The Directors are pleased to present the 13^th Annual Report on the Business and Operations of your Company along with the Audited Financial Statements for the year ended 31^s' March 2023:

1. FINANCIAL RESULTS

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

2. OPERATIONAL RESULTS & STATE OF AFFAIRS: REVENUE FROM OPERATIONS:

The revenue from operations during the year under review is at ? 30465.93 Lacs against ? 34844.14 Lacs in the previous year, a decrease of 12.56%. The revenue has mainly decreased because of high raw material prices with extreme volatility, change in "Product-Mix" due to market demand and Global Scenario due to Russia-Ukraine war.

Exports Sales has reduced from ? 20124.27 Lacs in the previous year to ? 13564.23 in the current year. Exports constitute 44.52% of the total revenue of the Company. Due to lower cotton crop in India; cotton prices were very high in domestic market in comparison to international market after first quarter

onwards of the year under review and consequently exports of yarn became uncompetitive. Margins in export market were under pressure after the first quarter of the year due to lower demand in European Market as affected tremendously by Russia-Ukraine war. Due to lower exports from India there was selling pressure in domestic market as a

result of which margins contracted. Despite all of the disruption due lower export demand and unfavorable pricing situations your company continued the manufacturing operations of the units during the year under review.

PROFITABILITY:

The operating profit (PBITDA) of the Company has decreased to ? 3103.10 Lacs in the current year under review as compared to? 5894.40 Lacs in the previous year. As percentage to revenue from operations the operating profits (PBITDA) decreased from 16.92% in previous year to 10.19% in current year.

The performance of the First quarter of the year was satisfactory. However, from the second quarter of the year due to Russia-Ukraine war, highest cotton prices in the history of Indian Cotton textile,global slowdown, high Inflation rate resulted inlow demand in Export market due to which the Margins remains under pressure during the year under review.

The Cash Profit (PBDT) of the Company for the current year has decreased to ? 2005.46 Lacs as against ? 4806.82 Lacs in the previous year. The finance cost for the year under review has increased marginally from ? 1087.58 in the previous year to ? 1097.64. Despite higher raw material prices and global disruptions faced during the year, your Company has reported Net Profit After Tax (PAT) of? 976.28 during the year.

3. EXPANSION PLAN:

As an expansion and diversification strategy of the Company, your Company has already announced an expansion pi'oject of 41,472 spindles of 100% compact cotton yarn at a cost of? 218.00 Cr. having production capacity of approx. 34.35 tonnes cotton yarn per day, at its existing manufacturing facility situated at A 51-53, RIICO Growth Centre Hamirgarh, Bhilwara, Rajasthan. The Company has incurred project expenditure of ? 38.81 crores and we have also placed firm order with advance to various machine suppliers amounting to? 123.77 crores upto 31^st March 2023.

This expansion is planned 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 the labour, which in turn, improves the production, operating cost and profitability of the Company. Delivery of

machineries have started and building structure is almost ready to install the machines. The Expansion Project is estimated to be commissioned before the scheduled commissioning date of 01^s1 April, 2024. The Expansion Project is also eligible for 5% Interest Subsidy on term loan for a period of 5 years, Capital subsidy on eligible fixed capital investment and other benefits under the Rajasthan Investment Promotion Scheme (RIPS), 2022.

4. CAPTIVE SOLAR POWER PLANT:

Your company has existing capacity of 1695 KWP of Solar power and adding further capacity of2708 KWP on Roof top of the New Expansion building, which will help in reducing the energy cost of your company. The company has placed order on Turnkey Basis at the total cost of ? 12.15 Corers on Tata Power Company Ltd. through their channel partner. The delivery of equipments has already started and the plant will be fully commissioned by 15"’ August 2023.

5. DIVIDEND:

To conserve the resources for the ongoing Expansion Project & to augment the working capital of the Company, your Directors do not recommend any dividend for the Financial Year 2022-2023.

Previous year, shareholders had approved final Dividend of ? 0.50 per Equity Share on the fully paid-up Equity Shares of? 10/- eachfor the financial year 2021-22 on recommendation of the Board of Directors and the board of directors had also declared and paid an Interim Dividend of 5% i.e. ? 0.50 per Equity Share on the fully paid-up equity shares of ? 10/- each for the FY 2021-22.

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 31.03.2023 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

I, 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 COMPANY’S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s 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)

II. 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 profits and turnover of the company, your Company was required to undertake CSR projects during the year 2022-23 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 Responsibiliiy (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 H".

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 qualify 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.

• Two Star Export House Certificate

• BCI Certificate

• GOTS Certificate

• Oeko-Tex Standard 100 Certificate

• ISO 9001:2015 Certificate AUDITORS

14. STATUTORY AUDITOR & AUDIT REPORT:

M/s SSMS & Associates Chartered Accountants, Bhilwara (Firm Registration No. 019351C), were appointed as Statutory Auditors at the 9^th Annual General Meeting held on 9^th September, 2019 for five 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. 2022-23 and shall continue to be Statutory Auditors for the F.Y. 2023-24.

