Ashnoor Textile Mills Ltd Directors Report

Dear Members,

Your Directors are pleased to present their 42 nd Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended on March 31, 2025.

FINANCIAL PERFORMANCE AND OUTLOOK

The Companys financial performance for the financial year ended March 31, 2025 vis-a-vis financial year ended March 31, 2024 are summarized below:

Rupees in Lakh PARTICULARS	2024-2025	2023-2024
Operative Income	17,847.71	12,910.42
Other Income	569.51	694.84
Total Income	18,417.22	13,605.26
Gross Profit before financial overheads and depreciation	2,957.10	1,933.41
Financial Overheads	481.35	529.66
Depreciation	423.90	433.10
Profit before Tax, Exceptional and Extra-Ordinary Items	2,051.85	970.65
Exceptional and Extraordinary Items	(1.75)	1.35
Profit before Tax	2,050.10	972.00
Income Tax	467.32	218.74
Deferred Tax Benefit/(Liability)	13.27	(9.70)
Profit after Tax available for appropriation	1,596.04	743.56
Basic Earnings Per Share	12.52	5.83

During the financial year 2024-2025, the Companys operating income increased by 38.2427% due to dedicated efforts at all levels in the Company. The effect of an increase in income was also noted on profit after tax. The Company is carrying out business activities only in one segment, i.e. Teroy Towels. The detailed financial performance and outlook is given in Management Discussion and Analysis Report.

Financial Statements of the Company have been prepared on the IND-AS basis. There was no change in the nature of the Companys business. Further, there has been no material change/commitment that occurred after March 31, 2025, until the date of this report affecting the financial position of the Company. The Company has complied with all the applicable provisions of the Companies Act, 2013, relevant Rules and Secretarial Standards. The Company has not revised its financial statement or Boards report in any of the three preceding financial years. The key financial ratios with analysis as on March 31, 2025, are given in the Corporate Governance Report. The Company has neither made any application during the financial year nor is any proceeding against the Company pending at the end of the financial year under the Insolvency and Bankruptcy Code, 2016. The Company has not entered into a one-time settlement with any of the banks.

TRANSFER TO RESERVE

The Board of Directors of the company has decided not to transfer any amount to any specific reserve and the entire profit after tax has been carried over to the Balance Sheet as surplus.

DIVIDEND

In view of the requirement for more funds for more growth of the Company, the Board of Directors does not recommend any dividend for the year under review.

FIXED DEPOSITS

The Company has never accepted deposits from the public. During the year under review, your Company has neither invited nor accepted/renewed any fixed deposit. No fixed deposits outstanding or unclaimed as on March 31, 2025.

CAPITAL STRUCTURE

During the year under review, the Company allotted 3,186,462 equity shares of INR 10 each at an issue price of INR 20 per share on a rights basis to existing shareholders. Out of these 1,909,139 shares were issued to the Promoters by adjusting their loan against the application money. The issued, subscribed, and paid-up share capital as on March 31, 2025 was INR 159,323,110 divided into 15,932,311 equity shares of INR 10 each. The Company has neither issued shares with differential voting rights nor granted any employee stock options or sweat equity shares. During the financial year, the Company has not issued any type of debentures or preference shares or bonds.

INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company was not required to transfer any amount or shares to the Investor Education and Protection Fund.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

None of the Directors of your Company is disqualified under the provisions of the Companies Act, 2013 ((hereinafter in this report called the Act) or Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter in this report called the Listing Regulations) as on March 31, 2025. A certificate issued by the Practicing Company Secretary in this respect is annexed and forms part of the Annual Report.

All the Independent Directors of the Company have given declarations confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations.

In accordance with Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Abhinav Gupta (DIN-02766867), Director, will retire by rotation and, being eligible, offers himself for reappointment.

