Directors Report of ACS Technologies Ltd.

Mar 31, 2025

The Directors have pleasure in submitting their 32^nd Annual Report together with the Company''s
Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY

The Financial Performance Summary and the State of the Company''s Affairs for the current financial
year ended March 31, 2025, along with the figures for the previous financial year, are as follows:

in T air fie

Particulars	Standalone		Consolidated
Particulars	31-Mar-25	31-Mar-24	31-Mar-25	31-Mar-24
Revenue from operations	11,154.10	8079.51	12,658.05	8199.40
Other Income	36.10	9.76	36.09	9.76
Total Revenue	11,190.20	8089.27	12,694.14	8209.16
Profit / (Loss) before Interest, Depreciation &Tax	1008.78	1071.03	1060.97	1085.59
Financial Charges	226.03	235.35	236.91	â¢ 235.43
Depreciation	248.24	482.53	257.41	488.11
Profit/ (Loss) before Tax	534.51	353.15	566.65	362.05
Less: Tax Expenses	76.52	(66.75)	82.95	(64.59)
Profit /(Loss)for the Year after tax	457.99	419.90	483.70	426.65

2. STATE OF THE COMPANY''S AFFAIRS â¢

During the period under review, on the Standalone basis, the Company achieved Total Revenue of Rs.
11154.10 Lakh is increased by 30.09% as against the Total Revenue of Rs. 8079.51 Lakhs in previous
financial year 2023-24. The Company has recorded a Net Profit after tax of Rs. 457.99 Lakhs is increased
by 9.07% as against the Net Profit after tax of Rs. 419.90 Lakhs in previous financial year 2023-24.

During the period under review, on the Consolidated basis, the Company achieved Total Revenue of
Rs. 12658.05 Lakh is increased by 54.37 % as against the Total Revenue of Rs. 8199.40 Lakhs in previous
financial year 2023-24. The Company has recorded a Net Profit after tax of Rs. 483.70 is increased
by13.48% as against the Net Profit after tax of Rs. 426.65 Lakhs in previous financial year 2023-24.

3. IMPORTANT HIGHLIGHTS WITH RESPECT TO THE TRADING APPROVAL OF THE
COMPANY IN THE BSE LIMITED

During the financial year 2024-25, the Company obtained in-principle approval from BSE Limited vide
its letter dated April 5, 2024, for the listing of its equity shares. As part of the listing process and in I!
compliance with regulatory requirements, the Company undertook the necessary corporate actions
with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited
(NSDL), which were completed on September 23, 2024.

Upon fulfillment of all requisite conditions and procedures, ACS Technologies Limited received the
final trading approval from BSE Limited on April 29, 2025. Pursuant to this, the equity shares of the
Company were listed and permitted to trade on the BSE platform with effect from May 7, 2025, at an
opening share price of Rs. 3.53, which was subsequently revised by BSE and again on 9^th May 2025 the
opening share price was Rs 16.99.

4. BOARD OF DIRECTORS AND OTHER INFORMATION

a) The Company''s Board of Directors have been constituted in compliance with the provisions of
Companies Act read with the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 ("SEBI (LODR) Regulation". The Composition of the Board is as under:

1. Mr. Ashok Kumar Buddharaju Chairman & Managing Director

2. Mrs. Anitha Alokam Whole-time Director

3. Mr. CV Satyanarayan Murthy Independent Director

4. Mr. Srinivasan Neti Independent Director

5. Dr. Swarna Subba Rao Independent Director

b) Details of Directors or KMPs resigned during and after the end of the financial year under
review.

Sl. No	Name	Designation	Reason for Cessation	Date of * Resignation (w.e.f)
1.	Mr. Sridhar Pentela	Company Secretary & Compliance Officer (KMP)	Resignation	15-06-2024

c) Details of Directors or KMPs appointed/re-appointed during and after the end of the financial
year under review.

Sl. No

Name

Designation

appointed/re-

appointed

Date of 9
Resignation
(w.e.f)

Mrs. Shilpi Gunjan

Company Secretary &
Compliance Officer
(KMP)

Appointed

17-06-2024

Dr. Swarna Subba Rao

Independent Director

Appointed

14-11-2024

d) In accordance with the provisions of Companies Act, 2013, Mrs. Anitha Alokam Whole Time

Director of the Company would retire by rotation and, being eligible, offer herself for reÂ¬
appointment. The Board of Directors recommends her re-appointment at the ensuing Annual
General Meeting. ^

e) Details of Whole-Time Key Managerial Personal (KMP)

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company
are Sri. Ashok Kumar Buddharaju, Chairman & Managing Director, Smt. Anitha Alokam, WholeÂ¬
time Director, Sri. A. Prabhakara Rao, Chief Financial Officer and Mrs. Shilpi Gunjan Company
Secretary & Compliance Officer.

Subsequent to the year under review, Mr. Sridhar Pentela, Company Secretary & Compliance Officer
has resigned w.e.f. 15^th June, 2024 and Mrs. Shilpi Gunjan was appointed as Company Secretary &
Compliance Officer w.e.f. 17^th June, 2024.

f) Other Disclosure
Board Evaluation

(9) of the ("SEBI (LODR) Regulation, 2015, the Board has carried out an evaluation of its own
performance, as well as the evaluation of the Committees of the Board. The manner in which
the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed
a policy for selection and appointment of Directors, Senior Management and their
remuneration. Remuneration Policy is stated in the Corporate Governance Report.

Familiarization Programmes for Independent Directors

The Independent Directors of the Company are eminent professionals with several decades of "
experience in banking and financial services, technology, finance, governance and
management areas, and fully conversant and familiar with the business of the Company. The
Company has an ongoing familiarization programme for all Independent Directors with regard
to their roles, duties, rights, responsibilities in the Company, nature of the industry in which
the Company operates, the business model of the Company, etc.

Meetings ~

During the year, Ten (10) Board Meetings and Four (4) Audit Committee Meetings were
convened and held. The details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.

5. DIVIDEND

The Directors have not recommended any dividend for the current financial year.

6. RESERVE AND SURPLUS

During the financial year 2024-25, the Company has not transferred any amount to amount to general
reserve.

7. SHARE CAPITAL

(a) No Change in Authorized Capital:

During the year under review, there was no change in the authorized share capital of the
Company as per the records maintained with the Ministry of Corporate Affairs (MCA). The
authorized share capital continues to stand at ^344,00,00,000/- (Rupees Three Hundred Forty-
Four Crore only), divided into 34,40,00,000 equity shares of ?10/ - each.

However, pursuant to the order passed by the Hon''ble National Company Law Tribunal
(NCLT), the authorized share capital of the Company stands revised to ^172,00,00,000/- (Rupees
One Hundred Seventy-Two Crore only), divided into 17,20,00,000 equity shares of ?10/- each.

The Company has duly filed Form INC-28 with the Registrar of Companies (ROC) for giving
effect to the said NCLT order.

Due to a technical issue, the revised authorized share capital has not yet been reflected on the
MCA portal. The Company is actively coordinating with the ROC for necessary correction and
updation of records

(b) No Change in Issued/Subscribed/Paid-up Capital:

During the period under review, the Issued/Subscribed/Paid-up Capital of the Company is Rs.
60,74,19,480/- (Rupees Sixty Crore Seventy-Four Lakh Ninteen Thousand Four Hundred Eighty)
divided into 6,07,41,948 Equity shares of Rs. 10/- (Rupees Ten only) each.

Company has not issued any Equity shares with differential rights, Sweat Equity Shares and also
no Employee Stock Options were granted during the year under review. Therefore, no
disclosures pursuant to Rule 4(4), Rule 8(13) and Rule 12 (9) of the Companies (Share Capital and
Debenture Rules), 2014 are required to be given.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, your directors confirm:

a) That the directors in the preparation of the annual accounts the applicable accounting standards
have been followed along with proper explanations relating to material departures.

b) That 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) That the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safe guarding the assets of
the company and for preventing and deleting fraud and other irregularities.

d) That the directors had prepared the annual accounts on the going concern basis.

e) That 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) That 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.

9. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
AT WORKPLACE

The Company has put in place the Prevention of Sexual Harassment Policy (POSH) in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Compliance Committee (ICC) has been constituted in compliance
with the requirements of said Act to redress complaints received regarding sexual harassment. All
employees are covered under this Policy. Employees at all levels are being sensitized about the Policy
and the remedies available thereunder. During the Financial year 2024-25, Nil complaints were
received by ICC.

10. RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

i. Company ensures that the Operations are conducted in the manner whereby optimum
utilization and maximum possible savings of energy is achieved.

ii. No specific investment has been made in reduction in energy consumption

iii. As the impact of measures taken for conservation and optimum utilization of energy are
not quantitative, its impact on cost cannot be stated accurately.

B. TECHNOLOGY ABSORPTION

There is no technology absorption involved in the operations of the Company.

C. EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT

No expenditure was incurred on Research and Development by the Company during the
period under review.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars	2024-25 (Rs. In Lakhs)
Import	233.294
Export	00.00

11. AUDITORS

A. STATUTORY AUDITORS

M/s. GORANTLA & Co., Chartered Accountants, (Firm Registration No: 16943S) have been reÂ¬
appointed at the 30^th AGM held on September 30, 2023 as the Statutory Auditors of the Company
for a second term of Five (5) consecutive years to audit the financial statements of the Company
from FY 2022-23 to FY 2026-27 and to hold office from the conclusion of 30^thAGM till the conclusion
of 35^thAGM. The Independent Auditors'' Report and Annexure referred to this Report are selfÂ¬
explanatory and do not call for any further comments. The Auditors'' Report does not contain any
qualification, reservation, adverse remark or disclaimer.

B. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed
VCSR and Associates, Practicing Company Secretaries in Whole-time Practice, a peer reviewed
firm, having Firm Registration No. P2014AP034200 to carry out Secretarial Audit for the period of
five years 2025-2026 to hold office from the conclusion of the ensuing 32^nd Annual General Meeting
till the conclusion of the 37^th Annual General Meeting of the Company to be held in the year 2030,
subject to the approval of the shareholders of the Company at the ensuing 32^nd Annual General
Meeting. The report of the Secretarial Auditor in Form MR-3 for the FY 2024-25 is enclosed as
Annexure 1 and forms part of this report.

C. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the period under review, the Corporate Social Responsibility (CSR) provisions are not
applicable to the Company.

12. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975 in respect of employees of the Company and Directors is
annexed herewith as Annexure 2.

13. WEB-ADDRESS OF ANNUAL RETURN

Web-address of the draft Annual Return pursuant to sub-section (3) of Section 92 is updated in the
website of the Company. Link for the Annual Return is as under
https://www.acstechnologies.co.in/annual reports.html

14. RELATED PARTY TRANSACTIONS

All related party transactions were placed before the Audit Committee for approval. Prior omnibus
approval of the Audit Committee was obtained for the transactions which are foreseen and are
repetitive in nature. All the related party transactions entered into by the Company were in the
ordinary course of business and on an arm''s length basis. Form AOC-2 will not form part of Board''s
report, as all the transactions with related parties are in arm''s length basis or in ordinary course of
business. There are no materially significant related party transactions during the year which may
have a potential conflict with the interest of the Company at large. Related party transactions as
required under the Indian Accounting Standards are disclosed in Notes to the financial statements of
the Company for the financial year ended March 31, 2025.

15. HOLDING, SUBSIDIARY/ ASSOCIATE COMPANIES

As on 31^stMarch, 2025, the Company does not have any Holding Company, one (1) Subsidiary
Company the details of which is tabulated hereunder.

S.No.	Name of the Company	Subsidiary/ Associate	% of Share Held
1.	IOTIQ Innovations Private Limited	Material Subsidiary	51

Note: As per the audited balance sheet of ACS Technologies Limited, IOTIQ INNOVATIONS
PRIVATE LIMITED has been identified and declared as a material subsidiary. This classification is
based on the significance of its financial performance and/ or assets relative to the parent company,
ACS Technologies Limited. Being a material subsidiary, IOTIQ Innovations Private Limited''s
financials and operations are subject to additional oversight and disclosure requirements in line with
regulatory norms to ensure transparency and effective governance. ^

16. CORPORATE GOVERNANCE

The Corporate Governance Report together with the Certificate from the Practicing Company
Secretary of the Company regarding compliance with the requirements of Corporate Governance as
stipulated SEBI (LODR) Regulations, 2015, is appended as Annexure 3 to this Report.

17. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, highlighting the industry structure and
developments, opportunities and threats, future outlook, risks and concerns, etc., is provided
separately in the Annual Report and forms part of this Directors'' Report.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism
for reporting illegal or unethical behavior. The Company has established a robust Vigil Mechanism
and a whistle-blower policy in accordance with provisions of the Act and Listing Regulations. Under
the whistle-blower policy, employees are free to report any improper activity resulting in violation of
laws, rules, regulations, or code of conduct by any of the employees to the Competent Authority or
Chairman of the Audit Committee, as the case may be. Any complaint received is reviewed by the
Competent Authority or Chairman of the Audit Committee as the case may be. No employee has been
denied access to the Audit Committee. The policy on Vigil Mechanism/Whistle-Blower can be
accessed on the Company''s website at:

https://www.acstechnologies.co.in/assets/docs/Code%20of%20Conduct/WHISTLEBLOWER%20
%20PQL.ICYm.pdf

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size, scale, and complexity of
its operations. To maintain its objectivity and independence, the Internal Auditor reports to the
Chairman of the Audit Committee of the Board & to the Chairman & Managing Director of the
Company. The Internal Auditor monitors and evaluates the efficacy and adequacy of the 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 the internal audit function, process
owners undertake corrective action in their 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. -

20. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial control commensurate with the size, scale, and
complexity of its operations. During the year, such controls were tested, and no reportable material
weakness in the design or operations was observed. The Company has policies and procedures in
place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information. The Company has adopted
accounting policies which are in line with the Accounting Standards and the Act. These are in
accordance with generally accepted accounting principles in India. The Company has a robust
financial closure, certification mechanism for certifying adherence to various accounting policies,
accuracy of provisions and other estimates.

21. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS

The company continues to accord high priority to the health and safety of employees at its corporate
office and its other locations. During the year under review, the company conducted safety training
programs for increasing disaster preparedness and awareness among all employees at the Head office.
Training programs and mock drills for safety awareness were also conducted for all employees. Safety
Day was observed with safety competition programs with aim to imbibe safety awareness among the
employees at the Head Office . During the year under review, your Company enjoyed a cordial
relationship with workers and employees at all levels.

22. OTHER INFORMATION

A. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has given Corporate guarantees to its Subsidiary IOTIQ INNOVATION PRIVATE
LIMITED on 31^st December 2024 of Rs. 2.50 crore

The Company enhances the credit facility from HDFC Bank Limited to Rs 36.50 in the financial
Year.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors of the Company under
Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the
Company or to the Central Government.

B. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 or 74 of the
Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

C. DEMATERIALIZATION OF SHARES

The Equity Shares of your Company have been admitted by CDSL/ NSDL for dematerialization.

In response to the compliance with SEBI Circular SEBI/ HO/ MIRSD/ DOP1/ CIR/ P/ 2018/73
dated April 20, 2018, your company had issued 4 (four) reminders to all the Shareholders whose
shares are in physical mode and requested them to dematerialize their shares. The Board pleased
to inform that in compliance with Regulation 39 of the SEBI (LODR), Regulation, 2015 entered with
Bombay Stock Exchange Limited, the unclaimed equity shares were dematerialized and the same -
are lying in the DEMAT suspense account. Shareholders are requested to claim their shares in
DEMAT form by submitting their claims to the Company / RTA.

D. RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the Listing
Regulation, the company has not constituted a risk management committee. As this Regulation is
not applicable to the Company.

E. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the period under review, ACS Technologies Limited has filed a plea on 20^th January 2025
before the Hon''ble National Company Law Tribunal (NCLT) seeking directions to Central
Depository Services (India) Limited (CDSL) to complete the corporate action in accordance with
the approved resolution plan of LN Industries India Limited. The company has requested the
Tribunal to direct CDSL to give effect to the extinguishment and cancellation of 83,82,652 equity
shares belonging to the promoters'' category and to proceed with the allotment of 60,340 equity
shares to other shareholders whose shares are pledged, as mandated under the resolution plan.
Despite the plan having been duly approved under the provisions of the Insolvency and
Bankruptcy Code, CDSL has not implemented these corporate actions, prompting ACS
Technologies Limited to approach the NCLT to ensure compliance with the binding terms of the
approved resolution plan. there are no significant and material orders passed by the Regulators or

Courts or Tribunals which would impact the going concern status and the Company''s future
operations.

F. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year under review, there was no change in the nature of business of the
Company.

G. COMPLIANCE WITH SECRETARIAL STANDARD

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating effectively.

H. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the period under review, there were no application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016). O ¹

I. COST AUDIT

The provisions of Section 148 of the Companies Act, 2013 w.r.t. cost audit is not application to the
Company.

J. REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMIT OF THE CITY

The registered office of the Company is at Pardha Picasa, Level 7, Durgam Cheruvu Road,
Madhapur, Hyderabad, Telangana, India, 500081 in the local limits from its current address
w.e.f. May 6, 2024.

23. ACKNOWLEDGEMENT

The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial
Institutions, Insurance Companies, Central and State Government Departments and the shareholders
for their support and Co-operation extended to the Company from time to time. Directors are pleased
to record their appreciation of the sincere and dedicated services of the employees and workmen at all
levels.

By order of the Board

For ACS Technologies Limited

Date:2805/2025

Place: Hyderabad Ashok Kumar Buddharaju ^

Chairman and Managing Director

(DIN: 03389822)

Mar 31, 2024

The Directors have pleasure in submitting their 31^st Annual Report together with the Companyâs Audited Financial
Statements for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY

The Financial Performance Summary and the State of the Companyâs Affairs for the current financial year ended March 31,
2024, along with the figures for the previous financial year, are as follows:

Particulars	S 31-Mar-24	tandalone 31-Mar-23	C 31-Mar-24	consolidated 31-Mar-23
Revenue from operations	8079.51	6883.57	8199.40	6944.98
Other Income	9.76	5.17	9.76	5.17
Total Revenue	8089.27	6888.74	8209.16	6950.15
Profit /(Loss) before Interest, Depreciation &Tax	1071.03	613.22	1085.59	624.29
Financial Charges	235.35	183.42	235.43	183.60
Depreciation	482.53	129.81	488.11	136.42
Profit / (Loss) before Tax	353.15	299.99	362.05	304.27
Less: Tax Expenses	(66.75)	13.19	(64.59)	14.06
Profit / (Loss) for the Year after tax	419.90	286.80	426.65	290.21

2. STATE OF THE COMPANYâS AFFAIRS

During the period under review, on the Standalone basis, the Company achieved Total Revenue of Rs. 8089.27 Lakh is
increased by 17.43% as against the Total Revenue of Rs. 6888.74 Lakhs in previous financial year 2022-23. The Company
has recorded a Net Profit after tax of Rs. 419.90 Lakhs is increased by 56.21% as against the Net Profit after tax of Rs.
286.80 Lakhs in previous financial year 2022-23.

During the period under review, on the Consolidated basis, the Company achieved Total Revenue of Rs. 8209.16 Lakh is
increased by 18.12% as against the Total Revenue of Rs. 6950.15 Lakhs in previous financial year 2022-23. The Company
has recorded a Net Profit after tax of Rs. 426.65 Lakhs is increased by 47.01% as against the Net Profit after tax of Rs.
290.21 Lakhs in previous financial year 2022-23.

3. IMPORTANT HIGHLIGHTS WITH RESPECT TO THE LISTING APPROVAL OF THE COMPANY IN
THE BSE LIMITED

In accordance with Order No. CP (IB) NO. 17/9/HDB/2022 issued by the Honâble National Company Law Tribunal (NCLT)
and the Resolution Plan approved by the Honâble NCLT, the Board of the Company has resolved to implement the following
measures:

1. Extinguishment of Promoters'' Shareholding: The entire shareholding of the erstwhile promoters and promoter group
of the Company will be extinguished without any payout.

2. Cancellation of Public Shareholding: The public shareholding of the Company will be reduced by 98% as of the record
date.

3. Allotment of Equity Shares: A total of 20,00,000 (Twenty Lakhs) equity shares will be allotted to Mr. Vivek Kumar
Ratakonda and Mr. Ashok Kumar Buddharaju, who are the Resolution Applicants.

4. 5,39,80,094 Equity Shares of Rs. 10/- each allotted on preferential basis for scheme of merger of ACS Technologies
Ltd. With LN Industries Ltd (now known as ACS Technologies Ltd.)

5. 30,00,000 Equity Shares of Rs. 10/- each allotted on preferential basis bearing distinctive no. 57741949 to 60741948.

During the financial year 2023-24, the Company had applied to the BSE Limited for listing approval and the BSE has issued
its in-principle approval vide its letter dated 5^th April, 2024. The company is undergoing the process to take confirmation
from CDSL and NSDL which is a pre-requisite to obtain trading approval from BSE.

4. BOARD OF DIRECTORS AND OTHER INFORMATIONS

a) The Companyâs Board of Directors have been constituted in compliance with the provisions of Companies Act
read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (âSEBI (LODR)
Regulationâ. The Composition of the Board is as under:

5. Mr. Ashok Kumar Buddharaju Chairman & Managing Director

6. Mrs. Anitha Alokam Whole-time Director

7. Mr. CV Satyanarayana Murthy Independent Director

8. Mr. Srinivasan Neti Independent Director

b) Details of Directors or KMPs resigned during and after the end of the financial year under review.

Sl. No	Name	Designation	Reason for Cessation	Date of Resignation (w.e.f)
1.	Mr. Garlapati Laxma Reddy	Independent Director	Cessation due to NCLT Order	25-04-2023
2.	Mr. Shailesh Shivram Mistry	Independent Director	Cessation due to NCLT Order	25-04-2023
3.	Mrs. Sneha Rupesh Talreja	Independent Director	Cessation due to NCLT Order	25-04-2023
4.	Mr. Kumar Reddy Madhu Lattupalli	Independent Director	Cessation due to NCLT Order	25-04-2023
5.	Mrs. Rama Devi Buddharaju	Director	Resignation	19-10-2023
6.	Mr. Venkata Nagarjuna. P	Company Secretary & Compliance Officer (KMP)	Resignation	04-11-2023
7.	Mr. Sridhar Pentela	Company Secretary & Compliance Officer (KMP)	Resignation	15-06-2024

c) Details of Directors or KMPs appointed/re-appointed during and after the end of the financial year under review.

Sl. No	Name	Designation	appointed/re- appointed	Date of Resignation (w.e.f)
1.	Mr. Venkata Nagarjuna. P	Company Secretary & Compliance Officer (KMP)	Appointed	10-04-2023
2.	Mr. Ashok Kumar Buddharaju	Director	Appointed	25-04-2023
3.	Mrs. Rama Devi Buddharaju	Director	Appointed	25-04-2023
4.	Mrs. Anitha Alokam	Director	Appointed	25-04-2023
5.	Mr. A. Prabhakara Rao	CFO (KMP)	Appointed	05-05-2023
6.	Mr. Ashok Kumar Buddharaju	Chairman and Managing Director	Change in Designation	30-05-2023
7.	Mr. CV Satyanarayana Murthy	Independent Director	Appointed	05-09-2023
8.	Mr. Srinivasan Neti	Independent Director	Appointed	05-09-2023
9.	Mrs. Anitha Alokam	Executive Director	Change in Designation	10-11-2023
10.	Mr. Sridhar Pentela	Company Secretary & Compliance Officer (KMP)	Appointed	10-11-2023
11.	Ms. Shilpi Gunjan	Company Secretary & Compliance Officer (KMP)	Appointed	17-06-2024

d) In accordance with the provisions of Companies Act, 2013, Sri. Ashok Kumar Buddharaju, Chairman & Managing
Director of the Company would retire by rotation and, being eligible, offer himself for re-appointment. The Board
of Directors recommends his re-appointment at the ensuing Annual General Meeting.

e) Details of Whole-Time Key Managerial Personal (KMP)

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, during the period under review, the Key Managerial Personnels of the Company were
Sri. Ashok Kumar Buddharaju, Chairman & Managing Director, Smt. Anitha Alokam, Whole-time Director, Sri. A.
Prabhakara Rao, Chief Financial Officer and Mr. Sridhar Pentela Company Secretary & Compliance Officer.

Subsequent to the year under review, Mr. Sridhar Pentela, Company Secretary & Compliance Officer has resigned w.e.f.
15^th June, 2024 and Ms. Shilpi Gunjan was appointed as Company Secretary & Compliance Officer w.e.f. 17^th June, 2024.

f) Other Disclosure
Board Evaluation

Pursuant to Section 178 (2) of the Companies Act, 2013, the Nomination and Remuneration Committee has
evaluated the performance of individual Directors in its duly convened meeting. Pursuant to Section 134 (3) (p) of
the Companies Act, 2013 and Regulation 4 (2) (f) (ii) (9) of the (âSEBI (LODR) Regulation, 2015, the Board has
carried out an evaluation of its own performance, as well as the evaluation of the Committees of the Board. The
manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. Remuneration Policy is stated
in the Corporate Governance Report.

Familiarization Programmes for Independent Directors

The Independent Directors of the Company are eminent professionals with several decades of experience in banking
and financial services, technology, finance, governance and management areas, and fully conversant and familiar
with the business of the Company. The Company has an ongoing familiarization programme for all Independent
Directors with regard to their roles, duties, rights, responsibilities in the Company, nature of the industry in which
the Company operates, the business model of the Company, etc.

Meetings

During the year Thirteen (13) Board Meetings and Five (5) Audit Committee Meetings were convened and held.
The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.

5. DIVIDEND

The Directors have not recommended any dividend for the current financial year.

6. RESERVE AND SURPLUS

During the financial year 2023-24, the Company has not transferred any amount to amount to general reserve.

7. SHARE CAPITAL

(a) No Change in Authorized Capital:

During the year under review, there was no change in the Authorized Capital of the Company. The Authorized Capital
of the Company is Rs. 172,00,00,000/- (Rupees One Hundred Seventy-Two Crore only) divided into 17,20,00,000 Equity
shares of Rs. 10/- each.

