The Directors have pleasure in presenting the 34^th Annual Report together with audited accounts of the Company for the year ended 31^st March, 2024.

DIVIDEND

Your Directors have not recommended any dividend for the year 2023-24.

REVIEW OF OPERATIONS

Spinning forms the major Revenue and Profit segment of the Company. Hence performance of Spinning divisions has a significant bearing on the overall performance of the Company. However for the last few years the Spinning divisions operations have been affected by various factors viz. wild fluctuation in cotton prices, weak demand for yarn & fabric in overseas markets due to high inflation and recessionary pressures in developed economies, increased food, energy and supply chain costs, supply disruptions leading to higher lead time and costs etc. all of which resulting in disparity between cotton and yarn prices thereby affecting the margins. Hence the performance of the Company as a whole was affected during the year leading to a loss of Rs.2623.43 lakhs.

The Company has considered the shares held in Young Brand Apparel Private Limited and the assets of the Garment and Processing Divisions as discontinued operations and classified as assets held for sale/ discontinued operations. There is no change in the nature of business during the Financial year and until the date of this report.

Unit wise performance of the company :

Spinning Units

During the year under review, the Spinning mills produced 21503.01 tonnes (24047.71 tonnes) and sold 19349.41 tonnes (18375.82 tonnes) of Yarn.

The sales include 291.55 tonnes (225.89 tonnes) by way of export. The total yarn sales amounted to Rs.52679.62 lakhs (Rs.59331.40 lakhs) of which export sales amounted to Rs.817.63 lakhs (Rs.844.81 lakhs). The reduction in export sales is due to weak demand during the year.

The Spinning division produced 7966.21 tonnes (8818.71 tonnes) of saleable waste cotton and sold 6983.32 tonnes (8903.13 tonnes) and the total waste cotton sales of this division amounted to Rs.6491.27 lakhs (Rs.8377.18 lakhs).

Weaving Unit

The Weaving Unit specializes in manufacturing wider-width cotton grey woven fabric. During the year under review, 127.40 lakh metres (145.44 lakh metres) of fabric were produced and 127.82 lakh metres (102.46 lakh metres) of fabric were sold.

The sales include 32.69 lakh metres (23.92 lakh metres) by way of export. The total fabric sales amounted to Rs.9130.54 lakhs (Rs.10153.12 lakhs) of which export sales amounted to Rs.2788.59 lakhs (Rs.3126.20 lakhs).

Home Textile Unit

During the year under review, the Home Textile Unit produced 25.22 lakh pieces (38.28 lakh Pieces) of made ups and sold 32.50 lakh pieces (36.68 lakh pieces) and made fabric sales of 6.03 lakh metres ( 3.70 lakh metres)

The total sales of this unit amounted to Rs.4109.22 lakhs (Rs.5086.92 lakhs) which includes fabric sales amounting to Rs.434.82 lakhs (Rs.621.22 lakhs).

Knitting Unit

During the year under review, 4222.34 tonnes (3314.29 tonnes) of Knitted fabric were produced and 3723.52 tonnes (2979.93 tonnes) were sold. The total sales of this unit amounted to Rs.10835.28 lakhs (Rs.10760.65 lakhs) of which export sales amounted to Rs.1595.58 lakhs (Rs.561.61 lakhs). Apart from cotton fabric, the division produced 6.30 lakh meters and sold 5.82 lakh meters of viscose fabric, the sale value of which amounted to Rs.210.53 lakhs.

Processing Unit

During the year under review, 1918.31 tonnes (1890.01 tonnes) of fabric were processed on job work basis and 1075.91 tonnes (1240.20 tonnes) of fabric were produced and 1368.06 tonnes (1600.43 tonnes) of fabric were sold. The total fabric sales of this division amounted to Rs.5202.28 lakhs (Rs.6683.96 lakhs).

Wind Mills

The company has 4 windmills of 1250 KW each totaling 5 MW in Radhapuram Taluk, Tirunelveli District, Tamilnadu, 23 windmills, each of 800 KW capacity totaling 18.40 MW capacity in Dharapuram Taluk, Tirupur District and Palani Taluk, Dindigul District, Tamilnadu. The total installed capacity of Windmills is 23.40 MW and the whole of the wind power generated is captively consumed by the Spinning Units and Weaving Unit.

The windmills produced 371.91 Lakh units of power as against 337.51 Lakh units produced in the last year.

The Board of Directors of the Company at their meeting held on 4^th December 2023 has approved the MOU for sale of its entire shareholding in Young Brand Apparel Private Limited (YBAPL), subsidiary of the Company and for sale of its Garment unit at Palladam and land at SIPCOT, Perundurai to SP Apparels Limited. The Company has obtained the approval from the Shareholders of the Company through Postal Ballot on 10^th March 2024 for the disinvestment of shares held in subsidiary company. The Company has received an advance of Rs. 3,250 Lakhs during the year ended 31.03.2024. In terms of Ind AS-105,the operations of the above units were treated as discontinued operations and accounted accordingly.