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 A. L. Chechani & Co., Chartered Accountants, Bhilwara, [ICAI Firm Registration No.- 005341C], as the Internal Auditors of the Company for the financial year 2022-2023 ended 31^st March, 2023.

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 2022-2023.

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 the said Secretarial Auditors, for the financial year 2022-2023 forms part of the Annual Report as "Annezure III" to the Board’s 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 2022-23.

M/s N. D. Birla & Co., Cost Accountants (FRN: 000028), Ahmedabad have furnished a Certificate 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, Certificate for independence and arms’ length relationship with the Company and have confirmed about their not being disqualified for such appointment including reappointment 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 2022-23 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, 2023.

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) Women 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 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 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 (11) Mr. Vijay Singh Bapna (iii) Mr. Anil Shah

(iv) Ms. Dipali Mathur

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 2022-23.

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

V. Changes in Directors and Key Managerial Personnel

There were some changes in the composition of Directors and Key Managerial Personnel during the Financial Year 2022-23 as under:

• Mr. Anand Mangal (DIN: 03113542), reappointed as Managing Director of the Company at the meeting of the Board of Directors held on 16.04.2022 and approved by the shareholders of the Company at the Annual General Meeting of the Company held on 28.06.2022; for a period of 5 (five) years w.e.f. 01.04.2023.

• Mr. Shubh Mangal (DIN: 01287935), reappointed as Whole Time Director of the Company at the meeting of the Board of Directors held on 16.04.2022 and approved by the shareholders of the Company at the Annual General Meeting of the Company held on 28.06.2022; for a period of 5 (five) years w.e.f. 21.02.2023.

• Mr. Jagdish Chandra Laddha (DIN: 00118527), reappointed as Non-Executive Independent Director of the Company at the meeting of the Board of Directors held on 16.04.2022 and approved by the shareholders of the Company at the Annual General Meeting of the Company held on 28.06.2022; for a second term of 5 consecutive years w.e.f. 10.02.2023.

• Mr. Anil Shah (DIN: 00145396),

reappointed as Non-Executive

Independent Director of the Company at the meeting of the Board of Directors held on 16.04.2022 and approved by the shareholders of the Company at the Annual General Meeting of the Company held on 28.06.2022; for a second term of 5 consecutive years w.e.f. 10.02.2023.

• Ms. Dipali Mathur (DIN: 07732611),

reappointed as Non-Executive

Independent Director of the Company at the meeting of the Board of Directors held on 16.04.2022 and approved by the shareholders of the Company at the Annual General Meeting of the Company held on 28.06.2022; for a second term of 5 consecutive years w.e.f. 10.02.2023.

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

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 14^th February, 2023 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 of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

Vm. COMPANY’S 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 company’s 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 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:

During the financial year 2022-23, the Audit Committee met 4 (four) times on 16.04.2022, 28.07.2022, 11.11.2022 and 14.02.2023.

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:

During the financial year 2022-23, the Nomination and Remuneration Committee met on 16.04.2022.

III. Stakeholder’s 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:

During the financial year 2022-23, the Stakeholders’ Relationship Committee met on 14.02.2023.

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:

During the financial year 2022-22, the Corporate Social Responsibility Committee met on 16.04.2022.

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

2022-23 relating to the Listing Regulations. A Certificate from statutory auditors, M/s SSMS & Associates, Chartered Accountants, Bhilwara, (Firm Registration No. 019351C) 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 2022-23 attached as Annexure-IV.

22. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered during the financial year, were on the arm’s 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 beforethe Audit Committee for approval. A policy on the related party Transitions was framed & approved by the Board and posted on the Company’s 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 financial statements.

23. INVESTORS EDUCATION AND PROTECTION FUND:

During the financial year 2022-2023 ended 31^st March 2023 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 workolace.

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:

(Link:http://www.lag namspintex.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 Company’s 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 2022-23.

28. MEETINGS OF THE MEMBERS:

During the year under review the Annual General Meeting of the Company was held on 28.06.2022. 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, 6^th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093, Maharashtra, India.

31. DEMATERIALISATION OF SECURITIES:

The Company’s Equity Shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. As on 31^st March 2022, 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 31.03.2023 hereunder:

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 2022-2023 ended 31^st March 2023.

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 EMPLOYEE’S 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 financial year 2022-2023 ended 31^st March 2023 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 specific 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 financial year 2022-2023 ended 31^st March, 2023 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 Section 186 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 (LA.) 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 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 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 Company’s 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, 2023, 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 at March 31^st, 2023 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. CREDIT RATING:

During the year 2022-23, India Ratings and Research Private Limited has assigned the ratings of Bank Loan

facilities of the Company and following credit ratings assigned:

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 2022-2023.

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.