Lagnam Spintex Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 15^th Annual Report on the Business and operations of your Company along with the Audited Financial Statements for the year ended 31^st March 2025:

1. FINANCIAL RESULTS: -

The Financial Results of the Companys performance for the year under review and those of the previous year are as follows-

( in Lacs)

Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
Turnover : a) Domestic	32542.46	23287.09
b) Export	28014.00	20463.15
Revenue from Operations	60556.46	43750.24
Other Income	37.18	28.74
Total Revenue	60593.64	43778.98
Profit before Finance Cost, Depreciation & Tax (PBIDT)	6567.62	4536.60
Less: Financial expenses (Net)	3098.25	1526.12
Profit before Depreciation & Tax (PBDT)	3469.37	3010.48
Less: Depreciation	1679.24	928.62
Profit before Tax (PBT)	1790.13	2081.86
Less: Current Tax (Net)	291.70	343.58
MAT Credit Entitlement	(291.70)	(343.58)
Tax of Earlier years	-	(17.72)
Deferred Tax	504.66	642.26
Profit after Tax (PAT)	1285.47	1457.32
Other Comprehensive Income	(5.33)	8.94
Profit available for appropriation	1280.14	1466.26
Earning Per Equity Share- Annualized (Basic & Diluted)	7.28	8.25

2. OPERATIONAL PERFORMACE & STATE

OF AFFAIRS: -

REVENUE FROM OPERATIONS:

Your directors are pleased to report that, your Company has recorded its highest-ever revenue of 605.56 Crores from the operations in the current year, compared to 437.50 Crores in the previous year, a 38% gain indicating strong progress in the operations.

As per the Techno-Economic Viability (TEV) study conducted by Dun & Bradstreet, the

Expansion Projects revenue for FY 2024–25 was estimated at 240 Crores at the time of term loan approval by the lender banks. However, due to better capacity utilization and an optimized efficiencyplan, the Company has achieved a revenue of 321 Crores, reflecting strong operational performance and a 34% growth over the estimate.

The increase in revenue during the year is primarily attributable to the commissioning of the Expansion Project comprising 41,472 spindles, undertaken at a cost of 218.00 Crores for the manufacturing of 100% Cotton Compact Yarn. The project was successfully commissioned on January 31^st, 2024, ahead of the scheduled date of April 1^st, 2024. The full impact of this commissioning is reflected in the current years revenue, as the project became operational in the last quarter of the previous financial year 2023 24, significantly contributing to the growth in operational income.

Export Snapshot:

The Company has recorded export revenue of 280.14 Crores in the current fiscal year, up from 204.63 Crores in the previous year, marking a notable increase of 37%. The export volume has risen to 10335 MT, compared to 7889 MT in the prior year, representing a growth of 31%. This significant revenue and volume is primarily driven by the enhanced production capacity resulting from the successful implementation of the Expansion Project in the last quarter of the previous fiscal year. Exports constitute 46% of the total revenue of the Company.

Export Growth:

In terms of revenue, your Company is increasingly focusing on expanding its presence in export markets by entering new overseas territories and diversifying its product portfolio, particularly with the introduction of "Compact Cotton Yarn". The Companys cotton yarn is widely recognized and respected in the global market for its high quality. This reputation is supported by our state-of-the-art technology, including USTER LABORATORY equipment such as HVI-1000, AFIS PRO 2, UT-

5, UTR-4, and CLASSIMAT-5, ensuring that our yarn meets the highest standards and is tailored to customers specific requirements.

The consistent quality of our yarn has been a key driver of our growth in export markets year after year. In FY 2022-23, the Companys export revenue was 135.64 Crores, which increased to 204.63 Crores in FY 2023-24, and further rose to 280.14 Crores in FY 2024-25, reflecting a compound annual growth rate

(CAGR) of 44%.

PROFITABILITY:

The operating profit (PBIDTA) ofthe Company has increased to 65.68 Crores in the current year under review as compared to 45.37 Crores in the previous year, reflecting a significant growth of about 45%. As a percentage to revenue from operations, the operating profit (PBIDTA) has marginally improved from

10.37% to 10.85% in the current year.