PROSPECTS FOR THE FINANCIAL YEAR 2024-25

The textile and apparel industry is facing uncertainty and challenges in demand and operational Profitability. The export demand is weak on account of factors discussed earlier. The domestic demand looks promising but pricing concerns remain. Overall the prospects for the current year depends on improvement in demand scenario as well as prices and hence difficult to estimate at this point of time. During the year under review, the Company has entered into Memorandum of Understandings with S.P. Apparels Limited for sale of its Investments in the Subsidiary Viz., Young Brand Apparel Private Limited, a material Subsidiary, for a consideration of Rs. 95 Crores and sale of its garment unit located at Palladam Hi Tech Weaving Park, Palladam and Sale of 6.43 Acres of land with Buildings located at R-44, SIPCOT, Perundurai for a aggregate consideration of Rs. 58 Crores. The amounts realised out of the above transactions are proposed to be utilized for reduction of debts of the Company.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes and commitments affecting the Financial position of the Company, subsequent to the end of the Financial Year.

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with any Bank or Financial Institution.

PUBLIC DEPOSITS

The Company has no public deposits outstanding at the beginning of the year and, the Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

SHARE CAPITAL

During the year the Authorised Share Capital of the Company was increased from Rs. 50 Crores to Rs. 75 Crores Comprising of 15 Crores of Equity Shares of Rs. 5/- each, with the approval of Shareholders through Postal Ballot.

CORPORATE GOVERNANCE

In line with requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

your Company is committed to the principles of good Corporate Governance and continues to adhere good corporate governance practices consistently.

A separate section is given as part of this Annual Report, on Corporate Governance, Management Discussion and Analysis along with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL RETURN

Pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013, Annual Return for Financial Year ended on 31st March, 2024, is posted on the website of the Company viz., www.bannarimills.com

DIRECTORS

Sri S V Arumugam, (DIN 00002458) will retire by rotation at the ensuing Annual General Meeting, he is eligible for re-appointment and seeks re-appointment.

Sri C Sivasamy was appointed in the Board of Directors of the Company as an Additional Directors w.e.f 28.6.2023 and special resolution was passed to confirm his appointment as an Independent Director by the shareholders in the last Annual General meeting held on 25th September 2023 to comply with requirement under regulation 17 (1) (c) of SEBI (LODR) Regulations, 2015.

Sri K.P Ramakrishnan and Smt Priya Bhansali were appointed as additional Directors w.e.f 29.5.2024 for a term of 5 years in the capacity of Independent Directors subject to the approval of Shareholders. Special resolutions for this purpose are being placed before the ensuing Annual General Meeting, in compliance of the requirement s of the Regulation 17 (1) of SEBI (LODR) Regulations, 2015.

Sri K Sadhasivam, whose appointment as an Independent Director expires on 24.8.2024, on completion of his second term of 5 consecutive years of office as an Independent Director. It is Proposed to appoint him as Non - Executive Director, in Non - Independent Director category. A suitable resolution for his appointment is proposed at the ensuing Annual General Meeting.

Further Sri S Palaniswami and Dr.K Thillainathan appointment as Independent Directors expire on 24.8.2024. The Board places record of the valuable services rendered by them to the Company during their tenure of office.

All the Independent Directors have given declarations that they have met the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company has obtained a Certificate from Sri R Dhanasekaran, Company Secretary in Practice certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

KEY MANAGERIAL PERSONNEL

The Company has appointed the following persons as Key Managerial Personnel:

AUDIT COMMITTEE

The Audit Committee comprises of

1. Sri S Palaniswami - Chairman (Non- Executive Independent Director)

2. Sri K Sadhasivam - Member (Non- Executive Independent Director) and

3. Dr K R Thillainathan - Member (Non- Executive Independent Director)

The Board has implemented the suggestions made by the Audit Committee from time to time.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the evaluation of Independent Directors are done by the entire Board of Directors including performance and fulfilment of independence criteria specified in the regulation and their independence from the Management. Independent Directors at their meeting without participation, of non-Independent Directors and management considered and evaluated the Boards' performance, performance of the Chairman and Managing Director.

The Board has carried out an annual evaluation of performance of Board and of individual Directors as well as the Committees of Directors. The evaluation has been conducted internally in the manner prescribed by Nomination and Remuneration Committee.

BOARD MEETINGS

During the year under review, 8 (Eight) Board Meetings were conducted. The details of the same have been given in the Corporate Governance Report under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not furnished/extended any Corporate Guarantee during the year under review. Investments of the Company in the shares of other companies is provided under notes to Balance Sheet appearing in this Annual Report.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a 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 or ethics. The policy has been posted in the website of the Company: www.bannarimills.com.

