Your Directors are pleased to present the 16^th Annual Report on the Business and operations of your Company along with
the Audited Financial Statements for the year ended 31^st March 2026:

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)

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

Your Directors are pleased to report that the Company
recorded revenue from operations of ?604.98 crores
during the current financial year, as compared to
?605.56 crores in the previous year. The performance
remained largely stable year-on-year, reflecting the
Company''s resilience amid a challenging and volatile
global business environment.

DOMESTIC REVENUE CONTRIBUTION:

Revenue from domestic operations increased to
?345.98 crores during the year, as against ?325.42
crores in the previous year, registering a growth of
approximately 6%.

This growth was primarily driven by the Company''s
strategic focus on strengthening its domestic footprint
and capitalizing on emerging market opportunities.

In response to global uncertainties—particularly
geopolitical tensions and evolving trade dynamics,
including US tariff and the Iran—Israel conflict—the
Company proactively diversified its market base and
deepened its presence in the domestic segment. This
calibrated approach enabled the Company to effectively
mitigate external risks while sustaining its growth
momentum.

EXPORT REVENUE CONTRIBUTION:

Revenue from export operations stood at ?259.00
crores during the current year, as compared to ?280.14
crores in the previous year, reflecting a decline of
approximately 7.5%.

The moderation in export revenues was primarily
attributable to prevailing uncertainties in international
markets, including geopolitical developments
and trade-related disruptions. As a prudent risk
management measure, the Company strategically

rebalanced its sales mix by increasing its focus on the
domestic market.

While the Company''s export operations remained
fundamentally stable and were not impacted, this
calibrated shift was undertaken as a precautionary
measure to mitigate potential risks arising from
global volatility. This approach enabled the Company
to safeguard overall performance and ensure business
continuity during the year.

company has decided to shift the ratio of export
market and domestic market. As per the below chart
the export is declined by 2,114 Lacs in comparison of
pervious year, however domestic sales increased by
2,056 Lacs in this year compared to previous year.

During the financial year, the Company executed a
calibrated strategic shift in its sales mix, prioritizing
the domestic market to mitigate risks arising from
volatility and disruptions in global trade dynamics.
This proactive measure was influenced by changes
in the global scenario, including US Tariff rates, with
the Company strategically shifting sales from export
to domestic markets based on international market
volatility.

Export volumes for the year stood at 9,868 MT,
compared to 10,335 MT in the previous year. Export
revenue was ?259.00 crores during the current
year, a decline of approximately 7.5% from ?280.14
crores in the previous year. This decline was partially
attributable to pressure on export margins witnessed
in the first half of the year, largely due to subdued
demand in key European markets impacted by tariff-
related developments in the United States. Despite
these near-term challenges, the Company remains
structurally well-positioned in international markets.

Conversely, revenue from the Domestic Market
increased significantly, reaching ?345.98 crores during
the year, which registered a growth of approximately
6% as against ?325.42 crores in the previous year. This
increase in the domestic revenue ratio successfully
offset the drop in export contribution, ensuring that the
Company''s overall performance was maintained and
did not decline. The company has intentionally move
the contribution of export to domestic to maintain
stability in the business and revenue. The below chart
shows the increment in the export annually with a
increment of domestic revenue in last Three Financial
Year ended. This year export shows as declined,
however company maintain the overall sale through
increase in the sales from domestic market as per
the strategy decided by company. Due to geopolitics

PROFITABILITY:

Your directors are pleased to report that, through
optimal capacity utilization and a strategic focus
on value-added products, including the addition of
"Compact Cotton Yarn" to our portfolio, the Company
delivered a steady improvement in its financial
performance as under:

• Operating Profit (PBITDA) increased to ?6708.83
lakhs during the year, as compared to ?6554.28
lakhs in the previous year, reflecting improved
operational efficiency. Notably, operating margins
strengthened, with PBITDA as a percentage of
revenue from operations improving from 10.82%
to 11.09%, underscoring the Company''s continued
focus on efficiency and value optimization.