The Cash Profit (PBDT) of the Company for the current year has increased to 34.69 Crores, compared to 30.10 Crores in the previous year, reflecting an increase of approximately

15%. However, when compared to revenue, the PBDT growth has been subdued due to higher provisions for depreciation and finance costs during the year. The finance cost has significantly increased, doubling to 30.98 Crores in FY 2024-25, compared to 15.26 Crores in the previous year, primarily due to the addition of a new term loan of 163.00 Crores for the expansion project.

Similarly, depreciation for FY 2024-25 has increased to 16.79 Crores, compared to 9.29 Crores in the previous year. This increase is primarily due to higher provisions for depreciationresultingfromtheimplementation of the Expansion Project, amounted to 218.00 Crores.

The performance of the First quarter of the year was satisfactory. However, from the second quarter of the year due to Geopolitical situations, Global slowdown, and high inflation rate resulted in low demand in the market due to which the margins remains under pressure during the second and third quarter of the year. Despite the higher provision of depreciation, finance cost, high inflation andglobal instability during the year, your Company has reported Net Profit

Tax (PAT) of 12.85 Crores during the year.

3. EXPANSION PLAN: -

As the Company successfully commissioned its expansion project comprising 41,472 spindles of 100% compact cotton yarn at a cost of 218.00 crore in the previous year on January 31^st, 2024, two months ahead of the scheduled date of April 1^st, 2024, with a view to conserving resources for future business plans, no new expansion projects are currently underway. In the previous year, the expansion was executed using state-of-the-art and most modern technologies, incorporating the latest automation and digitalization systems. These advanced features significantly enhance the quality and productivity of both machinery and labor, leading to improved production efficiency, profitability.

4. SOLAR POWER PLANT: -

Your company has an existing rooftop solar power capacity of 5.2 MW, which significantly contributes to reducing energy costs and enhancing sustainability. We have optimized the available rooftop space by installing solar panels across all our units, ensuring maximum utilization of renewable energy resources. and material orders passed by

5. DIVIDEND: -

To conserve the resources for the future plans and to augment the working capital of the Company, your Directors do not recommend any dividend for the financial year 2024-2025. Previous yearshareholders had approved final

Dividend of 0.50/- per Equity Share on the fully paid-up Equity Shares of 10/- each for the financial year 2023-24 i.e. 5% of per equity share of 10/- each on recommendation of the Board of Directors.

6. TRANSFER TO RESERVES: -

During the year under review the company has not transferred any amount to the general reserves.

7. CAPITAL STRUCTURE: -

The Capital Structure of the Company as on 31.03.2025 is as follows: - The Authorized Share Capital of the Company is 22,50,00,000 (Rupees Twenty-Two Crore Fifty Lakh) divided into 2,25,00,000 (Two

Crore Twenty-Five Lakh) EquityAfter Shares of 10/- each.

The Issued, subscribed and Paid up Share Capital of the Company is 17,66,90,000

(Rupees Seventeen Crore Sixty-Six Lakh Ninety Thousand) divided into 1,76,69,000 (One Crore Seventy-Six Lakh Sixty-Nine

Thousand) Equity Shares of 10/- each. During the year under review the Company has not issued any shares. The Company has not issued any shares with differential voting rights or sweat equity or granted stock options.

8. MATERIAL CHANGES BETWEEN THE

DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR: - There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND

COMPANYS OPERATIONS IN FUTURE: - During the year under review there has been no such significant the regulators or courts or tribunals impacting the going concern status and companys operations in future.

