Lagnam Spintex Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 14 Annual Report on the Business and operations of your Company along with the Audited Financial Statements for the year ended 31 March, 2024:

1. FINANCIAL RESULTS:

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

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
Turnover: a) Domestic	23287.09	16901.70
b) Export	20463.15	13564.23
Revenue from Operations	43750.24	30465.93
Other Income	28.74	22.72
Total Revenue	43778.98	30488.65
Pro t before Finance Cost, Depreciation & Tax (PBIDT)	4536.60	3103.10
Less: Financial expenses (Net)	1526.12	1097.64
Pro t before Depreciation & Tax (PBDT)	3010.48	2005.46
Less: Depreciation	928.62	733.14
Pro t Before Tax (PBT)	2081.86	1272.32
Less: Current Tax (Net)	343.58	209.46
MAT Credit Entitlement (Entitlement/ Utilisation)	(343.58)	69.71
Tax of Earlier years	(17.72)	(1.41)
Deferred Tax	642.26	18.28
Pro t After Tax (PAT)	1457.32	976.28
Other Comprehensive Income	8.94	4.60
Pro t available for appropriation	1466.26	980.88
Earning Per Equity Share- Annualized (Basic & Diluted)	8.25	5.53

2. OPERATIONAL EFFICIENCY & STATE OF

AFFAIRS

REVENUE FROM OPERATIONS:

Your directors are pleased to report that, your Company has recorded highest ever revenue of 43750.24 Lacs from the operations in the current year as against 30465.93 Lacs in the previous year, a signi cant advancement of 43.60%.

The increase in revenue during the year can be attributed primarily to the commissioning of the Expansion Project of 41,472 spindles at a cost of 21800.00 Lacs to produce 100% Cotton "Compact

Yarn", two months ahead of schedule. The Expansion Project has commissioned without any time and cost overrun w.e.f. 31 January, 2024 as against the scheduled date of commissioning i.e. 01 April, 2024.

Export Production (In MT)

T h e C o m p a n y h a s registered Export revenue of 20463.15 Lacs in the current scal year as against 13564.23 Lacs in the previous year, a substantial leap of 51%.The Export quantum has recorded at 7889 MT in the

Fiscal Year as against 4067 MT in the previous year, a jump of 94%. Exports constitute 46.77% of the total revenue of the Company.

The increase in exports were mainly led by robust demand of cotton yarn after the rst half of the scal year in international markets and introduction of new range of products with the Expansion Project of 41472 spindles of Compact Cotton Yarn. After commissioning the Expansion project, the company has expanded its presence into new overseas markets by adding new better margin products to its portfolio.

PROFITABILITY:

Your directors are pleased to report that as a result of higher revenue from the operations, optimum capacity utilization and thrust on value addition products by adding "Compact Cotton Yarn" in the product portfolio, the Company has registered signi cant growth as under:

The operating pro t (PBITDA) of the Company has increased to 4536.60 Lacs in the current year under review as compared to 3103.10

Lacs in the previous year, a signi cant growth of about 46%.

The Cash Pro t (PBDT) of the Company for the current year has increased to 3010.48 Lacs as against 2005.46 Lacs, an impressive spike of about 50% over the previous year.

The Pro t after Tax (PAT) of the Company has increased to 1457.32 Lacs for the current year as against 976.28 Lacs in the previous year and registered an upsurge of about 49%.

The Earning per Share for the current year has increased to 8.25/- per equity share of the Company as against 5.53/- per equity share in

the previous year and registered substantial advancement.

The Finance Cost of the Company rose to

1526.12 Lacs in the current year from

1097.64 Lacs in the previous year, despite implementation of the Expansion Project of 41,472 spindles at a cost of 218.00 Crores during the Fiscal Year.

Despite a signi cant increase in turnover by 43.60% and implementation of the Expansion Project during the year, the Finance Cost as a percentage of revenue decreased from 3.60% in the previous year to 3.49% in the current year. Better working capital management and leveraging on exports with lower interest rates are the major deriving factors to lower the cost.

Your Directors are happy to inform you that Solar Power Plant(s) with a capacity of 2708 KWP was commissioned in September, 2023. The full bene t of which will accrue in upcoming years.

