Directors Report of Alstone Textiles (India) Ltd.

Mar 31, 2024

The Directors have pleasure in presenting before you the Thirty Ninth (39^th) Annual Report along with the audited standalone and consolidated financial statements for Financial Year 2023-24. This report read with the Management Discussion and Analysis include details of the macro-economic scenario, Company’s performance, various initiatives taken by the Company as well as its approach to risk management.

The Directors have pleasure in submitting this 39^th Annual Report of Alstone Textiles (India) Limited along with the audited financial statements for the financial year ended March 31, 2024.

1) FINANCIAL SUMMARY HIGHLIGHTS

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

Particulars	F.Y- 2023-24	F.Y- 2022-23
Total Income	848.91	3,016.78
Total Expense	432.59	564.16
Profit before Tax	416.32	2452.62
Less: Provision for Tax	-	-
Current Tax	-	0.50
MAT Credit Entitlement	-	-
Earlier Year tax	-	-
Deferred Tax	(0.01)	-
Net Profit after Tax	416.81	2,452.12

2) REVIEW OF OPERATIONS:

During the year under review, the Company has recorded a total income of Rs. 848.91 Lakhs and Net Profit after tax of Rs. 416.81 Lakhs as against the total income of Rs. 3016.78 Lakhs and Net Profit of Rs. 2452.12 Lakhs in the previous financial year. The Directors are optimistic about future performance of the Company.

3) BUSINESS UPDATE STATE OF COMPANY’S AFFAIRS:

The information on Company’s affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

4) WEB ADDRESS OF ANNUAL RETURN

The Web Address where Annual Return of the Company for the Financial Year 2023-24 referred in sub-section (3) of Section 92 has been placed at: http://www.alstonetextiles. in/

5) CHANGE IN NATURE OF BUSINESS

There was no change in the nature of the business of the Company.

6) DIVIDEND

The company is not able to recommend any dividend. But the directors are hopeful better result in ensuring future.

7) TRANSFER TO RESERVES

The Company did not transfer any amount to the General Reserves.

8) SHARE CAPITAL

During the Financial year 2023-24, Authorized Share Capital of the company ? 1,28,00,00,000 (divided into 1,28,00,00,000 shares of ^ 1 each) and Paid-up Share Capital of the company ^ 1,27,48,00,000 (1,27,48,00,000 shares of ^ 1 each). The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company, under any scheme.

9) DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

10) SUBSIDARIES, ASSOCIATE AND JOINT VENTURECOMPANIES

There are no Subsidiaries, Associate and Joint venture companies of the Company.

11) BOARD OF DIRECTORS

The detailed profile of the Directors seeking Appointment/Re- appointment is given in the explanatory statement accompanying notice to AGM and additionally in the Corporate Governance Report forming part of the Annual Report.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any pecuniary relationship or transactions with the Company.

As required under Regulation 34(3) read with Schedule-V Para C (10)(i) of LODR, Certificate from the Mrs. Parul Agarwal, Practicing Company Secretary that none of the Company’s Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an Annexure to the Corporate Governance Report.

The following changes have taken place in the Composition of the Board of Directors during the Financial Year 2023-24:

1. Ms. Rajni Tanwar (DIN: 08201251) and Mr. Pankaj Saxena (DIN: 08162590) Non-Executive & Independent Directors of the Company has resigned from their directorship of the Company with effect May 26, 2023.

2. Mr. Bhupendra Kaushik (DIN: 07016552) and Ms. Prerna Singh (DIN: 10153909) as an Additional Director (Non-Executive & Independent) on the Board of the Company w.e.f. May 26, 2023 who shall hold office till the conclusion of ensuing Annual General Meeting. The Board recommends his appointment at the upcoming Annual General Meeting of the Company.

3. Mr. Ramesh Kumar (DIN: 00537325) was appointed as an Additional Non-Executive & Non Independent Director of the Company w.e.f., August 11, 2023 who shall hold office till the conclusion of ensuing Annual General Meeting. The Board recommends his appointment at the upcoming Annual General Meeting of the Company.

