Directors Report of Lagnam Spintex Ltd.

Mar 31, 2025

Your Directors are pleased to present the 15^th Annual Report on the Business and operations of your Company along with the Audited Financial Statements for the year ended 31^st March 2025:

1. FINANCIAL RESULTS: -

The Financial Results of the Company''s performance for the year under review and those of the previous year are as follows-

in Lacs)
Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
Turnover : a) Domestic	32542.46	23287.09
b) Export	28014.00	20463.15
Revenue from Operations	60556.46	43750.24
Other Income	37.18	28.74
Total Revenue	60593.64	43778.98
Profit before Finance Cost, Depreciation & Tax (PBIDT)	6567.62	4536.60
Less: Financial expenses (Net)	3098.25	1526.12
Profit before Depreciation & Tax (PBDT)	3469.37	3010.48
Less: Depreciation	1679.24	928.62
Profit before Tax (PBT)	1790.13	2081.86
Less: Current Tax (Net)	291.70	343.58
MAT Credit Entitlement	(291.70)	(343.58)
Tax of Earlier years	-	(17.72)
Deferred Tax	504.66	642.26
Profit after Tax (PAT)	1285.47	1457.32
Other Comprehensive Income	(5.33)	8.94
Profit available for appropriation	1280.14	1466.26
Earning Per Equity Share- Annualized (Basic & Diluted)	7.28	8.25

2. OPERATIONAL PERFORMACE & STATE OF AFFAIRS: -REVENUE FROM OPERATIONS:

Your directors are pleased to report that, your Company has recorded its highest-ever revenue of ^605.56 Crores from the operations in the current year, compared to ^437.50 Crores in the previous year, a 38% gain indicating strong progress in the operations.

As per the Techno-Economic Viability (TEV) study conducted by Dun & Bradstreet, the Expansion Project''s revenue for FY 2024-25 was estimated at ^240 Crores at the time of term loan approval by the lender banks. However, due to better capacity utilization and an optimized efficiency plan, the Company has achieved a revenue of ^321 Crores, reflecting strong operational performance and a 34%

growth over the estimate.

The increase in revenue during the year is primarily attributable to the commissioning of the Expansion Project comprising 41,472 spindles, undertaken at a cost of ^218.00 Crores for the manufacturing of 100% Cotton Compact Yarn. The project was successfully commissioned on January 31^st, 2024, ahead of the scheduled date of April 1^st, 2024. The full impact of this commissioning is reflected in the current year''s revenue, as the project became operational in the last quarter of the previous financial year 2023-24, significantly contributing to the growth in operational income.

Export_Snapshot:

The Company has recorded export revenue of ^280.14 Crores in the current fiscal year,

up from ^204.63 Crores in the previous year, marking a notable increase of 37%. The export volume has risen to 10335 MT, compared to 7889 MT in the prior year, representing a growth of 31%. This significant surge in both revenue and volume is primarily driven by the enhanced production capacity resulting from the successful implementation of the Expansion Project in the last quarter of the previous fiscal year. Exports constitute 46% of the total revenue of the Company.

year after year. In FY 2022-23, the Company''s export revenue was T135.64 Crores, which increased to ^204.63 Crores in FY 2023-24, and further rose to ^280.14 Crores in FY 2024-25, reflecting a compound annual growth rate (CAGR) of 44%.

Export_Growth:

In terms of revenue, your Company is increasingly focusing on expanding its presence in export markets by entering new overseas territories and diversifying its product portfolio, particularly with the introduction of "Compact Cotton Yarn". The Company''s cotton yarn is widely recognized and respected in the global market for its high quality. This reputation is supported by our state-of-the-art technology, including USTER LABORATORY equipment such as HVI-1000, AFIS PRO 2, UT-5, UTR-4, and CLASSIMAT-5, ensuring that our yarn meets the highest standards and is tailored to customers'' specific requirements.

The consistent quality of our yarn has been a key driver of our growth in export markets

PROFITABILITY:

The operating profit (PBIDTA) of the Company has increased to ^65.68 Crores in the current year under review as compared to ^45.37 Crores in the previous year, reflecting a significant growth of about 45%. As a percentage to revenue from operations, the operating profit (PBIDTA) has marginally improved from 10.37% to 10.85% in the current year.

The Cash Profit (PBDT) of the Company for the current year has increased to ^34.69 Crores, compared to ^30.10 Crores in the previous year, reflecting an increase of approximately 15%. However, when compared to revenue, the PBDT growth has been subdued due to higher provisions for depreciation and finance costs during the year. The finance cost has significantly increased, doubling to ^30.98 Crores in FY 2024-25, compared to ^15.26 Crores in the previous year, primarily due to the addition of a new term loan of T163.00 Crores for the expansion project.

Similarly, depreciation for FY 2024-25 has increased to T16.79 Crores, compared to ^9.29 Crores in the previous year. This increase is primarily due to higher provisions for depreciation resulting from the implementation of the Expansion Project, amounted to ^218.00 Crores.

The performance of the First quarter of the year was satisfactory. However, from the second quarter of the year due to Geopolitical

situations, Global slowdown, and high inflation rate resulted in low demand in the market due to which the margins remains under pressure during the second and third quarter of the year. Despite the higher provision of depreciation, finance cost, high inflation and global instability during the year, your Company has reported Net Profit After Tax (PAT) of ^12.85 Crores during the year.

3. EXPANSION PLAN: -

As the Company successfully commissioned its expansion project comprising 41,472 spindles of 100% compact cotton yarn at a cost of ^218.00 crore in the previous year on January 31^st, 2024, two months ahead of the scheduled date of April 1^st, 2024, with a view to conserving resources for future business plans, no new expansion projects are currently underway. In the previous year, the expansion was executed using state-of-the-art and most modern technologies, incorporating the latest automation and digitalization systems. These advanced features significantly enhance the quality and productivity of both machinery and labor, leading to improved production efficiency, lower operating costs, and higher profitability.

4. SOLAR POWER PLANT: -

Your company has an existing rooftop solar power capacity of 5.2 MW, which significantly contributes to reducing energy costs and enhancing sustainability. We have optimized the available rooftop space by installing solar panels across all our units, ensuring maximum utilization of renewable energy resources.

5. DIVIDEND: -

To conserve the resources for the future plans and to augment the working capital of the Company, your Directors do not recommend any dividend for the financial year 2024-2025.

Previous year shareholders had approved final Dividend of ^0.50/- per Equity Share on the fully paid-up Equity Shares of ^10/- each for the financial year 2023-24 i.e. 5% of per equity share of ^10/- each on recommendation of the Board of Directors.

6. TRANSFER TO RESERVES: -

During the year under review the company has not transferred any amount to the general reserves.

7. CAPITAL STRUCTURE: -

The Capital Structure of the Company as on 31.03.2025 is as follows: -

The Authorized Share Capital of the Company is ^22,50,00,000 (Rupees Twenty-Two Crore Fifty Lakh) divided into 2,25,00,000 (Two Crore Twenty-Five Lakh) Equity Shares of ^10/-each.

The Issued, subscribed and Paid up Share Capital of the Company is ^17,66,90,000 (Rupees Seventeen Crore Sixty-Six Lakh Ninety Thousand) divided into 1,76,69,000 (One Crore Seventy-Six Lakh Sixty-Nine Thousand) Equity Shares of ^10/- each.

During the year under review the Company has not issued any shares. The Company has not issued any shares with differential voting rights or sweat equity or granted stock options.

8. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR: -

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

10. ANNUAL RETURN

Kindly Take Note that the Annual Return as required under section 92 of the Companies Act, 2013 will be made available on the Website of the Company after Conclusion of the AGM in below link: (Link: http://www. lagnamspintex.com/Annual-return.html)

11. CORPORATE SOCIAL RESPONSIBILITY: -

In pursuant to Section 135 of the Companies Act, 2013 read with rules framed there under a CSR Policy to ensure Social Responsibilities

has been adopted. The CSR Policy has been uploaded on the website of the Company at following link: (http://www.lagnamspintex. com/policies)

In view of the profits and turnover of the company, your Company was required to undertake CSR projects during the year 202425 under the provisions of section 135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken various activities, which are in accordance with CSR Policy of the Company and Schedule VII of the Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as "Annexure I".

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

Energy conservation continues to be an area of major emphasis in our Company. Efforts are made to optimize the energy cost while carrying out the manufacturing operations. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure II".

13. RECOGNITION & CERTIFICATIONS: -

The Company has following certifications:

â¢ USTERIZED CERTIFICATE

USTER TECHONOLOGIES AG of Switzerland has renewed its authorization to use the "USTERIZED" trademark to your company, "A mark of quality & trust", which is a prestigious quality authorization granted to only about 70 textiles mill in the world. In the standalone Open-end spinning segment, LAGNAM was the first to get this authorization in the world.

â¢ Three Star Export House Certificate

The Company has been recognized as a "Three Star Export House" by the Ministry of Commerce & Industry, Government of India.

â¢ BCI Certificate

â¢ GOTS Certificate

â¢ Oeko-Tex Standard 100 Certificate

â¢ ISO 9001:2015 Certificate AUDITORS

14. STATUTORY AUDITORS & AUDIT REPORT: -

M/s A. L. Chechani & Co. Chartered Accountants, Bhilwara (Firm Registration No. 005341C), were appointed as Statutory Auditors in place of the retiring Statutory Auditors M/s. SSMS & Associates, Chartered Accountants (Firm Registration No. 019351C) at the 14^th Annual General Meeting held on 16 ^thJuly, 2024 for five years till the conclusion of the Annual General Meeting to be held in the calendar year 2029. Accordingly, they have conducted Statutory Audit for the F.Y. 2024-25.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

15. INTERNAL AUDITORS: -

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has appointed M/s Sunil Somani & Associates, Chartered Accountants, Bhilwara, [ICAI Firm Registration No.- 013996C], as the Internal Auditors of the Company for the financial year 2024-2025 ended 31^st March 2025.