10. ANNUAL RETURN

Kindly Take Note that the Annual Return as required under section 92 of the Companies Act, 2013 will be made available on the Website of the Company after Conclusion of the AGM in below link: (Link: http://www. lagnamspintex.com/Annual-return.html)

11. CORPORATE SOCIAL RESPONSIBILITY: - In pursuant to Section 135 of the Companies Act, 2013 read with rules framed there under a CSR Policy to ensure Social Responsibilities has been adopted. The CSR Policy has been uploaded on the website of the Company at following link: (http://www.lagnamspintex. com/policies)

In view of the profits and turnover of the company, your Company was required to undertake CSR projects during the year 2024-25 under the provisions of section 135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives under

"Corporate Social Responsibility (CSR)", the

Company has undertaken various activities, which are in accordance with CSR Policy of the Company and Schedule VII of the Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as "Annexure I".

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO: -

Energy conservation continues to be an area of major emphasis in our Company. Efforts are made to optimize the energy cost while carrying out the manufacturing operations. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section

134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,

2014, is annexed herewith as "Annexure II". 13. RECOGNITION & CERTIFICATIONS: -

The Company has following certifications:

USTERIZED CERTIFICATE

USTER TECHONOLOGIES AG of

Switzerland has renewed its authorization to use the "USTERIZED" trademark to your company, "A mark of quality

& trust", which is a prestigious quality authorization granted to only about 70 textiles mill in the world. In the standalone

Open-end spinning segment, LAGNAM was the first to get this authorization in the world.

Three Star Export House Certificate

The Company has been recognized as a

"Three Star Export House" by the Ministry of Commerce & Industry, Government of

India.

BCI Certificate

GOTS Certificate

Oeko-Tex Standard 100 Certificate

ISO 9001:2015 Certificate

AUDITORS

14. STATUTORY AUDITORS & AUDIT

REPORT: -

M/s A. L. Chechani & Co. Chartered Accountants, Bhilwara (Firm Registration No. 005341C), were appointed as Statutory

Auditors in place of the retiring Statutory

Auditors M/s. SSMS & Associates, Chartered Accountants (Firm Registration No. 019351C) at the 14^th Annual General Meeting held on 16^th

July, 2024 for five years till the conclusion of the Annual General Meeting to be held in the calendar year 2029. Accordingly, they have conducted Statutory Audit for the F.Y. 2024-25.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

15. INTERNAL AUDITORS: -

Pursuant to Section 138 of the Companies Act,

2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of

Directors, on the recommendations of the Audit Committee, of the Company, has appointed M/s Sunil Somani & Associates,

Chartered Accountants, Bhilwara, [ICAI Firm

Registration No. 013996C], as the Internal Auditors of the Company for the financial year

2024-2025 ended 31^st March 2025.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial year, to the Audit Committee and

Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

16. SECRETARIAL AUDITORS: -

The Board of Directors, on the recommendation of the Audit Committee, of the Company, has appointed M/s Sanjay Somani & Associates,

Company Secretaries, Bhilwara, [ICSI

Membership No. FCS- 6958 & Certificate of Practice No. 5270], as the Secretarial Auditors of the Company for the financial year 2024-

2025.

The Secretarial Audit Report in Form No.

MR-3 submitted by the said Secretarial Auditors, do not contain any adverse remarks and qualifications, hence do not call for any further explanation/s by the Company. The

Secretarial Audit Report in Form No. MR-3 submitted by theroles for the business said Secretarial Auditors, for the financial year 2024-2025 forms part of the Annual Report as "Annexure III" to the Boards report.

17. COST AUDITORS: -

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies

(Cost Records and Audit) Rules, 2014 as amended from time to time, your directors have appointed M/s N. D. Birla & Co., Cost Accountants (FRN: 000028), Ahmedabad being eligible, to conduct Cost Audit of the Company for the financial year 2024-25.

M/s N. D. Birla & Co., Cost Accountants (FRN: 000028), Ahmedabad have furnished a Certificate pursuant to Section 141(3)(g) and 148(5) of the

Companies Act, 2013 read with the rules made there under, Certificate arms length relationship with the Company and have confirmed about their not being disqualified for such appointment including re-appointment within the meaning of Section

141(3) of the Companies Act, 2013.

