periodically by the Board of Directors. As of now the Directors do not envisage any element of risk which may threaten the existence of the Company.

CORPORATE GOVERNANCE

Your Company uphold the standard of good corporate governance and is compliant with the provisions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, both in letter and spirit. The Company's core values of honesty and transparency have been followed in every line of business decision making since its inception.

The Corporate Governance Report giving details as required under Paragraph C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to this Report as Annexure - III. The Certificate on Corporate Governance for the year ended 31st March, 2024, as issued by M/s Rekha Goenka & Associates, Practising Company Secretary is also attached hereto as Annexure - IV which forms part of this Report.

CREDIT RATINGS

In terms of Regulation 34(2) read with Paragraph C of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, credit rating details are given separately in the Corporate Governance Report annexed herewith as Annexure - III.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of 5(five) members, namely Mr. Rajarshi Ghosh, Mr. Deo Kishan Saraf, Mr. Mukul Banerjee, Mr. Jadav Lal Mukherjee and Mr. Shankar

Lal Bajaj. Majority of them are Independent Directors with exception of Mr. Deo Kishan Saraf, who is a Whole-time Director of the Company.

Mr. Rajarshi Ghosh, Non-Executive Independent Director of the Company is the Chairman of the Audit Committee.

The Committee met 4(four) times during the year on 17th May,

2023, 11th August, 2023, 08th November, 2023 and 12th February, 2024.The Board accepted the recommendations of the Audit Committee as were made by it during the year.

The composition of the Committee, number and dates of the Audit Committee meeting along with the attendance details of the members are given separately in the Corporate Governance Report annexed herewith as Annexure- III.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of 5(five) members namely Mr. Rajarshi Ghosh, Mr. Mukul Banerjee, Mr. Jadav Lal Mukherjee, Mrs. Rashi Saraf and Mr. Shankar Lal Bajaj.

Mr. Rajarshi Ghosh, Non-Executive Independent Director of the Company is the Chairman of the Nomination and Remuneration Committee.

The functions of this Committee includes identification of persons who are qualified to become Directors and who may be appointed as Senior Management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every Director's performance, formulation of a policy for the selection and appointment of Directors, Senior Management Personnel and their remuneration.

The Company's Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees is available on the Company's website and can be accessed through:http://www.acknitindia.com/corporatepolicies/nomina tion-and-remunertion-policy.pdf

The details of terms of reference of the Nomination and Remuneration Committee, number and dates of the meetings held, attendance of the Directors and remuneration paid to all the Directors during the Financial Year ended 31st March,

2024, are given separately in the Corporate Governance Report annexed herewith as Annexure-III.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has Stakeholders Relationship Committee pursuant to Section 178 of the Companies Act, 2013 which comprises of 6(six) members, namely Mr. Rajarshi Ghosh, Mr. Deo Kishan Saraf, Mr. Mukul Banerjee, Mr. Jadav Lal Mukherjee, Mrs. Rashi Saraf and Mr. Shankar Lal Bajaj.

Mr. Rajarshi Ghosh, Non-Executive Independent Director of the Company is the Chairman of the Stakeholders Relationship Committee.

During the year under review, the Stakeholders Relationship Committee met 4(four) times on 17th May, 2023, 11th August, 2023, 08th November, 2023 and 12th February, 2024 in order to take on note the share transfer/transmission/demat of shares and/or other investors grievances as intimated by the RTA of the Company.

The composition of the Committee, number and dates of the Stakeholders Relationship Committee meeting along with the attendance details of the members are given separately in the Corporate Governance Report annexed herewith as Annexure-III.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company had Corporate Social Responsibility (CSR) Committee pursuant to Section 135 of the Companies Act,

2013 which comprised of 5(five) members, namely Mr. Rajarshi Ghosh, Mr. Shri Krishan Saraf, Mr. Mukul Banerjee, Mrs. Rashi Saraf and Mr. Shankar Lal Bajaj. Moreover, since the provisions of sub section 9 of section 135 of the Companies Act, 2013, allows a company below the specified limits to carry on discharging its CSR activities without having a CSR Committee, your Board of Directors on 11th August, 2023, decided to dissolve the CSR Committee and passed a resolution accordingly.

Further, during the financial year 2023-24 till the date the CSR Committee was dissolved, the composition of the erstwhile committee, number and dates of the erstwhile Corporate Social Responsibility (CSR) Committee meeting along with the attendance details of the members are given separately in the Corporate Governance Report annexed herewith as Annexure - III.

The CSR Policy has been placed on the website of the Company and can be accessed through: http://www.acknitindia.com/CSR-Policy. pdf

The Annual Report on CSR activities in terms of Rule 8 of Companies (Corporate Social Responsibility Policy) Rules,

2014 is annexed herewith and marked as Annexure - V forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2) read with Paragraph B of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report is attached hereto as Annexure-VI which forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, 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 attached hereto as Annexure - VII which forms part of this Report.

PARTICULARS OF EMPLOYEES

The information on particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached hereto as Annexure-VIII which forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and/ or Company's operations in future.

LISTING OF SHARES

The shares of the Company are currently listed on The BSE Ltd. and The Calcutta Stock Exchange Ltd. (CSE). It was reported earlier that the Company has taken initiative for delisting its shares from CSE. The application of de-listing has been considered by CSE and as per its recommendations, necessary de-listing process has been initiated. However, the final confirmation/approval is still awaited.

MANAGING DIRECTOR'S CERTIFICATE

Managing Director's Certificate under Regulation 34(3) read with Paragraph D of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on compliance of Code of Conducts is attached hereto as Annexure-IX which forms part of this Report.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions and others concerned. The Company also extend its thankful appreciation of the services of the employees and staffs of the Company without whose hard work and involvement the desired results of the Company could not be achieved. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its stakeholders at large.