The Internal Audit Finding/ s and Report/ s submitted by the said Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

16. SECRETARIAL AUDITORS: -

The Board of Directors, on the recommendation of the Audit Committee, of the Company, has

appointed M/s Sanjay Somani & Associates, Company Secretaries, Bhilwara, [ICSI Membership No. FCS- 6958 & Certificate of Practice No. 5270], as the Secretarial Auditors of the Company for the financial year 20242025.

The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors, do not contain any adverse remarks and qualifications, hence do not call for any further explanation/ s by the Company. The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors, for the financial year 2024-2025 forms part of the Annual Report as "Annexure III" to the Board''s report.

17. COST AUDITORS: -

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your directors have appointed M/s N. D. Birla & Co., Cost Accountants (FRN: 000028), Ahmedabad being eligible, to conduct Cost Audit of the Company for the financial year 2024-25.

M/s N. D. Birla & Co., Cost Accountants (FRN: 000028), Ahmedabad have furnished a Certificate of their eligibility for appointment pursuant to Section 141(3)(g) and 148(5) of the Companies Act, 2013 read with the rules made there under, Certificate for independence and arms'' length relationship with the Company and have confirmed about their not being disqualified for such appointment including re-appointment within the meaning of Section 141(3) of the Companies Act, 2013.

18. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANY: -

The Company does not have any subsidiary, associate or joint venture during the financial year 2024-25 as well as at the beginning or closing of the financial year therefore the financial statement is prepared on standalone basis and the requirement for disclosure in the Form AOC-1 is not applicable. Further that the Company is an associate of Lagnam Infotech Solutions Private Limited which is holding 50,34,000 equity shares representing 28.49% of total paid up equity share capital of the Company as on 31^st March, 2025.

19. BOARD OF DIRECTORS, THEIR MEETINGS & KMP(s): -I. Constitution of the Board

The Board of directors are comprising of total 7 (Seven) Directors, which includes 4 (Four) Independent Directors including 1 (One) Woman Independent director. The Chairman of the Board is Promoter and Whole-Time Director. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

II. Board Independence

Our definition of ''Independence'' of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having following independent directors:

(i) Mr. Jagdish Chandra Laddha (DIN: 00118527)

(ii) Mr. Vijay Singh Bapna (DIN: 02599024)

(iii) Mr. Anil Shah (DIN: 00145396)

(iv) Ms. Dipali Mathur (DIN: 07732611)

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years and shall not be liable to retire by rotation.

III. Declaration by the Independent Directors

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2024-25.

IV. Directors liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of the

Articles of Association of the Company, Mr. Shubh Mangal (DIN: 01287935), Executive Director- Whole-Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

V. Changes in Directors and Key Managerial Personnel

There was no change in the composition of Directors and Key Managerial Personnel during the Financial Year 2024-25 However:

â¢ Mr. D. P. Mangal (DIN: 01205208), reappointed as Executive Chairman & Whole Time Director of the Company

at the meeting of the Board of Directors held on 29.04.2024 and approved by the shareholders of the Company at the Annual General Meeting of the Company held on 16.07.2024; for a term of 5 years effective from 01.04.2025."

â¢ Mr. Vijay Singh Bapna (DIN: 002599024), reappointed as NonExecutive Independent Director of the Company at the meeting of the Board of Directors held on 29.04.2024 and approved by the shareholders of the Company at the Annual General Meeting of the Company held on 16.07.2024; for a second term of 5 consecutive years w.e.f. 09.09.2024.

VI. Meetings and Attendance of the Board

The Board meets at regular intervals to discuss and decide on company/business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed

notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 5 (Five) times in the Financial Year 2024-25 viz. 29.04.2024,

03.08.2024, 11.11.2024, 08.02.2025 and

29.03.2025. The maximum interval between any two meetings did not exceed 120 days. Attendance of each director in board meeting as follows:

VII. Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 08^th February, 2025 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

VIII. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), uploaded on company''s website.

(Link-http://www.lagnamspintex.

com/policies/policies)

IX. ANNUAL EVALUATION BY THE BOARD:

of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

20. COMMITTEES OF THE BOARD: -

The Company has following committees:

I. Audit Committee:

The Company has constituted Audit Committee as per requirement of section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013.The Audit Committee comprises following Directors of the Company:

During the financial year 2024-25, the Audit Committee met 4 (four) times on 29.04.2024, 03.08.2024, 11.11.2024 and 08.02.2025.

II. Nomination and Remuneration

Committee:

The Company has constituted a Nomination and Remuneration

Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Nomination and Remuneration Committee comprises of the following Directors of the Company:

During the financial year 2024-25, the Stakeholders'' Relationship Committee met on

08.02.2025.

IV. Corporate Social Responsibility (CSR) Committee:

The Company has constituted a CSR Committee in accordance with the provisions of section 135 of the Companies Act, 2013. The CSR Committee comprises the following Directors:

During the financial year 2024-25, the Nomination and Remuneration Committee met on 29.04.2024.

III. Stakeholders'' Relationship Committee:

The Company has constituted a Stakeholders'' Relationship Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Committee considers and approves various requests regarding annual report and to redress complaints of the shareholders. The Stakeholders'' Relationship Committee comprises following Directors of the Company:

During the financial year 2024-25, the Corporate Social Responsibility Committee met on 29.04.2024.

21. CORPORATE GOVERANANCE: -

As the Members are aware, the securities [Equity Shares] of the Company are migrated from SME Platform of National Stock Exchange of India Limited (NSE) namely NSE EMERGE to Main Board of National Stock Exchange of India Limited, effective 30^th September 2021 (Scrip Code -LAGNAM). Therefore, provisions relating to Corporate Governance provided in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI LODR Regulations / Listing Regulations], are applicable to the Company consequent to such migration.

Your Directors are pleased to report that your Company has duly complied with the SEBI Guidelines on Corporate Governance for the year 2024-25 relating to the Listing Regulations. A Certificate from m/s Sanjay Somani & Associates, Company Secretaries, Bhilwara, (Membership No.: FCS6958 & COP No.: 5270) confirming compliance with conditions as stipulated under Listing Regulations is annexed to the Corporate Governance Report of the Company. The Corporate Governance

report for the financial 2024-25 attached as Annexure-IV.

22. RELATED PARTY TRANSACTIONS: -

All related party transactions that were entered during the financial year, were on the arm''s length basis and were in the ordinary course of business and do not attract the provisions of section 188 of the Companies Act, 2013. Thus, disclosure in form AOC-2 is not required. All Related Party Transactions were placed before the Audit Committee for approval. A policy on the related party Transitions was framed & approved by the Board and posted on the Company''s website at below link: (http:// www.lagnamspintex.com/policies)

However, you may refer to Related Party transactions, as per the Accounting Standards, in the Notes forming part of financial statements.

23. INVESTORS EDUCATION AND PROTECTION FUND

During the financial year 2024-2025 ended 31st March 2025 under review, there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such, no specific details are required to be given or provided.

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: -

To prevent sexual harassment of women at work place, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 2013 as amended from time to time. The Company has zero tolerance for sexual harassment at workplace in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under for prevention and redressal of complaints of sexual harassment at workplace.

During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. The Management of the Company endeavors to provide safe environment for the female employees of the Company.

25. RISK MANAGEMENT: -

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee. The Company has not made Risk Management Committee, but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY: -

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and the regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, The Company has adopted a Whistle-Blower Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The details of the Vigil Mechanism Policy have posted on the website of the Company at following link: (http://www.lagnamspintex.com/policies)

27. PREVENTION OF INSIDER TRADING: -

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Insider Trading Policy have posted on the

management Discussion and Analysis Report of the Company for the year ended is set out in this Annual Report as "Annexure V."

30. REGISTRAR AND SHARE TRANSFER AGENT: -

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent. The Corporate Office of Bigshare Services Pvt. Ltd. situated at "Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093, Maharashtra, India.

31. DEMATERIALISATION OF SECURITIES

The Company''s Equity Shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. As on 31^st March 2025, all 1,76,69,000 equity shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents whole 100% of the total issued, subscribed and paid-up capital of the Company as on that date. The ISIN allotted to your Company is INE548Z01017. Status of the securities as on 31.03.2025 hereunder:

website of the Company at following link:

(Link: http://www.lagnamspintex.com/policies)

The Code requires Trading Plan, pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. However, there were no such instances in the Company during the year 2024-25.

28. MEETINGS OF THE MEMBERS: -

During the year under review the Annual General Meeting of the Company was held on 16.07.2024. No any other meeting of the members held during the year.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORTS: -

As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the

32. COMPLIANCES OF SECRETARIAL STANDARDS: -

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1 (''SS-1'') on Meetings of the Board of Directors and Secretarial Standard -2 (''SS-2'') on General Meetings, during the financial year 2024-2025 ended 31 March 2025.

33. HUMAN RESOURCES: -

The Company treats its "Human Resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

34. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIANEMPLOYEE''S REMUNERATION AND PARTICULARS OFEMPLOYEES: -

Pursuant to provision of section 197 of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of employees given in the "Annexure VI".

During the year, none of the employees received remuneration in excess of Rs. One Crore Two Lakhs or more per annum, or Rs. Eight Lakhs Fifty Thousand per month for the part of the year, in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

35. CHANGE IN THE NATURE OF BUSINESS: -

During the year under review there is no

change in the nature of the business and commercial activities of the company.

36. INDUSTRIAL RELATIONS: -

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

37. DEPOSITS: -

During the financial year 2024-2025 ended 31 March 2025 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended).

As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

38. CODE OF CONDUCT: -

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same is hosted on the website of the company at following link: (http://www.lagnamspintex. com/policies)

39. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013: -

During the financial year 2024-2025 ended 31^stMarch, 2025 under review, the Company has neither granted loan/s (secured or unsecured), provided guarantees or securities in connection with any loan/s availed by others nor made any investments pursuant to the provisions of Section186 the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). As such, no specific details are required to be given or provided.

40. INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS

The Company has adequate system of internal controls commensuration with the size of

its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

The Company has appointed Internal Auditors and the scope and authority of the Internal Audit (IA) function is defined in the procedure and appointment letter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit and process the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board.

The Company works in a dynamic business environment and adopts the appropriate internal financial controls, to establish reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes inducting and maintaining such business policies and procedures as may be required to successfully conduct the business of the company and maintain such records as to correctly record the business transaction, assets and liabilities of the company in such a way that they help in prevention & detection of frauds & errors and timely completion of the financial statements.

41. INTERNAL CONTROL SYSTEMS: -

The Company''s internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

â¢ Timely and accurate financial reporting in accordance with applicable accounting standards.

â¢ Optimum utilization, efficient monitoring, timely maintenance, and safety of its assets.

â¢ Compliance with applicable laws, regulations, and management policies.

42. DISCLOSURE FOR FRAUD AGAINST THE COMPANY: -

In terms of provision of section 134(3) (ca) of the Companies Act, 2013, There were no instances

of fraud which are reported by Auditors of the Company under section 143(12) of the Companies Act, 2013 to the Audit Committee.

43. DIRECTORS'' RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31^st, 2025 and of the profit and loss of the company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The Directors had laid down Internal Financial Controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

44. DIFFERENCE IN VALUATION: -

During the year under review there was no case of one-time settlement with financial institution so the details of difference between amount of the valuation done at the time of

one time settlement and the valuation done while taking loan from the Banks or Financial Institutions are not applicable to the company.

45. SUSPENSION OF TRADING: -

The equity shares of the Company have been listed and actively traded on Main Board of National Stock Exchange of India Limited. There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2024-2025.

46. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE IBC 2016:

During the year under review no application was made further no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the company.

47. ACKNOWLEDGEMENT: -

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Auditors, Advisors & Consultants, other Intermediary service provider/s and other Investor/s for their continuous support for the working of the Company.

The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance received by the Company from the Central - State - Local Government and other regulatory authorities, Bankers and Members. The Directors also record their appreciation of the dedication of all the employees at all levels for their support and commitment to ensure that the Company continues to grow.

Mar 31, 2024

Your Directors are pleased to present the 14^th Annual Report on the Business and operations of your Company along with the Audited Financial Statements for the year ended 31^st March, 2024:

1. FINANCIAL RESULTS:

The Financial Results of the Company''s performance for the year under review and those of the previous year are as follows-

('' in Lacs)

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
Turnover: a) Domestic	23287.09	16901.70
b) Export	20463.15	13564.23
Revenue from Operations	43750.24	30465.93
Other Income	28.74	22.72
Total Revenue	43778.98	30488.65
Profit before Finance Cost, Depreciation & Tax (PBIDT)	4536.60	3103.10
Less: Financial expenses (Net)	1526.12	1097.64
Profit before Depreciation & Tax (PBDT)	3010.48	2005.46
Less: Depreciation	928.62	733.14
Profit Before Tax (PBT)	2081.86	1272.32
Less: Current Tax (Net)	343.58	209.46
MAT Credit Entitlement (Entitlement/ Utilisation)	(343.58)	69.71
Tax of Earlier years	(17.72)	(1.41)
Deferred Tax	642.26	18.28
Profit After Tax (PAT)	1457.32	976.28
Other Comprehensive Income	8.94	4.60
Profit available for appropriation	1466.26	980.88
Earning Per Equity Share- Annualized (Basic & Diluted)	8.25	5.53

FINANCIAL SYNOPSIS
Â¦\| Revenue From Operations
2023 2024
	43750.24 1
2022 2023		*
	30465.93 1	44%

Hi Profit Before Tax (PBT) \|
2023 2024 2022 2023
	Sj 2081.86 1
	[ 1^7? 3? \|	t 64%

I Export Turnover 1
2023 2024 2022 2023
	20463.15
		t 51%
	13564.23 \|


(EPS in '')
2023 2024
2023 2024	8.25
2022 2023
	5.53 1	â¦
		49%

2. OPERATIONAL EFFICIENCY & STATE OF AFFAIRS

REVENUE FROM OPERATIONS:

Your directors are pleased to report that, your Company has recorded highest ever revenue of '' 43750.24 Lacs from the operations in the current year as against '' 30465.93 Lacs in the previous year, a significant advancement of 43.60%.

The increase in revenue during the year can be attributed primarily to the commissioning of the Expansion Project of 41,472 spindles at a cost of '' 21800.00 Lacs to produce 100% Cotton "Compact Yarn", two months ahead of schedule. The Expansion Project has commissioned without any time and cost overrun w.e.f. 31^st January, 2024 as against the scheduled date of commissioning i.e. 01^st April, 2024.

Export Production (In MT)

The Company has registered Export revenue of ? 20463.15 Lacs in the current fiscal year as against ? 13564.23 Lacs in the previous year, a substantial leap of 51%.The Export quantum has recorded at 7889 MT in the

Fiscal Year as against 4067 MT in the previous year, a jump of 94%. Exports constitute 46.77% of the total revenue of the Company.

The increase in exports were mainly led by robust demand of cotton yarn after the first half of the fiscal year in international markets and introduction of new range of products with the Expansion Project of 41472 spindles of Compact Cotton Yarn. After commissioning the Expansion project, the company has expanded its presence into new overseas markets by adding new better margin products to its portfolio.

PROFITABILITY:

Your directors are pleased to report that as a result of higher revenue from the operations, optimum capacity utilization and thrust on value addition products by adding "Compact Cotton Yarn" in the product portfolio, the Company has registered significant growth as under:

â¢ The operating profit (PBITDA) of the Company has increased to '' 4536.60 Lacs in the current year under review as compared to '' 3103.10 Lacs in the previous year, a significant growth of about 46%.

â¢ The Cash Profit (PBDT) of the Company for the current year has increased to '' 3010.48 Lacs as against '' 2005.46 Lacs, an impressive spike of about 50% over the previous year.

â¢ The Profit after Tax (PAT) of the Company has increased to '' 1457.32 Lacs for the current year as against '' 976.28 Lacs in the previous year and registered an upsurge of about 49%.

â¢ The Earning per Share for the current year has increased to '' 8.25/- per equity share of the Company as against '' 5.53/- per equity share in the previous year and registered substantial advancement.

The Finance Cost of the Company rose to '' 1526.12 Lacs in the current year from '' 1097.64 Lacs in the previous year, despite implementation of the Expansion Project of 41,472 spindles at a cost of '' 218.00 Crores during the Fiscal Year.

Despite a significant increase in turnover by 43.60% and implementation of the Expansion Project during the year, the Finance Cost as a percentage of revenue decreased from 3.60% in the previous year to 3.49% in the current year. Better working capital management and leveraging on exports with lower interest rates are the major deriving factors to lower the cost.

Your Directors are happy to inform you that Solar Power Plant(s) with a capacity of 2708 KWP was commissioned in September, 2023. The full benefit of which will accrue in upcoming years.

3. EXPANSION PLAN

Your Directors are pleased to report that, the Company''s Expansion project for installation of 41,472 spindles of 100% compact cotton yarn at a cost of Rs. 218.00 Cr. having Production Capacity of approx. 34.35 tonnes cotton yarn per day has been completed and the commercial production has started w.e.f. 31^stJanuary, 2024, two months before the scheduled date of commissioning i.e. 01^st April, 2024.

The expansion has been implemented with the state of the Art and most modern technologies with all latest automations and digitalization as this determines the Quality, productivity of machines and labour, which in turn, improves the production, operating cost and profitability of the Company.

The company is receiving very good response from both overseas and domestic markets for the "Compact Cotton Yarn". Capitalizing on this opportunity, the company has expanded its presence by venturing into new overseas markets.

4. CAPTIVE SOLAR POWER PLANT

Your company have availability of existing capacity of 4403 KWP of Solar power on Roof Top of the Factory Buildings and adding further capacity of 675 KWP, which will help in reducing the energy cost of your company.

The company has placed order for the additional capacity and delivery of equipments has already started and the plant will be fully commissioned during second quarter of the FY 2024-25. The full benefit of which will accrue in upcoming years.

5. DIVIDEND

Your Directors are pleased to recommend a final Dividend of Rs. 0.50/- per Equity Share on the fully paid-up Equity Shares of Rs. 10/- each for the financial year 2023-24 i.e. 5% of per equity share, subject to approval of the shareholders at the ensuing Annual General Meeting. (Previous year 2022-23- NIL)

6. TRANSFER TO RESERVES

During the year under review the company has not transferred any amount to the general reserves.

7. CAPITAL STRUCTURE

The Capital Structure of the Company as on 31.03.2024 is as follows: -

The Authorized Share Capital of the Company is '' 22,50,00,000 (Rupees Twenty-Two Crore Fifty Lakh) divided into 2,25,00,000 (Two Crore Twenty-Five Lakh) Equity Shares of '' 10/- each.

The Issued, subscribed and Paid up Share Capital of the Company is '' 17,66,90,000 (Rupees Seventeen Crore Sixty-Six Lakh Ninety Thousand) divided into 1,76,69,000 (One Crore Seventy-Six Lakh Sixty-Nine Thousand) Equity Shares of '' 10/- each.

During the year under review the Company has not issued any shares. The Company has not issued any shares with differential voting rights or sweat equity or granted stock options.

8. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

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

10. ANNUAL RETURN

Kindly Take Note that the Annual Return as required under section 92 of the Companies Act, 2013 will be made available on the Website of the Company after Conclusion of the AGM in below link:

(Link: http://www.lagnamspintex.com/Annual-return.html)

11. CORPORATE SOCIAL RESPONSIBILITY

In pursuant to Section 135 of the Companies Act, 2013 read with rules framed there under a CSR Policy to ensure Social Responsibilities has been adopted. The CSR Policy has been uploaded on the website of the Company at following link:

(Link: http://www.lagnamspintex.com/policies)

In view of the profits and turnover of the company, your Company was required to undertake CSR projects during the year 2023-24 under the provisions of section 135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken various activities, which are in accordance with CSR Policy of the Company and Schedule VII of the Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as "Annexure I".

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

13. RECOGNITION & CERTIFICATIONS

The Company has following certifications:

â¢ USTERIZED CERTIFICATE

â¢ Three Star Export House Certificate

The Company has been recognized as a "Three Star Export House" (Upgraded from Two Star to Three Star during the year) by the Ministry of Commerce & Industry, Government of India.

â¢ BCI Certificate

â¢ GOTS Certificate

â¢ Oeko-Tex Standard 100 Certificate

â¢ ISO 9001:2015 Certificate AUDITORS

14. STATUTORY AUDITORS & AUDIT REPORT

M/s SSMS & Associates Chartered Accountants, Bhilwara (Firm Registration No. 019351C), were appointed as Statutory Auditors at the 9^th Annual General Meeting held on 9^thSeptember, 2019 for five years till the conclusion of the Annual General Meeting to be held in the calendar year 2024. Accordingly, they have conducted Statutory Audit for the F.Y 2023-24.

Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

15. INTERNAL AUDITORS

Chartered Accountants, Bhilwara, [ICAI Firm Registration No.- 005341C], as the Internal Auditors of the Company for the financial year 2023-2024 ended 31^st March 2024.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

16. SECRETARIAL AUDITORS

The Board of Directors, on the recommendation of the Audit Committee, of the Company, has appointed M/sSanjay Somani & Associates, Company Secretaries, Bhilwara, [ICSI Membership No. FCS-6958& Certificate of Practice No. 5270], as the Secretarial Auditors of the Company for the financial year2023-2024.

The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors, do not contain any adverse remarks and qualifications, hence do not call for any further explanation/s by the Company. The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors, for the financial year 2023-2024 forms part of the Annual Report as "Annexure IN" to the Board''s report.

17. COST AUDITORS

M/s N. D. Birla & Co., Cost Accountants (FRN: 000028), Ahmedabad have furnished a Certificate of their eligibility for appointment pursuant to Section 141(3)(g) and 148(5) of the Companies Act, 2013 read with the rules made there under, Certificate for independence and arms'' length relationship with the Company and have confirmed about their not being disqualified for such appointment including reappointment within the meaning of Section 141(3) of the Companies Act, 2013.

18. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANY

The Company does not have any subsidiary, associate or joint venture during the financial year 2023-24 as well as at the beginning or closing of the financial year therefore the financial statement is prepared on standalone basis and the requirement for disclosure in the Form AOC-1 is not applicable. Further that the Company is an associate of Lagnam Infotech Solutions Private Limited which is holding 50,34,000 equity shares representing 28.49% of total paid up equity share capital of the Company as on 31^{s 1} March, 2024.

19. BOARD OF DIRECTORS, THEIR MEETINGS & KMP(s)

I. Constitution of the Board

The Board of directors are comprising of total 7 (Seven) Directors, which includes 4(Four) Independent Directors including1 (One) Woman Independent director. The Chairman of the Board is Promoter and Whole-Time Director. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

II. Board Independence

(i) Mr. Jagdish Chandra Laddha (DIN:00118527)

(ii) Mr. Vijay Singh Bapna (DIN: 02599024)

(iii) Mr. Anil Shah (DIN: 00145396)

(iv) Ms. Dipali Mathur (DIN: 07732611)

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years and shall not be liable to retire by rotation.

III. Declaration by the Independent Directors

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013.Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2023-24.

IV. Directors liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. D.P. Mangal

(DIN: 01205208), Executive Chairman & WholeTime Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

V. Changes in Directors and Key Managerial Personnel

There was no change in the composition of Directors and Key Managerial Personnel during the Financial Year 2023-24. However, Mr. Shubh Mangal (DIN: 01287935), Executive Whole Time Director, was reappointed at the Annual General Meeting held on July 28^th, 2023, who was liable to retire by rotation."

Following are the Directors and KMP(s) in the Company:

S.N.	Name of Directors/KMP(s)	Nature of Directorship
1.	Mr. Dwarka Prasad Mangal (DIN: 01205208)	Executive Chairman
2.	Mr. Anand Mangal (DIN: 03113542)	Managing Director
3.	Mr. Shubh Mangal (DIN: 01287935)	Executive Director
4.	Mr. Vijay Singh Bapna (DIN: 02599024)	Independent Director
5.	Mr. Jagdish Chandra Laddha (DIN: 00118527)	Independent Director
6.	Mr. Anil Shah (DIN: 00145396)	Independent Director
7.	Ms. Dipali Mathur (DIN: 07732611)	Independent Director
8.	Mr. Devi Lal Mundra (PAN: AKUPM7207P)	Chief Financial Officer
9.	Mr. Rajeev Parashar (PAN: BLSPP2313P)	Company Secretary& Compliance Officer

VI. Meetings and Attendance of the Board

The Board met 5 (Five) times in the Financial Year 2023-24 viz. 20.05.2023, 07.08.2023, 09.11.2023, 12.02.2024 and 30.03.2024. The maximum interval between any two meetings did not exceed 120 days. Attendance of each director in board meeting as follows:

Name of the Directors

Date of Meeting	Mr. D. P. Mangal	Mr. Anand Mangal	Mr. Shubh Mangal	Mr. Vijay Mr. Jagdish Singh Bapna Chandra Laddha		Mr. Anil Shah	Ms. Dipali Mathur
20.05.2023	Yes	Yes	Yes	Yes	Yes	Yes	Yes
07.08.2023	Yes	Yes	Yes	Yes	Yes	Yes	Yes
09.11.2023	Yes	Yes	Yes	Yes	Yes	No	No
12.02.2024	Yes	No	Yes	Yes	Yes	Yes	No
30.03.2024	Yes	Yes	Yes	Yes	Yes	Yes	No

VII. Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 12^th February, 2024 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

VIII. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

(Li nk-http://www. lag namspintex.com/ policies/policies)

IX. ANNUAL EVALUATION BY THE BOARD

the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

20. COMMITTEES OF THE BOARD

The Company has following committees:

I. Audit Committee:

S. N. Name of Director	Nature of Directorship	Designation in Committee
1 Mr. Jagdish Chandra Laddha	Independent Director	Chairman
2 Mr. Vijay Singh Bapna	Independent Director	Member
3 Mr. Anil Shah	Independent Director	Member
4 Mr. D. P. Mangal	Whole-time Director	Member

During the financial year 2023-24, the Audit Committee met 4 (four) times on 20.05.2023, 07.08.2023, 09.11.2023 and 12.02.2024.

II. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Nomination and Remuneration Committee comprises of the following Directors of the Company:

S. N. Name of Director	Nature of	Designation in
	Directorship	Committee
1 Mr. Jagdish Chandra	Independent	Chairman
Laddha	Director
2 Mr. Anil Shah	Independent	Member
	Director
3 Mr. Vijay Singh	Independent	Member
Bapna	Director

During the financial year 2023-24, the Nomination and Remuneration Committee met on 20.05.2023.

III. Stakeholders'' Relationship Committee:

The Company has constituted a Stakeholders'' Relationship Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 201 5. The Committee considers and approves various requests regarding annual report and to redress complaints of the shareholders. The Stakeholders'' Relationship Committee comprises following Directors of the Company:

S. N. Name of Director	Nature of	Designation in
	Directorship	Committee
1 Mr. Anil Shah	Independent Director	Chairman
2 Mr. Vijay Singh	Independent	Member
Bapna	Director
3 Mr. Anand Mangal	Managing Director	Member

During the financial year 2023-24, the Stakeholders'' Relationship Committee met on 12.02.2024.

IV. Corporate Social Responsibility (CSR) Committee:

The Company has constituted a CSR Committee in accordance with the provisions of section 135 of the Companies Act, 2013. The CSR Committee comprises the following Directors:

S. N. Name of Director	Nature of Directorship	Designation in Committee
1 Mr. Jagdish Chandra	Independent	Chairman
Laddha	Director
2 Mr. D. P. Mangal	Whole-time Director	Member
3 Mr. Vijay Singh	Independent	Member
Bapna	Director

During the financial year 2023-24, the Corporate Social Responsibility Committee met on 20.05.2023.

21. CORPORATE GOVERANANCE

Your Directors are pleased to report that your Company has duly complied with the SEBI Guidelines on Corporate Governance for the year 2023-24 relating to the Listing Regulations. A Certificate from statutory auditors, M/s SSMS & Associates, Chartered Accountants, Bhilwara, (Firm Registration No. 019351C) confirming compliance with conditions as stipulated under Listing Regulations is annexed to the Corporate Governance Report of the Company. The Corporate Governance report for the financial 2023-24 attached as "Annexure-IV".

22. RELATED PARTY TRANSACTIONS

Act, 2013. Thus, disclosure in form AOC-2 is not required. All Related Party Transactions were placed before the Audit Committee for approval. A policy on the related party Transitions was framed & approved by the Board and posted on the Company''s website at below link:

(Link: http://www.lagnamspintex.com/policies)

However, you may refer to Related Party transactions, as per the Accounting Standards, in the Notes forming part of financial statements.

23. INVESTORS EDUCATION AND PROTECTION FUND

During the financial year 2023-2024 ended 31 March 2024 under review, there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such, no specific details are required to be given or provided.

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

25. RISK MANAGEMENT

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle-Blower Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The details of the Vigil Mechanism Policy have posted on the website of the Company at following link:

(Link:http://www.lagnamspintex.com/policies)

27. PREVENTION OF INSIDER TRADING

(Link: http://www.lagnamspintex.com/policies)

instances in the Company during the year 2023-24.