(b) Change in Issued/Subscribed/Paid-up Capital:

During the period under review, the Issued/Subscribed/Paid-up Capital of the Company is increased from Rs.

55,94,19,480/- (Rupees Fifty Five Crore Ninety-Four Lakh Nineteen Thousand Four Hundred Eighty only) divided into
5,59,41,948 Equity shares of Rs. 10/- each to Rs. 60,74,19,480/- (Rupees Sixty Crore Seventy-Four Lakh Nineteen
Thousand Four Hundred Eighty) divided into 6,07,41,948 Equity shares of Rs. 10/- (Rupees Ten only) each.

Company has not issued any Equity shares with differential rights, Sweat Equity Shares and also no Employee Stock
Options were granted during the year under review. Therefore, no disclosures pursuant to Rule 4(4), Rule 8(13) and Rule
12 (9) of the Companies (Share Capital and Debenture Rules), 2014 are required to be given.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, your directors confirm:

a) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed
along with proper explanations relating to material departures.

b) That 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) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and
deleting fraud and other irregularities.

d) That the directors had prepared the annual accounts on the going concern basis.

e) That 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) That 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.

9. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has put in place the Prevention of Sexual Harassment Policy (POSH) in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Compliance
Committee (ICC) has been constituted in compliance with the requirements of said Act to redress complaints received
regarding sexual harassment. All employees are covered under this Policy. Employees at all levels are being sensitized about
the Policy and the remedies available thereunder. During the Financial year 2023-24, Nil complaints were received by ICC.

10. RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

i. Company ensures that the Operations are conducted in the manner whereby optimum utilization and maximum
possible savings of energy is achieved.

ii. No specific investment has been made in reduction in energy consumption

iii. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its
impact on cost cannot be stated accurately.

B. TECHNOLOGY ABSORPTION

There is no technology absorption involved in the operations of the Company.

C. EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT

No expenditure was incurred on Research and Development by the Company during the period under review.

Particulars	2023-24
Import	$ 3,699.00 USD
Export	$ 1,92,227.50 USD

11. AUDITORS

A. STATUTORY AUDITORS

M/s. GORANTLA & Co., Chartered Accountants, (Firm Registration No: 16943S) have been re-appointed at the 30^thAGM held on September 30, 2023 as the Statutory Auditors of the Company for a second term of Five (5) consecutive
years to audit the financial statements of the Company from FY 2023-24 to FY 2027-28 and to hold office from the
conclusion of 30^th AGM till the conclusion of 35^th AGM. The Independent Auditorsâ Report and Annexure referred to
this Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any
qualification, reservation, adverse remark or disclaimer.

B. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s VCSR & Associates, Company
Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2024-2025. The report of the
Secretarial Auditor in Form MR-3 for the FY 2023-24 is enclosed as Annexure 1 and forms part of this report. The
Secretarial Auditors have, in their report, given observation that the Nomination and Remuneration Committee of the
Company is not properly constituting with required no of non-executive Directors.

Reason for delay: The reconstitution of Nomination and Remuneration Committee with proper combination of NonÂ¬
Executive Directors is in progress. The process got delayed because the Company is in transition period of
implementation of the Merger order of Honâble NCLT.

C. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the period under review, the Corporate Social Responsibility (CSR) provisions are not applicable to the
Company.

12. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 in respect
of employees of the Company and Directors is annexed herewith as Annexure 2.

13. WEB-ADDRESS OF ANNUAL RETURN

Web-address of the draft Annual Return pursuant to sub-section (3) of Section 92 is updated in the website of the Company.
Link for the Annual Return is as under https://www.acstechnologies.co.in/

14. RELATED PARTY TRANSACTIONS

All related party transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit
Committee was obtained for the transactions which are foreseen and are repetitive in nature. All the related party transactions
entered into by the Company were in the ordinary course of business and on an armâs length basis. Form AOC-2 will not
form part of Boardâs report, as all the transactions with related parties are in armâs length basis or in ordinary course of
business. There are no materially significant related party transactions during the year which may have a potential conflict
with the interest of the Company at large. Related party transactions as required under the Indian Accounting Standards are
disclosed in Notes to the financial statements of the Company for the financial year ended March 31, 2024.

15. HOLDING, SUBSIDIARY/ ASSOCIATE COMPANIES

As on 31^st March, 2024, the Company does not have any Holding Company, one (1) Subsidiary Company the details of
which is tabulated hereunder.

S. No.	Name of the Company	Subsidiary/ Associate	% of Share Held
1.	IOTIQ Innovations Private Limited	Subsidiary	51

16. CORPORATE GOVERNANCE

The Corporate Governance Report together with the Certificate from the Practicing Company Secretary of the Company
regarding compliance with the requirements of Corporate Governance as stipulated SEBI (LODR) Regulations, 2015 is
appended as Annexure 3 to this Report.

17. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and
threats, future outlook, risks and concerns, etc., is provided separately in the Annual Report and forms part of this Directorsâ
Report.

18. VIGIL MECHANISM / WHISTLEBLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal
or unethical behavior. The Company has established a robust Vigil Mechanism and a whistle-blower policy in accordance
with provisions of the Act and Listing Regulations. Under the whistle-blower policy, employees are free to report any
improper activity resulting in violation of laws, rules, regulations, or code of conduct by any of the employees to the
Competent Authority or Chairman of the Audit Committee, as the case may be. Any complaint received is reviewed by the
Competent Authority or Chairman of the Audit Committee as the case may be. No employee has been denied access to the
Audit Committee. The policy on Vigil Mechanism/Whistle-Blower can be accessed on the Companyâs website at:
https://www.acstechnologies.co.in/

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To
maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board
& to the Chairperson & Managing Director of the Company. The Internal Auditor monitors and evaluates the efficacy 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, process owners undertake corrective
action in their 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.

20. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial control commensurate with the size, scale and complexity of its
operations. During the year, such controls were tested and no reportable material weakness in the design or operations were
observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information. The Company has adopted accounting policies which
are in line with the Accounting Standards and the Act. These are in accordance with generally accepted accounting principles
in India. The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting
policies, accuracy of provisions and other estimates.

21. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS

The company continues to accord high priority to health and safety of employees at manufacturing locations. During the
year under review, the company conducted safety training programmes for increasing disaster preparedness and awareness
among all employees at the Head office and the cement plants. Training programmes and mock drills for safety awareness
were also conducted for all employees. Safety Day was observed with safety competition programmes with aim to imbibe
safety awareness among the employees at the Head office and the cement plants. During the year under review, your
Company enjoyed cordial relationship with workers and employees at all levels.

22. OTHER INFORMATION

A. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act,
2013.

B. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the
Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government.

C. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 or 74 of the Companies Act, 2013 and
Companies (Acceptance of Deposits) Rules, 2014.

D. DEMATERIALIZATION OF SHARES

The Equity Shares of your Company have been admitted by CDSL/ NSDL for dematerialization. In response to the
compliance with SEBI Circular SEBI/ HO/ MIRSD/ DOP1/ CIR/ P/ 2018/73 dated April 20, 2018, your company had
issued 4 (four) reminders to all the Shareholders whose shares are in physical mode and requested them to dematerialize
their shares.

E. RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the Listing Regulation, risk management
committee is non-mandatory committee in the Company as per the market capitalization. However, the Board of
Directors has voluntarily constituted the Committee. At present the company has not identified any element of risk.

F. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the period under review, there are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status and the Companyâs future operations.

Please note that During the previous financial year 2022-23, ACS Technologies Limited which was formerly known as
LN Industries India Limited has filed a scheme of arrangement in Honâble National Company Law Tribunal (NCLT).
Hyderabad and the Honâble NCLT passed order no. CP(IB) No. 17/9/HDB/2022 Dated 24^th March 2023 approving the
scheme.

G. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year under review, there was no change in the nature of business of the Company.

H. COMPLIANCE WITH SECRETARIAL STANDARD

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and operating effectively.

I. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016)

During the period under review, there were no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).

J. COST AUDIT

The provisions of Section 148 of the Companies Act, 2013 w.r.t. cost audit is not application to the Company.

K. CHANGE OF REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMIT OF THE
CITY

The registered office of the Company is changed from Plot No. 424/A, Road No. 18, Jubilee Hills, Hyderabad,
Telangana, to the new address at Pardha Picasa, Level 7, Durgam Cheruvu Road, Madhapur, Hyderabad, Shaikpet,
Telangana, India, 500081 in the local limits from its current address w.e.f. May 6, 2024.

23. ACKNOWLEDGEMENT

The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial Institutions, Insurance
Companies, Central and State Government Departments and the shareholders for their support and Co-operation extended
to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services
of the employees and workmen at all levels.

By order of the Board
For ACS Technologies Limited

Date: 30/05/2024

Place: Hyderabad Ashok Kumar Buddharaju

Chairman and Managing Director
(DIN: 03389822)

Mar 31, 2016

DIRECTORS REPORT

To,

The Members of LN INDUSTRIES INDIA LIMITED.

The Directors hereby present the Twenty Second Annual Report of your Company together with the Audited Accounts for the financial year ended March 31, 2016 and the Report of the Auditor thereon.

FINANCIAL RESULTS:

(Rs. In Lakhs

Particulars	For the year ended 31st March '' 2016	For the year ended 31st March '' 2015
Revenue from operations	0.00	46.34
Other Income	5.68	2.86
Total Income	5.68	49.20
Total Expenditure	2,875.88	443.17
Profit / (Loss) before exceptional items	(2,870.20)	(393.97)
Exceptional Items	2.60	0.97
Profit / (Loss) before extraordinary items	(2,872.80)	(394.94)
Extraordinary items	0.00	0.00
Profit / (Loss) before tax	(2,872.80)	(394.94)
Less : Provision for tax	0.00	0.00
Profit / (Loss) after tax for the year	(2,872.80)	(394.94)
Basic and Diluted EPS	(2.83)	(0.39)

STATE OF COMPANY''S AFFAIRS:

The manufacturing operations of the Company have not taken place during the year owing to non-availability of the working capital from the banks as the credit facilities from State Bank of Hyderabad have become NPA. Company is taking steps to resume the operations by entering into job work arrangement with various vendors. The developer to whom the Company has given the Company Land for development has obtained approvals from the regulatory authorities and the development activity is expected to commence. The Company is yet to settle dues of the JM Financial ARC Private Limited with whom the Company assets are charged.

INDUSTRY STRUCTURE AND DEVELOPMENT:

The Company is engaged in the manufacture of Texturized Twisted Polyester Dyed Yarn and Nylon Dyed Yarn.

The product of the Company Polyester Dyed Yarn is used in the manufacturing of Dress Materials, Sarees. Shirting, Suiting and Furnishing Fabrics. Another Product Nylon Dyed Yarn in used in the manufacture of Socks, Sport Gear etc.,

With the emphasis of the Government in giving inputs to the Textile Industry Company has opportunity to revive its operations. The products of the Company command good brand recall due to their presence over past 2 decades. The market offers opportunities to the Company to for scaling up its operations.

LISTING OF EQUITY SHARES:

The Company''s Equity shares are presently listed on BSE Limited and the Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2015 - 2016.

TRANSFER TO RESERVES:

The Company has incurred a loss of Rs.2,872.80 lacs during the year. The said loss is set off against the reserves held by the Company.

CHANGE IN NAUTURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2016 to the date of signing of the Directors Report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

The Company does not have any subsidiaries or associate companies. Hence the required information under this head is not being attached to the report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a Certificate by the Statutory Auditors regarding compliance of the conditions of Corporate Governance by your Company as stipulated in Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulation 2015 with Stock Exchanges are annexed to this Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in subsection (6) of Section 149 of the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS:

The performance of the Individual Directors on the Board and the Committees thereof is done by the Board and the Independent Directors in their exclusive meeting done as per the policy formulated by the Board in this regard.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board, the Committees of the Board and Individual Directors is done on annual basis.

The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

CHANGES IN DIRECTORS:

INDUCTIONS:

During the year there were no inductions on to the Board of the Company.

RE - APPOINTMENTS:

As per the provisions of the Companies Act 2013, Mr.G.Laxma Reddy (DIN: 06902285) retires at the ensuing Annual General Meeting and being eligible, seek his re-appointment. The Board recommends his reappointment.

None of the independent directors will retire at the ensuing Annual General Meeting.

RESIGNATIONS:

No Directors have resigned during the year under review.

CHANGES IN KEY MANAGERIAL PERSONNEL:

There have been no changes in the Key Managerial Personnel.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review Six (6) times Board meetings were held on the following dates:

1. 21st April '' 2015.

2. 15th May''2015.

3. 13th August '' 2015.

4. 29th August '' 2015.

5. 14th November '' 2015.

6. 13th February '' 2016.

The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013. All the recommendations given by the Audit Committee are accepted by the Board.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2015 - 16, the applicable accounting standards have been followed and there are no material departures;

ii. 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 the financial year;

iii. and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v. laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under any of the criteria specified under the provisions of Companies Act, 2013. Hence the Company has not constituted any committee and is not required to furnish information required under the provisions of the said Act.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2015 - 16.