The following changes have taken place in the Composition of the Board of Directors after the Financial Year 2023-24:

1. Mr. Luv Sharma (DIN: 09480544) was appointed as an Additional Non-Executive & Independent Director of the Company w.e.f., August 13, 2024 who shall hold office till the conclusion of ensuing Annual General Meeting. The Board recommends his appointment at the upcoming Annual General Meeting of the Company.

2. Ms. Reema Magotra (DIN: 09804839) was appointed as an Additional Non-Executive & Independent Director of the Company w.e.f., July 10, 2024 who shall hold office till the conclusion of ensuing Annual General Meeting. The Board recommends his appointment at the upcoming Annual General Meeting of the Company.

3. Ms. Prerna (DIN: 10153909) and Mr. Tushar Rai Sharma (DIN: 09211414) Non-Executive & Independent Directors of the Company has resigned from their directorship of the Company with effect July 08^th, 2024 and July 09^th August 2024.

A. DIRECTORS RETIRES BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Deepak Kumar Bhojak, Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment.

B. INDEPENDENT DIRECTORS

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy for Familiarization Programme of Independent Director is also placed on Website of the company i.e.,

http://www.alstonetextiles.in/resource/Share_Holders_Information/Policies.aspx respectively.

During the Year, one (1) Meeting held in the F.Y. 2023-24 on 23^rd November, 2023 of the Independent Directors.

C. DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Mr. Pankaj Saxena and Mr. Tushar Rai Sharma were the Independent Directors of the Company as on March 31, 2023 and After closure of the financial year 2022-23, Mr. Pankaj Saxena had resigned from his designation citing personal reason on 26^th May 2023 and on the same date Ms. Prerna Singh and Mr. Bhupendra Kaushik was appointed as Independent Director and is still as on date.

The Company has received declarations from the Independent Directors to the effect that (a) they fulfill the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date (“Listing Regulations”) (b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties (d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the Company’s Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmers for Familiarization for the Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations the details of the Familiarization Programmed for Independent Directors are available at the Company’s website.

D. COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company’s Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company’s website at the web-link: http://www.alstonetextiles.in/resource/Share Holders Information/Policies.aspx

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such as qualifications, positive attributes, independence as set out in the aforementioned policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in consonance with the tenets as laid down in the Remuneration Policy Depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry the concerned individuals get the best possible remuneration packages permissible under the applicable laws, so that the Company gets to retain the best of quality and talent.

E. BOARD EVALUATION

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The performance of Non-Executive Directors, the Board as a whole and the Chairman of the Company was evaluated by Independent Directors, after taking into account the views of the Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

F. COMPANY SECRETARY

Mrs. Shradha Sharma, an Associate Member of the ICSI, has been appointed, by the Board of Directors, as Company Secretary and Compliance Officer of the Company with effect from March 1, 2021.The same is continued till date.

G. CHTEF FINANCIAL OFFICER

Mr. Deepak Verma was appointed, by the Board of Directors of the Company, as Chief Financial Officer of the Company with effect from April 24, 2019. The same is continued till date.

H. KEY MANAGERIAL PERSONNEL

The following persons are designated as Key Managerial Personnel of the Company pursuant to Section-2(51) and Section-203 of the Act, read with the Rules framed thereunder:

A. Mr. Deepak Kumar Bhojak, (Managing Director).

B. Mr. Deepak Verma, (Chief Financial Officer).

C. Ms. Shradha Sharma, (Company Secretary).

12. DIRECTORS’ RESPONSIBILITY STATEMENT:

In Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) The Directors have 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 at the end of the financial year and of the profit of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of 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;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during F.Y.2023-24.