28. MEETINGS OF THE MEMBERS

During the year under review the Annual General Meeting of the Company was held on 28.07.2023. No any other meeting of the members held during the year.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the management Discussion and Analysis Report of the Company for the year ended is set out in this Annual Report as ''''Annexure V."

30. REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent. The Corporate Office of Big share Services Pvt. Ltd. situated at "Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093, Maharashtra, India.

31. DEMATERIALISATION OF SECURITIES

The Company''s Equity Shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. As on 31 March 2024, all 1,76,69,000 equity shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents whole 100% of the total issued, subscribed and paid-up capital of the Company as on that date. The ISIN allotted to your Company is INE548Z01017. Status of the securities as on 31.03.2024 hereunder:

	CDSL	%	NSDL	%	TOTAL	%
Shares in	81,34,067	46.04	95,34,933	53.96	1,76,69,000 100.00
Demat
Physical Shares	NIL	NIL	NIL	NIL	NIL	NIL

32. COMPLIANCES OF SECRETARIAL STANDARDS

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial

Standard-1 (''SS-1'') on Meetings of the Board of Directors and Secretarial Standard -2 (''SS-2'') on General Meetings, during the financial year 2023-2024 ended 31 March 2024.

33. HUMAN RESOURCES

The Company treats its "Human Resources" as one of its most important assets.

34. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE''S REMUNERATION AND PARTICULARS OF EMPLOYEES

2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

35. CHANGE IN THE NATURE OF BUSINESS

During the year under review there is no change in the nature of the business and commercial activities of the company.

36. INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

37. DEPOSITS

During the financial year 2023-2024 ended 31 March 2024 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,

2014 (as amended).

As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

38. CODE OF CONDUCT

Directors and Senior Management of the Company and same is hosted on the website of the company at following link:

(Link-http://www.lagnamspintex.com/policies)

39. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year 2023-2024 ended 31^st March, 2024 under review, the Company has neither granted loan/s (secured or unsecured), provided guarantees or securities in connection with any loan/s availed by others nor made any investments pursuant to the provisions of Section186 the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). As such, no specific details are required to be given or provided.

40. INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS

The Company has adequate system of internal controls commensuration with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

41. INTERNAL CONTROL SYSTEMS

The Company''s internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

â¢ Timely and accurate financial reporting in accordance with applicable accounting standards.

â¢ Optimum utilization, efficient monitoring, timely maintenance, and safety of its assets.

â¢ Compliance with applicable laws, regulations, and management policies.

42. DISCLOSURE FOR FRAUD AGAINST THE COMPANY

In terms of provision of section 134(3) (ca) of the Companies Act, 2013, There were no instances of fraud which are reported by Auditors of the Company under section 143(12) of the Companies Act, 2013 to the Audit Committee.

43. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

at March 31^st, 2024 and of the profit and loss of the company for that period;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The Directors had laid down Internal Financial Controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

44. DIFFERENCE IN VALUATION

During the year under review there was no case of one-time settlement with financial institution so the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions are not applicable to the company.

45. CREDIT RATING

During the year 2023-24, India Ratings and Research Private Limited has assigned the ratings of Bank Loan facilities of the Company and following credit ratings assigned: -

Facilities	Rating
Long-Term Loans	IND BBB- / Negative
Fund Based Facilities	IND BBB-/Negative/IND A3
Non Fund Based Facilities	IND A3

46. SUSPENSION OF TRADING

47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE IBC 2016

During the year under review no application was made further no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the company.

48. ACKNOWLEDGEMENT

For and on Behalf of the Board of Directors

Place : Bhilwara D. P. Mangal

Date : 29.04.2024 Executive Chairman

DIN: 01205208

Mar 31, 2023

The Directors are pleased to present the 13^th Annual Report on the Business and Operations of your Company along with the Audited Financial Statements for the year ended 31^s'' March 2023:

1. FINANCIAL RESULTS

The Financial Results of the Companyâs performance for the year under review and those of the previous year are as follows-

		(Rs. in Lacs)
Particulars	Year Ended	Year Ended
	31^st March,	31^s1 March.
	2023	2022
Turnover: a) Domestic	16901.70	14719.87
b) Export	13564.23	20124.27
Revenue from Operations	30465.93	34844.14
Other Income	22.72	51.32
Total Revenue	30488.65	34895.46
Profit before Finance Cost, Depreciation & Tax (PBIDT)	3103.10	5894.40
Less: Financial expenses (Net)	1097.64	1087.58
Profit before Depreciation & Tax (PBDT)	2005.46	4806.82
Less: Depreciation	733.14	752.54
Profit before Tax (PBT)	1272.32	4054.28
Less: Current Tax (Net)	209.46	694.27
MAT Credit Utilisation/ (Entitlement)	69.71	(642.98)
Earlier year tax	(1.41)	-
Deferred Tax	18.28	1123.14
Profit after Tax (PAT)	976.28	2879.85
Other Comprehensive Income (Net of Tax)	4.60	4.84
Profit available for appropriation	980.88	2884.69
Earning Per Equity Share- Annualized (Basic & Diluted)	5.53	16.30

2. OPERATIONAL RESULTS & STATE OF AFFAIRS: REVENUE FROM OPERATIONS:

The revenue from operations during the year under review is at ? 30465.93 Lacs against ? 34844.14 Lacs in the previous year, a decrease of 12.56%. The revenue has mainly decreased because of high raw material prices with extreme volatility, change in "Product-Mix" due to market demand and Global Scenario due to Russia-Ukraine war.

Exports Sales has reduced from ? 20124.27 Lacs in the previous year to ? 13564.23 in the current year. Exports constitute 44.52% of the total revenue of the Company. Due to lower cotton crop in India; cotton prices were very high in domestic market in comparison to international market after first quarter

onwards of the year under review and consequently exports of yarn became uncompetitive. Margins in export market were under pressure after the first quarter of the year due to lower demand in European Market as affected tremendously by Russia-Ukraine war. Due to lower exports from India there was selling pressure in domestic market as a

result of which margins contracted. Despite all of the disruption due lower export demand and unfavorable pricing situations your company continued the manufacturing operations of the units during the year under review.

PROFITABILITY:

The operating profit (PBITDA) of the Company has decreased to ? 3103.10 Lacs in the current year under review as compared to? 5894.40 Lacs in the previous year. As percentage to revenue from operations the operating profits (PBITDA) decreased from 16.92% in previous year to 10.19% in current year.

The performance of the First quarter of the year was satisfactory. However, from the second quarter of the year due to Russia-Ukraine war, highest cotton prices in the history of Indian Cotton textile,global slowdown, high Inflation rate resulted inlow demand in Export market due to which the Margins remains under pressure during the year under review.

The Cash Profit (PBDT) of the Company for the current year has decreased to ? 2005.46 Lacs as against ? 4806.82 Lacs in the previous year. The finance cost for the year under review has increased marginally from ? 1087.58 in the previous year to ? 1097.64. Despite higher raw material prices and global disruptions faced during the year, your Company has reported Net Profit After Tax (PAT) of? 976.28 during the year.

3. EXPANSION PLAN:

As an expansion and diversification strategy of the Company, your Company has already announced an expansion pi''oject of 41,472 spindles of 100% compact cotton yarn at a cost of? 218.00 Cr. having production capacity of approx. 34.35 tonnes cotton yarn per day, at its existing manufacturing facility situated at A 51-53, RIICO Growth Centre Hamirgarh, Bhilwara, Rajasthan. The Company has incurred project expenditure of ? 38.81 crores and we have also placed firm order with advance to various machine suppliers amounting to? 123.77 crores upto 31^st March 2023.

This expansion is planned with the state of the Art and most modern technologies with all latest automations and digitalization as this determines the Quality, productivity of machines and the labour, which in turn, improves the production, operating cost and profitability of the Company. Delivery of

machineries have started and building structure is almost ready to install the machines. The Expansion Project is estimated to be commissioned before the scheduled commissioning date of 01^s1 April, 2024. The Expansion Project is also eligible for 5% Interest Subsidy on term loan for a period of 5 years, Capital subsidy on eligible fixed capital investment and other benefits under the Rajasthan Investment Promotion Scheme (RIPS), 2022.

4. CAPTIVE SOLAR POWER PLANT:

Your company has existing capacity of 1695 KWP of Solar power and adding further capacity of2708 KWP on Roof top of the New Expansion building, which will help in reducing the energy cost of your company. The company has placed order on Turnkey Basis at the total cost of ? 12.15 Corers on Tata Power Company Ltd. through their channel partner. The delivery of equipments has already started and the plant will be fully commissioned by 15"â August 2023.

5. DIVIDEND:

To conserve the resources for the ongoing Expansion Project & to augment the working capital of the Company, your Directors do not recommend any dividend for the Financial Year 2022-2023.

Previous year, shareholders had approved final Dividend of ? 0.50 per Equity Share on the fully paid-up Equity Shares of? 10/- eachfor the financial year 2021-22 on recommendation of the Board of Directors and the board of directors had also declared and paid an Interim Dividend of 5% i.e. ? 0.50 per Equity Share on the fully paid-up equity shares of ? 10/- each for the FY 2021-22.

6. TRANSFER TO RESERVES:

During the year under review the company has not transferred any amount to the general reserves.

7. CAPITAL STRUCTURE:

The Capital Structure of the Company as on 31.03.2023 is as follows: -

The Authorized Share Capital of the Company is ? 22,50,00.000 (Rupees Twenty-Two Crore Fifty Lakh) divided into 2,25,00,000 (Two Crore Twenty-Five Lakh) Equity Shares of? 10/- each.

The Issued, subscribed and Paid up Share Capital of the Company is ? 17,66.90.000 (Rupees Seventeen Crore Sixty-Six Lakh Ninety Thousand) divided into

I, 76,69,000 (One Crore Seventy-Six Lakh Sixty-Nine Thousand) Equity Shares of? 10/- each.

