Aananda Lakshmi Spinning Mills Ltd Directors Report

Dear Member,

Your directors are pleased to present the 12^th Directors Report of the Company for the year ended March 31,2025.

FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS

The financial highlights of the company are as follows:-

PARTICULARS	2024-2025		2023-2024
	Continued Operations	Discontinued Operations	Continued Operations	Discontinued Operations
Revenue from operations	254.14	-	209.54	-
Other income	177.63	91.29	464.34	3.34
Total income	431.77	91.29	673.93	3.34
Less: Depreciation	10.59	-	11.85	1.42
Financial cost	0.04	91.17	-	77.24
Profit before Exceptional and Extraordinary items and tax	338.34	(27.94)	594.37	(277.12)
Exceptional items	-	-	90.98	-
Profit / (Loss) before tax	338.34	(27.94)	685.35	(277.12)
Less: current tax	-	-	-	-
Earlier year tax	-	1.80	-	-
Profit / (Loss) after taxation	338.34	(29.74)	685.35	(277.12)

OPERATIONS

During the year under review the company achieved total revenue of Rs. 254.14 lakhs which is higher than that of the previous year. The operations in the year have ended with a profit of Rs. 338.34 Lakhs as against profit of Rs. 408.22 Lakhs in previous year.

DIVIDEND

Keeping in view the future growth and expansion of company, The Board of Directors has decided to retain profits. Hence does not recommend any dividend during the financial year under review.

TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to the general reserve for the year ended March, 2025.

SHARE CAPITAL

During the year, the paid-up share capital of the Company was 34,99,270 Equity Shares of Rs.10 each. There is no change in Paid up share capital of the company during the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 (‘Act"). Accordingly, there is no disclosure or reporting required in respect of details relating to deposits.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in nature of business activity during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting financial position of the company which have occurred between the end of the financial year of the company to which financial statements relate and date of the report.

CORPORATE SOCIAL RESPONSIBILITY

FY 2024-25

The provisions of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company for the FY 2024-25 as the Companys net profit before exceptional items and tax was Rs. 338.34 Lakhs. The Board of Directors of the Company has, however, constituted a Corporate Social Responsibility Committee in compliance with Section 135 of the Act.

The Company is committed to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.

The Report on Corporate Social Responsibility as per Rule 8 of (Corporate Social Responsibility Policy) Rules, 2014 in not required to be attached in the annual report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any loan, given guarantee or provided security pursuant to the provisions of Section 186 of Companies Act, 2013 during the year.

OTHER MANAGEMENT POLICES

The following policies are placed in companys website at http://www.aanandalakshmi.com

• Policy for determination of materiality

• Policy on code of conduct

• Policy on Code of Fair disclosure

• RPT Policy

• Code of Conduct for Prevention of Insider Trading

• Whistle Blower Policy - Vigil Mechanism

• Policy on Prevention of Sexual Harassment at Workplace (POSH) Policy

CORPORATE GOVERNANCE

The Companys paid-up equity share capital is less than Rs. 10 crores and net worth is less than Rs. 25 crores as on the last day of the previous financial year. As such, according to Regulation I5(2)(a) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations,20l5, the compliances with respect to Corporate Governance disclosures are not applicable to your Company. However, your Company strives to incorporate the appropriate standards for Corporate Governance in the interest of the stakeholders of the Company.

DEPOSITORY SYSTEM

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette notification dated June 8, 2018 & 30th November, 2018 mandated that Share transfer shall be mandatorily carried out in dematerialized form only w.e.f. from April 1,2019. In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid.