13. MEETINGS

(a) BOARD MEETINGS

The Board of Directors met 8 times during the F.Y.- 2023-24. The dates on which meetings were held are 12/04/2023, 26/05/2023, 11/08/2023, 24/08/2023, 05/09/2023, 16/10/2023, 10/11/2023, and 01/02/2024.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 / Companies Act, 2013. The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:

Name of Director’s	Designation	Category	Number of Board Meetings		Attendance of Last AGM
			Members entitled to Attend	Directors attended
Mr. Deepak Kumar Bhojak	Managing Director	Executive	8	8	Yes
Mr. Bhupendra Kaushik	Director	Non-Executive & Independent	6	6	Yes
Ms. Prerna Singh	Director	Non-Executive & Professional	6	6	Yes
Mr. Tushar Rai Sharma	Director	Non-Executive & Independent	8	8	Yes
Mr. Ramesh Kumar	Director	Non-Executive & NonIndependent	5	5	Yes
Ms. Rajni Tanwar	Director	Non-Executive & NonIndependent	2	2	NA
Mr. Pankaj Saxena	D irector	Non-Executive & NonIndependent	2	2	NA

1. Ms. Rajni Tanwar (DIN: 08201251) and Mr. Pankaj Saxena (DIN: 08162590) Non-Executive & Non-Independent Directors of the Company has resigned from their directorship of the Company with effect May 26, 2023.

2. Mr. Bhupendra Kaushik (DIN: 07016552) and Ms. Prerna Singh (DIN: 10153909) as an NonExecutive & Independent (Non-Executive & Independent) on the Board of the Company w.e.f. May 26, 2023 who shall hold office till the conclusion of ensuing Annual General Meeting. The Board recommends his appointment at the upcoming Annual General Meeting of the Company.

3. Mr. Ramesh Kumar (DIN: 00537325) was appointed as an Non-Executive & Non Independent Director of the Company w.e.f., August 11, 2023 who shall hold office till the conclusion of ensuing Annual General Meeting. The Board recommends his appointment at the upcoming Annual General Meeting of the Company.

COMMITTEE MEETINGS:

(i) AUDIT COMMITTEE

The Audit Committee comprises three Members of which two (including Chairman) of the Committee are Independent Directors. During the year 5 Audit Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met (5) times in the FY 2023-24. The dates on which these meetings were held are 18/04/2023, 26/05/2023, 11/08/2023, 30/09/2023, and 09/11/2023.

The Composition of Audit Committee and their attendance at the meeting are as under:-

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to Attend	Members Attended
Mr. Bhupendra Kaushik	Chairman	3	3
Mr. Tushar Rai Sharma	Member	5	5
Ms. Rajni Tanwar	Member*	2	2
Mr. Pankaj Saxena	Chairman*	2	2
Mr. Deepak Kumar Bhojak	Member	3	3

Mr. Pankaj Saxena (DIN: 08162590) and Ms. Rajni Tanwar (DIN: 08201251) Non-Executive & Non- Independent Directors of the Company has resigned from their directorship of the Company with effect May 26, 2023.

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members, all are Non-Executive Directors, all of them (including Chairman) of the Committee are Independent Directors. During the year, (1) Nomination & Remuneration Committee Meetings was convened and held.

Meetings of the Committee:

The committee met 1 time during the period, from 1^stApril 2023 to 31^st March 2024. The date on which the meeting was held is 25/05/2023. The Composition of Nomination & Remuneration Committee and their attendance at the meeting are as under:-

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to Attend	Members Attended
Mr. Pankaj Saxena	Chairman	1	1
Mr. Tushar Rai Sharma	Member	1	1
Ms. Rajni Tanwar	Member	1	1

The amended/ updated policy of nomination policy is also placed on website of the company i.e., www. alstonetexti les.in.

(iii) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members all of them (including Chairman) members are Independent Directors. During the year, (Two) Stakeholders Relationship Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met only (2) times dated on 26/05/2023, and 15/11/2023 during the year ended 31/03/2024.

The Composition Stakeholders’ Relationship committee and their attendance at the meeting are as Under:-

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to Attend	Members Attended
Mr. Pankaj Saxena	Chairman*	1	1
Mr. Tushar Rai Sharma	Member	2	2
Ms. Rajni Tanwar	Member*	1	1
Mr. Bhupendra Kaushik	Chairman	1	1
Ms. Prerna Singh	Member	1	1

Mr. Pankaj Saxena (DIN: 08162590) and Ms. Rajni Tanwar (DIN: 08201251) Non-Executive & Non- Independent Directors of the Company has resigned from their directorship of the Company with effect May 26, 2023.

