Adinath Textiles Ltd Directors Report

Your Directors are pleased to present the 45th Annual Report on the operational and financial performance of the Company along with Audited Financial statements for the year ended 31st March 2025.

FINANCIAL RESULTS

(Rs. in lakhs)

Particulars	2024-25	2023-24
Income from Operations	---	---
Other Income	136.10	189.42
Profit/ (Loss) before interest & depreciation	17.57	73.67
Less Interest	0.17	4.06
Gross Profit/ (Loss)	17.40	69.61
Depreciation and amortization expense	5.41	6.18
Profit/ (Loss) Before Tax	11.99	63.43
Provision For Taxation (including deferred tax)	2.98	15.80
Profit/ (Loss) after Tax from continuing operations	9.01	47.63
Profit / (Loss) from discontinued operations	---	---
Profit / (Loss) for the year	9.01	47.63

CORPORATE REVIEW

The company has given its vacant factory buildings on lease for warehousing purpose. The income from lease is recognized as other income.

The other income of the company, including the income from lease, during the financial year 2024-25 is F136.10 Lacs in comparison to F189.42 Lacs for previous financial year 2023-24.

EQUITY SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2025 was F681.44 Lacs. During the year under review, the Company has neither issued any shares nor granted stock options and nor sweat equity.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantee and Investments covered under section 186 of the Companies Act. 2013 are given in the Notes to the Financial Statement for Financial Year ended 31st March 2025.

OTHER EQUITY

The Company does not propose to carry any amount to any reserves.

DIVIDEND

Due to absence of adequate profits, your Directors are unable to recommend any dividend for the financial year under review.

DEPOSITS

During the Financial year under review the company has not accepted any deposits within the meaning of section 73 of the companies Act, 2013 and rules made thereunder.

NUMBER OF MEETINGS HELD

The details of Board and Committee/other meetings held in Financial Year 2024-25 are given in the Corporate Governance Report.

DIRECTORS/KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 152 of the Companies Act. 2013 read with the Articles of Association of the company, Mr. Rajneesh Oswal, Chairman & Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment.

Sh. Vishal Oswal was re-appointed as Vice-Chairman & Managing Director of the Company for a period of five years which was valid till 30th April, 2030. The Nomination & Remuneration Committee in its meeting held on 13th February,

2025 has recommended to the Board the re-appointment of Sh. Vishal Oswal as Vice-Chairman & Managing Director.

The Board of Directors in its meeting held on 13th February, 2025 has approved and recommended the re-appointment of Sh. Vishal Oswal as Vice-Chairman & Managing Director for a further period of five years commencing from 1st May,

2025.

All independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149[6] of the Companies Act, 2013 and Regulation 16[1][b] of the SEBI [Listing Obligations & Disclosure Requirements] Regulations, 2015].

There were no changes in Key Managerial Personal during the year under review.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out as an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration. The said policy has been uploaded on the website of the Company. The Key provisions of Nomination and Remuneration policy are appended as an Annexure I to the Boards report.

AUDIT COMMITTEE

The Company has duly constituted Audit Committee, the scope of which is quite comprehensive and is in conformity with the provisions of the Companies Act, 2013 and Listing Regulations. The composition of the Audit Committee is given in Corporate Governance Report.

All the recommendations of the Audit Committee were accepted by the Board.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted the Whistle Blower Policy/Vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct and Ethics. Such mechanism/policy is also uploaded on the website of the Company.

STATUTORY AUDITORS

At Annual General Meeting held on 29th September 2022, M/s Kamboj Malhotra & Associates (Formerly Known as M/s Malhotra Manik & Associates) were appointed as Statutory Auditors of the company to hold office from 42nd Annual General Meeting till the conclusion of the 47th Annual General Meeting.

The Auditors Report on the accounts of the Company for the year under review requires no comments. Further, there were no frauds reported by the Statutory Auditors of the Company during the period under review neither under Section 143(12) of neither the Act nor which are reportable to the Central Government.