LISTING ON STOCK EXCHANGE

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The management of the company was handled by the following Key Managerial Personals during the year under review:

S.NO. NAME	DIN/PAN	DESIGNATION
1. Mr. Devender Kumar Agarwal	00042156	Managing Director & CFO
2. *Rajani Elaprolu Kumari	11255402	Additional Non-Executive Independent Director (w.e.f 12.08.2025)
3. *Sushma Gupta	07147330	Non-Executive Independent Director (upto 12.08.2025)
4. Uttam Gupta	08883411	Non-Executive Independent Director
5. Adarsh Gupta	00526687	Non-Executive Independent Director
6. Ashu	--	Company Secretary

*Subsequent to the year under review, the Board appointed Ms. Rajani Elaprolu Kumari (DIN: 11255402) w.e.f. 12th August 2025 (Additional Director) and accepted resignation of Ms. Sushma Gupta w.e.f 12th August 2025.

• CHANGES IN DIRECTORS

During the year the Board appointed Mr. Adarsh Gupta (DIN: 00526687) w.e.f. 12th August 2024 as Additional Director and then regularize to Non-Executive Independent Director in Annual General Meeting of the company held on 30^th September 2024.

Subsequent to the year under review, the Board appointed one additional Director Ms. Rajani Elaprolu Kumari (DIN: 11255402) w.e.f. 12^th August 2025 and accepted resignation of Ms. Sushma Gupta from the post of Director w.e.f. 12^th August 2025.

Mr. Devender Kumar Agarwal, Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

• DISQUALIFICATIONS OF DIRECTORS

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found

that none of the directors are disqualified for holding office as Director.

Further the Certificate from Practicing Company Secretary has been obtained who certified that none of the directors of the company disqualified for holding office as director of the Company is enclosed with this Directors Report as Annexure -Ill

• KEY MANAGERIAL PERSONNEL

As on 31st March, 2025, following are the Key Managerial Personnel of the Company:

i. Mr. Devender Kumar Agarwal- Managing Director & Chief Financial Officer

ii. Ms. Ashu- Company Secretary & Compliance Officer

• DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made there under.

Independent Directors are not liable to retire by rotation, in terms of Section 149(13) of the Act.

• BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out performance evaluation of its own performance, the Directors (including the Chairman) individually, as well as the evaluation of the working of the Committees. The performance evaluation process has been designed in such a manner which helps to measure effectiveness of the entire Board, its Committees and Directors. Such processes help in ensuring the overall performance of the Board and demonstrates a high level of corporate governance standards. There are various key performance areas and evaluation criteria which are measured and analysed during the performance evaluation process.

• NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration as required under Sec 178 of the Companies Act, 2013 and Regulation 19(4) read with Schedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

• FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The Company has formulated a familiarization program for Independent Directors to provide insights into the Companys manufacturing, marketing, finance and other important aspects to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of such program are available on the Companys website (www.aanandalakshmi.com)

BOARD AND THEIR COMMITTEES

• COMPOSITION OF BOARD AND THEIR MEETINGS

As on 31^st March, 2025, the board of Directors comprised of 4 (Four) Directors of these, 1 (One) is Executive Director and 3 (Three) are Non Executive Independent Directors. The Chairman is an Executive Director.

The Board of Directors met eight (4) times during the financial year.The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations. Details of no. of board meeting and Directors attendance at Board meetings given below:-

Sr.No.	Date of Board Meeting	No. of Directors present at meeting
1.	29/05/2024	4
2.	12/08/2024	4
3.	14/11/2024	4
4.	06/02/2025	4

• Disclosure of relationships between directors inter-se:

There is no inter-se relationship between Members of the Board.

• AUDIT COMMITTEE

As on 31st March 2025, the Audit Committee comprised of Sri Uttam Gupta as Chairperson of the Committee, Sri Devender Kumar Agarwal and Sri Adarsh Gupta as members of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

The Committee met 4 (four) times during the financial year. Details of no. of Audit Committee meeting and members attendance at meetings given below:-

Sr. No.	Date of Meeting	No. of Members present at meeting
1.	29/05/2024	3
2.	12/08/2024	3
3.	14/11/2024	3
4.	06/02/2025	3

• NOMINATION & REMUNERATION COMMITTEE

As on 31st March 2025, the Nomination & Remuneration Committee comprised of Sri Uttam Gupta as Chairperson of the Committee, Smt. Sushma Gupta and Sri. Adarsh Gupta as members of the Committee. All the recommendations made by the Nomination & Remuneration Committee were accepted by the Board.