Compliance Officer:

Name of the Compliance Officer	Contact Details	E-Mail ID
Ms. Shradha Sharma	011-28744161	[e-mail]

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members of which two (including Chairman) of the Committee are Independent Directors. During the year Two (2) Risk Management Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met Two (2) times on 26^th May, 2023 and 18^th October, 2023 during the financial year ended on March 31, 2024. The Composition Risk Management committee and their attendance at the meeting are as under:-

Name of Members	Category/	No. of Meetings
	Designation	Members entitled to attended	Members attended
Mr. Pankaj Saxena	Chairman	1	1
Mr. Deepak Kumar Bhojak	Member	2	2
Mr. Tushar Rai Sharma	Member	2	2
Mr. Bhupendra Kaushik	Chairman	1	1

*Mr. Pankaj Saxena (DIN: 08162590) Non-Executive & Non-Independent Directors of the Company has resigned from their directorship of the Company with effect May 26, 2023.

(v) SHAREHOLDERS MEETING

There were Two (2) Share Holders Meeting i.e. one is AGM (Annual General Meeting) held on 29^th September 2023 at 01:00 P.M. Through video conferencing/other audio-visual means (OAVM) and another is EGM (Extra Ordinary General Meeting) held on 17^th November, 2023 at 01:00 P.M. through video conferencing/ other audio-visual means (OAVM).

14. PARTICULAR’S OF LOANS, GUARANTEES ORINVESTMENTS

Details of Loans, Guarantees and Investment covered under the provisions of Section-186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The policy provides the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for redressal. No person has been denied access to the Chairman of the Audit Committee.

The whistle Blower Policy is available on the website of the company i.e., http://www.alstonetextiles.in/resource/Share Holders Information/Policies.aspx

16. INTERNAL FINANCIAL CONTROL SYSTEM

Internal financial controls of the Company are commensurate with the nature and size of business operations. Your Directors are of the view that there are adequate policies and procedures in place in the Company so as to ensure:

(1) the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing the top ten employees and the employees drawing remuneration in excess of limit prescribed under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the report. However, In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the said information on employees’ particulars. The said statement is also available for inspection 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. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

18. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or developments/happenings in respect of such matters, during the year under review’s

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including the stock option schemes in force in the Company.

3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

4. Corporate insolvency resolution process initiated or pending of any insolvency proceedings under the insolvency and bankruptcy code, 2016 (IBC).

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financial year 2023-24 are annexed herewith to the Financial Statements in Form No. AOC-2 (Annexure-I)

20. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirement), 2015, is presented in a separate section which forms part of the Annual Report under Annexure-II.

21. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015, Report on Corporate Governance is applicable as the Company is within the prescribed limit that the Paid-up Share Capital of the Company is INR 127,48,00,000/- (Rupees One Hundred Twenty Seven Crores Forty Eight Lakhs Only) and Net worth is INR 152.80 Cr. (Rupees One Hundred Fifty Two Crore eighty Lakhs Only) as at March 31st, 2024.

As per Regulation-27(2) of the SEBI (Listing Obligations and Disclosure Requirement) Regulation’s 2015, a report on Corporate Governance together with the Auditor’s Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report under Annexure-III. A Practicing Company Secretary’s Certificate certifying the Company’s compliance with the requirements of listing regulations as set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to the Report.

22. AUDITORS

A. SECRETARIAL AUDITOR

The Board of Directors has appointed ACS Parul Agrawal Practicing Company Secretary to hold the office of the Secretarial Auditor and to conduct the Secretarial Audit for Financial Year 2023-24

(i) SECRETARIAL AUDITOR’ SREPORT:

The Secretarial Audit Report is annexed herewith as Annexure-IV to this report in Form No. MR-3.

(ii) SECRETARIAL AUDITOR’S OBSERVATIONS:

The observations made by Auditors with reference to notes to account and the following are the comments by secretarial Auditor:

During the period under review the Company has complied with the provisions of the Act, Rules, Regulation, Guidelines, Standards, etc. mentioned above subject to the following observation.

• There is a non-compliance of provision of Regulation 46 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015. (Website not updated).

• There is a non-compliance of provision of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. (SDD-Structured digital database Software).