18. SUBSIDIARY, ASSOCIATES AND JOINT

VENTURE COMPANY: -

The Company does not have any subsidiary, associate or joint venture during the financial year 2024-25 as well as at the beginning or closing of the financial year therefore the financial statement is prepared on standalone basis and the requirement for disclosure in the Form AOC-1 is not applicable. Further that the Company is an associate of Lagnam Infotech Solutions Private Limited which is holding 50,34,000 equity shares representing 28.49% of total paid up equity share capital of the Company as on 31^st March, 2025.

19. BOARD OF DIRECTORS, THEIR

MEETINGS & KMP(s): -

I. Constitution of the Board

The Board of directors are comprising of total 7 (Seven) Directors, which includes 4 (Four) Independent Directors including 1 (One) Woman Independent director. The

Chairman of the Board is Promoter and Whole-Time Director. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

II. Board Independence

Our definition of ‘Independence of

Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act,

2013. The Company is having following independent directors:

(i) Mr. Jagdish Chandra Laddha (DIN:

00118527)

(ii) Mr. Vijay Singh Bapna (DIN: 02599024) (iii) Mr. Anil Shah (DIN: 00145396) (iv) Ms. Dipali Mathur (DIN: 07732611)

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years and shall not be liable to retire by rotation.

III. Declaration by the Independent Directors

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2024-25.

IV. Directors liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of the

Articles of Association of the Company,

Mr. Shubh Mangal (DIN: 01287935),

Executive Director- Whole-Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

V. Changes in Directors and Key Managerial

Personnel

There was no change in the composition of Directors and Key Managerial Personnel during the Financial Year 2024-25 However:

Mr. D. P. Mangal (DIN: 01205208), reappointed as Executive Chairman &

Whole Time Director of the Company at the meeting of the Board of Directors held on 29.04.2024 and approved by the shareholders of the Company at the Annual General Meeting of the Company held on 16.07.2024; for a term of 5 years effective from 01.04.2025."

Mr. Vijay Singh Bapna (DIN: 002599024), reappointed as Non-

Executive Independent Director of the Company at the meeting of the Board of Directors held on 29.04.2024 and approved by the shareholders of the Company at the Annual General Meeting of the Company held on 16.07.2024; for a second term of 5 consecutive years w.e.f. 09.09.2024.

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

S.N.	Name of Directors/KMP(s)	Nature of Directorship
1.	Mr. Dwarka Prasad Mangal (DIN: 01205208)	Executive Chairman
2.	Mr. Anand Mangal (DIN: 03113542)	Managing Director
3.	Mr. Shubh Mangal (DIN: 01287935)	Executive Director
4.	Mr. Vijay Singh Bapna (DIN: 02599024)	Independent Director
5.	Mr. Jagdish Chandra Laddha (DIN: 00118527)	Independent Director
6.	Mr. Anil Shah (DIN: 00145396)	Independent Director
7.	Ms. Dipali Mathur (DIN: 07732611)	Independent Director
8.	Mr. Devi Lal Mundra (PAN: AKUPM7207P)	Chief Financial Officer
9.	Mr. Rajeev Parashar (PAN: BLSPP2313P)	Company Secretary & Compliance Officer

VI. Meetings and Attendance of the Board

The Board meets at regular intervals to discuss and decide on company/business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 5 (Five) times in the

Financial Year 2024-25 viz. 29.04.2024, 03.08.2024, 11.11.2024, 08.02.2025 and 29.03.2025. The maximum interval between any two meetings did not exceed 120 days. Attendance of each director in board meeting as follows:

			Name of the Directors
Date of Meeting	Mr. D. P. Mangal	Mr. Anand Mangal	Mr. Shubh Mangal	Mr. Vijay Singh Bapna	Mr. Jagdish Chandra Laddha	Mr. Anil Shah	Ms. Dipali Mathur
29.04.2024	Yes	Yes	Yes	Yes	Yes	Yes	Yes
03.08.2024	Yes	Yes	Yes	Yes	Yes	Yes	Yes
11.11.2024	Yes	Yes	Yes	Yes	Yes	Yes	No
08.02.2025	Yes	Yes	Yes	Yes	Yes	Yes	Yes
29.03.2025	Yes	Yes	Yes	Yes	Yes	Yes	No

VII. Separate Meeting of Independent

Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 08^th February, 2025 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

VIII. COMPANYS POLICY ON

DIRECTORS APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), uploaded on companys website.