TRANSACTIONS WITH RELATED PARTIES:

There were no related party transactions during the year except that entered in the ordinary course of business and on arms length basis. There were no materially significant related party transactions between your Company and the Directors, promoters, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of Company at large.

Form AOC - 2 for disclosure of particulars of contracts / arrangements, entered into by your Company with related parties is attached herewith as Annexure - I.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with clause (m) of sub section (3) of Section 134 of the Companies Act, 2013 is annexed herewith as Annexure - II to this report.

PARTICULARS OF EMPLOYEES:

The information and statement containing particulars of employees required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) and Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are provided in Annexure -III and forms part of this report.

The Nomination and remuneration committee of the Company has affirmed that the remuneration is as per the Remuneration policy of the Company.

Your Directors take this opportunity to record their deep appreciation of the continuous support and contribution from all employees of the Company.

EXTRACT OF ANNUAL RETURN:

As required under Sub-Section (3) of Section 92 of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return in Form MGT - 9 forms part of this report as Annexure - IV.

DEPOSITS:

During the year under review your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

AUDITORS:

Statutory Auditors:

At the Annual General Meeting held on September 30, 2015, M/s. Kumar & Giri, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 22nd Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Kumar & Giri, Chartered Accountants, as the statutory auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

There are no specifications, reservations, adverse remarks on disclosures by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2015-16, the Company has not received any complaints on sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, State and Central Government Agencies. Your Directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

on behalf of the Board of Directors

for LN INDUSTRIES INDIA LIMITED

Place: Hyderabad.

Date: 30-08-2016. G. SURENDER REDDY

Managing Director

DIN:00109441

Mar 31, 2015

The Directors hereby present the Twenty Second Annual Report of your Company together with the Audited Accounts for the financial year ended March 31, 2015 and the Report of the Auditor thereon.

FINANCIAL RESULTS:

(Rs. In Lakhs)

For the year ended For the yearended Par ticular 31st March '' 2015 31st Ma rch '' 2014 Revenue from operations 46.3 4 316.34

Other Income 2.86 10.70

Total Income 49.20 327.04

Total Expenditure 443.17 1304.94

Profit / (Loss) before exceptional items (393.97) (977.90)

Exceptional Items 0.97 1859.10

Profit / (Loss) before extraordinary items (394.94) (2837.00)

Extraordinary items 0.00 0.00

Profit / (Loss) before tax (394.94) (2837.00) Less : Provision for tax 0.00 0.00

Profit / (Loss) after tax for the year (394.94) (2837.00)

Basic and Diluted EPS (0.39) (2.79)

STATE OF COMPANY''S AFFAIRS:

The Company has undertaken during the year only Job works/Conversion Works owing to lack of working capital. Due to the same the turnover has been very low during the year. The Development activity at the land given by Company under Joint Development Agreement would commence shortly with the receipt of necessary approvals from Regulatory Authorities. The Working Capital and Term Loan due to State Bank of Hyderabad (SBH) are declared as NPA (Non Performing Asset) by Bankers. State Bank of Hyderabad has initiated action for recovery of the dues of the Company.

INDUSTRY STRUCTURE AND DEVELOPMENT:

The Company is engaged in the manufacture of Texturized Twisted Polyester Dyed Yarn and Nylon Dyed Yarn. It has also significant presence in the trading of various textile products.

One of the major finished products of the Company Polyester Dyed Yarn is used in the manufacturing of Dress Materials, Sarees, Shirting, Suiting and Furnishing Fabrics. Another product Nylon Dyed Yarn is used in the manufacture of Socks, Sports Gear etc.,

The industry offers significant leverage to the Company for scaling up its operations both in terms of the higher volumes of the existing products as well as the scope for setting up new and enhanced facilities which can facilitate back ward integration for the present product line of the Company. Because of the products application and utility across the wide spectrum of the users segment, offers significant opportunities for growth.

LISTING OF EQUITY SHARES:

The Company''s Equity shares are presently listed on BSE Limited and the Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2014 Â 2015.

TRANSFER TO RESERVES:

The Company has incurred a loss of Rs.394.94 lacs during the year. The said loss is set off against the reserves held by the Company.

CHANGE IN NAUTURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2015 to the date of signing of the Directors Report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

The Company does not have any subsidiaries or associate companies. Hence the required information under this head is not being attached to the report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in clause 49 of the Listing Agreement with Stock Exchanges, are annexed to this Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS:

The performance of the Individual Directors on the Board and the Committees thereof is done by the Board and the Independent Directors in their exclusive meeting done as per the policy formulated by the Board in this regard.

VIGIL MECHANISM:

In terms of the provisions of Section 177 of the Companies Act, 2013 your Company has formulated a Whistle Blower Policy as a Vigil Mechanism. This mechanism aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the policy.

This mechanism is for the employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board, the Committees of the Board and Individual Directors is done on annual basis.

The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

CHANGES IN DIRECTORS: INDUCTIONS:

On the recommendations of the nomination and remuneration committee, the Board appointed Mrs.

Sneha Rupesh Talreja (DIN 07161901) as an Independent Director on the Board with effect from 21st April, 2015. We seek your support in confirming the appointment of Mrs. Sneha Rupesh Talreja (DIN 07161901) in the ensuing Annual General Meeting.

RE Â APPOINTMENTS:

As per the provisions of the Companies Act 2013, Sri. Shailesh Shivram Mistry (DIN: 02828383) retires at the ensuing Annual General Meeting and being eligible, seek his re-appointment. The Board recommends his re-appointment. None of the independent directors will retire at the ensuing Annual General Meeting.

RESIGNATIONS:

During the year under review Sri.G.RameshBabu has resigned as Director of the Company due to his preoccupation. The Board places on record its appreciation for the services rendered by him during his tenure as the Director of the Company.

CHANGES IN KEY MANAGERIAL PERSONNEL:

There have been no changes in the Key Managerial Personnel.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review Five (5) times Board meetings were held on the following dates:

1. 29th May '' 2014.

2. 12th August '' 2014.

3. 30th August '' 2014.

4. 14th November '' 2014.

5. 14th February '' 2015.

The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013. All the recommendations given by the Audit Committee are accepted by the Board.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2014 - 15, the applicable accounting standards have been followed and there are no material departures;

ii. 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 the financial year;

iii. and sufficient care to the best of their knowledge and ability for the maintenance of adequate account- ing records in accordance with the provisions of the Act. They confirm that there are adequate sys- tems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v. laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under any of the criteria specified under the provisions of Companies Act, 2013. Hence the Company has not constituted any committee and is not required to furnish information required under the provisions of the said Act.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2014 - 15.

TRANSACTIONS WITH RELATED PARTIES:

There were no related party transactions during the year except that entered in the ordinary course of business and on arms length basis. There were no materially significant related party transactions between your Company and the Directors, promoters, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of Company at large.

Form AOC - 2 for disclosure of particulars of contracts / arrangements, entered into by your Company with related parties is attached herewith as Annexure Â I.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with clause (m) of sub section (3) of Section 134 of the Companies Act, 2013 is annexed herewith as Annexure Â II to this report.

PARTICULARS OF EMPLOYEES:

The information and statement containing particulars of employees required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5

(1) and Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are provided in Annexure Â III and forms part of this report.

The Nomination and remuneration committee of the Company has affirmed that the remuneration is as per the Remuneration policy of the Company.

Your Directors take this opportunity to record their deep appreciation of the continuous support and contra- bunion from all employees of the Company.

EXTRACT OF ANNUAL RETURN:

As required under Sub-Section (3) of Section 92 of the Companies Act, 2013 and Rule 12(1) of the Compa- nines (Management and Administration) Rules, 2014 an extract of Annual Return in Form MGT Â 9 forms part of this report as Annexure - IV.

DEPOSITS:

During the year under review your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

AUDITORS:

Statutory Auditors:

At the Annual General Meeting held on September 30, 2014, M/s. Kumar & Giri, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 21st Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appoint- ment of M/s. Kumar & Giri, Chartered Accountants, as the statutory auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

There are no specifications, reservations, adverse remarks on disclosures by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PRO- HIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressed of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and the rules framed there under.

During the financial year 2014-15, the Company has not received any complaints on sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, State and Central Government agencies. Your Director also thanks all the Customers, Members and Employees for their valuable support and confidence in the Company.

on behalf of the Board of Directors

for LN INDUSTRIES INDIA LIMITED

Place: Hyderabad.

Date: 29-08-2015.

G. SURENDER REDDY

Managing Director

DIN:00109441

Mar 31, 2014

Dear Share Holders,

The Directors have pleasure in presenting the 21st Annual Report and the Audited Statement of Accounts of the Company for the Year Ended 31st March ''2014.

FINANCIAL RESULTS: (Rs. In Lakhs)

year ended year ended Particulars 31st March 2014 31st March 2013

Net Income from Operations 310.30 1476.15 Gross Profit/(Loss) (before Finance Charges,

Depreciation, Taxation & Extraordinary Items) (42.14) 250.78

Less : Finance Charges 770.87 191.01

Less : Depreciation 164.90 189.47

Less : Provision for Taxation 0.00 0.00

Less : Extraordinary Items 1859.09 151.35

Profit / (Loss) (2837.00) (281.05)

OPERATIONS:

During the year the Company, operations are adversely effected due to low level of operations. During the year the Company has relocated its Dyeing facilities to Sarigam. The same also effected the production during the year. The volatile foreign exchange rates fluctuations have totally curtailed the Company export market. The fact that the entire south textile market was under the grip of erratic power supply has put the Company turnovers under strain. The Company is also venturing for enhancement of its product mix and the new markets and distributions in improving its turnovers and the Company performance stands to improve in the coming periods. The land development activity on the land belonging to the Company has not yet commenced during the year, owing to the state bifurcation tussle.

MARKETING:

The domestic markets where the Company''s products are sold have not registered significant growth during the year. The Company with its proven quality products has been able to sustain its markets. The Company has identified new product mix, potential market areas for spreading its products range which are encouraging.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under.

BOARD OF DIRECTORS:

During the year Sri.L.Madhu Kuamr Reddy, Director of the Company, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 31st March '' 2014, the applicable accounting standards had been followed along with proper explanation relating to material departure''s;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were 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) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March '' 2014, on a "going concern basis".

AUDITORS:

M/s. Kumar & Giri, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

REPLIES TO QUALIFICATIONS MADE BY THE AUDITORS:

Ref. No. (vii)

a) The Company is taking effective steps to clear off the payables at the earliest.

Ref. No. (ix)

b) The Company is in the process of mobilizing funds for repaying the loan outstanding to M/s.JM Financial Asset Reconstruction Company Private Limited.

Ref. No. (xi)

c) The Company has initiated steps towards identifying Internal Auditors and also drawing the scope of the Internal Auditors.

CONSERVATION OF ENGERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance as required under the provisions of Clause 49 of the Listing Agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities, Financial Institutions Viz., JM Financial Asset Reconstruction Company Private Limited, Company Banker''s State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

on behalf of the Board of Directors for LN INDUSTRIES INDIA LIMITED Place: Hyderabad. Date: 30-08-2014.

G. SURENDER REDDY Managing Director DIN :00109441

Mar 31, 2012

Dear Share Holders,

The Directors have pleasure in presenting the 19th Annual Report and the Audited Statement of Accounts of the Company for the Year Ended 31st March ''2012.

FINANCIAL RESULTS: (Rs. In Lakhs)

SI For the year ended For the period Ended No. Particulars 31st March 2012 31st March 2011

1. Net Income from Operations 7,698.74 7,460.10

2. Gross Profit (before Finance Charges,

Depreciation, Taxation & Extraordinary Items) 684.91 662.07

3. Less : Finance Charges 364.75 212.46

4. Less : Depreciation 242.49 115.05

5. Less : Provision for Taxation 15.53 101.20

6. Profit/(Loss) 62.14 233.36

OPERATIONS:

During the year the Company, in spite of the flat market conditions could manage to hold on to the markets in which it regularly operates with its quality product lines. Due to the cyclical fluctuations in the foreign exchange rates more particularly in the US dollar, the focus on the overseas markets has been lowered during the year. The Company is working closely with the new distributors for the enhancement of the product off take and it expects to improve the performance of the Company over the coming periods. Further the Company is also exploring the possibilities for venturing into new business avenues. The land development activity on the land belonging to the Company has not commenced yet during the year.

MARKETING:

The domestic markets where the Company''s products are sold have not registered significant growth during the year. However the Company with its long established track record in the domestic market could able to sustain the operating levels as in the previous periods. All though the overseas markets are encouraging, the adverse currency movements have become a deterrent for exploiting its full potential. The Company has identified new and potential market areas for increasing the spread of its products the results of which are encouraging.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under.

BOARD OF DIRECTORS:

During the year Sri.Shailesh Shivram Mistry, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Sri.L.Madhu Kumar Reddy was appointed as Additional Directors of the Company with effect from 15th November '' 2011 and hold office till the date of ensuing Annual General Meeting.

The Company has received notice from a member proposing Sri.L.Madhu Kumar Reddy for appointment as a Director of the Company.