• During the year, the company purchased shares of Sital Leasing & Finance Ltd, which is not shown in the demat statement of the company, there is difference of 28,98,211 shares between books and demat statement as on 31.03.2024.

The Board of Directors considered the matter and seeking to resolve the matter.

B. STATUTORY AUDITOR:

M/s GSA & ASSOCIATES LLP, Chartered Accountants (LLP Registration No. AAS-8863), Statutory Auditors of the Company, have in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit And Auditors) Rules, 2014, were appointed in the 38^th Annual General Meeting held on September 26, 2022, as the Statutory Auditors of the Company to hold office as such for a term of five years, from the financial year 2022-23 to 2026-27.

M/s. TIWARI & MISHRA (Firm Registration Number 018393N) and M/s. GSA & ASSOCIATES LLP (000257N/N500339) and M/s. DEEPA ANKIT JAIN & ASSOCIATES (023987N) and M/s. BHATTACHARJEES & CO (327892E) Chartered Accountants Firms have merged to single entity leading to reconstitution of their firms with change in their firm name as M/s. GSA & ASSOCIATES LLP (000257N/N500339) with effect from 23rd November 2023 and there is no change in the auditor of the company.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Auditors’ Report does not contain any qualification, reservation or adverse remark.

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed u/s 143(12) of the Act. However, A Certificate from the Auditors has been received from the Statutory to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

(i) STATUTORY AUDITOR’S REPORT:

The Auditors have given an Audit Report on Financial of 2023-24 and annexed herewith marked as Annexure-V to the annual report.

(ii) STATUTORY AUDITOR’S OBSERVATIONS:

The observations made by Auditors with reference to notes to account are Self-explanatory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if any.

C. INTERNAL AUDITOR:

Mr. Anil Prakash was appointed as an Internal Auditor of the Company for the Financial Year-2023-24.

(i) INTERNAL AUDITOR’S REPORT:

Mr. Anil Prakash has placed the Internal Audit Report before the Audit Committee and Board.

(ii) INTERNAL AUDITOR’S OBSERVATIONS:

Internal Auditor’s Report is self-explanatory and need no comments.

23. MAINTENANCE OF COST RECORDS:

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (1)of Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such accounts and records are not required to be made and maintained. Also, Cost Audit is not applicable to the Company.

24. ENHANCING SHAREHOLDER VALUE:

Our Company firmly believes that its success in the market place and a good reputation is among the primary determination of value to the shareholders. For this purpose, the Management has listed its shares on BSE Limited (BSE) having nationwide trading platform.

25. PARTICULARS OF EMPLOYEES:

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

1. Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year ended 31^st March, 2024.

Sr. No. Name of Directors Remuneration P. A. Ratio to Median Remuneration

____of Employees_

(i) Deepak Kumar Bhojak NIL NIL

Note: Sitting fees paid to Independent Directors and no fees paid to Non-executive director and hence not included in the above table.

1. The percentage increase in remuneration of each director CFO, CEO, Company Secretary or Manager, if any, in the financial year 2023-24: NIL

2. Percentage increase in median remuneration of employees in the financial year: NIL

3. There are 2 permanent employees on the rolls of the company as on 31^st March, 2024.

4. Affirmation that the remuneration is as per the remuneration policy of the company: Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.

26. DEMATERIALISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN- INE184S01024 has been allotted for the Company. Therefore, the matter and/or investors may keep their shareholding in the electronic mode with their Depository Participates. 93.60% of the Company’s Paid-up Share Capital is in dematerialized form and balance 6.40% is in physical form as on 31st March, 2024.

27. LISTING OF SHARES:

The Company has Listed 1,27,48,00,000 Equity Shares of 1/- each on BSE Limited as on 31^st March, 2024.

28. HEALTH. SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labor laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

29. HUMAN RESOURCES:

People remain the most valuable asset of your Company. Your Company follows a policy of building strong team of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset. The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on Employee Engagement. The Company’s Human Resources is commensurate with the size, nature and operations of the Company.

30. DISCLOSURE OF FRAUDS TN THE BOARD’S REPORT UNDER SECTION 143 OF THE COMPANIES ACT. 2013:

During the year under review, your Directors do not observe any transactions which could result in a fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2023-24.