(Link-http://www.lagnamspintex. com/policies/policies)

IX. ANNUAL EVALUATION BY THE

BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Regulation

17 (10) of SEBI (Listing Obligations and

Disclosure Requirements) Regulations,

2015, the Nomination and Remuneration

Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as compositionoftheBoardandcommittees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire

Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

20. COMMITTEES OF THE BOARD: - The Company has following committees:

I. Audit Committee:

The Company has constituted Audit Committee as per requirement of section 177 of the Companies Act 2013 and Regulation 18 of the SEBI

(LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations,

2015 and Companies Act, 2013.The Audit Committee comprises following Directors of the Company:

S. N.	Name of Director	Nature of Directorship	Designation in Committee
	Mr. Jagdish	Independent
1			Chairman
	Chandra Laddha	Director
	Mr. Vijay Singh	Independent
2			Member
	Bapna	Director
		Independent
3	Mr. Anil Shah		Member
		Director
		Whole-time
4	Mr. D. P. Mangal		Member
		Director

During the financial year 2024-25, the Audit Committee met 4 (four) times on 29.04.2024,

03.08.2024, 11.11.2024 and 08.02.2025.

II. Nomination and Remuneration Committee:

The Company has constituted a

Nomination and Remuneration

Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Nomination and Remuneration

Committee comprises of the following Directors of the Company:

S. N.	Name of Director	Nature of Directorship	Designation in Committee
	Mr. Jagdish	Independent
1			Chairman
	Chandra Laddha	Director
		Independent
2	Mr. Anil Shah		Member
		Director
	Mr. Vijay Singh	Independent
3			Member
	Bapna	Director

During the financial year 2024-25, the Nomination and Remuneration Committee met on 29.04.2024.

III. Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee in accordance with section 178 of the

Companies Act, 2013 and the SEBI (LODR)

Regulations, 2015. The Committee considers and approves various requests regarding annual report and to redress complaints of the shareholders. The Stakeholders Relationship Committee comprises following Directors of the Company:

from m/s Nature Sanjay of Somani Designation &

S. N.	Name of Director	Directorship	in Committee
		Independent
1	Mr. Anil Shah		Chairman
		Director
	Mr. Vijay Singh	Independent
2			Member
	Bapna	Director
	Mr. Anand	Managing
3			Member
	Mangal	Director

During the financial year 2024-25, the

Stakeholders Relationship Committee met on 08.02.2025.

IV. Corporate Social Responsibility (CSR)

Committee:

The Company has constituted a CSR Committee in accordance with the provisionsofsection135oftheCompanies Act, 2013. The CSR Committee comprises the following Directors:

S. N.	Name of Director	Nature of Directorship	Designation in Committee
	Mr. Jagdish	Independent
1			Chairman
	Chandra Laddha	Director
		Whole-time
2	Mr. D. P. Mangal		Member
		Director
	Mr. Vijay Singh	Independent
3			Member
	Bapna	Director

During the financial year 2024-25, the Corporate

Social Responsibility Committee met on 29.04.2024.

21. CORPORATE GOVERANANCE: -

As the Members are aware, the securities

[Equity Shares] of the Company are migrated from SME Platform of National Stock Exchange of India Limited (NSE) namely NSE EMERGE to Main Board of National Stock Exchange of

India Limited, effective 30^th September 2021

(Scrip Code LAGNAM). Therefore, provisions relating to Corporate Governance provided in the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 [SEBI

LODR Regulations / Listing Regulations], are applicable to the Company consequent to such migration.

Your Directors are pleased to report that your Company has duly complied with the SEBI Guidelines on Corporate Governance for the year 2024-25 relating to the Listing Regulations.