• Cash Profit (PBDT) rose to ?3643.60 lakhs,
up from ?3469.37 lakhs in the previous year,
demonstrating stronger cash generation ability.

• Profit After Tax (PAT) grew to ?1,438.98 lakhs
as against ?1,285.47 lakhs in the previous year,
indicating consistent bottom-line growth.

• Earnings Per Share (EPS) increased to ?8.14 per
equity share from ?7.28 per equity share in the
previous year, enhancing shareholder value.

CAPACITY EXPANSION: -

The Company remains focused on prudent capital
allocation and has not undertaken any new expansion
projects during the year, with an emphasis on
conserving resources for future growth opportunities.

During FY 2023-24, the Company successfully
commissioned its expansion project comprising
41,472 spindles of 100% compact cotton yarn at a
total investment of ?218.00 crore on January 31,
2024—two months ahead of the scheduled timeline.
The early completion reflects strong project execution
capabilities and efficient capital deployment.

The expansion incorporates state-of-the-art
technology, including advanced automation and
digitalization systems, which are expected to enhance
product quality, improve operational efficiencies,
and optimize cost structures. These advancements
position the Company to achieve higher productivity,
strengthen margins, and deliver sustainable value to
stakeholders over the long term.

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.
Your Company is also in process for setting up 12 MW
(DC) Solar Power Plant and 3.2 MW (AC) Hybrid Wind
Solar Power Plant in the District of Jaisalmer, Rajasthan.
Upon commissioning of these solar power projects the
Company expects to achieve significant savings in the
power cost.

5. DIVIDEND: -

The Company remains committed to maximizing long¬
term shareholder value through disciplined capital
allocation. In this context, the Board of Directors
has chosen to retain profits to fund future growth
opportunities and strengthen the financial position
of the Company. Accordingly, no dividend has been
recommended for the financial year 2025-2026.

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 31.03.2026
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 2025-26 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:

• 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.

• 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.

• BCI Certificate

• GOTS Certificate

• Oeko-Tex Standard 100 Certificate

• 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 the Statutory Auditors of the Company
in place of the retiring auditors, M/s SSMS & Associates,
Chartered Accountants (Firm Registration No.
019351C), at the 14th Annual General Meeting held
on July 16, 2024, for a term of five consecutive years,
to hold office until the conclusion of the Annual
General Meeting to be held in the calendar year 2029.
Accordingly, they have conducted the Statutory Audit
for the financial year 2025-26.

Pursuant to Regulation 33(d) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Statutory Auditors have confirmed that they
hold a valid Peer Review Certificate issued by the Peer
Review Board of the Institute of Chartered Accountants
of India.

The Board is pleased to inform that the Auditors''
Report for the financial year 2025-26 does not contain
any qualifications, reservations, adverse remarks, or
disclaimers requiring explanation or comments from
the Board.

15. INTERNAL AUDITORS: -

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 (as amended), the Board of
Directors, based on the recommendation of the
Audit Committee, 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 2025-2026.

The Internal Audit Reports submitted during the year
were duly reviewed by the Audit Committee and
the Board of Directors. The reports did not contain
any material adverse observations or qualifications
requiring further explanation by the Board.

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, Peer Review No. 835/2020], as
the Secretarial Auditors of the Company for a term of
5 (Five) consecutive years commencing from financial
year 2025-26 till financial year 2029-30. Accordingly,
they have conducted the Secretarial Audit for the
financial year 2025-26.

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 2025-2026 forms part of the Annual
Report as "Annexure III" to the Board''s report.

17. COST AUDITORS: -

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 (as amended), the
Board of Directors has appointed M/s N. D. Birla &
Co., Cost Accountants (Firm Registration No. 000028),
Ahmedabad, to conduct the Cost Audit of the Company
for the financial year 2025-2026.

The firm has confirmed its eligibility for appointment
in accordance with the provisions of Sections 141
and 148 of the Companies Act, 2013 and the rules
made thereunder. They have also confirmed their
independence, arm''s length relationship with the
Company, and that they are not disqualified from such
appointment.

18. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE
COMPANY: -

The Company does not have any subsidiary, associate,
or joint venture during the financial year 2025-2026
and as at the beginning or end of the said financial
year. Accordingly, the financial statements have been
prepared on a standalone basis and the requirement to
furnish details in Form AOC-1 is not applicable.

Further, as on March 31, 2026, Lagnam InfoTech
Solutions Private Limited holds 50,34,000 equity shares,
constituting 28.49% of the paid-up equity share capital
of the Company, and the Company is accordingly
considered an associate of Lagnam InfoTech Solutions
Private Limited.

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
2025-26.

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 & 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 2025-26.

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

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 6 (Six) times in the Financial Year
2025-26 viz. 16.04.2025, 28.06.2025, 11.08.2025,

10.11.2025, 07.02.2026 and 28.03.2026. 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 07^th February, 2026
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:

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:

During the financial year 2025-26, the Audit
Committee met 6 (Six) times 16.04.2025,

28.06.2025, 11.08.2025, 10.11.2025, 07.02.2026
and 28.03.2026

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 2025-26, the Nomination
and Remuneration Committee met on 16.04.2025.

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 2025-26, the Stakeholders''
Relationship Committee met on 07.02.2026.

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 2025-26, the Corporate
Social Responsibility Committee met on

07.02.2026.

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 2025-26 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 2025-26 attached
as Annexure-IV.

22. RELATED PARTY TRANSACTIONS: -

All the 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 2025-2026 ended 31 March
2026 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 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 2025-26.

28. MEETINGS OF THE MEMBERS: -

During the year under review the Annual General
Meeting of the Company was held on 23.07.2025. 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 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 March 2026, 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 31.03.2026 hereunder:

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
2025-2026 ended 31 March 2026.

33. HUMAN RESOURCES: -

The Company considers its workforce as a cornerstone
of its success and a key enabler of long-term value
creation. It continues to invest in building a strong
talent pipeline through focused initiatives in hiring,
development, and retention. Internal capability
building is encouraged through job rotation and role
expansion opportunities.

The Company is committed to attracting, retaining,
and developing talent, with a strong focus on internal
growth through job rotation and job enrichment.

34. RATIO OF THE REMUNERATION OF EACH DIRECTOR
TO THE MEDIAN EMPLOYEE''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, except the Executive Chairman 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, information is
disclosed 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: -

The Company maintained healthy and harmonious
relations with its workforce at all levels during the year
under review, contributing to a stable and productive
work environment.

37. DEPOSITS: -

During the financial year 2025-2026 ended 31 March
2026 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 2025-2026 ended 31^st March,
2026 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 established an adequate system of
internal controls commensurate with the size, scale,
and complexity of its operations. These controls are
designed to ensure safeguarding of assets, prevention
and detection of frauds and errors, accuracy and
completeness of accounting records, and timely
preparation of reliable financial information.

The Company has appointed Internal Auditors, and
the scope and authority of the Internal Audit function
are clearly defined. To ensure independence and
objectivity, the Internal Audit function reports directly
to the Chairman of the Audit Committee. The internal
audit process involves periodic reviews of key business
processes and controls. Based on the observations and
recommendations of the Internal Auditors, appropriate
corrective actions are undertaken to strengthen the
control framework. Significant audit findings and the
status of corrective actions are placed before the Audit
Committee for its review.

The Company operates in a dynamic business
environment and has implemented internal financial
controls to ensure the reliability of financial reporting
and the preparation of financial statements in
accordance with applicable accounting standards.
These controls include well-defined policies and
procedures for conducting business operations,
maintaining accurate records of transactions, and
safeguarding assets, thereby facilitating the prevention
and timely detection of frauds and errors.

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:

• 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.

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, 2026, 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,
2026 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 2025-2026.

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 places on record its sincere
appreciation for the continued cooperation and
support received from the National Stock Exchange
of India Limited (NSE), the Securities and Exchange
Board of India (SEBI), Auditors, Advisors, Consultants,
and other intermediaries, as well as the investors of the
Company.