During the year under review Sri. S. Sridhar resigned as Director of the Company due to his pre occupations. The Board places on record its appreciation for the services rendered by him during his tenure as the Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 31st March '' 2012, the applicable accounting standards had been followed along with proper explanation relating to material departure''s;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were 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) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March '' 2012, on a "going concern basis".

AUDITORS:

M/s. Kumar & Giri, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

REPLIES TO QUALIFICATIONS MADE BY THE AUDITORS:

a) The Company is in the process of mobilizing funds for repaying the Loan Outstanding to M/s.JM Financial Asset Reconstruction Company Private Limited.

b) The Company has initiated steps to strenghten the Various internal control systems in the organisation including enhancing the scope of the internal audit function.

c) The Company is taking effective steps to clear off the payables at the earliest.

CONSERVATION OF ENGERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance as required under the provisions of Clause 49 of the Listing Agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities, Financial Institutions Viz., JM Financial Asset Reconstruction Company Private Limited, Company Banker''s State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

on behalf of the Board of Directors for LN INDUSTRIES INDIA LIMITED

Place: Hyderabad.

Date: 10.08.2012.

G.SURENDERREDDY

Managing Director

Mar 31, 2011

Dear Share Holders,

The Directors have pleasure in presenting the 18th Annual Report and the Audited Statement of Accounts of the Company for the 6 (Six) Months Period Ended 31st March ''2011.

FINANCIAL RESULTS:

(Rs. In Lakhs)

SI. 6 Months Ended 18 Months Ended No. Particulars 31st March 2011 30th Sep 2010

1. Net Income from Operations 7,460.10 4,139.77

2. Gross Profit (before Finance Charges, Depreciation, Taxation & Extraordinary Items) 662.07 213.13

3. Less: Finance Charges 212.46 263.55

4. Less: Depreciation 115.05 347.77

5. Less : Provision for Taxation 101.20 0.00

6. Add : Extraordinary items Written Back on OTS / Restructuring 0.00 2083.89

7. Profit / (Loss) 233.36 167.14

OPERATIONS:

During the year the name of the Company is changed from LN Polyesters Limited to" LN INDUSTRIES INDIA LIMITED". The initiative of the Company of venturing in to trading activity in the textiles segment has been encour- aging. The Company has during the year issued fully convertible warrants in terms of the approval accorded by the members at the AGM held on 20th November''2010 to fund the diversification and growth plans of the Company. In terms of the said issue of the convertible warrants the Company has allotted 7,43,07,050 equity shares of Rs.10/ - each at a premium of Rs.12/- each. The Company would be channelizing the resources mobilized through the said issue for the growth plans of the Company in the ensuring periods. The conversion works undertaken by the Company for the Reliance Industries Limited for the manufacture of the Dyed yarn been registering consistent growth. The real estate development on the land belonging to the Company at Hyderabad has not commenced yet.

MARKETING :

The products dealt by the Company have been witnessing a healthy growth both in the domestic and international markets. There has been stability in the prices of the products marketed by the Company in the various markets it operates. The Company with an enhanced product portfolio has drawn up a detailed plan of expansion of its market reach both in India and overseas which is being rolled out at present.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposit within the meaning of Section 58Aof the Companies Act, 1956, and Rules made there under.

BOARD OF DIRECTORS:

During the year Sri.K.C.Venkateswarlu, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

During the year under review Sri.S.Man Mohan Rao, resigned as the Director and Chairman of the Company due to his pre occupations. The Board places on record its appreciation for the services rendered by him during his tenure as the Director of the Company.

During the year under review Sri.Sadashiv Sawrikar and Sri.K.V.Chandrasekhara resigned as Directors of the Com- pany due to their pre occupations. The Board places on record its appreciation for the services rendered by them during their tenure as the Directors of the Company.

IDBI Bank Limited withdrew the nomination of Sri.A.Mallikarjun as Nominee Director of the Company consequent to the assignment of debt due to IDBI Bank Limited to JM Financial Asset Reconstruction Company Private Limited.

Sri.Dhanunjaya Kumar Alia and Sri.G.Ramesh Babu were appointed as Additional Directors of the Company with effect from 7th May, 2011 and hold office till the date of ensuing Annual General Meeting.

The Company has received notice from a member proposing Sri.G.Ramesh Babu for appointment as a Director of the Company. The Company is not proceeding with the appointment of Sri Dhanunjaya Kumar Alia, as it has not received consent from him to be appointed as Director liable to retire by rotation.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 31s1 March '' 2011, the applicable accounting standards had been followed along with proper explanation relating to material departure''s;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were 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) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March '' 2011, on a "going concern basis".

AUDITORS:

M/s. Kumar & Giri, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1 -B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

REPLIES TO QUALIFICATIONS MADE BY THE AUDITORS:

a) "The Company has shifted its original manufacturing locations from Patancheru, Hyderabad, Andhra Pradesh to Silvassa and Vapi in Gujarat. After the relocation of the manufacturing locations the Factory Buildings at Patancheru are remaining un-utilised. The land on which the said factory building is located is given for real estate development, though the same has not commenced yet. On account of the same no provision for impairment of the said asset is made. The provision for the impairment in the value of the

Factory Building would be made once the factory building is completely demolished on the commence- ment of the real estate development activity in term of the agreement of the development entered into by the company on the land on which factory building is situated".

CONSERVATION OF ENGERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOR- EIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign ex- change earnings and outgo is given in the annexure forming part of this report.

COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance as required under the provisions of Clause 49 of the Listing Agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities, Financial Institutions Viz., JM Financial Asset Reconstruction Company Pvt. Limited, Company Banker''s State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

on behalf of the Board of Directors for LN INDUSTRIES INDIA LIMITED

Place: Hyderabad. Date: 27.08.2011

G. SURENDER REDDY Managing Director

Sep 30, 2010

The Directors have pleasure in presenting the 17th Annual Report and the Audited Statement of Accounts of the Company for the 18 (Eighteen). Months Period Ended 30th September 2010.

FINANCIAL RESULTS (Rs. In Lakhs)

SL. 18 Months Ended 9 Months Ended No. Particulars 30th September 2010 31st March 2009

1. Net Income from Operations 4,139.77 1,615.78

2. Gross Profit (before Finance Charges, Depreciation & Taxation) 213.13 13.36

3. Less : Finance Charges 263.55 321.85

4. Less : Depreciation 347.77 182.32

5. Add : Extraordinary items -

Written Back on OTS / Restructuring 2083.89 0.00

6. Profit/(Loss) 167.14 (490.81)

OPERATIONS:

During the year, Company has taken initiatives to strengthen themarket network through which the products are distributed across the country. To leverage the brand image of products of the Company the trading activity of the yarns also in a limited- manner is taken up during the year. The manufacturing capacities of the Company are geared up to cater to the growing demand for the Companys products in the market.

During the year the Company has settled the Term Loan dues of Industrial- Investment Bank of India under One Time Settlement (OTS) scheme. Another Term Lender to the Company IDBI Bank Limited has also granted OTS for the payment of the dues- outstanding to it. TheCompany has discharge part of the OTS dues to IDBI Bank Limited on its own and to an extent balance of Rs. 10 cores payable was discharged through the assignment of the dues of the IDBI Bank Limited dues to JM Financial Asset Reconstruction Company Pvt., Limited. The settlement/assignment of the dues of the term lenders has bearing on the reduction of the interest cost of the Company to a significant extent. The market for the Dyed yarn and Nylon yarn, the products manufactured by the Company have been witnessing a significant growth phase over the past 12 months. The Company has registered a growth of 16% in the volume of proceeding under taken for the third party manufacturers during the year. The . Company has continued the conversion works for Reliance Industries Limited for the 10,th year in succession. The Company is making efforts to increase the levels of working capital facilities presently available from the banks so as to ramp up the production in tune with the increased capacities of production and growing market demands.

The real estate development activity at the land belonging to the Company in Hyderabad has not commenced during the year owing to the combinations of factors such as pending approvals from the lenders and the recessionary trends being witnessed in the real estate sectors during the period under review.

MARKETING:

There has been bouncy in the market for the products manufactured by the Company in all the regions of the country as well as in the overseas markets. The prices of the products are witnessing an uptrend backed by the strong domestic demand. The overseas market also has been very positive with the demand recording an impressive growth. The enhanced dealer network coupled with the enhanced demand for the products is expected to enable the Company to for registering higher sales and improved profitability in ensuring period.

FIXED DEPOSITS:

The Company has not accepted any FixedDeposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under.

BOARDOFDIRECTQRS:

During the year Sri Sadashiv Sawrikar and Sri S. Sridhar, Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointments.

DIRECTORS RESPONSIBIIJTY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 30th September 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were 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 loss of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) thatthe Directors had prepared the accounts for the Financial Year ended 30,th September 2010, on a "going concern basis". -

AUDITORS:

M/s.Kumar & Giri, auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment asAuditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

REPLIES TO QUALIFICATIONS MADE BYTHE AUDITORS:

a) The Company has entered into MOU with JM Financial Asset Reconstruction Company Pvt Ltd for the settlement of the dues of the Company with IDBI Bank Limited. In terms of the same JM FARC is to pay Rs.10 Cr for the settlement of the dues to IDBI, though the IDBI has assigned the amount outstanding in the loan account of the Company, the actual amount of the consideration for the assignment is only Rs. 10 crores and the Company would have to pay the full liability only in case it fails to discharge JMFARC liability of Rs.10 crores as per the agreed schedules. Considering the above, the Company has retained the liability of Rs.10 crores only which is to be repaid in the books of account and written back the balance liability in the books of account as at 30th Septemebr2010. Clause (ix)(b)ofAnnexure to the Auditors Report:

b) As on date an amount of Rs. 118.63 Lacs is outstanding towards Sales Tax Deferment. The Company is effecting payment of the amount due periodically and sought time for the payment of the dues.

ENGERGY TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance under listing agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities, Financial Institutions Viz., IDBI Bank Limited, Industrial Investment Bank Of India, Company Bankers State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

On behalf of the Board of Directors.

Place: Hyderabad. S. MAN M0HAN RAO

Date: 27th October 2010. Chairman

Mar 31, 2009

The Directors have pleasure in presenting the 16* Annual Report and the Audited Statement of Accounts of the Company for the 9 (Nine) Months Period Ended 31st March 2009.

FINANCIAL RESULTS

(Rs. In Lakhs)

SI. 9 Montns Ended 15 Months Ended No.particulars 31st March2009 30th June 2008

1. Net Income from Operations 1,615.78 3,049.72 2. Gross Profit (before Finance Charges, Depreciation & Taxation) 13.36 247.52 3. Less: Finance Charges 321.85 468.90 4. Less : Depreciation 182.32 246.27 5. Profit / (Loss) (490.81) (467.65)

OPERATIONS:

During the year, process of shifting the facilities to Silvassa & Vapi and stabilization of the production process was completed. Though the Company is geared up fully to utilize the capacities of production optimally, the operations of the Company have suffered significantly on account of the paucity of working capital facilities. The Company had to suffer significant losses on account of lower utilization of the capacities of production resulting in under recovery of the overheads. The Company has successfully negotiated with one of the term lenders viz., IDBI Bank Limited (IDBI), for restructuring of the various loans payable by the Company. The Com- pany is negotiating with its working capital bankers for release of adequate working capital limits for the Company so as to enable it to undertake operations at optimal levels. In spite of the fact that there has been disruption of marketing schedules due to the lower production levels, the Company continuous to hold its brand name of its products successfully in the markets. The Company plans to capitalize on the capacities of the facilities in immediate future.

The Real Estate Development activity on the land given by the Company on Development could not commence due to the general downturn in the Realty Industry and also pending the receipt of various regulatory approvals for the same including from the Lenders. MARKETING:

The Demand for the Companys products continuous to grow both at Domestic as well as Overseas Markets. The Company during the year could not meet the market demands due to its below normal operations of the produc- tion facilities. The Company is undertaking measures to strengthen the Domestics Market Network and enhance the spread in the Overseas Market. The Company is confident that with the present enhanced manufacturing capacities it would be able to increase its market share. FIXED DEPOSITS:

The Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under. BOARD OFDI RECTORS:

During the year under review one of the Lenders of the Company IDBI Bank Limited (IDBI), has nominated Sri.A.Mallikarjun, as its Nominee on the Board of the Company with effect from 21st February2009, in the place of Smt.P R Girija, who ceased to be a Director w.e.f. 21st February 2009.

Sri.K C Venkateswarlu and Sri.K V Chandrasekhara, Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointments. DIRECTORS RESPONSIBILTTY STATEMENT: Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 31s( March 2009, the applicable accounting standards had been followed along with proper explanation relating to material departures; v

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) that the Directors had prepared the accounts for the Financial Year ended 31st March 2 009, on a "going concern basis". AUDITORS:

M/s.Kumar & Giri, auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956. PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

REPLIESTO QUALIFICATIONS MADE BY THE AUDITORS: Clause (ix) (b) of Annexure to the Auditors Report:

As on date an amount of RS. 170.66 Lacs is outstanding towards Sales Tax Deferment. The Company was granted time by Sales Tax Departments for payment of the same. Clause (xi) of Annexure to the Auditors Report:

The Company is in the process of negotiation with Industrial Investment Bank of India Limited (IIBI) for the reduction of One Time Settlement (OTS) amount earlier agreed upon. ENGERGY.TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding, conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report. COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance under listing agreement. A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities, Financial Institutions Viz., IDBI Bank Limited, Industrial Investment Bank Of India, Com- pany Bankers State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

on behalf of the Board of Directors. Place: Hyderabad. S. MAN MOHAN RAO Date: 29th July, 2009 Chairman

Mar 31, 2006

13th DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH 2006

Your Directors have pleasure in presenting the 13th Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March' 2006.