A Certificate

Associates, Company Secretaries, Bhilwara,

(Membership No.: FCS6958 & COP No.: 5270) confirming compliance with conditions as stipulated under Listing Regulations is annexed to the Corporate Governance Report of the Company. The Corporate Governance report for the financial 2024-25 attached as

Annexure-IV.

22. RELATED PARTY TRANSACTIONS: -

All related party transactions that were entered during the financial year, were on the arms length basis and were in the ordinary course of business and do not attract the provisions of section 188 of the Companies Act, 2013. Thus, disclosure in form AOC-2 is not required. All Related Party Transactions were placed before the Audit Committee for approval. A policy on the related party Transitions was framed

& approved by the Board and posted on the Companys website at below link: (http:// www.lagnamspintex.com/policies) However, you may refer to Related Party transactions, as per the Accounting Standards, in the Notes forming part of financial statements.

23. INVESTORS EDUCATION AND PROTECTION FUND

During the financial year 2024-2025 ended

31st March 2025 under review, there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such, no specific details are required to be given or provided.

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: -

To prevent sexual harassment of women at work place, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on

9^th December, 2013 as amended from time to time. The Company has zero tolerance for sexual harassment at workplace in line with provisions of the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under for prevention and redressal of complaints of sexual harassment at workplace. During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. The Management of the Company endeavors to provide safe environment for the female employees of the Company.

25. RISK MANAGEMENT: -

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee. The Company has not made Risk Management Committee, but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.

26. VIGIL MECHANISM / WHISTLE BLOWER

POLICY: -

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section

177 (9) of the Companies Act, 2013 and the regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,

The Company has adopted a Whistle-Blower Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The details of the Vigil Mechanism Policy have posted on the website of the Company at following link: (http://www.lagnamspintex.com/policies)

27. PREVENTION OF INSIDER TRADING: -

In view of the SEBI (Prohibition of Insider

Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Insider Trading Policy have posted on the website of the Company at following link: (Link: http://www.lagnamspintex.com/policies)

The Code requires Trading Plan, pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. However, there were no such instances in the Company during the year 2024-25.

28. MEETINGS OF THE MEMBERS: -

During the year under review the Annual General Meeting of the Company was held on 16.07.2024. No any other meeting of the members held during the year.

29. MANAGEMENT DISCUSSION AND

ANALYSIS REPORTS: -

As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements)

Regulations, 2015 ("Listing Regulations"), the management Discussion and Analysis Report of the Company for the year ended is set out in this Annual Report as "Annexure V." 30. REGISTRAR AND SHARE TRANSFER

AGENT: -

The Company has appointed Bigshare Services Private Limited as its Registrar and Share

Transfer Agent. The Corporate Office of Bigshare Services Pvt. Ltd. situated at "Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East)

Mumbai – 400093, Maharashtra, India.

31. DEMATERIALISATION OF SECURITIES

The Companys Equity Shares are admitted in the system of Dematerialization by both the

Depositories namely NSDL and CDSL. As on

31^st March 2025, all 1,76,69,000 equity shares dematerialized through depositories viz.

National Securities Depository Limited and Central Depository Services (India) Limited, which represents whole 100% of the total issued, subscribed and paid-up capital of the

Company as on that date. The ISIN allotted to your Company is INE548Z01017. Status of the securities as on 31.03.2025 hereunder:

	CDSL	%	NSDL	%	TOTAL	%
Shares in Demat	77,73,297	43.99	98,95,703	56.01	1,76,69,000	100.00
Physical Shares	NIL	NIL	NIL	NIL	NIL	NIL

32. COMPLIANCES OF SECRETARIAL STANDARDS: -

The Board of Directors confirms that the

Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1

(‘SS-1) on Meetings of the Board of Directors and Secretarial Standard -2 (‘SS-2) on General Meetings, during the financial year 2024-2025 ended 31 March 2025.

33. HUMAN RESOURCES: -

The Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

34. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN

EMPLOYEES REMUNERATION AND PARTICULARS OFEMPLOYEES: - Pursuant to provision of section 197 of

Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the details of employees given in the "Annexure VI".