The Committee met 2 (two) times during the financial year. Details of no. of Nomination & Remuneration Committee meeting and members attendance at meetings given below:-

Sr. No.	Date of Meeting	No. of Members present at meeting
1.	14/04/2024	3
2.	12/08/2024	3

*Smt Sushma Gupta tendered her resignation, effective from 12th August, 2025. Following this, Ms. Rajani Elaprolu Kumari was appointed as a member of the Nomination & Remuneration Committee, also effective 12th August, 2025.

• STAKEHOLDERS RELATIONSHIP COMMITTEE

Your company has constituted a Stakeholders Relationship Committee to specifically look into the mechanism of redressal of grievances of shareholders and other security holders.

The Stakeholders Relationship Committee comprised of Sri. Uttam Gupta as Chairperson of the Committee, Sri. Devender Kumar Agarwal and Sri. Adarsh Gupta as members of the Committee.

The Committee met one (1) time during the financial year. Details of no. of Stakeholders Relationship Committee meeting and members attendance at meetings given below:-

Sr. No.	Date of Meeting	No. of Members present at meeting
1.	28/02/2025	3

Details of the complaint received and redressed during the year under review are as follows:

1 No. of Complaints pending at the beginning of the year	NIL
2 No. of Complaints received during the Year	NIL
3 Number not solved to the satisfaction of shareholders	NIL
4 Number of pending complaints	NIL

• SEPARATE MEETING OF INDEPENDENT DIRECTOR

During the year under review, a separate meeting of Independent Directors was held on 11th March 2025 wherein the performance of Chairman, Board and Executive Directors was evaluated and all Independent Directors were present at the meeting.

• CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Board of Directors of the Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board presently comprising of one Executive Director and two Non-Executive Independent Directors.

As on 31st March 2025, the Corporate Social Responsibility Committee comprised of Sri Uttam Gupta (chairman), Sri. Devender Kumar Agarwal (member) and Sri. Adarsh Gupta (member).

During the financial year ended March 31, 2025 - The CSR Committee met 2 (two) times on 04-04-2024 and 2711-2024 and all the members were present at the meeting.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section I34(3)(c) of the Companies Act, 2013:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors has taken Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and; and

(f) 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS

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

The Company has in place adequate internal financial controls with reference to financial statements. The Companys internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and the same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The internal auditors of the company conduct audit on regular basis and the Audit Committee reviews adequacy and effectiveness of the Companys internal control system including internal financial controls.

RISK MANAGEMENT

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

RELATED PARTY TRANSACTIONS

All Related Party Transaction are presented to the Audit Committee and the Board of Directors. Omnibus approval is obtained for transactions which are foreseeable and repetitive in nature. A Statement of all related party transactions is presented before the Audit Committee and the Board of Directors on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Policy on materiality of related party transactions as approved by the Board of Directors may be accessed on the Companys website at http://www.aanandalakshmi.com/policies.html

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company did not enter into any material related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons during the financial year under review. Hence, the form AOC-2 is not required to be attached to this report separately. Yaur Directors draw attention of the members to Note 40 to the financial statement which sets out related party disclosures.

VIGIL MECHANISM/ WHISTLE-BLOWER

The Company has a ‘Whistle Blower Policy/‘Vigil Mechanism in place. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Companys commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The Policy on vigil mechanism cum Whistle Blower may be accessed on the Companys website at the link: https://www. aanandalakshmi.com there were no complaints received during the year 2024-25.

STATUTORY AUDITORS

M/s K.S. Rao & Co., Chartered Accountants, Hyderabad (ICAI Firm Registration No.003l09S) were appointed as Statutory Auditors in the AGM held on 29th September 2017 for a period of 5 years until the conclusion of 9th AGM.

The Company reappointed M/s K.S.Rao & Co., Chartered Accountants as Statutory Auditor for second term of Five years in the 9th AGM held on 30^th September 2022 until the conclusion of 14^th AGM of the company.

