Aananda Lakshmi Spinning Mills Ltd Directors Report

Dear Member,

Your directors are pleased to present the 11^th Directors Report of the Company for the year ended March 31,2024.

FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS

The financial highlights of the company are as follows:- (Rs. In lakhs)

PARTICULARS	2023-24		2022-23
	Continued operations	Discontinued operations	Continued operations	Discontinued operations
Total Revenue	209.54	-	20.94	-
Gross Profit before financial charges & depreciation & exceptional items	141.83	(201.80)	(52.28)	(206.57)
Less: Depreciation	11.85	1.42	3.56	4.71
Financial Charges	-	77.24	-	129.59
Exceptional items	90.98	-	294.90	429.56
Profit / (Loss) before taxation	685.35	(277.12)	358.65	142.74
Tax Expenses	-	-	-	-
Profit / (Loss) after taxation	685.35	(277.12)	358.65	142.74

OPERATIONS

During the year under review the company achieved total revenue of Rs. 209.54 lakhs which is higher than that of the previous year. The operations in the year have ended with a profit of Rs. 408.23 Lakhs as against profit of Rs. 501.39 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, 2024.

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

The Company during the financial year under review have earned a Net Profit before exceptional item and tax of more than 5 Crores (Rupees Five Crores) and pursuant to the provisions of Section 135(1) of the Companies Act, 2013 the Board of Directors in their meeting held on 12^th August, 2024 have formed the Corporate Social Rresponsibility Committee comprising of Sri. Uttam Gupta(Chairman), Sri. Devender Kumar Agarwal (member), and Sri. Adarsh Gupta (member).

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 15(2)(a) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015, 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

• CHANGES IN DIRECTORS

No Director was appointed or resigned during the year in review.

Subsequent to the year under review, the Board appointed one additional Director Mr. Adarsh Gupta (DIN: 00526687) w.e.f. 12^th August 2024 and accepted resignation of Manish Gupta from the post of Director w.e.f. 12^th August 2024.

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

None of the directors are disqualified under Section 164(2) of the Act. They are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

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 - III .

• KEY MANAGERIAL PERSONNEL

As on 31st March, 2024, 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, 2024, the board of Directors comprises 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:-

Date of Board Meeting	No. of Directors present at meeting
30/05/2023	4
12/08/2023	4
14/11/2023	4
13/02/2024	4

• Disclosure of relationships between directors inter-se:

There is no inter-se relationship between Board Members.

• AUDIT COMMITTEE

As on March 31,2024, the Audit Committee consisted of Mr.Devender Kumar Agarwal, Mr. Uttam Gupta and Mr. Manish Gupta. 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:-

Date of Meeting	No. of Members present at meeting
30/05/2023	3
12/08/2023	3
14/11/2023	3
13/02/2024	3

*Sri Manish Gupta tendered his resignation, effective from 12th August, 2024. Following this, Sir Adarsh Gupta was appointed as a member of the Audit Committee, also effective August 12, 2024.

• NOMINATION & REMUNERATION COMMITTEE

As on March 31, 2024, the Nomination & Remuneration Committee consisted of Mrs. Sushma Gupta, Mr. Uttam Gupta and Mr. Manish Gupta. All the recommendations made by the Committee were accepted by the Board.

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

Date of Meeting	No. of Members present at meeting
30/05/2023	3

*Sri Manish Gupta tendered his resignation, effective from 12th August, 2024. Following this, Sir Adarsh Gupta was appointed as a member of the Nomination and Remuneration Committee, also effective August 12, 2024.

• 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.

As on March 3 1, 2024, the Stakeholders Relationship Committee of the Board of Directors consisted of Mr. Devender Kumar Agarwal, Mr. Uttam Gupta and Mr. Manish Gupta.

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:-

Date of Meeting	No. of Members present at meeting
16/05/2023	3

*Sri Manish Gupta tendered his resignation, effective from 12th August, 2024. Following this, Sir Adarsh Gupta was appointed as a member of the Stakeholders Relationship Committee, also effective August 12, 2024.

• SEPARATE MEETING OF INDEPENDENT DIRECTOR

During the year under review, a separate meeting of Independent Directors was held on 07th February 2024 wherein the performance of Chairman, Board and Executive Directors was evaluated and all Independent Directors were present at the meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, your Directors state that:

a. Applicable accounting standards have been followed in the preparation of the annual accounts; financial statements for the financial year ended 31st March, 2024,

b. Accounting policies have been selected and applied consistently. Judgments and estimates made 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 FY2024 and of the profit of the Company for that period;

c. Proper and sufficient care has been taken to maintain adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

d. Annual accounts have been prepared on a going concern basis;

e. Adequate internal financial controls for the Company to follow have been laid down and these are operating effectively; and

f. Proper and adequate systems have been devised to ensure compliance with the provisions of all applicable laws and these systems are 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 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 38 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 2023-24.

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.

1. 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 would like to look into the current and future economic conditions impact the amount of actual loss of trade receivables in the event of customer default in the financial year 2023-24.