During the year, none of the employees received remuneration in excess of Rs. One Crore Two Lakhs or more per annum, or Rs. Eight Lakhs Fifty Thousand per month for the part of the year, in accordance with the provisions of Section 197 of the Companies

Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

35. CHANGE IN THE NATURE OF BUSINESS: -

During the year under review there is no change in the nature of the business and commercial activities of the company.

36. INDUSTRIAL RELATIONS: -

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

37. DEPOSITS: -

During the financial year 2024-2025 ended

31 March 2025 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the

Companies (Acceptance of Deposits) Rules, 2014 (as amended). As such, no specificdetailsprescribedin Rule audit observations and 8(1) of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

38. CODE OF CONDUCT: -

Regulation 17(5) of the SEBI (LODR)

Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same is hosted on the website of the company at following link: (http://www.lagnamspintex. com/policies)

39. PARTICULARS OF LOANS, GUARANTEES

OR INVESTMENTS MADE UNDER

SECTION 186 OF THE COMPANIES ACT,

2013: -

During the financial year 2024-2025 ended 31st

March, 2025 under review, the Company has neither granted loan/s (secured or unsecured), provided guarantees or securities in connection with any loan/s availed by others nor made any investments pursuant to the provisions of Section186 the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). As such, no specific details are required to be given or provided.

40. INTERNAL FINANCIAL CONTROL FOR

FINANCIAL STATEMENTS

The Company has adequate system of internal controls commensuration with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

The Company has appointed Internal Auditors and the scope and authority of the Internal

Audit (IA) function is defined in the procedure and appointment letter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit and process the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant corrective actions thereon, if any, are presented to the Audit Committee of the Board.

The Company works in a dynamic business environment and adopts the appropriate internal financial controls, to establish reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes inducting and maintaining such business policies and procedures as may be required to successfully conduct the business of the company and maintain such records as to correctly record the business transaction, assets and liabilities of the company in such a way that they help in prevention & detection of frauds & errors and timely completion of the financial statements.

41. INTERNAL CONTROL SYSTEMS: -

The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

Timely and accurate financial reporting in accordance with applicable accounting standards.

Optimum utilization, efficient monitoring, timely maintenance, and safety of its assets.

Compliance with applicable laws, regulations, and management policies.

42. DISCLOSURE FOR FRAUD AGAINST THE

COMPANY: -

In terms of provision of section 134(3) (ca) of the

Companies Act, 2013, There were no instances of fraud which are reported by Auditors of the Company under section 143(12) of the

Companies Act, 2013 to the Audit Committee.

43. DIRECTORS RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under section

134(3)(C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that: (i) In the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards had been followed along with proper explanationrelatingtomaterialdepartures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31^st, 2025 and of the profit and loss of the company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The Directors had laid down Internal

Financial Controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

44. DIFFERENCE IN VALUATION: -

During the year under review there was no case of one-time settlement with financial institution so the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions are not applicable to the company.

45. SUSPENSION OF TRADING: -

The equity shares of the Company have been listed and actively traded on Main Board of

National Stock Exchange of India Limited.

There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2024-2025.

46. DETAILS OF APPLICATION MADE OR

ANY PROCEEDING PENDING UNDER

THE IBC 2016:

During the year under review no application was made further no any proceeding pending under the Insolvency and Bankruptcy Code,

2016 (31 of 2016) against the company.

47. ACKNOWLEDGEMENT: -

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Auditors, Advisors

& Consultants, other Intermediary service provider/s and other Investor/s for their continuous support for the working of the Company. The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance received by the Company from the Central – State – Local Government and other regulatory authorities, Bankers and Members. The Directors also record their appreciation of the dedication of all the employees at all levels for their support and commitment to ensure that the Company continues to grow.

	For and on Behalf of the
	Board of Directors
	D. P. Mangal
Place : Bhilwara	Executive Chairman
Date : 16th April 2025	DIN: 0120520