3. EXPANSION PLAN

Your Directors are pleased to report that, the Companys Expansion project for installation of 41,472 spindles of 100% compact cotton yarn at a cost of Rs. 218.00 Cr. having Production Capacity of approx. 34.35 tonnes cotton yarn per day has been completed and the commercial production has started w.e.f. 31 January, 2024, two months before the scheduled date of commissioning i.e. 01 April, 2024.

The expansion has been implemented with the state of the Art and most modern technologies with all latest automations and digitalization as this determines the Quality, productivity of machines and labour, which in turn, improves the production, operating cost and pro tability of the Company.

The company is receiving very good response from both overseas and domestic markets for the "Compact Cotton Yarn". Capitalizing on this opportunity, the company has expanded its presence by venturing into new overseas markets.

4. CAPTIVE SOLAR POWER PLANT

Your company have availability of existing capacity of 4403 KWP of Solar power on Roof Top of the Factory Buildings and adding further capacity of 675 KWP, which will help in reducing the energy cost of your company.

The company has placed order for the additional capacity and delivery of equipments has already started and the plant will be fully commissioned during second quarter of the FY 2024-25. The full bene t of which will accrue in upcoming years.

5. DIVIDEND

Your Directors are pleased to recommend a nal Dividend of Rs. 0.50/- per Equity Share on the fully paid-up Equity Shares of Rs. 10/- each for the nancial year 2023-24 i.e. 5% of per equity share, subject to approval of the shareholders at the ensuing Annual General Meeting. (Previous year 2022-23- NIL)

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 31.03.2024 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) Equity 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 nancial position of the Company which have occurred between the end of the nancial year of the Company to which the nancial 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 signi cant and material orders passed by 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:

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

In view of the pro ts and turnover of the company, your Company was required to undertake CSR projects during the year 2023-24 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 certi cations:

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 rst to get this authorization in the world.

Three Star Export House Certi cate

The Company has been recognized as a "Three Star Export House" (Upgraded from Two Star to Three Star during the year) by the Ministry of Commerce & Industry, Government of India.

BCI Certi cate

GOTS Certi cate

Oeko-Tex Standard 100 Certi cate

ISO 9001:2015 Certi cate

AUDITORS

14. STATUTORY AUDITORS & AUDIT REPORT

M/s SSMS & Associates Chartered Accountants, Bhilwara (Firm Registration No. 019351C), were appointed as Statutory Auditors at the 9 Annual

General Meeting held on 9 September, 2019 for ve years till the conclusion of the Annual General Meeting to be held in the calendar year 2024. Accordingly, they have conducted Statutory Audit for the F.Y. 2023-24.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has con rmed that they hold a valid certi cate 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 A. L. Chechani & Co.,

Chartered Accountants, Bhilwara, [ICAI Firm Registration No.- 005341C], as the Internal Auditors of the Company for the nancial year 2023-2024 ended 31 March 2024.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the nancial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and quali cations 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/sSanjay Somani & Associates, Company Secretaries, Bhilwara, [ICSI Membership No. FCS- 6958& Certi cate of Practice No. 5270], as the Secretarial Auditors of the Company for the nancial year 2023-2024.

The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors, do not contain any adverse remarks and quali cations, hence do not call for any further explanation/s by the Company. The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors, for the nancial year 2023-2024 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 nancial year 2023-24.

M/s N. D. Birla & Co., Cost Accountants (FRN: 000028), Ahmedabad have furnished a Certi cate of their eligibility for appointment pursuant to Section 141(3)(g) and 148(5) of the Companies Act, 2013 read with the rules made there under, Certi cate for independence and arms length relationship with the Company and have con rmed about their not being disquali ed 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 nancial year 2023-24 as well as at the beginning or closing of the nancial year therefore the nancial 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 March, 2024.

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 including1 (One) Woman Independent director. The Chairman of the Board is Promoter and Whole-Time Director. The Board members are highly quali ed with the varied experience in the relevant eld of the business activities of the Company, which plays signi cant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

II. Board Independence

Our de nition 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 ( ve) 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 ful ll the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2023-24.

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. D.P. Mangal

(DIN: 01205208), Executive Chairman & 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 2023-24. However, Mr. Shubh Mangal (DIN: 01287935), Executive Whole Time Director, was reappointed at the Annual General Meeting held on July 28 , 2023, who was liable to retire by rotation."