3. Though company has not obtained any formal quotes from third parties but the company based on the prevailing market prices has paid or received the payments with the transactions carried out with related parties.

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 2024 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 2024-25.

COST AUDITOR

That Pursuant to section 148 of companies Act 2013 and rules made thereunder the requirement to appoint the Cost Auditor is not applicable on the company during the year.

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 Ysar, 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 31,2024, 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.

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.

ANNEXURE - I Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENIDED 31^st MARCH, 2024 (Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel)

Rules, 2014

To,

The Members,

Aananda Lakshmi Spinning Mills Limited

CIN: L17121TG2013PLC086564 Surya Towers, 6th Floor, 105,

Sardar Patel Road Secunderabad Telangana 500003

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Aananda Lakshmi Spinning Mills Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31^st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by ("the Company") for the financial year ended on 31^st March, 2024, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009: Not Applicable;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999: Not Applicable;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008: Not Applicable;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client: Not Applicable;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: Not Applicable;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: Not Applicable;

(i) The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015. I have also examined compliance with the applicable clauses of the following:

(a) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and General Meetings.

(b) The Listing Agreements entered into by the Company with BSE India Limited.

During the period under review the Company has complied with the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that, having regard to the compliance system prevailing in the Company

and on examination of the relevant documents and records in pursuance thereof, on test-check basis.

The management has identified and confirmed the following laws as being specifically applicable and based on representation of the Management the said laws are duly complied:

a) Textiles (Development and Regulation) Order, 2001; and

b) Hank Yarn Packing Notification issued under Essential Commodities Act, 1955.

I further report that

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors and in composition of Committees during the review period.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were, in most cases, sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through requisite majority. There were no dissenting views from the Board members during the period under review

2. In review, there were no delays in intimation of information/report/certificate to Stock Exchange.

3. Information given by the Management that, company has defaulted in payments of undisputed statutory dues at March 31,2024 which includes Provident Fund, Employees ‘State Insurance, Income-Tax, Sales-tax, and Value added tax.

4. We further report that based on our limited review of the compliance mechanism established by the Company, there appear adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

5. There was no instance of Demerger/Restructuring/ Scheme of Arrangement.

6. The Company has not altered its Memorandum and Article of Association

7. We further report that, our Audit was subjected only to verifying adequacy of systems and procedures that are in place for ensuring proper compliances on the part of the Company.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

ANNEXURE-A TO SECRETARIAL AUDIT REPORT

To,

The Members,

AANANDA LAKSHMI SPINNING MILLS LIMITED

CIN: LI7I2ITG20I3PLC086564

Surya Towers, 6th Floor, 105, Sardar Patel Road

Secunderabad Telangana 500003

Our report of even date is to be ready along with this supplementary testimony:

1. Maintenance of Secretarial record is the responsibility of management of the Company. Our responsibility is to express an opinion on these secretarial records based on out audit.

2. We have followed the audit practices and processes that were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on a test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of Financial Records and Books of Accounts of the Company.

4. Whenever required, we have obtained Management representation about the compliance of laws, rules and regulations and happenings of events etc. We have also verified the applicable provisions of IEPF which is compiled by the Company.

5. The Compliance of the provisions of Corporate and other applicable laws, rules and regulations, standards are the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management conducted the affairs of the Company.

ANNEXURE - II

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under

the Companies (Accounts) Rules, 2014

A. CONSERVATION OF ENERGY

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

2. No specific investment has been made on reduction in energy consumption.

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

B. TECHNOLOGY ABSORPTION

The Company is continuously making efforts for adaptation of latest technology at its unit to improve the performance, quality and cost effectiveness of its products, upgrading its plant and Machinery. The Company focuses to pioneer the launch of new products that have been successful in the market to adapt at its unit.

The Company has been continuously improving the quality of its existing products and entered into new products and also to reduce the cost of production and optimum energy utilization.

The Company has not imported any technology from the beginning of this financial year 2023-24. Therefore, no such disclosure on details of technology imported, year of import and absorption of technology are applicable.

During the year the company has not made any expenditure on research & development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

ANNEXURE - III

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (I0)(i) of the SEBI (ListingObligations and Disclosure

Requirements) Regulations, 2015)

To,

The Members of

Aananda Lakshmi Spinning Mills Limited

CIN: L17121TG2013PLC086564 Surya Towers, 6th Floor, 105,

Sardar Patel Road Secunderabad Telangana 500003

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Aananda Lakshmi Spinning Mills Limited_having CIN L17121TG2013PLC086564 and having registered office at Surya Towers, 6th Floor, 105, Sardar Patel Road, Secunderabad, Telangana - 500003 (hereinafter referred to as ‘the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause I0(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, I/We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Yfear ending on 31^st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Sr. No. Name of Director	DIN	Date of appointment in Company
1. DEVENDER KUMAR AGARWAL	00042156	21/03/2013
2. MANISH GUPTA	00526638	06/01/2014
3. SUSHMA GUPTA	07147330	31/03/2015
4. UTTAM GUPTA	08883411	28/09/2020

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.