During the year under review the Company has not issued any shares. The Company has not issued any shares with differential voting rights or sweat equity or granted stock options.

8. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

10. ANNUAL RETURN:

Kindly Take Note that the Annual Return as required under section 92 of the Companies Act, 2013 will be made available on the Website of the Company after Conclusion of the AGM in below link:

(Link: http: / /www. lagnamspintex. com/Annual-return.html)

II. CORPORATE SOCIAL RESPONSIBILITY:

(Link: http://www.lagnamspintex.com/policies)

In view of the profits and turnover of the company, your Company was required to undertake CSR projects during the year 2022-23 under the provisions of section 135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives under "Corporate Social Responsibiliiy (CSR)", the Company has undertaken various activities, which are in accordance with CSR Policy of the Company and

Schedule VII of the Companies Act, 2013 .The Annual Report on CSR activities is annexed herewith as "Annexure I".

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

13. RECOGNITION & CERTIFICATIONS:

The Company has following certifications:

â¢ USTERIZED CERTIFICATE

USTER TECHONOLOGIES AG of Switzerland has renewed its authorization to use the "USTERIZED" trademark to your company, "A mark of quality & trust", which is a prestigious qualify authorization granted to only about 70 textiles mill in the world. In the standalone Open-end spinning segment, LAGNAM was the first to get this authorization in the world.

â¢ Two Star Export House Certificate

â¢ BCI Certificate

â¢ GOTS Certificate

â¢ Oeko-Tex Standard 100 Certificate

â¢ ISO 9001:2015 Certificate AUDITORS

14. STATUTORY AUDITOR & AUDIT REPORT:

M/s SSMS & Associates Chartered Accountants, Bhilwara (Firm Registration No. 019351C), were appointed as Statutory Auditors at the 9^th Annual General Meeting held on 9^th September, 2019 for five years till the conclusion of the Annual General Meeting to be held in the calendar year 2024. Accordingly, they have conducted Statutory Audit for the F.Y. 2022-23 and shall continue to be Statutory Auditors for the F.Y. 2023-24.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer

Review Board of the Institute of Chartered Accountants of India.

Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

15. INTERNAL AUDITORS:

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has appointed M/s A. L. Chechani & Co., Chartered Accountants, Bhilwara, [ICAI Firm Registration No.- 005341C], as the Internal Auditors of the Company for the financial year 2022-2023 ended 31^st March, 2023.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

16. SECRETARIAL AUDITORS:

The Board of Directors, on the recommendation of the Audit Committee, of the Company, has appointed M/s Sanjay Somani & Associates, Company Secretaries, Bhilwara, [ICSI Membership No. FCS-6958 & Certificate of Practice No. 5270], as the Secretarial Auditors of the Company for the financial year 2022-2023.

The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors, do not contain any adverse remarks and qualifications, hence do not call for any further explanation/s by the Company. The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors, for the financial year 2022-2023 forms part of the Annual Report as "Annezure III" to the Boardâs report.

17. COST AUDITORS:

M/s N. D. Birla & Co., Cost Accountants (FRN: 000028), Ahmedabad have furnished a Certificate of their eligibility for appointment pursuant to Section 141(3)(g) and 148(5) of the Companies Act, 2013 read with the rules made there under, Certificate for independence and armsâ length relationship with the Company and have confirmed about their not being disqualified for such appointment including reappointment within the meaning of Section 141(3) of the Companies Act, 2013.

18. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANY:

The Company does not have any subsidiary, associate or joint venture during the financial year 2022-23 as well as at the beginning or closing of the financial year therefore the financial statement is prepared on standalone basis and the requirement for disclosure in the Form AOC-1 is not applicable. Further that the Company is an associate of Lagnam Infotech Solutions Private Limited which is holding 50,34,000 equity shares representing 28.49% of total paid up equity share capital of the Company as on 31^st March, 2023.

19. BOARD OF DIRECTORS, THEIR MEETINGS & KMP(S):I. Constitution of the Board

The Board of directors are comprising of total 7 (Seven) Directors, which includes 4(Four) Independent Directors including 1 (One) Women director. The Chairman of the Board is Promoter and Whole-Time Director. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

II. Board Independence

Our definition of âIndependenceâ of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having following independent directors:

(i) Mr. Jagdish Chandra Laddha (11) Mr. Vijay Singh Bapna (iii) Mr. Anil Shah

(iv) Ms. Dipali Mathur

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years and shall not be liable to retire by rotation.

III. Declaration by the Independent Directors

IV. Directors liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Shubh Mangal (DIN: 01287935), Whole-Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

V. Changes in Directors and Key Managerial Personnel

There were some changes in the composition of Directors and Key Managerial Personnel during the Financial Year 2022-23 as under:

â¢ Mr. Anand Mangal (DIN: 03113542), reappointed as Managing Director of the Company at the meeting of the Board of Directors held on 16.04.2022 and approved by the shareholders of the Company at the Annual General Meeting of the Company held on 28.06.2022; for a period of 5 (five) years w.e.f. 01.04.2023.

â¢ Mr. Shubh Mangal (DIN: 01287935), reappointed as Whole Time Director of the Company at the meeting of the Board of Directors held on 16.04.2022 and approved by the shareholders of the Company at the Annual General Meeting of the Company held on 28.06.2022; for a period of 5 (five) years w.e.f. 21.02.2023.

â¢ Mr. Jagdish Chandra Laddha (DIN: 00118527), reappointed as Non-Executive Independent Director of the Company at the meeting of the Board of Directors held on 16.04.2022 and approved by the shareholders of the Company at the Annual General Meeting of the Company held on 28.06.2022; for a second term of 5 consecutive years w.e.f. 10.02.2023.

â¢ Mr. Anil Shah (DIN: 00145396),

reappointed as Non-Executive

Independent Director of the Company at the meeting of the Board of Directors held on 16.04.2022 and approved by the shareholders of the Company at the Annual General Meeting of the Company held on 28.06.2022; for a second term of 5 consecutive years w.e.f. 10.02.2023.

â¢ Ms. Dipali Mathur (DIN: 07732611),

reappointed as Non-Executive

Following are the Directors and KMP(s) in the Company:

s. No.	Name of Directors/ KMP(s)	Nature of Directorship
1.	Mr. Dwarka Prasad Mangal (DIN: 01205208)	Executive Chairman
2.	Mr. Anand Mangal (DIN: 03113542)	Managing Director
3.	Mr. Shubh Mangal (DIN: 01287935)	Executive Director
4.	Mr. Vijay Singh Bapna (DIN: 02599024)	Independent Director
5.	Mr. Jagdish Chandra Laddha (DIN: 00118527)	Independent Director
6.	Mr. Anil Shah (DIN: 00145396)	Independent Director

s.	Name of Directors/	Nature of
No.	KMP(s)	Directorship
7.	Ms. Dipali Mathur (DIN: 07732611)	Independent Director
8.	Mr. Devi Lai Mundra	Chief Financial
	(PAN: AKUPM7207P)	Officer
9.	Mr. Rajeev Parashar	Company Secretary &
	(PAN: BLSPP2313P)	Compliance Officer

Name of the Directors
Date	Mr.	Mr.	Mr.	Mr.	Mr.	Mr.	Ms.
of	D.P.	Anand	Shubh	Vijay	Jagdish	Anil	Dipali
Meeting	Mangal	Mangal	Mangal	Singh	Chandra	Shah	Mathur
				Bapna	Laddha
16.04.2022	Yes	Yes	Yes	Yes	Yes	Yes	Yes
28.07.2022	Yes	Yes	Yes	Yes	Yes	Yes	No
11.11.2022	Yes	Yes	Yes	Yes	Yes	No	No
14.02.2023	Yes	Yes	Yes	Yes	Yes	Yes	No

VI. Meetings and Attendance of the Board

The Board meets at regular intervals to discuss and decide on company/business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. Hie Agenda of the Board meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 4 (Four) times in the Financial Year 2022-23 viz. 16.04.2022, 28.07.2022, 11.11.2022 and 14.02.2023. The maximum interval between any two meetings did not exceed 120 days. Attendance of each director in board meeting as follows:

VII. Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 14^th February, 2023 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent

Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

Vm. COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), uploaded on companyâs website.

(Link-http: / / www. lagnamspintex. com/ policies/policies)

IX. ANNUAL EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

20. COMMITTEES OF THE BOARD:

The Company has following committees:

I. Audit Committee:

The Company has constituted Audit Committee as per requirement of section 177 of the Companies Act 2013 and Regulation 18 of the

SEBI (LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013.The Audit Committee comprises following Directors of the Company:

S. JV. Name of Director	Nature of Directorship	Designation in Committee
1 Mr. Jagdish Chandra Laddha	Independent Director	Chairman
2 Mr. Vijay Singh Bapna	Independent Director	Member
3 Mr. Anil Shah	Independent Director	Member
4 Mr. D. P. Mangal	Whole-time Director	Member

During the financial year 2022-23, the Audit Committee met 4 (four) times on 16.04.2022, 28.07.2022, 11.11.2022 and 14.02.2023.

II. Nomination and Remuneration Committee:

S. JV. Name of Director	Nature of Directorship	Designation in Committee
1 Mr. Jagdish	Independent	Chairman
Chandra Laddha	Director
2 Mr. Anil Shah	Independent Director	Member
3 Mr. Vijay	Independent	Member
Singh Bapna	Director

During the financial year 2022-23, the Nomination and Remuneration Committee met on 16.04.2022.

III. Stakeholderâs Relationship Committee:

The Company has constituted a Stakeholdersâ Relationship Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Committee considers and approves various requests regarding annual report and to redress complaints of the shareholders. The

Stakeholdersâ Relationship Committee comprises following Directors of the Company:

S. JV. Name of Director	Nature of Directorship	Designation in Committee
1 Mr. Anil Shah	Independent Director	Chairman
2 Mr. Vijay Singh	Independent	Member
Bapna	Director
3 Mr. Anand	Managing	Member
Mangal	Director

During the financial year 2022-23, the Stakeholdersâ Relationship Committee met on 14.02.2023.

