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.

FINANCIAL RESULTS

CORPORATE REVIEW

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.

EQUITY SHARE CAPITAL

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

OTHER EQUITY

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

DIVIDEND

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

DEPOSITS

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.

NUMBER OF MEETINGS HELD

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

DIRECTORS/KEY MANAGERIAL PERSONNEL

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.

BOARD EVALUATION

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.

REMUNERATION POLICY

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.

AUDIT COMMITTEE

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.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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.

STATUTORY AUDITORS

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

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.

SECRETARIAL AUDIT

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.

RELATED PARTY TRANSACTIONS

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

PARTICULARS OF EMPLOYEES

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.

ANNUALRETURN

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.

INDUSTRIAL RELATIONS

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

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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.

INTERNAL FINANCIAL CONTROL SYSTEMS

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.

BASIS OF PREPARATION OF FINANCIAL STATEMENT

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.

ASSOCIATES AND SUBSIDIARIES

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

CORPORATE GOVERNANCE

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.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business.

MATERIAL CHANGE

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.

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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.

GENERAL DISCLOSURES

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.

ACKNOWLEDGMENTS

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.

For and on Behalf of the Board
For Adinath Textiles Limited

Sd/-

Place : Ludhiana Rajneesh Oswal

Date : 13^th August, 2024 Chairman & Managing Director

(DIN :00002668)