31. COMPLIANCE:

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc. The Company has complied with all applicable provisions of the Companies Act, 2013, Listing Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time to time.

32. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is in compliance with the Secretarial Standards.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is available on the website of the company i.e., www.alstonetextiles.in.

The following is a summary of sexual harassment complaints received and disposed of during the year 2023-24.

• No of complaints received : NIL

• No of complaints disposed of : NIL

34. DEVELOPMENT& IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of Directors comprising of Mr. Bhupendra Kaushik, a Non-Executive Independent Director as the Chairman along with Mr. Deepak Kumar Bhojak, Managing Director and Mr. Tushar Rai Sharma, Non-Executive Independent Director, both are members of the committee, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems.

The Risk Management Policy is in force and application in the Company, has been drawn up based on a detailed assessment of the operational risks, risks associated with related business in India, in general and the business of the Company in particular. The Risk management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

Management Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which can affect the performance of the Company. The policy has been uploaded on the website of the Company.

35. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

36. DETAILS OF CRYPTO / VIRTUAL CURRENCY

There were no Transaction and Financial Dealing in Crypto / Virtual Currency during the Financial Year 2023-24.

34. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT:

Apart from the information provided/disclosures made elsewhere in the Directors’ Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, occurred between the ends of the financial year of the Company i.e. March 31, 2024 till date of this Report.

35. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

During the Financial Year 2023-24, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished.

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following: NIL Steps taken by the company for utilizing alternate sources of energy including waste generated: NIL

(B) Technology absorption:

The Company has not taken any technical knowhow from anyone and hence not applicable. The Company has not imported any technology and hence not applicable. Expenditure incurred on Research and Development: The Company has not incurred any expenditure on research and development.

(C) Foreign Exchange Earnings/Outgo:-

Foreign Exchange Earnings and Outgoings	31st March, 2024	31st March, 2023
Earnings in Foreign Currency (FOB Value of exports)	NIL	NIL
Expenditure in Foreign Currency	NIL	NIL

37. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no Application made or proceeding in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

38. CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior management personnel. The Code of Conduct is available at company’s website

http://www.alstonetextiles.in/resource/Share Holders Information/CodeofConduct.aspx.

39. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

40. GREEN INITIATIVES:

This year too, Annual Report and the notice of the 39^th Annual General Meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, Bigshare Services Pvt. Ltd.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and behalf of ALSTONE TEXTILES (INDIA) LIMITED

Date: 23.08.2024 Deepak Kumar Bhojak Ramesh Kumar

Place: New Delhi (Managing Director) (Director)

DIN: 06933359 DIN: 00537325

---

Mar 31, 2023

At the outset, your Company’s Board of directors commiserates with the families of all employees, shareholders and others who succumbed to ttineadful COVIDP pandemic. Your directors present the Thirty Eighth38^th) Annual Report along with the audited standalone and consolidated financial statem nts for F.Y. 2C22-23. This report read with the Management Discussion and Analysis include oftaHe macro-economic scenario, Company’s performance, various initiatives taken by the Company as well as its . approach to risk managemen t.

The Directorh ave pleasure in submitting this ^th3 Annual Report ofAlstone Textiles (India) Limited along with he audited financial statements for thanfaial year ended March 3) 2C23

1) FINANCIAL SUMMARYHIGHLIGHTS

Financial Results of the Company for the year under review along with the figures for previ(is ye are as follows :

Particulars	31st March, 2023	31st March, 2022
Total Income	306.78	-
P rofit before Tax	245262	(8.73)
Less: Provision for T ax	-	-
Current Tax	0.50	-
MAT Credit Entitlem ent	-	-
Earlier Year t ax	-	-
Deferred T ax	-	0
Net Profit after Tax	2452.12	(8.73)

2) STATE OF COMPANYAFFAIRS

During the financial year 2EB23, the Company has recordelotal Profit df 2452.12 (in lacs)during the year as compared to loss ^f8.73 (in lacs)in the lastyear. The Directors are optimistic about fu ure performance of the Compan y.