POLICY ON NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors have framed a policy setting out the framework for payment of Remuneration to Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The policy is explained as part of the Corporate Governance Report. The Committee ensures that

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

c. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year in the ordinary course of business and the prices were at arm's length basis. Hence, the provisions of Section 188 (1) of the Companies Act, 2013 are not attracted. Further no materially significant related party transactions were entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Approval of Audit Committee was obtained for transactions of repetitive nature on annual basis. All related party transactions are placed before the Audit Committee for approval and Board of Directors for their review. The policy on Related Party Transactions is available in the website www.bannarimills.com. Disclosure of these Transactions in form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 as set out below :

Form AOC - 2

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

2. Details of material contracts or arrangement or transactions at arm's length basis: Nil

The company has borrowed Rs.17.00 Crores as Inter Corporate Deposits from Murugan Enterprise Private Limited, one of the Promoters and holding company of the company. There was no transaction made with any person or entity belonging to promoter/promoter group which holds 10% or more shareholding in the Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status and the Company's operation in future.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134 (5) of the Companies Act, 2013 your Directors confirm that:

a) Your Directors have followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures;

b) Your Directors have 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) Your Directors have 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) Your Directors have prepared the annual accounts on a going concern basis;

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

f) Your Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

The present Auditors of the Company M/s P N Raghavendra Rao & Co., Chartered Accountants, (Firm Registration No: 003328S) Coimbatore, were appointed for a term of 5 years, pursuant to the resolution passed by the members at the Annual General Meeting held on 26^th September, 2022 and hold office upto the conclusion of the Annual General Meeting to be held in the year 2027. The Company has received a communication from them confirming their eligibility to continue as Auditors of the Company.

The Auditor's Report does not contain any qualifications, reservation or adverse remarks, requiring any comments by the Board of Directors.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under provisions of Section 143 (12) of the Companies Act, 2013 and rules made thereunder.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr R Dhanasekaran, Practicing Company Secretary to undertake the Secretarial Audit of the Company in respect of the Financial Year 2023-24. The Secretarial Audit report of the Company and its material unlisted subsidiary Viz., Young Brand Apparel Private Limited are annexed herewith as Annexure - I.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time.

COST AUDITOR

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, the Board of Directors, on the recommendation of Audit Committee, has appointed Sri M Nagarajan, Cost Accountant, Coimbatore as Cost Auditor to conduct Cost Audit of the Company for the financial year 2024 - 2025. The Company has maintained such accounts and cost records as required under Section 148 (1) of the Companies Act, 2013.

JOINT VENTURE, ASSOCIATE AND SUBSIDIARIES

The Company has following three subsidiaries as on 31.3.2024:

i. Young Brand Apparel Private Limited (also Joint Venture Company)

ii. Young Brand Global Private Limited (Subsidiary of Young Brand Apparel Private Limited)

iii. Bannari Amman Infinite Trendz Private Limited.

In accordance with the Section 129 (3) of the Companies Act, 2013, the consolidated Financial Statements of the Company has been prepared which forms part of the Annual Report. A separate statement containing the salient features of the Financial Statements of Subsidiaries in Form AOC-1 (Part A) is ANNEXURE - II.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and to the Chairman and Managing Director of the Company.

The Company has Independent Internal Auditor and an Internal Audit Department, which monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, corrective actions are taken in the respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

STATEMENT ON RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act, 2013, the Committee has developed a Risk Management Policy and implemented the same. At present the Company has not identified any element of risk which may be of threat to the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee which shall recommend to the Board, the activities to be undertaken by the Company as specified in Schedule VII, recommend the amount of expenditure to be incurred on such activities and monitor the CSR policy of the Company. The company has fully spent the amount stipulated under the requirements of the Act. The

Company has constituted Corporate Social Responsibility Committee consisting of the following Directors:

1. Sri S V Arumugam - Chairman - Managing Director

2. Sri S Palaniswami - Member - Independent Director

3. Sri K Sadhasivam - Member - Independent Director

The CSR activities and its related particulars is enclosed as Annexure III

STATUTORY DISCLOSURES

I. Conservation of Energy and others- The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2024, relating to Conservation of Energy, etc., is enclosed as Annexure IV.

II. Remuneration of Directors and other details- 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 Directors' Report for the year ended 31st March, 2024 is provided in Annexure V.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review the human relations continued to be very cordial. The Company wishes to acknowledge the contribution of the employees at all levels of the Organisation.

The Company has an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee (ICC) has constituted to redress complaints of sexual harassment as provided therein. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

a. No. of complaints filed during the financial year 2023 - 24 - Nil

b. No. of complaints disposed off during the financial year 2023 - 24 - Nil

c. No. of complaints pending as on end of financial year 2023 - 24 - Nil

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels for the excellent performance of your company.