COST AUDIT

Cost audit for the financial year 2024-25 is not applicable to the company as per Section 148 along with Companies (Cost Records and Audit) Rules, 2014 and any other notification issued by the Ministry of Corporate Affairs, hence no cost auditor was appointed for cost audit purposes.

SECRETARIAL AUDIT

M/s P.S. Bathla & Associates, Practising Company Secretaries at Ludhiana, were appointed to conduct the secretarial audit of the Company for Financial Year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for Financial Year 2024-25 is appended as an Annexure II to the Boards Report.

The Secretarial Auditors in their report and in Annual Secretarial Compliance Report (Under Regulation 24A of SEBI LODR Regulations, 2015) for year ended 31st March 2025 has marked no observation.

The Board has recommended the appointment of M/s P.S. Bathla & Associates, Practising Company Secretaries, as Secretarial Auditor of the Company for a period of 5 consecutive years, commencing from the financial year 2025-26 to 2029-30, subject to the approval of members of the company.

RELATED PARTY TRANSACTIONS

All Related Party transactions entered during the financial year were on arms length basis and in the ordinary course of business. There were no materially significant related party transactions during the year.

Since there were no contracts/arrangements/transactions which were not at arms length basis or material with Related Party during the year; disclosure in form AOC-2 is not applicable.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules there under and Listing Regulations.

This Policy as considered and approved by the Board has been uploaded on the website of the Company at

https://www.adinathtextiles.com/pdf/Related_Party_Transaction_Policy.pdf

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as an Annexure III and forms an integral part of this report.

ANNUALRETURN

Annual Returns as of previous years are available on the website of the company at www.adinthtextiles.com.

A copy of Annual Return for the financial year 2024-25 will be available on the website of the company after submission of the same to the Registrar of Companies.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has been addressing various risks through well-defined risk management policy/procedures, which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company had laid down adequate internal financial controls with reference to financial statements. During the year such controls were tested and no material weakness in their operating effectiveness was observed.

BASIS OF PREPARATION OF FINANCIAL STATEMENT

Financial statements for the year ended 31st March, 2025 have been prepared in accordance with Indian Accounting Standards [Ind-AS], the provisions of the Company Act. 2013 and guidelines issued by the Securities and Exchange Board of India [SEBI]. The Ind-AS are prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies [Indian Accounting Standards] Rules, 2015 and relevant amendment rules issued thereafter. ASSOCIATES AND SUBSIDIARIES

The Company has no Associates & Subsidiaries as on 31st March, 2025.

CORPORATE GOVERNANCE

As per the provisions of Listing Regulations, a separate Report on Corporate Governance practices followed by the Company together with a Certificate from the Practicing Company Secretary, confirming compliance forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134[3][m] of the Companies Act, 2013 read with Rule 8 of Companies [Accounts] Rules, 2014 the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended as Annexure IV to the Boards report.

CHANGE IN THE NATURE OF BUSINESS There is no change in the nature of business.

MATERIAL CHANGE

There are no material changes or commitments affecting the financial position of the Company have occurred during the year under consideration, or after closure of the financial year till the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts the applicable Indian 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 and loss of the Company for that period;

(c) The directors had 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; and

(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;

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

GENERAL DISCLOSURES

The Company has already complied with provisions relating to the constitution of Internal Complaint committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013. There were no complaints/cases reported with Internal Complaint Committee formed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the contributions made by the employees through their dedication, hard work and commitment in achieving your Companys performance. In an increasingly competitive environment collective dedication of employees is delivering superior and sustainable shareholder value.

The Board also places on record its sincere appreciation towards the Companys valued customers, vendors, shareholders and investors for their continued support to the Company.

	For and on Behalf of the Board
	For Adinath Textiles Limited
	Sd/-
Place : Ludhiana	Rajneesh Oswal
Date : 28,h May, 2025	Chairman & Managing Director
	(DIN :00002668)