IV. Corporate Social Responsibility (CSR) Committee:

The Company has constituted a CSR Committee in accordance with the provisions of section 135 of the Companies Act, 2013. The CSR Committee comprises the following Directors:

S. JV. Name of Director	Nature of Directorship	Designation in Committee
1 Mr. Jagdish	Independent	Chairman
Chandra Laddha	Director
2 Mr. D. P. Mangal	Whole-time Director	Member
3 Mr. Vijay Singh	Independent	Member
Bapna	Director

During the financial year 2022-22, the Corporate Social Responsibility Committee met on 16.04.2022.

21. CORPORATE GOVERANANCE:

Your Directors are pleased to report that your Company has duly complied with the SEBI Guidelines on Corporate Governance for the year

2022-23 relating to the Listing Regulations. A Certificate from statutory auditors, M/s SSMS & Associates, Chartered Accountants, Bhilwara, (Firm Registration No. 019351C) confirming compliance with conditions as stipulated under Listing Regulations is annexed to the Corporate Governance Report of the Company. The Corporate Governance report for the financial 2022-23 attached as Annexure-IV.

22. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered during the financial year, were on the armâs length basis and were in the ordinary course of business and do not attract the provisions of section 188 of the Companies Act, 2013. Thus, disclosure in form AOC-2 is not required. All Related Party Transactions were placed beforethe Audit Committee for approval. A policy on the related party Transitions was framed & approved by the Board and posted on the Companyâs website at below link:

(Link: http://www.lagnamspintex.com/policies)

However, you may refer to Related Party transactions, as per the Accounting Standards, in the Notes forming part of financial statements.

23. INVESTORS EDUCATION AND PROTECTION FUND:

During the financial year 2022-2023 ended 31^stMarch 2023 under review, there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such, no specific details are required to be given or provided.

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

25. RISK MANAGEMENT:

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

(Link:http://www.lag namspintex.com/policies)

27. PREVENTION OF INSIDER TRADING:

(Link: http://www.lagnamspintex.com/policies)

The Code requires Trading Plan, pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. However, there were no such instances in the Company during the year 2022-23.

28. MEETINGS OF THE MEMBERS:

During the year under review the Annual General Meeting of the Company was held on 28.06.2022. No any other meeting of the members held during the year.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:

30. REGISTRAR AND SHARE TRANSFER AGENT:

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent. The Corporate Office of Bigshare Services Pvt. Ltd. situated at "Office No S6-2, 6^th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093, Maharashtra, India.

31. DEMATERIALISATION OF SECURITIES:

The Companyâs Equity Shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. As on 31^st March 2022, all 1,76,69,000 equity shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India)

Limited, which represents whole 100% of the total issued, subscribed and paid-up capital of the Company as on that date. The ISIN allotted to your Company is INE548Z01017. Status of the securities as on 31.03.2023 hereunder:

CDSL

NSDL

TOTAL %

Shares in Demat

80,81,884

45.74

95,87,116

54.26

1,76,69,000 100.00

Physical

NIL

NIL NIL

32. COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1 (âSS-1â) on Meetings of the Board of Directors and Secretarial Standard -2 (âSS-2â) on General Meetings, during the financial year 2022-2023 ended 31^st March 2023.

33. HUMAN RESOURCES:

The Company treats its "Human Resources" as one of its most important assets.

34. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEEâS REMUNERATION AND PARTICULARS OF EMPLOYEES:

35. CHANGE IN THE NATURE OF BUSINESS:

During the year under review there is no change in the nature of the business and commercial activities of the company.

36. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

37. DEPOSITS:

During the financial year 2022-2023 ended 31^stMarch 2023 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended).

As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

38. CODE OF CONDUCT:

(Link-http: //www.lagnamspintex.com/policies)

39. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the financial year 2022-2023 ended 31^stMarch, 2023 under review, the Company has neither granted loan/s (secured or unsecured), provided guarantees or securities in connection with any loan/ s availed by others nor made any investments pursuant to the provisions of Section 186 the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). As such, no specific details are required to be given or provided.

40. INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS:

The Company has adequate system of internal controls commensuration with the size of its operation

and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

The Company has appointed Internal Auditors and the scope and authority of the Internal Audit (LA.) function is defined in the procedure and appointment letter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit and process the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board.

41. INTERNAL CONTROL SYSTEMS:

The Companyâs internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

â¢ Timely and accurate financial reporting in accordance with applicable accounting standards.

â¢ Optimum utilization, efficient monitoring, timely maintenance, and safety of its assets.

â¢ Compliance with applicable laws, regulations, and management policies.

42. DISCLOSURE FOR FRAUD AGAINST THE COMPANY:

In terms of provision of section 134(3) (ca) of the Companies Act, 2013, There were no instances of fraud which are reported by Auditors of the Company

under section 143(12) of the Companies Act, 2013 to the Audit Committee.

43. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31^st, 2023 and of the profit and loss of the company for that period;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The Directors had laid down Internal Financial Controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

44. DIFFERENCE IN VALUATION:

During the year under review there was no case of one time settlement with financial institution so the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions are not applicable to the company.

45. CREDIT RATING:

During the year 2022-23, India Ratings and Research Private Limited has assigned the ratings of Bank Loan

facilities of the Company and following credit ratings assigned:

Facilities	Rating
Long-Term Loans	IND BBB- / Negative
Fund Based Facilities	IND BBB-/Negative
	IND A3
Non Fund Based Facilities	IND A3

46. SUSPENSION OF TRADING:

47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE IBC 2016:

During the year under review no application was made further no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the company.

48. ACKNOWLEDGEMENT:

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting Annual report together with the Audited Statement of Accounts of the company for the year ended on 31stMarch 2018:

1. FINANCIAL RESULTS

(Rs.in Lacs)

Particulars	Year Ended 31.03.2018	Year Ended 31.03.2017
Turnover: a) Domestic	6783.71	6790.29
b) Export	1606.90	713.01
Total	8390.61	7503.30
Profit before Interest & Depreciation	1118.61	1168.60
Less: Financial expenses (Net)	284.52	339.13
Profit before Depreciation & Tax	834.09	829.47
Less: Depreciation	261.25	260.38
Profit before Tax	572.84	569.09
Less: Provision for
Current Tax (Net)	-	-
Deferred Tax	101.97	150.60
Tax of Earlier year	-	- 0.97
Profit after Tax	470.88	419.46
Add: Opening Balance	942.32	522.86
Less: Utilization in Bonus Issue of Shares	(13.90)	-
Profit available for appropriation	1399.30	942.32

2. OPERATIONAL PERFORMANCE:

Your Directors are pleased to inform the members that during the year under review, your company reported encouraging performance. The Company has reported total income of Rs. 8390.61 Lacs for the current year compared to Rs. 7503.30 Lacs in the previous year registering an increase of 11.83%.The

Profit after Tax for the year under review amounted to Rs. 470.88 Lacs against Rs. 419.46 Lacs in the previous year registering an impressive growth of 12.26%, despite the substantial increase in power cost from Rs. 471.76 lacs to Rs. 586.83 lacs resulting an increase of 24%. This was due to increase in wheeling cost & other charges by State Government on power purchased from Energy Exchange of India. The rate per unit has gone up from Rs. 6.06 to Rs. 7.49 a jump of 24%. To control the power cost your company is exploring for installation of Solar Energy.

Your directors are pleased to report that Interest Cost has gone down from Rs. 339.13 lacs to Rs. 284.52 lacs mainly due to better working capital management and eligibility of interest subsidy for the full year under the âRajasthan Investment Promotion Schemeâ. Your Directors have taken various steps during the year to rationalize the rate of interest charged by our bankers for working capital & term loan and achieved good saving during the year under review. This process will be continuing during the current year as well.

Your Directors are pleased to report that companyâs exports increasing year after year and during the year under review export sale has gone up from Rs. 713.01 lacs to Rs. 1606.90 lacs registering an increase of 125%. This is due to quality consistency and good service to our all export customers. We hope that during current year export sale should further improve.

3. EXPANSION PLANS:

Your company is embarking upon expansion to install 25536 Ring Spindle to produce 100% cotton yarn at the total cost of Rs. 125.40 Crores to be financed out of term loan of Rs. 94.00 Crores and balance Rs. 31.40 Crores through promoterâs contribution. State Bank of India and Punjab national bank has sanctioned term loans as required above. The company has already acquired land adjacent to its present plant and placed orders for the major plant & machineries. The project is expected to start commercial production by March 2019.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves.

5. DIVIDEND:

Your board of directors do not recommend any dividend for the period under review.

6. CAPITAL STRUCTURE:

During the year under review, your Company has increased its Authorised Equity Share Capital from Rs. 2,50,00,000/- (Rupees Two Crore Fifty Lakh) divided into 25,00,000 (Twenty-Five Lakh) Equity Shares of Rs. 10/- each to Rs. 22,50,00,000/- (Rupees Twenty-Two Crore Fifty Lakh) divided into 2,25,00,000 (Two Crore Twenty-Five Lakh) Equity Shares of Rs. 10/- each in its Extra-Ordinary General Meeting of the Company held on 23^rd December 2017.

During the year Company has raised its paid-up share capital by way of Bonus Issueof 91,71,000 Equity Shares of Rs. 10/- each and also reissued 4.60.000 Equity Shares which were forfeited due to nonpayment of call. The Capital Structure of the Company as on 31.03.2018 are as follows: -

The Authorized Share Capital of the Company is Rs. 22,50,00,000 (Rupees Twenty-Two Crore Fifty Lakh) divided into 2,25,00,000 (Two Crore Twenty-Five Lakh) Equity Shares of Rs. 10/- each.