FINANCIAL RESULTS:

(Rs. In Lakhs)

SI. Particulars 31st March, 31st March, No. 2006 2005

1 Net Income from Operations 4645.03 4469.43 2. Gross Profit (before Finance Charges, Depreciation & Taxation) 699.57 380.24 3. Less: Finance Charges 311.01 337.43 4. Less: Depreciation 235.14 231.74 5. Profit/ (Loss) 153.42 (188.93)

OPERATIONS:

Your Directors are happy to inform you that your Company has performed well during the financial year 2005-06 posting a net profit of Rs. 153.42 lakhs. Increased demand for the products, favorable regulatory frame work and the various cost cutting measures taken by the Company are the major contributory factors.

MARKETING:

During the year Company has successfully introduced new variants of Dyed Yarn under the brand name "LN DYED YARN". Further the Company has expanded its marketing net work to cover more new locations in the Country.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under.

BOARD OF DIRECT0RS:

During the year Sri. K.V. Chandrasekhara was appointed as Additional Director of the Company and holds office till the date of the ensuing Annual General Meeting. Sri. S. Sridhar and Sri. Sadashiv Sawrikar, Directors of the Company are liable to retire by rotation and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 31st March 2006, the applicable accounting standards had been followed along with proper explanation relating to material departure's;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and lair view of the state of affairs of the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March' 2006, on a "going concern basis".

AUDITORS:

M/s.Kumar & Giri, auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

COMPLIANCE CERTIFICATE: .

The Company has complied with the provision of Corporate Governance under listing agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities; Financial Institutions Viz., Industrial Development Bank of India, Industrial Investment Bank Of India, Company Banker's State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

Signed on: 3rd June, 2006

Mar 31, 2005

Our Directors have pleasure in presenting the 12th Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March 2005.

FINANCIAL RESULTS : (Rs. in Lakhs) Year Ended 31st March 2005 2004

Net Income from Operations 4604.37 4039.71

Gross Profit 380.24 381.16 (before Finance Charges Depreciation & Taxation)

Less: Finance Charges 337.43 551.40

Depreciation 231.74 227.66

Profit/(Loss) (188.93) (397.90)

OPERATIONS:

Your Directors are happy to inform you that the Company has performed well during the year ended 31st March 2005. The turnover increased by 14% and has earned cash profit during the year. Government has effected major changes in the excise regulations applicable to the Company during the year, once in July 2004 and another in February 2005. Both the changes had a positive impact on the Company. The Policy has recognized the need of the industry and it is felt that because of these excise duty measure there will be healthy outlook in the industry as a whole and your Company in particulars as it enjoys a good market reputation for its quality, pricing of its finished products. The Company during the year has taken various cost reduction measures which has resulted in reducing the manufacturing and selling cost. There has been reduction in the finance cost of the Company due to the restructuring package approved by the Financial Institutions. However the increase in the prices of the basic raw material of the Company i.e Partially Oriented Yarn (POY) due to the increase in the international prices of petro products had impact on the material cost for the Company, though the losses are reduced significantly compared to the earlier periods.

MARKETING:

"LN DYED YARN", the brand name of the products of the Company is very well established in the market and commands a premium compared to the other market players. As part of the diversification of the product portfolio, Company has introduced successfully a new variety of Dyed Yarn 110 Denier in the market. The Company is diversifying into new market areas by spreading the dealer network.

OUTLOOK:

The ushering of Quota free regime for textiles in terms of the WTO with effect from 1st January 2005 gives the Company a great opportunity to expand its product profile to overseas markets also. There has been a spurt in the demand for dyed yarn in the domestic market also. The Company with its wide spread network of dealer base and high quality products is poised to capitalize the opportunities fully.

FIXED DEPOSITS :

The Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act. 1956, and Rules made there under.

DIRECTORS:

There is no change in the composition of the Board of Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) that in the preparation of the Annual Account for the Financial Year Ended 31st March 2005, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the accounts for the Financial Year ended 31st March 2005. on a "going concern basis".

AUDITORS:

M/s.Kumar & Giri, auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217 (2A) of the Companies Act, 1956.

ENGERGY. TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217 (e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report

COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance under listing agreement, excepting with regard to Board composition.

The Company is in the process of broad basing the Board to make it in consonance with clause 49 of the listing agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continuous support, assistance extended by all the Government Authorities, Financial Institutions Viz., Industrial Development Bank of India, Industrial Investment Bank Of India, Company Bankers State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

on behalf of the Board of Directors. Sd/- Place: Hyderabad. S. MAN MOHAN RAO Date: 27th June 2005. Chairman & Managing Director.

II. TECHNOLOGY ABSORPTION:

Efforts made in technology absorption as per Form - B

a) Research & Development (R & D)

Specific Areas:

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products.

Benefits Derived:

The Products have been well accepted by the Consumers. The new products are successfully positioned in the market.

Plan of Action:

Higher Focus on Research and Development to improve productivity and higher range of product mix.

b) Technology Absorption, Adoption and Innovation :

The Company has continuous interaction with the Manufactures/Suppliers of Machinery and is seeking and upgrading its equipment as and when required.

III. Foreign Exchange Earnings and Outgo:

There is no foreign exchange earnings during the year. The outgo on account of traveling expenditure is Rs.3.56 Lacs.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To, The Beard of Directors of LN Polyesters Limited,

We have reviewed the implementation of Corporate Governance procedures by LN Polyesters Limited during the year ended 31st March 2005, with the relevant records and documents maintained by the Company, furnished to us for our review and the report on Corporate Governance as approved by the Board of Directors.

The compliance of conditions of corporate governance is the responsibility of the management Our examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

On the basis of our review and according to the information and explanations given to us, the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreements with the stock exchanges have been complied with in all material respect by the Company excepting the composition of the Board with regard to numbers of independent directors and that no investor grievance is pending for a period exceeding one month against the Company as per the records maintained by the Sha reholders/Investors Grievance Committee.

for KUMAR & GIRI Chartered Accountants Sd/- J. Bhadra Kumar Proprietor Date: 27th June 2005

Mar 31, 2004

Dear Share Holders, The Directors have pleasure in presenting the Eleventh Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2004. FINANCIAL RESULTS: (Rs. in Lakhs)

Year Ended 31st March 2004 2003 Net Income from Operations 4039.71 4111.48 Gross Profit (before Finance Charges 381.16 223.35 Depreciation & Taxation) Less: Finance Charges 551.40 491.34 Depreciation 227.66 213.56 Profit/(Loss) (397.90) (481.55) OPERATIONS: The Operations of the Company have improved marginally in terms of the capacity utilization and the profitability, though the margins of the products continued to be under pressure. The changes in the Central Excise Regulations made during the year have also effected the profitability of the Company. The capacity utilization of the plant has improved 10% higher than the previous period. High cost of borrowings is one of the major factors effecting the profitability of the company. In view of the difficulties faced by the company over the past 2 years your company has approached Financial Institutions and Bank viz., Industrial Development Bank of India (IDBI), Industrial Investment Bank of India (11131), and State Bank of Hyderabad (SBH) for Restructuring of the term loans and also for the reduction in the rate of interest. The Industrial Development Bank of India has approved a package of restructuring under Debt Restructuring Package for Textiles announced by the Government of India and has reduced the rates of interest charged on the term loans to 9% and 12.5% . Further IDBI has agreed to convert accumulated interest of about Rs.350 lakhs into 9% Preference Shares, which are redeemable with an option to convert the same in to Equity shares (at par anytime). MARKETING: The products of the Company sold under the brand name "LN DYED YARN" are one of the most trusted brands in the Dyed yarn markets in the country for its quality and performance. During the year under review company has entered in to new market segment of Deemed Exports and Bulk Supplies. Your company has successfully executed the order of the Government of Tamil Nadu for supply of Dyed Yarn. During the year the company has introduced new varieties of Dyed Yarn including Nylon on test marketing basis. The company expects that the commercial orders from these products would materialize in the ensuing years. OUTLOOK: Taking in to account the brand equity for the products of the Company and the additions of new market segments and products, reduction in the borrowing costs and other cost reduction measures expects to improve its performance during the current year. FIXED DEPOSITS: The Company has not accepted any new Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under. DIRECTORS: There are no changes in the Directors of the company during the year. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirms: (i) That in the preparation of the Annual Accounts for the Financial Year Ended 31st March ` 2004, the applicable accounting standards had been followed along with proper explanation relating to material departure's; (ii) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review; (iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That the Directors had prepared the accounts for the Financial Year ended 31st March, 2004, on a "going concern basis". AUDITORS: M/s. Kumar & Giri, Chartered Accountants, auditors of the company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s.Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224 (1-B) of the Companies Act, 1956. COMPANY SECRETARY: During the year Mr. R. Shankaraiah was appointed as Company Secretary of the Company. PERSONNEL: There are no employees in the Company whose particulars are required to be given pursuant to section 217(2A) of the Companies Act, 1956. ENGERGY, TECHNOLOGY AND FOREIGN EXCHANGE: Information in accordance with the provisions of Section 217(e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report. COMPLIANCE CERTIFICATE: The Company has complied with the provision of Corporate Governance under listing agreement, excepting with regard to the Board composition. The Company is in the process of broad basing the Board to make it in consonance with clause 49 of the listing agreement. A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing agreement is attached to this report. ACKNOWLEDGEMENT: The Directors place on record their appreciation for the continuous assistance and support extended by all Government Authorities, Financial Institutions Viz., Industrial Development Bank of India, Industrial Investment Bank Of India, Company Banker's State Bank of Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company. On behalf of the Board of Directors Sd/- Place: Hyderabad. S. MAN MOHAN RAO Date : June 29, 2004. Chairman & Managing Director. ANNEXURE TO THE DIRECTOR'S REPORT PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS, RULES 1988: A) CONSERVATION OF ENERGY: a) Energy Conservation measures taken: * Installation of Load Capacitors at junctions in curtailing High Power Load. * Usage of sodium vapour lamps. * Installation of reduced horsepower motors in line with the load requirement. * Close supervision on Coal, Electricity and HSD Consumption. b) Additional investment and proposals, if any, being implemented for reduction of Consumption of energy: * Installation of "Air Washers" for reducing consumption of Power. c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of Production of goods.

* Installation of "Air Washers" has resulted in reduction of consumption of power.

TECHNOLOGY ABSORPTION:

Efforts made in technology absorption as per Form-B: a) Research & Development (R&D): Specific Areas: The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products. Benefits Derived: The Products have been well accepted by the Consumers. Plan of Action: Focus on Research and to improve productivity and product is an on going process.

b) Technology Absorption, Adoption and Innovation: The Company has continuous interaction with the Manufactures/Suppliers of Machinery and is seeking and upgrading its equipment as and when required. Foreign Exchange Earnings and Outgo: There is no foreign exchange earnings during the year and there is also no out going of foreign exchange.

Mar 31, 2003

The Directors have pleasure in presenting the Tenth annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March' 2003.

FINANCIAL RESULTS: (Rs, in Lakhs)

Year Ended 31st March 2003 2002

Net Income from Operations 4111.48 3982.17 Gross Profit (before Finance Charges 223.35 696.73 Depreciation & Taxation) Less: Finance Charges 491.34 352.48 Depreciation 213.56 177.28 Profit/(Loss) Before Tax (481.55) 166.97 Lees: Provision for Tax 0.00 15.00 Profit/(Loss) After Tax (481.55) 151.97

OPERATIONS:

The Operations of the Company are adversely effected during the year on account of various factors such as Labour unrest, fall in the margins for the products and higher cost of realization of the Sundry Debtors. The change in the Excise Policy effected by the Government on the products manufactured by the Company has also added to the loss incurred by the Company. During the year although there has been addition of capacities in the first half of the year the same could not be utilized to the optimum level due to the reason stated above. Even the Company was able to maintain the over all production and sales level with the previous year level the increase in cost of production has adversely effected the profitability of the Company. The Company is negotiating with the Financial Intuitions and Bank for re-structuring the liabilities so as to reduce the average cost of borrowings.

MARKETING:

The products of the Company, in spite of the various fluctuations the market have held their dominance in various market segments. The product sold under the band name "LN DYED YARN" has kept its market share in all the segments of the market. Company is developing new shade and varieties of dyed yam to enlarge the Company product presence in South Indian markets and also planning to expand the marketing network in North India.

FIXED DEPOSITS:

The Company has not accepted any new Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, and Rules made there under.