3) GLOBAL HEALTH PANDEMIC FROM COVID-19

The World HealtO rganizationdeclared a global pandemic of the Novel Corona virus disease (COV ID P) on F ebruary 1, 2C20 This pandemic continued to be a global challenge, creating disruption acr<;s the world. The pandemic overwhelmed India’s medical infrastructure. Company operations also remained affected due to restricted movement, disrupted supply lines and temporary shutdown o som customer’s locations.

Amid the pandemic, the Company launched a Vaccination drive for its employees to ensure their afet; In enforcing social dtancing to contain the spread of the disease, our offices and client offices a ove the world have been operating with minimal or no staff for extended periods of time. In keeping with i employee-safety first approach, the Company quickly institutedsures to trace all employees and e assured of their webbing. Our teams reacted with spread and efficiency, and quickly lever ged technology to shift the workforce to an entirely new “work-from-home” model. Proactive preparations were done in our wor locations during this transition to ensure our offices ar e safe.

4) WEB ADDRESS OF ANNUALRETURN

The Web Address where Annual Return of the Company for the Financi2C22Ye2B referred in sub-section (3) of Section 92 has beeplaced at: http://www.alstonetextiles.rn/

5) CHANGE IN NATURE OFBUSINESS

There was no change in the natur e hfusiness oft he Gbmpany.

6) DIVIDEND

The company is not able tcrecommend any dividend. But the directors drspeful better result i ensuring futur e.

7) TRANSFER TO RESERVES

The Company did not transfer any amount to the General Reserves.

8) SHARE CAPITAL

During the Financial year 20-23, there was an Increase in Authorized Share Capital of the company

from T B,OQOQOOO (divided into 13QOQOOO shares of T D each) to T 128,OQOQOOO (divided into

(28,OQOQOOO shares of T leach) and there was an Increase in P-aipl Share Capital of the compai j

from? E,74,8QOOO (divided into 127,48,000 shar es of ? D each) to? 127,48,OQOOO (127,48,OQOOO

shares ofT leach). The Company has neither issued shares with differential rights as to dividend, /otin

or otherwise nor issued shares (including sweat equity shares) to the employees or director of 1

company, under any scheme .

9) DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act , 20B.

10) SUBSIDARIES, ASSOCIATE AND JOINT VENTURECOMPANIES

There are nS ubsidiaries, Asociate andJoint venture companies of tlCeompany.

11) BOARD OF DIRECTORS

During the financial year 20223, Mr. Tushar Rai Sharmas appointed as an Additional Non Executive Independent director of the company August B, 2022 subject to the approval of Shareholders, whose term was regularised the shareholder at the Annual General Meeting of the company held on 26?^h September, 2C22.

On October B, 2C22 , Mr. Manmohan, Nonxecutive Independent Director of the company ha resigned from their diroctihip citing personal reasons and on the eadate Mr. Luv Sharma was appointed as Additional NonExecutive Independent Director of the companiybject to the approval of Shareholders.

Later on, Mr. Luv Sharrwh,o was appointed as anAdditional NonExecutive Independent Director of the company had resigned from the company on January I, 2C23 citing personal reason.

The detailed profile of the Directors seeking AppointmentpReintment is given in the explanatory statement accompaying notice to AGM and additionally in the Corporate Governance Rep rt forming part of the Annual Report.

During the year under review, no MEnecutive Directors (NEDs) of the Company had a y pecuniary relationship or transactions with the Company

As required under Regulation 34(3) read with Schedule V Para C (C)(i) of LODR, Certificate rom the Mrs. Parul Agarwal, Practicing Company Secretary that none of the Company’s Directors have been debarred or disqualified from being appointed or continuing directors of Companies, is enclosed as an Annexure to the Corporate Governance Report.

The following changes have taken place in the Composition of the Board of Dir eafter the F inancial Year 2C2223 :

1 Ms. Rajni Tanwar (DI 10B20251) and Mr. Pan kaj Saxena (DIN: C8B2590) Non-Executive & Independent Directors of the Company has resigned from their directorship of the Company with effect May 26, 2023.