The First term of Mr. Naresh Kumar Aggarwal (DIN: 00224371), as an Independent Director, will be completed on February 26, 2026. The Board, on the recommendation of the Nomination and Remuneration Committee, proposes to re-appoint Mr. Naresh Kumar Aggarwal as Independent Director of the Company for a second term of 5 (five) consecutive years with effect from February 27, 2026. Your Directors confirm that the proposed re-appointee possesses the requisite skill, experience and expertise.

Your Directors recommend the appointment of Ms. Parul Aggarwal as an Independent Director under section 149 of the Companies Act, 2013, for her first consecutive term of five years, effective from October 1, 2025. She is B.Com., Associate Chartered Accountant and Associate Company Secretary and having experience of 8 years in various fields. Your Directors recommends her appointment for your approval by passing the special resolution. Your Directors confirm that the proposed appointee possesses the requisite skill, experience and expertise.

The three-year term of Mr. Suneel Gupta (DIN-00052084), Managing Director, will be completed on January 9, 2026. In view of his contribution to the growth of the Company, the Board at the recommendation of the Nomination and Remuneration Committee, has re-appointed him in its meeting held on August 13, 2025, subject to the approval of members by passing of special resolution as Managing Director for three years effective from January 10, 2025 at the remuneration, allowances/perquisites and other terms and conditions as detailed in the resolution.

Further, the three-year term of Dr. (Mrs.) Sangeeta Gupta (DIN-00052121), Whole Time Director, will complete on April 30, 2026. In view of her contribution to the growth of the Company, the Board, at the recommendation of the Nomination and Remuneration Committee, has re-appointed her on August 13, 2025, subject to the approval of members by passing of special resolution as Whole Time Director for a further period of three years effective from May 1, 2026, at the remuneration, allowances/perquisites and other terms and conditions as detailed in the resolution.

Pursuant to sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons are the Key Managerial Personnel of the Company:

• Mr. Suneel Gupta Managing Director

• Mr. Girish Singh Adhikari Chief Financial Officer

• Ms. Yashima Saluja Company Secretary

The brief resume and other details of the Directors to be re-appointed, as required under Listing Regulations, have been provided in the notice of the Annual General Meeting. Details of the meeting attended by the Directors are given in the Corporate Governance Report. The balance of funds borrowed from Promoter Directors as on March 31, 2025, was INR 409.45 Lakhs.

Mr. Girish Singh Adhikari-Chief Finance Officer, Ms. Yashima Saluja-Company Secretary, Mr. Arun Paliwal- Production Head, Mr. Aditya Kumar-Merchandiser, Mr. Avnesh Kumar-Purchase Manager and Mr. Deepak Bhati-Manager HR, Ms. Manisha Rajput-Manager Export/Import, were in the Senior Management during the financial year 2024-25. During the year, Mr. Arun Paliwal replaced Mr. Abhijit Chowdhary-Production Manager. There has been no other change in Senior Management since the close of the financial year.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

The entire promoter Directors are relatives within the meaning of the term relative as per section 2(77) of the Companies Act, 2013. None of the remaining Directors is related to the promoters or inter-se.

AUDITORS AND AUDITORS REPORT

M/s KSA & Co., Chartered Accountants, New Delhi, were appointed as the Statutory Auditors for 5 years from April 1, 2022. They will continue to be the Auditors for the financial year 2025-26.

There are no qualifications, reservations or adverse remarks in the audit report on the financial statement of the Company for the financial year ended March 31, 2025. The Report of the Auditors on the Financial Statements, including relevant rules on the accounts for the financial year ended March 31, 2025, are self-explanatory and does not call for any further comments. The report forms part of the Annual Report.

COST AUDIT

The provisions relating to Cost Audit do not apply to the Company.

INTERNAL AUDITORS

Pursuant to the requirements of section 138 of the Act, M/s M. Mittal & Co., Chartered Accountants, New Delhi, has been appointed as Internal Auditors for the financial year 2025-26.