DIRECTORS:

Sri.Venkateswar Jayanthy was appointed on the Board of the Company as Nominee Director by Industrial Development Bank of India with effect from 05th May' 2003 and further his appointment is not subject to retirement by rotation. During the year S.Man Mohan Rao and G.Surender Reddy are re-appointed as Chairman & Managing Director and Executive Director respectively, subject to the approval of the shareholders in the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirms:

(i) That in the preparation of the annual Account for the Financial Year Ended 31st March' 2003, the applicable accounting standards had been followed along with proper explanation relating to material departure's;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors had prepared the accounts for the Financial Year ended 31st March' 2003, on a "going concern basis".

AUDITORS:

M/s.Kumar & Gin auditors of the company hold office till the conclusion of the ensuring Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s.Kumar & Giri to the effect that their appointment as Auditors if made would be within the limits under Section 224(1-B) of the Companies Act, 1956.

PERSONNEL:

There are no employees in the Company whose particulars are required to be given pursuant to section 217(2A) of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

COMPLIANCE CERTIFICATE:

The Company has complied with the provision of Corporate Governance under listing agreement, excepting with regard to Board composition and the composition of Audit committee and Remuneration committee.

The Company is in the process of broad basing the Board to make it in consonance with clause 49 of the listing agreement.

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing agreement is attached to this report.

ACKNOWLEDGEMENT:

The directors place on record their appreciation for the continuous assistance and support extended by all Government Authorities, Financial Institutions Viz., Industrial Development Bank of India, Industrial Investment Bank Of India, Company Banker's State Bank of Hyderabad, Overseas Branch, Hyderabad, Consultants, Shareholders and the dedicated and sincere services rendered by the employees of the Company.

for and behalf of the Board of Director

Sd/- Place: Hyderabad. S. MAN MOHAN RAO Date: June 30th 2003. Chairman & Managing Director.

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS\RULES 1988.

A) CONSERVATION OF ENERGY:

a) Energy Conservation measures taken:

* Installation of Load Capacitors at junctions in curtailing High Power Load.

* Usage of sodium vapour lamps.

* Installation of reduced horsepower motors in line with the load requirement.

* Close supervision on Coal, Electricity and HSD Consumption.

b) Additional Investment and proposals. If any, being Implemented for reduction of Consumption of energy:

* Installation of "Air Washers" for reducing consumption of Power.

c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

Installation of "Air Washers" has resulted in reduction of consumption of power.

d) Total energy consumption and energy consumption per unit of production as per Form - A.

II. TECHNOLOGY ABSORPTION:

Efforts made in technology absorption as per Form - B

a) Research & Development (R & D)

Specific Areas:

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products.

Benefits Derived:

The Products have been well accepted by the Consumers.

Plan of Action:

Focus on Research and to improve productivity and product is an on going process.

b) Technology Absorption, Adoption and Innovation:

The Company has continuous interaction with the Manufactures/Suppliers of Machinery and is seeking and upgrading its equipment as and when required.

III. Foreign Exchange Earnings and Outgo:

There is no foreign exchange earnings during the year and there is also no out going of foreign exchange.

Mar 31, 2001

Your Directors have pleasure in presenting the Eighth Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March 2001.

FINANCIAL RESULTS : (Rs. in lacs) Year ended 31st March 2001 2000

Income from Operations 3883.61 3862.85

Gross Profit 518.92 405.86

(Before Finance Charges, Depreciation & Taxation)

Less: Finance Charges 236.24 222.93

Depreciation 114.15 89.81

Profit Before Tax 168.53 93.12

Less: Provision for Tax 14.50 10.95

Profit After Tax 154.03 82.17

OPERATIONS :

During the year your company has successfully completed the expansion under Technology Up gradation Scheme envisaged by the Government of India, Ministry of Textiles and the commercial production of this expansion started from January' 2001. Your company has achieved a turnover of Rs. 3874.51 lacs during the financial year and recorded a net profit after tax of Rs. 154.03 lacs. The Company has expanded its marketing network into new areas with new range of deniers & value added deniers. With the established presence of its brand name "LN DYED YARN" and a strong dealer network for the sale, Company's products are poised to reach new heights in the coming years.

ALLOTMENT OF SHARES

During the year, 40,00,000 Nos. Equity Shares of Rs. 10 each were allotted on preferential basis to the promoters. With this allotment the Equity Capital of the Company as at the close of the financial year is Rs. 1040.09 lacs.

MARKETING

During the year your company marketed 2076.580 Tonnes of Polyester Dyed Yarn comprising different deniers/shades. Keeping in view the market demand during the year your Company has shifted the production process to manufacture of higher value added products. On account of this the Company could achieve higher profitability during the year though there has not been substantial increase in sales value.

FIXED DEPOSITS

The Company has not accepted any new fixed Deposit within the meaning of Section 58A of the Companies Act, 1956 and Rules made thereunder, excepting renewal of the existing deposits.

DIRECTORS

During the Year Shri. S. Murali Krishna , Director of the company has resigned from the Board of Directors with effect from 17th January' 2001, due to his pre occupations abroad. The Board of Directors record its appreciation of the contributions made by Shri. S.Murali Krishna.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is here by confirmed.

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2001, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended 31st March 2001, on a 'going concern basis'.

AUDITORS

M/s. Kumar & Giri auditors of the company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s. Kumar & Giri Chartered Accountants to the effect that their appointment as Auditors if made would be within the limits under Section 224(1-B) of the Companies Act, 1956.

PERSONNEL

There are no employees in the company whose particulars are required to be given pursuant to section 217(2A) of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

COMPLIANCE CERTIFICATE

A Certificate from the auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

ACKNOWLEDGEMENT

Your directors place on record their appreciation for the assistance and support extended by all Government authorities, Company Banker STATE BANK OF HYDERABAD, Financial Institutions Viz., IDBI, IIBI, Consultants, Shareholders. Your directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

By order of the Board of Directors

S. MAN MOHAN RAO Chairman & Managing Director

Place: Hyderabad Date : June 30th 2001

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE RE- PORT OF BOARD OF DIRECTORS) RULES 1988.

A) CONSERVATION OF ENERGY

a) Energy conservation measures taken :

Usage of sodium vapour lamps.

Installation of reduced horse power motors in line with the load requirement.

Close supervision on coal, electricity and HSD Consumption.

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy :

Installation of "Air Washers" in reducing consumption of Electricity.

c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

Usage of sodium vapour lamps & other energy conversation measure are giving positive results which are beneficial to the Company

II. TECHNOLOGY ABSORPTION

Efforts made in technology absorption as per Form - B

a) Research & Development (R & D) Specific Areas :

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products.

Benefits Derived :

The products have been well accepted by the Consumers.

Plan of Action :

Focus on Research & to improve productivity and product is an on going process.

b) Technology Absorption, Adoption and Innovation :

The Company continues interaction with the Manufactures/Suppliers of Machinery and is seeking & upgrad- ing its equipment as and when required.

iii. Foreign Exchange Earnings & Outgo :

There was no foreign exchange earnings or out going of foreign exchange during the year.

Mar 31, 2000

The Directors of the company have pleasure in presenting the Seventh Annual Report and Accounts for the year ended March 31, 2000.

FINANCIAL RESULTS : (Rs. in Lacs)

Year ended 31st March

2000 1999

Income from Operations 3862.85 2812.25

Gross Profit 405.86 265.74

(Before Finance Charges, Depreciation & Taxation)

Deduct : Finance Charges 222.93 178.81

Depreciation 89.81 63.99

Profit Before Tax 93.12 22.94

Deduct : Provision for Tax 10.95 --

Profit After Tax 82.17 22.94

OPERATIONS :

During the year the company has successfully completed the expansion of its capacities undertaken in the year 1998-99. The company could able to utilise optimally the enhanced capacities for increasing the volume of sale and also the resultant profitability.

The company has achieved turnover of Rs.3853 lacs during the financial year and posted a net profit after Tax of Rs.82 lacs. The Company has expanded its marketing network into new areas. With the established presence of the brand name "LN DYED YARN" and a dedicated dealer base, the sale of the company's products are poised to reach new heights.

To capitalise the ever growing demand for the product and also to successfully withstand competition in the markets the company has proposed to increase the present capacities of production from 2880 TPA to 3415 TPA with financial assistance of Industrial Development Bank of India under Technological Upgradation Scheme. Under the said scheme IDBI has sanctioned a Rupee Term Loan of Rs.1000 lacs out of the total project cost of Rs.1525 lacs. Keeping in view the prevailing capital market conditions and the time frame in which the project need to be completed it is proposed to raise the balance required Rs.525lacs consisting of Rs.400 lacs as equity on preferential allotment basis to the promoters and Rs.125 lacs as unsecured loans.

During the period under review the company has made a public offer for acquiring shares in Badal Export & Consultants Limited (BE&CL), Mumbai. The proposed acquisition of shares in the BE &CL is with an intention to further the growth and development of the company and reach the overseas markets.

DIRECTORS :

During the year under review, Mr. Jagmohan Gupta and Mr. S. Sridhar, retire by rotation, & being eligible offer themselves for re-election.

AUDITORS :

M/S.Kumar & Giri, Chartered Accounts, Hyderabad retire at the conclusion of the forthcoming Annual General Meeting. Being eligible, they offer themselves for reappointment.

Y2K PREPAREDNESS :

The Company had a smooth transition of Y2K problem.

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

The details are enclosed vied Annexure, which forms part of the Directors Report.

PERSONNEL :

There are no employees in the Company whose particulars are required to be given pursuant to Section 217 (2A) of the Companies Act, 1956.

The Directors take this opportunity to record their appreciation of the continuous support and contribution from all employees in the Company's journey towards the achievement of quality and excellence in its operations.

ANNEXURE TO THE DIRECTORS - REPORT FOR THE YEAR ENDED MARCH 31, 2000 :

Details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo under Section 217(1)(e) of the Companies Act, 1956.

1. Disclosure of Particulars with respect to Conservation of Energy :

Energy conservation continue to be a major area of emphasis and the company is closely monitoring to improve efficiencies in energy consumption by way of :-

Usage of sodium vapour Lamps

Installation of reduced horse power motors in line with the load requirement

II. Technology Absorption :

a) Research & Development (R & D)

Specific Areas :

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the consumer by way of development of new range of products.

Benefits Derived :

The products have been well accepted by the Consumers.

Plan of Action :

Focus on Research & to improve productivity and product is an on going process.

b) Technology Absorption, Adoption and Innovation :

The Company has continues interaction with the Manufacturers/Suppliers of Machinery and is seeking & upgrading its equipment as and when required.

III. Foreign Exchange Earnings & Outgo :

There is no foreign exchange earnings during the year. There is outgoing of Rs.2,89,496/- towards expenditure in respect of Travelling.

Mar 31, 1999

The Directors of the Company have pleasure in presenting the Sixth Annual Report and Accounts for the year ended March 31, 1999.

FINANCIAL RESULTS : (Rs. in lacs) Year ended 31st March 1999 1998

Income from Operations 2812.25 2132.17

Grass Profit 265.74 239.26 (Before Finance Charges. Depreciation & Taxation)

Deduct : Finance Charges 178.81 132.60

Depreciation 63.99 56.26

Profit / (Loss) before Tax 22.94 50.40

Deduct : Provision far Tax -- --

Profit / (Loss) After Tax 22.94 50.40

(Balance Carried Forward to Balance Sheet)

OPERATIONS :

The Company has successfully completed major part of the expansion during the year by increasing the existing capacities. For this purpose the company has availed the financial assistance from IDBI curing the year. As a result of the expansion undertaken the company is confident of improving the profits with higher volume of the production and soles in coming years.

The Company made a turnover of Rs. 2790 lakhs far the financial year March 31, 1999. The markets of the Company have enlarged and the Company's brand `LN DYED YARN' has firmly established itself in the market However the margins were under pressure because of the increase in the conversion charges during the year.

The Company is successful in creating customer value and satisfaction in different territories. The company's marketing policies helped its Products to reach nook and corners of the Country. Which is evident from the consistent substantial increase in the sales over the last four years.

It is felt that the company has no choice but to expand the capacities at least to 500 to 600 tonnes per month not only to capitalise on the market preference which Company enjoys and the demand but also its requirement for operating at economic levels of operation so to enable the Company to cater to export market along with value added products.

DIRECTORS :

During the year under review, Mr. Sadashiv Sawrikar, Mr. S. Murali Krishna, Mr. Jag Mohan Gupta and Mr. S. Sridhar retire by rotation, & being eligible after themselves for re-election.

AUDITORS :

M/S Kumar & Giri, Chartered Accounts, Hyderabad retire at the conclusion of the forthcoming Annual General Meeting. Being eligible, they offer themselves far re-appointment

Y2K Preparedness :

The Company has taken effective steps to meet any difficulties arising out of the Y2K problem in company's hardware & software.

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

The details are enclosed vide Annexure, which forms part of the Directors' Report.

PERSONNEL :

There are no employees in the Company whose particulars are required to be given pursuant to Section 217 (2A) of The Companies Act 1956.

The Directors take this opportunity to record their appreciation of the continuous support and contribution from all employees in the Company's journey towards the achievement of quality and excellence In its operations.

ANNEXURE TO THE DIRECTORS' REPORT FOR YEAR ENDED MARCH 31, 1999 :

Details of Conservation of Energy, Technology Absorption and foreign Exchange Earnings and Outgo under Section 217 (1) (e) of the Companies Act 1956.