The Board also expresses its gratitude to the Central,
State, and Local Government authorities, regulatory
bodies, bankers, and members for their continued
support and guidance. The Directors further
acknowledge with appreciation the dedication,
commitment, and contribution of the employees at
all levels, whose efforts have been instrumental in the
Company''s sustained growth.

For and on Behalf of the Board of DirectorsD. P. Mangal

Place : Bhilwara Executive Chairman

Date : 8^th May, 2026 DIN: 0120520

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-

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:

• 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.

• 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.

• BCI Certificate

• GOTS Certificate

• Oeko-Tex Standard 100 Certificate

• 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 ^th July, 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:

• 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."

• 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:

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:

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

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^st March, 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:

• 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.

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.

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)

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:

• 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%.

• 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.

• 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%.

• 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^st January, 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

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:

(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

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:

• 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.

• 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.

• BCI Certificate

• GOTS Certificate

• Oeko-Tex Standard 100 Certificate

• 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.

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 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

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 2023-24.

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

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 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."

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

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.

(Li nk-http://www. lag namspintex.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:

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:

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:

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

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 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

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:

(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

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 nonbusiness 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:

(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 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 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:

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.

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 MEDIAN EMPLOYEE''S REMUNERATION AND PARTICULARS OF EMPLOYEES

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 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

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:

(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.

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:

• 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.

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;

(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

46. 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 2023-2024.

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

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.

For and on Behalf of the Board of Directors

Place : Bhilwara D. P. Mangal

Date : 29.04.2024 Executive Chairman

DIN: 01205208

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 Company’s performance for the year under review and those of the previous year are as follows-

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"’ 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:

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)

II. 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 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:

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 H".

13. RECOGNITION & CERTIFICATIONS:

The Company has following certifications:

• 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.

• Two Star Export House Certificate

• BCI Certificate

• GOTS Certificate

• Oeko-Tex Standard 100 Certificate

• 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 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 2022-23.

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 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 ’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 (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

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 2022-23.

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:

• 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.

• 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.

• 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.

• 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.

• Ms. Dipali Mathur (DIN: 07732611),

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.

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

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. 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:

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:

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:

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

III. Stakeholder’s 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 2022-23, the Stakeholders’ 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:

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

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

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 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 beforethe 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 2022-2023 ended 31^st March 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:

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 workolace.

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:

(Link:http://www.lag namspintex.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 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 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:

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 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 Company’s 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:

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 2022-2023 ended 31^st March 2023.

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 MEDIAN EMPLOYEE’S REMUNERATION AND PARTICULARS OF EMPLOYEES:

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 2022-2023 ended 31^st March 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:

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:

(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^st March, 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.

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:

• 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.

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, 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;

(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. 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:

46. 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 2022-2023.

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:

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.

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)

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 “Rajasthan Investment Promotion Scheme”. 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 company’s 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 promoter’s 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 “USTERIZED” trade mark 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 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:

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. 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 & KMP’s 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:

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 - “AS PER ANNEXURE- I ENCLOSED”

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:

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.

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. 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 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;

(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 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 Company’s 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.

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.

28. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

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. 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 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 Board for approval. A policy on the related party Transitions was framed & approved by the Board and posted on the Company’s 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 “Private” word from the name of the Company. Consequently, the name of the Company was changed from “Lagnam Spintex Private Limited” to “Lagnam Spintex Limited”. 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.

- STAKEHOLDER’S RELATIONSHIP COMMITTEE

The Stakeholder’s 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 Stakeholder’s 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 “Act”) 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 “SEBI ICDR Regulations”.)

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.

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.

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 “1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai-400059, Maharashtra.

38. DEMATERIALISATION OF SECURITIES:

The Company’s 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 Company’s executives, staff and workers.

For LAGNAM SPINTEX LIMITED

D.P. MANGAL

CHAIRMAN

[DIN: 01205208]

Place : Bhilwara

Dated: 23.04.2018