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)

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 company's 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 Company's 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 Company's 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 Company's 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 Director's
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
Company's 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 Company's 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:-

• 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:-

*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:-

*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:-

*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 Company's 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 Company's
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 Company's 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 arm's 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 Company's 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 Company's 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 Company's 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

Management's 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 Company's 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 employee's 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 Company's
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 Company's shareholders, customers, suppliers for the support and the confidence
which they have reposed in the management.

By the order of Board of Directors
Aanandalakshmi Spinning Mills Limited

Devender Kumar Agarwal
Managing Director & CFO
DIN:00042156

Manish Gupta

Place: Secunderabad Director

Date: 12.08.2024 DIN: 00526638