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 Of cer
9. Mr. Rajeev Parashar (PAN: BLSPP2313P)	Company Secretary& Compliance Of cer

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 2023-24 viz. 20.05.2023, 07.08.2023, 09.11.2023, 12.02.2024 and 30.03.2024. 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
20.05.2023	Yes	Yes	Yes	Yes	Yes	Yes	Yes
07.08.2023	Yes	Yes	Yes	Yes	Yes	Yes	Yes
09.11.2023	Yes	Yes	Yes	Yes	Yes	No	No
12.02.2024	Yes	No	Yes	Yes	Yes	Yes	No
30.03.2024	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 12 February, 2024 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 ow of 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 quali cations, 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 composition of the Board and committees, experience & expertise, performance of speci c 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
1 Mr. Jagdish Chandra Laddha	Independent Director	Chairman
2 Mr. Vijay Singh Bapna	Independent Director	Member
3 Mr. Anil Shah	Independent Director	Member
4 Mr. D. P. Mangal	Whole-time Director	Member

During the nancial year 2023-24, the Audit Committee met 4 (four) times on 20.05.2023, 07.08.2023, 09.11.2023 and 12.02.2024.

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
1 Mr. Jagdish Chandra Laddha	Independent Director	Chairman
2 Mr. Anil Shah	Independent Director	Member
3 Mr. Vijay Singh Bapna	Independent Director	Member

During the nancial year 2023-24, the Nomination and Remuneration Committee met on 20.05.2023.

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:

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

During the nancial year 2023-24, the Stakeholders Relationship Committee met on 12.02.2024.

IV. Corporate Social Responsibility (CSR) Committee:

The Company has constituted a CSR

Committee in accordance with the provisions of section 135 of the Companies Act, 2013. The CSR Committee comprises the following Directors:

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

During the nancial year 2023-24, the Corporate Social Responsibility Committee met on 20.05.2023.

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 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 2023-24 relating to the Listing Regulations. A Certi cate from statutory auditors, M/s SSMS & Associates, Chartered Accountants, Bhilwara, (Firm Registration No. 019351C) con rming compliance with conditions as stipulated under Listing Regulations is annexed to the Corporate Governance Report of the Company. The Corporate Governance report for the nancial 2023-24 attached as "Annexure-IV".

22. RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the nancial 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:

(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 nancial statements.

23. INVESTORS EDUCATION AND PROTECTION FUND

During the nancial year 2023-2024 ended 31 March 2024 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 speci c 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 noti ed on 9 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-de ned 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 identi ed 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 de ned 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:

(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 2023-24.

28. MEETINGS OF THE MEMBERS

During the year under review the Annual General Meeting of the Company was held on 28.07.2023. 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 Of ce of Big share Services Pvt. Ltd. situated at "Of ce 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 March 2024, 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 31.03.2024 hereunder:

	CDSL	%	NSDL	%	TOTAL	%
Shares in Demat	81,34,067	46.04	95,34,933	53.96	1,76,69,000	100.00
Physical Shares	NIL	NIL	NIL	NIL	NIL	NIL

32. COMPLIANCES OF SECRETARIAL STANDARDS

The Board of Directors con rms 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 nancial year 2023-2024 ended 31 March 2024.

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 OF EMPLOYEES

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 nancial year 2023-2024 ended 31 March 2024 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 speci c details prescribed in Rule 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:

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

39. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the nancial year 2023-2024 ended 31 March, 2024 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 speci c 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 de ned 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. Signi cant audit observations and 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 nancial controls, to establish reliability of nancial reporting and the preparation of nancial 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 nancial 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 nancial reporting in accordance with applicable accounting standards.

Optimum utilization, ef cient 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 con rmed that:

(i) In the preparation of the annual accounts for the nancial year ended 31 March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 st

at March 31 , 2024 and of the pro t and loss of the company for that period;

(iii) The directors had taken proper and suf cient 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 nancial 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 nancial 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. CREDIT RATING

During the year 2023-24, India Ratings and Research Private Limited has assigned the ratings of Bank Loan facilities of the Company and following credit ratings assigned: -

Facilities	Rating
Long-Term Loans	IND BBB- / Negative
Fund Based Facilities	IND BBB-/Negative/IND A3
Non Fund Based Facilities	IND A3

46. 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 2023-2024.

47. 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.

48. 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
Place : Bhilwara	D. P. Mangal
Date : 29.04.2024	Executive Chairman
	DIN: 01205208