SECRETARIAL AUDIT REPORT

M/s Anil Arora & Associates, Company Secretaries, New Delhi, was appointed as Secretarial Auditors by the Board of Directors, for the financial year 2024-25, as per provisions of section 204 of the Companies Act, 2013. The report of Secretarial Auditors is annexed with the Annual Report and forms part of the Annual report. In accordance with the latest amendments in the Listing Regulations, the Board of Directors has recommended the appointment of Mr. Anil Kumar Arora, Practice Company Secretary, Proprietor of M/s Anil Arora & Associates as Secretarial Auditors for the approval of the members at the forthcoming Annual General Meeting for a period of 5 consecutive years effective from the financial year 2025-26 to 2029-30.

HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company does not have any Holding, Subsidiary, Material Subsidiary, Joint Venture or Associate Company. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

Pursuant to section 134(3)(p) of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its performance and that of its Committees as well as the performance of all the Directors individually, including Independent Directors. The Nomination and Remuneration Committee had prepared detailed criteria for evaluating the performance of the Directors, including Independent Directors, as per provisions of Schedule-II, Part-D of the Listing Regulations. The Independent Directors have evaluated the performance of the Chairman and non-Independent Directors in their separate meeting. Evaluation has been made as per the criteria provided by the Nomination and Remunerations Committee, as per provisions of the Companies Act 2013 in the Listing Regulations.

The detail of programs held during the financial year for familiarization of the Independent Directors with the Company, informing them about their roles, rights, responsibility in the Company, nature of the industry in which the Company operates, the business model of the Company and related matters are available on the website of the Company at the web link: https://www.ashnoortex.com/admin/pdf/Familization-Policy-for- Independent-Directors.pdf .

CODE OF CONDUCT

As per provisions of the Companies Act, 2013 and Listing Regulations, the Company has laid down a code of conduct for all members of the Board of Directors, including Independent Directors and Senior Management, which includes the duties of independent directors as laid down in the Act. All Board members and senior management personnel are required to affirm compliance with the code of conduct. They have affirmed compliance with the code for the financial year 2024-25, and the Managing Director has given a declaration affirming compliance with the Code. The Code of Conduct is available on the website of the Company on the web link: https://www.ashnoortex.com/admin/pdf/Code-of-Conduct-For-the-Board-Members-and-Senior- Management.pdf .

DIRECTORS RESPONSIBILITIES STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, your Directors, in terms of section 134(3)(c) of the Companies Act, 2013, confirm that:

a. in preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting

standards (Ind-AS) have been followed along with the explanations relating to material departures, if any;

b. the directors have selected such appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the State of affairs of the Company as on March 31, 2025, and of the profit 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 the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts for the financial year ended March 31, 2025, 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.

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.

NUMBER OF BOARD MEETINGS

During the financial year 2024-25, nine (9) meetings of the Board of Directors of the Company were held. All the required details of these meetings, including the attendance of the Directors in these meetings, are given in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

Your Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of the Corporate Governance Report as prescribed under the Listing Regulations.

A detailed report on Corporate Governance is annexed as part of the Annual Report. A certificate issued by the Statutory Auditors on Corporate Governance is also annexed with a detailed report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report is annexed to the Annual Report and forms an integral part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The related party transaction(s) are used to negotiate on an arms-length basis and are in the ordinary course of business. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 are not applicable in the financial year 2024-25. However, suitable disclosure has been made in note number 46 to the Financial Statements.

The Policy on materiality of related party transactions of the Company is available on the Companys website at the web link: https://www.ashnoortex.com/admin/pdf/Policy-on-Related-Party-Transactions.pdf .

BUSINESS RISK MANAGEMENT

Business Risk Management, being a very important part of any business, needs appropriate plans to control the mechanism and operating effectiveness of the Internal Financial Controls and Legal Compliance System. The Company has an appropriate risk management framework, which is designed to identify, assess, and mitigate the risks. The Board reviews the framework from time to time. During the financial year under review, no risk has been identified that in the opinion of the Board, may threaten the existence of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed against the Company by the regulators or courts, which would affect the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL

A detailed note has been provided under the Management Discussion and Analysis Report appended hereto. BOARDS COMMITTEES

The Board of Directors have constituted the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Corporate Social Responsibility Committee.