EXPLANATION TO AUDITORS QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS

Following are the replies / clarifications in respect of the observations made by the statutory auditor in their audit report.

l. The management would like to inform that the interest payable on statutory dues would be verified with individual statutory authorities and all the provisions relating to the same shall be made in the subsequent financial year.

2 The management is in the process of reconciling and reviewing such long-pending balances. A decision on writeback / settlement / adjustment, if any, will be taken in due course in accordance with accounting standards, Board approval, and applicable tax implications. The existence of these payables does not affect the Companys ability to continue as a going concern, since there are no claims presently being pursued by creditors and adequate liquidity exists.

3. Commission income earned during the year has been recognized at year end on the basis of confirmations/settlements

received from principals. While this approach ensures accurate recognition, it results in year-end recognition instead of periodic recognition. The Company is in the

process of strengthening its internal control system to enable more timely recognition of such income on a periodic basis going forward. It is clarified that there is no impact on the total commission income recognized for the year.

REPORTING OF FRAUD BY STATUTORY AUDITORS

There was no fraud in the Company, which was required to be reported by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

SECRETARIAL AUDITOR

During the year, the Company has appointed M/s HSP & Associates LLP Practicing Company Secretaries as Secretarial Auditor in compliance with the provision of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Secretarial Audit report in form MR-3 for the financial year ended 31^st March 2025 is annexed herewith as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification or adverse remark.

INTERNAL AUDITOR

In compliance with the provisions of Section 138 of the Act read with Rule I3(l)(a) of Companies (Accounts) Rules, 2014. The Board of Directors of the Company has appointed M/s. LANS & Co., Chartered Accountant as Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2025-26.

COST AUDITOR

Pursuant to the provisions of section 148 of the Companies Act, 2013 and rules made thereunder (as amended from time to time) the requirement of maintenance of Cost Records and appointment of Cost Auditor is not applicable to the company during the year under review.

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and notified by the Central Government.

SIGNIFICANT/ MATERIAL ORDERS PASSED BY COURTS/ REGULATORS/ TRIBUNALS

During the financial Year, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention of Sexual Harassment of Employees at workplace in accordance with The Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Compliant Committee has been set to redress complaints received regarding sexual harassment.

During the year under review, the Company has not received any complaints pertaining to sexual harassment.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

None of the employees was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, disclosure with respect to the same, is not required to be given.

The information required pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 is annexed hereto and marked Annexure II and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements), 2015 is presented in a separate section forming part of the Annual Report as Annexure - IV.

ENVIRONMENT AND POLLUTION CONTROL

The manufacturing facility has obtained environmental clearance from the Pollution Control Board concerned and is in compliance with all current environmental legislation. As an integral part of its environment protection drive, the Company ensures the very minimum quantity of generation of waste, low emission levels and low noise pollution levels during operations of its manufacturing facility.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.

ANNUAL RETURN

The Annual Return of the Company as on March 31,2025, in terms of the provisions of Section 134(3)(a) of the Act, is available on the Companys website:www.aanandalakshmi.com

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• The Company has no subsidiaries, joint ventures or associate companies.

• During the year under review the Company has not given loan to any employee for purchase of its own shares as per section 67(3) (c) of Companies Act, 2013.

• The Company has not issued shares under employees stock options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

• The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 & SEBI (issue of sweat equity) Regulations, 2002 during the Financial Year.

• The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31,2024.

• Details in respect of frauds reported by the Auditors under section 143(12) other than those which are reportable to the Central Government, as there were no such frauds reported by the Auditors.

• There was no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

ACKNOWLEDGMENT

Your directors place on record their sincere appreciation for the significant contribution made by your Companys employees through their dedication, hard work and commitment. The Board of Directors is pleased to place on record their appreciation for the co-operation and support extended by All Financial Institutions, Banks and various State and Central Government Agencies.

The Board would also like to thank the Companys shareholders, customers, suppliers for the support and the confidence which they have reposed in the management.