The Issued, subscribed andPaid up Share Capital of the Company is Rs. 11,66,90,000 (Rupees Eleven Crore Sixty-Six Lakh Ninety Thousand) divided into 1.16.69.000 (One Crore Sixteen Lakh Sixty Nine Thousand) Equity Shares of Rs. 10/- each.

7. RECOGNITION:

USTER TECHONOLOGIES AG of Switzerland has renewed its authorization to use the âUSTERIZEDâ trade mark to your company, âA mark of quality & trustâ, which is a prestigious quality authorization granted to only about 70 textiles mill in the world. In the standalone Open-end spinning segment, LAGNAM is the first to get this authorization in the world.

8. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

10. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANY:

As on March 31, 2018, the Company does not have any subsidiary or joint venture or any associates Company.

11. STATUTORY AUDITOR & AUDIT REPORT:

RECOMMENDATION FOR CONTINUATION / RATIFICATION OF APPOINTMENT OF STATUTORY AUDITOR(S) OF THE COMPANY FOR THE FY 2018-19:

M/s SSMS & Associates, Chartered Accountants, Bhilwara is a statutory auditor of the Company having FRN 019351C, to hold office from the conclusion of Annual General Meeting (AGM) held on 30.09.2014 till the conclusion of the AGM of the Company to be held in the year 2019 (subject to ratification of their appointment at every AGM held after their appointment).

They have confirmed their eligibility to the effect that their continuation / ratification, if made would be within the prescribed limits under the Act and that they are not disqualified. As per the requirement, of section 139, their continuation / appointment till the conclusion of next annual general meeting is placed before the shareholders for ratification.

There are no qualifications or observations, or remarks made by the Auditors in their Report.

12. SECRETARIAL AUDIT REPORT:

The requirement of obtaining a Secretarial Audit Report from the practicing company secretary is not applicable to the Company.

13. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company.

14. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors was duly constituted. During the year there are several appointments and changes in designation of directors & KMPâs details of which are as under:

- Mr. Anand Mangal [DIN: 03113542] has been appointed as Managing Director of the Company.

- Mr. Vijay Singh Bapna [DIN: 02599024] has been appointed as Professional Non-Executive Director of the Company.

- Mr. Devi Lal Mundra [PAN: AKUPM7207P] has been appointed as Chief Financial Officer of the Company.

- Mr. Rajeev Parashar [PAN: BLSPP2313P] has been appointed as Company Secretary of the Company.

- Mr. Dwarka Prasad Mangal [DIN: 01205208] has been appointed as WTD cum Chairman.

- Mr. Jagdish Chandra Laddha [DIN: 00118527], Mr. Anil Shah [DIN: 00145396] and Ms. Dipali Mathur [DIN: 07732611] has been appointed as Independent Non-Executive Directors of the Company.

Mr. Dwarka Prasad Mangal [DIN: 01205208] Whole Time Director of the Company, is liable to retire by rotation & being eligible to offer themselves for reappointment.

15. KEY MANAGERIAL PERSONNEL:

During the year under review, the Company has following persons as Key Managerial Personnel:

S.N.	Name of Key Managerial Personnel	Designation
1.	Mr. Dwarka Prasad	Whole Time Director
	Mangal	cum Chairman
2.	Mr. Anand Mangal	Managing Director
3.	Mr. Devi Lal Mundra	Chief Financial Officer
4.	Mr. Rajeev Parashar	Company Secretary

16. DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2018. There were no unclaimed or unpaid deposits as on March 31, 2018.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 sub rules (3) of The Companies (Accounts) Rules, 2015 - âAS PER ANNEXURE- I ENCLOSEDâ

18. CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to Section 135(1) of the Companies Act, 2013 read with rules framed there under a CSR Policy to ensure Social Responsibilities has been adopted during the current year. The CSR Policy has been uploaded on the website of the Company at www.lagnamspintex.com under Investor Desk>>Policies>>CSR Policy.

The obligation under section 135 of the Companies Act, 2013 to contribute minimum 2% of the average net profit of preceding three years is now applicable to the company and accordingly the company has made a provision of Rs. 7.04 Lacs, which will be spent in the financial year 2018-2019.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuant to the Section 177(9)& (10) of the Companies Act, 2013 read with rules framed there under, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy has been uploaded on the website of the Company at www.lagnamspintex.com under Investor Desk>>Policies>>Vigil Mechanism / Whistle Mechanism Policy.

20. RISK MANAGEMENT:

The Company has not made Risk Management Committee, but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.

21. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met 13 times viz. on 01.04.2017, 10.04.2017, 27.06.2017, 25.08.2017, 23.11.2017, 28.12.2017, 29.12.2017, 25.01.2018, 03.02.2018, 05.02.2018, 06.02.2018, 15.02.2018 & 22.02.2018 during the year, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes Book kept by the company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the year Mr. D. P. Mangal & Mr. Anand Mangal directors of the Company has attended 13 board meetings out of 13 board meetings held. Mr. V. S. Bapna, Mr, J. C. Laddha, Mr. Anil Shah & Ms. Dipali Mathur directors of the Company has not attended any meeting during the year as our board has been reconstituted in the month of January - February 2018 by way of appointment of Mr. V. S. Bapna, Mr, J. C. Laddha, Mr. Anil Shah & Ms. Dipali Mathur.

22. MEETINGS OF THE MEMBERS:

During the year under review Annual General Meeting of the Company was held on 21.08.2017 and 03 (Three) Extra-Ordinary General Meetings were held on 23.12.2017, 22.01.2018 & 10.02.2018.

23. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit and loss of the company for that period;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) 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.

24. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not advanced any loans/ given guarantees/ provide any security or made investments under section 186 of the companies act, 2013.

26. INTERNAL CONTROL SYSTEMS:

The Companyâs internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

- Timely and accurate financial reporting in accordance with applicable accounting standards.

- Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

- Compliance with applicable laws, regulations and management policies.

27. INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS:

Our Company has adequate system of internal controls commensuration with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

28. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company treats its âHuman Resourcesâ as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

29. PARTICULARS OF EMPLOYEE:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. RELATED PARTY TRANSACTIONS:

All Related Party Transactions were placed before the Board for approval. A policy on the related party Transitions was framed & approved by the Board and posted on the Companyâs website at www.lagnamspintex.com under Investor Desk>>Policies>>Policy on RPT.

However, you may refer to Related Party transactions, as per the Accounting Standards, in the Notes forming part of financial statements.

31. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company in the prescribed Form MGT-9 is annexed herewith. (Annexure- II)

32. INVESTORS EDUCATION AND PROTECTION FUND:

There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year.

33. CONVERSION OF THE COMPANY:

The Members of the Company, in their ExtraOrdinary General Meeting held on 22^nd January 2018, had approved the conversion of the Company from Private Limited to Public Limited by deleting the âPrivateâ word from the name of the Company. Consequently, the name of the Company was changed from âLagnam Spintex Private Limitedâ to âLagnam Spintex Limitedâ. The name of the Company has been approved by the Registrar of Companies, Jaipur and the Company becomes Public Limited w.e.f. 31^st January 2018.

34. COMMITTEES:

During the year your Company has framed following Committees of the Board in accordance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

- AUDIT COMMITTEE

The Audit Committee comprises Mr. J. C. Laddha as Chairman, Mr. D. P. Mangal and Mr. Anil Shah as the Members. The Committee is assigned role, powers and responsibilities as provide under Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- STAKEHOLDERâS RELATIONSHIP COMMITTEE

The Stakeholderâs Relationship Committee comprises Mr. V. S. Bapna as Chairman, Mr. D. P. Mangal and Mr. Anand Mangal as the Members. The Committee is constituted to supervise and ensure Share Transfer related matters and to look after the Stakeholderâs Grievances.

- NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises Mr. J. C. Laddha as Chairman, Mr. V. S. Bapna and Mr. Anil Shah as the Members. The Committee is formed for the purpose of recommending the nomination and remuneration and evaluation of the Directors performance.

- CSR COMMITTEE

The CSR Committee comprises. J. C. Laddha as Chairman, Mr. V. S. Bapna and Mr. D. P. Mangal as the Members. The Committee is constituted for recommendation and monitoring of CSR activities.

35. INITIAL PUBLIC OFFER (IPO):

The Company is in process to make Initial Public Offer (IPO).

The Company obtained consent of Members in ExtraOrdinary General Meeting dated 10th February, 2018 for making initial public offering pursuant to Section 62 (1) (c) of the Companies Act, 2013 (the âActâ) and Companies (Prospectus and Allotment of Securities) Rules, 2014 and in accordance with the provisions of the Chapter X (B) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the âSEBI ICDR Regulationsâ.)

36.DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

To prevent sexual harassment of women at work place, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December 2013. The Company has zero tolerance for sexual harassment at workplace in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under for prevention and redressal of complaints of sexual harassment at workplace.

37. REGISTRAR AND SHARE TRANSFER AGENT:

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent and executed Agreement between Company and Bigshare Services Private Limited on 15^th March, 2018. TheCorporate Office of Bigshare Services Pvt. Ltd. situated at â1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai-400059, Maharashtra.

38. DEMATERIALISATION OF SECURITIES:

The Companyâs Equity Shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed Tripartite Agreement through Registrar and Share Transfer Agent M/s Bigshare Services Pvt. Ltd. The Investors are advised to take advantages of timely Dematerialization of their securities. The ISIN allotted to your Company is INE548Z01017.

39.COMPLIANCES OF SECRETARIAL STANDARDS:

The Company has made all the compliance of Secretarial Standards as notified by the MCA.

40. ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the assistance and Co-operation received from the financial institutions, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.

For LAGNAM SPINTEX LIMITED

D.P. MANGAL

CHAIRMAN

[DIN: 01205208]

Place : Bhilwara

Dated: 23.04.2018

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