The Company is not required to constitute any other type of Committee. The composition and other details about the above Committees of the Board of Directors have been disclosed in the Corporate Governance Report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure-A to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the requirements of the Companies Act, 2013, your Company has formulated a CSR Policy, which includes the Companys approach towards CSR activities that may be carried on by the Company, implementation mechanism, monitoring and evaluation, etc.

The annual report on CSR activities and initiatives taken as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended in Annexure-II of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and annexed as Annexure-B, and forms an integral part of this report.

As per the requirements of the provisions of section 135 of the Companies Act, 2013, and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formed a CSR Committee. The composition and other details of the Committee are given in the Corporate Governance Report. During the financial year 2024-25, the Company was required to incur INR 20.17 Lakh for Corporate Social Responsibility. The same has been incurred in promoting education, employability, and livelihoods enhancement as per provisions of the Section 135 of the Companies Act, read with relevant Rules, Schedule-VII and Policy of the Company on Corporate Social Responsibility.

During the financial year 2025-26, the Company is required to incur the expenses of INR 25.46 Lakhs on CSR. A CSR Policy is available on the Companys website at web link: https://www.ashnoortex.com/admin/pdf/CSR- Policy.pdf .

ANNUAL RETURN

According to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2025, is uploaded on the website of the Company at web link: https://www.ashnoortex.com/admin/pdf/Annual%20 Return-31-03-2025.pdf

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism in the form of Whistle Blower Policy as per provisions of section 177(9) read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 Regulation 22 of the Listing Regulations, which provides freely reporting of any genuine concern to the Chairman of the Audit Committee by any Director(s) or employee(s) of the Company. The policy provides adequate safeguards against victimization to such Director(s) or employee(s). Whistle Blower Policy duly approved by the Board is available on the Companys website at the web link: https://www.ashnoortex.com/admin/pdf/Whistle-Blower- Policy.pdf .

PREVENTION OF INSIDER TRADING

In view of preventing insider trading in the securities and ensuring transparency, and also regulating trading in securities of the Company by the Directors and designated employees, the Company has framed a Code of Fair Disclosure as per the provisions of the Listing Regulations, which is available on the Companys website at the web link: https://www.ashnoortex.com/admin/pdf/Code%20of%20Fair%20Disclosure.pdf

MANAGERIAL REMUNERATION

Details about remuneration as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the employees of the Company is drawing remuneration as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year, the Company has not given any Loan and Corporate Guarantee, which is covered under section 186 of the Act. The Company has invested of additional funds for the time being available with the Company as given in note number 3 in Balance Sheet, within the limit specified in section 186 of the Act.

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

No complaint was received for sexual harassment by Internal Complaints Committee set up under the captioned Act in the financial year 2024-25. Therefore, no complaint was pending for redressal on March 31, 2025.

MATERNITY BENEFITS ACT

During the financial year 2024-25, the Company has complied with the applicable provisions of the Maternity Benefits Act, 1961 as amended.

ACKNOWLEDGMENT

Your Directors express their gratitude and thanks to Banks, Central and State Government Authorities, Stock Exchange, Regulatory Authorities and stakeholders for their continued co-operation and support to the Company and also express their gratitude and thanks to Shareholders, Customers, Suppliers and other business associates for their continued co-operation and patronage. Your Directors also place on record its appreciation for the dedicated efforts put on by the employees of the Company at all levels.

Registered Office:	By the order of the Board
Village Khandsa, Behrampur Road
Gurgaon, Haryana-122001
CIN-L17226HR1984PLC033384	Sd/-
E-mail: atml_delhi@yahoo.com	Suneel Gupta
Phone: 0124 4809756	Managing Director
Web: ashnoortex.com	DIN-00052084
Place: Gurugram
Date: August 13, 2025