I. Conservation of Energy :

Energy conservation continues to be a major area of emphasis and the Company is closely monitoring to improve efficiencies in energy consumption by way of :-

* Usage of sodium vapour Lamps

* Installation of reduced horse power motors in line with the load requirement

* Close supervision on coal, electricity and HSD consumption

II. Technology Absorption :

a) Research & Development (R & D)

Specific Areas :

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products.

Benefits Derived :

The products have been well accepted by the Consumers.

Plan of Action :

Focus an Research & to Improve productivity and product is an going process.

b) Technology Absorption, Adaption and Innovation :

The Company has continues interaction with the Manufacturers / Suppliers of Machinery

and is seeking & upgrading its equipment as and when required.

III. Foreign Exchange Earnings & Outgo :

There is no foreign exchange earnings during the year. There is outgoing of Rs. 1.35.000/- towards expenditure in respect of Travelling.

Mar 31, 1998

The Director of the Company have pleasure in presenting the Fifth Annual Report and Accounts for the year ended March 31, 1998.

FINANCIAL RESULTS : (Rs. in lacs) Year ended 31st March 1998 1997

Gross Income 2139.28 1511.37

Gross Profit 239.26 60.66 (Before Finance Charges Depreciation & Taxation)

Deduct : Finance Charges 132.60 119.49

Depreciation 56.26 52.69

Profit/(Loss) Before tax 50.40 (111.53)

Deduct : Provision for Tax - -

Profit/(Loss) After Tax 50.40 (111.53) (Balance Carried Forward to Profit & Loss Account)

Details of Projections for the year as per Prospectus and that of the Performance :

(Rs. in lacs)

Items Projections Performance

Gross Income 1766 2139 PBDIT 295 239 Depreciation 47 56 Interest 88 133 Tax 5 - PAT 155 50 Reserves 242 72

OPERATIONS :

The prices in the industry (Raw materials and Finished goods) have more or less stabilised, but with a reduced margin. However, because of the constant efforts for producing better quality product at low cost, the Company was able to achieve some profits. The Company made a turnover of Rs. 2127 lacs for the financial year March 31, 1998. The markets of the Company have enlarged and yours Company brand 'RAINBOW' has been established in the market.

The Company is successful in creating customer value and satisfaction in different territories. The Company's marketing policies helped its Products to reach nook and corners of the Country.

The Company has initiated the process of expansion of the existing manufacturing facilities in the unit for the purpose of increasing its Capacities and further widening the Market base.

The Company has already submitted a proposal to IDBI for Rs.630 lacs for meeting in part the cost of expansion programme. The Company has already expended Rs.226 lacs as on March 31, 1998 towards the expansion and part of the same is represented in Balance sheet as Capital Work in progress.

DIRECTORS :

During the year under review, Mr. G. Surender Reddy and Mr. S. Murali Krishna retire by rotation, and being eligible offer themselves for re-election.

Mr. Jag Mohan Gupta was appointed as a Director by the Board of Directors at the Board Meeting held on September 29, 1997.

Mr. S. Sridhar was appointed as a Director at the Board Meeting held on June 29, 1998 to hold office till the conclusion of the ensuing Annual General Meeting. A Shareholder has proposed Mr. S. Sridhar's appointment as a Director, liable for re-election under the provisions of Section 260/257 of the Companies Act, 1956.

Auditors :

M/s. Kumar & Giri, Chartered Accounts, Hyderabad retire at the conclusion of the forthcoming Annual General Meeting. Being eligible, they offer themselves for reappointment.

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

The details are enclosed vide annexure, which forms part of the Director's Report.

ANNEXURE TO THE DIRECTOR'S REPORT FOR THE YEAR ENDED MARCH 31, 1998 :

Details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo under section 217(1)(e) of the Companies Act, 1956.

I. Conservation of Energy :

Energy conservation continues to be a major area of emphasize and the Company is closely monitoring to improve efficiencies in energy consumption by way of :

* Usage of Sodium vapour Lamps * Installation of reduced horse power motors in line with the load requirement. * Close supervision on coal, Electricity and HSD Consumption.

II. Technology Absorption :

a. Research & Development (R & D)

Specific Areas :

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products.

Benefits Derived :

The products have been well accepted by the Consumers.

Plan of Action :

b. Technology Absorption, Adoption and innovation :

The Company has continuous interaction with the Manufacturers/Suppliers of Machinery and is seeking & upgrading its equipment as and when required.

III. Foreign Exchange & Outgo :

There is no foreign exchange earnings during the year. There is outgoing of Rs.35,52,784/- towards expenditure in respect of Purchase of machinery and Travelling expenses.

Mar 31, 1997

The Directors of your Company have pleasure in presenting the fourth annual report and accounts for the year ended March 31, 1997.

FINANCIAL RESULTS : (Rs. in lacs)

Year ended 1997 1996

Gross Income 1504.21 809.71

Gross Profit 60.66 49.30

(Before Finance Charges Depreciation & Taxation)

Deduct: Finance Charges 119.49 24.11

Depreciation 52.69 23.42

Profit/(Loss) Before Tax (111.53) 1.77

Deduct: Provision for Tax - - --

Profit/(Loss) After Tax (111.53) 1.77

(Balance carried Forward to Profit & Loss Account)

Details of Projections for the year as per Prospectus and that of the Performance::

(Rs. in lacs) Items Projections Performance

Gross Income 1570 1504

PBIDT 235 61

Depreciation 47 53

Interest 91 119

Tax -- --

Profit / (Loss) after tax 97 (111)

Reserves 90 57

OPERATIONS:

The Polyester industry across the country is under pressure and due to the economic conditions that prevailed during the financial year, even though your Company has achieved is projected turnover, it resulted in puffing strain on the margins of the Company.

The Company made a turnover of Rs.1504 lacs for the financial year March 31, 1997. The markets of the Company have enlarged and your Company's brand RAINBOW has been well received. New markets have been explored and have opened new vistas for your Company. The Company is successful in creating customer value and satisfaction of different market segments.

The Company's marketing policies have helped to extend its markets to the nook and corners of the markets.

DIRECTORS:

During the year under review, Mr.E.Uttam Kumar resigned from the Board due to personal reasons. and so also Mr. Jag Mohan Gupta from his Directorship & from being Director (Commercial),. However Mr. Jag Mohan Gupta was appointed as a Co-opted Director on the Board of Directors at Board Meeting held on 28.06.1997, to hold office till the conclusion of the ensuing Annual General Meeting. The Company received a notice in writing from a share holder proposing his appointment as a Director liable for retirement by rotation.

At the Annual General Meeting, Mr.S.Murali Krishna & Mr Sadashiv Sawrikar retire by rotation, and being eligible offer themselves for re- election. It is sought to revise the remuneration and perks to Mr.S. Man Mohan Rao , Chairman & Managing Director and to appoint Mr.G.Surender Reddy as Executive Director and to revise his remuneration & perk with effect from 01.04.1997

AUDITORS:

M/s. Kumar & Girl, Chartered Accounts, Hyderabad, retire at the conclusion of the forth-coming Annual General Meeting. Being eligible, they offer themselves for reappointment.

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

The details are enclosed vide annexure, which forms part of the Directors' report.

Details of Conservation of Energy . Technology Absorption and Foreign Exchange Earnings and Outgo under Section 21 7(1) (e) of the Companies Act 1956.

1. Conservation of Energy:

Energy conservation continues to be a major area of emphasise and the Company is closely monitoring to improve efficiencies in energy consumption by way of :

* Usage of sodium vapour Lamps

* Installation of reduced house power motors in line with the load requirement

* Close supervision on coal. Electricity and HSD consumption

II. Technology Absorption:

a) Research & Development (R & D) Specific Areas

The Company has taken significant steps to strengthen R & D activities in order to increase value and satisfaction to the Consumer by way of development of new range of products.

Benefits Derived

The products have been well accepted by the Consumers

Plan of Action

Focus on Research & to improve productivity and product is an on going process.

b) Technology absorption, adoption and innovation:

The Company has continuous interaction with the Manufacturers/Suppliers of Machinery and is seeking & upgrading its equipment as and when required.

III. Foreign Exchange Earnings & Outgo:

The Company has not made any exports during the year. Hence there are no foreign exchange earnings and Outgo from operations of the Company

Mar 31, 1996

Not available since the information is taken from 199703 annual report.

Mar 31, 1995

The Directors have pleasure in presenting their Second Annual Report and the Audited Accounts for the year ended 31st March 1995.

PROJECT IMPLEMENTATION

The installations for major set of Plant & Machinery have been completed successfully and the Directors take pleasure in Informing that the trial run of yarn processing has started during end of July, 1995. The Company is hopeful to commence Commercial Production in the month of September, 1995.

PUBLIC ISSUE

The Public Issue has been oversubscribed and the Listing formalities are completed in all respects. The approvals for Listing of the Company's Shares from the Stock Exchanges of Hyderabad, Bombay and Madras respectively have been accorded.

PROSPECTS

The Directors are happy to inform that the Company being the first of its kind in South India to Manufacture Polyester Texturised and Twisted Dyed Yarn has received substantial orders for the rest of the Financial year.

The Directors are confident that the Company would supply a high quality and valued added range of Dyed yarn and for creating a niche for itself in the markets.

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

As the Company is yet to commence its Commercial Activities information regarding the above is not applicable.

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Directors Report of ACS Technologies Ltd.

1. FINANCIAL SUMMARY

2. STATE OF THE COMPANY''S AFFAIRS â¢

3. IMPORTANT HIGHLIGHTS WITH RESPECT TO THE TRADING APPROVAL OF THECOMPANY IN THE BSE LIMITED

4. BOARD OF DIRECTORS AND OTHER INFORMATION

5. DIVIDEND

6. RESERVE AND SURPLUS

7. SHARE CAPITAL

(a) No Change in Authorized Capital:

(b) No Change in Issued/Subscribed/Paid-up Capital:

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

9. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENTAT WORKPLACE

10. RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

B. TECHNOLOGY ABSORPTION

C. EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT

D. FOREIGN EXCHANGE EARNINGS AND OUTGO

11. AUDITORS

A. STATUTORY AUDITORS

B. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

C. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

12. PARTICULARS OF EMPLOYEES

13. WEB-ADDRESS OF ANNUAL RETURN

14. RELATED PARTY TRANSACTIONS

15. HOLDING, SUBSIDIARY/ ASSOCIATE COMPANIES

16. CORPORATE GOVERNANCE

17. MANAGEMENT DISCUSSION & ANALYSIS REPORT

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

20. INTERNAL FINANCIAL CONTROL

21. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS

22. OTHER INFORMATION

A. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

REPORTING OF FRAUDS

B. PUBLIC DEPOSITS

C. DEMATERIALIZATION OF SHARES

D. RISK MANAGEMENT

E. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

F. CHANGE IN THE NATURE OF BUSINESS

G. COMPLIANCE WITH SECRETARIAL STANDARD

H. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016 (31 OF 2016)

I. COST AUDIT

J. REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMIT OF THE CITY

23. ACKNOWLEDGEMENT

1. FINANCIAL SUMMARY

2. STATE OF THE COMPANYâS AFFAIRS

3. IMPORTANT HIGHLIGHTS WITH RESPECT TO THE LISTING APPROVAL OF THE COMPANY INTHE BSE LIMITED

4. BOARD OF DIRECTORS AND OTHER INFORMATIONS

5. DIVIDEND

6. RESERVE AND SURPLUS

7. SHARE CAPITAL

(a) No Change in Authorized Capital:

(b) Change in Issued/Subscribed/Paid-up Capital:

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

9. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT ATWORKPLACE

10. RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

B. TECHNOLOGY ABSORPTION

C. EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT

11. AUDITORS

A. STATUTORY AUDITORS

B. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

C. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

12. PARTICULARS OF EMPLOYEES

13. WEB-ADDRESS OF ANNUAL RETURN

14. RELATED PARTY TRANSACTIONS

15. HOLDING, SUBSIDIARY/ ASSOCIATE COMPANIES

16. CORPORATE GOVERNANCE

17. MANAGEMENT DISCUSSION & ANALYSIS REPORT

18. VIGIL MECHANISM / WHISTLEBLOWER POLICY

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

20. INTERNAL FINANCIAL CONTROL

21. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS

22. OTHER INFORMATION

A. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

B. REPORTING OF FRAUDS

C. PUBLIC DEPOSITS

D. DEMATERIALIZATION OF SHARES

E. RISK MANAGEMENT

F. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

2. STATE OF THE COMPANY''S AFFAIRS â¢

3. IMPORTANT HIGHLIGHTS WITH RESPECT TO THE TRADING APPROVAL OF THE
COMPANY IN THE BSE LIMITED

9. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
AT WORKPLACE

10. RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

E. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

H. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016)

2. STATE OF THE COMPANYâS AFFAIRS

3. IMPORTANT HIGHLIGHTS WITH RESPECT TO THE LISTING APPROVAL OF THE COMPANY IN
THE BSE LIMITED

9. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE

10. RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

F. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

I. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016)

K. CHANGE OF REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMIT OF THE
CITY

By order of the Board
For ACS Technologies Limited