2 Mr. Bhupendra Kaushik (DIN: 0706552) and Ms. Prerna Singh (DIN: DB3 9 09) as an Additiona Director (N oiExecutive & Independent) on the Board of the Company w.e.f. May 26, 2023 who sha hold office till the conclusion of ensuing Annual General Me eTihg Board recommends his appointment at the upcoming Annual General Meeting of the Com pany.

3. Mr.Ramesh Kumar(DIN: 0053 73 25 ) was appointed as an Additional Non Executive & Noi Independent Director of the Company w.e.f., August II 202who shall hold office till the conclusion of ensuing Annual General Meeting. The Board recommendaphointment at the upcoming Annual General Meeting of the Company.

A. DIRECTORS RETIRES BY ROTATION

In accordance with the provisions of the Companies Act, 20B and Are icles ofAssociation of the Company, Mr. Deepak KumaBhojak, ManagingDirector of the Company, is liable to retire by rot; ion at the ensuing Annual General Meeting and being eligible, offer himself- appoirntment. The Boare of Directors recommends s re-appointment.

B. INDEPENDENT DIRECTORS

The Independent Directors hold office for a fixed term of five years and are not liable to re ire 1 rotation. The Independent Directors have submitted their disclosure to the Board that they fulfi all t requirements as to qualify for their appointment! Independent Director under the provisions of te Companies Act, 20B as well as SEBI (Listing Obligations and Disclosure Requirements) Regulati ns, 205.

The policy for FamiliarizatieProgrammeof Independent Director is also placed on Websifethe company i.e., http//www.alstonetextiles.in/resource/Share Holders Information/Policies.asix

respectively .

During the Yearone (1) Meeting held in the Y.. 2022-23 on 5^th August,2022 , of the Independent Directors .

C. DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 49 of the Act, Mankaj Saxenaand Mr. Tushar Rai Sharmare the Independent Directors of the Cpany as on March 31. 2023. Aftecl osure of financial year 20223,

Mr. Pankaj Saxena had resigned from his designation citing personal reasons on ay. 2023 and on the same date Ms. Prerna Singh and Mr. Bhupendra Kaushik was appointed as Independent D ectc and is stillas on date. The Company has received declarations from the Independent Directors t the effect that (a) they fulfill the criteria for independence as laid down under Section 49(6) o the Companies Act, 20B and the rules framed thereunder, read with Riegan B(l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date (“Listing Regulations”) (b) that they have got themselves registered in the data bank for Independent Dire ctors being maintained by the Indn Institute of Corporate Affairs (IICA), of the Ministry of Cor orate Affairs, Government of India and their names are included in the data bank maintained b(yc )IICA they are not aware of any circumstance or situation, existing or anticipated, whi dmpaay or impair their ability to discharge duties (d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the Company’s Code of Conduct for Directors and Senior Mananfeiffersonnel, to which as well, they affirm the r compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company ehgrammersfor Familiarizations the Independent Directors about the nature of the Industry, Business ohodel, rights and responsibilities of Independent Directors and other relevant information. As required unde Regulation 46(2)(i) of SEBI (LODR) Regulations the details ofFtdrailiarizatiorProgrammedfor Independent Directors are available at the Companyebsite.

D. COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company’s Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on themCany’s website at the web-link: http//www.alstonetextiles.in/resource/Share Holders Information/Policies.aspx

In seeking to select individuals for induction as directors on the Board ecf cDs of the Company, the criteria such as qualifications, positive attributes, independence as set out in the aforemen ionec policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incuml:nt and their relevance th e Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn u in consonance with the tenets as laid down in the Remuneration Policy Depending upon three ,na u quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry the concerned individuals get the best possible remuneration packages permissible under the applicable laws, that the Company gets to retain the best of qual y and talent .

E. BOARD EVALUATION

In compliance with the requirements of the Companies Act, 20B and the SEBI (LODR) Regulati ns, 205, the Board of Directors has carried out an annual evaluation of its pawfiormance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee h; > laic down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Indepeilent Director .

The performance of the Independent Directors was reviewedvahiated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not parti cipate.

Pursuant to Section B4(3)(p) of the Companies Act, 20B, and Regulation 25(4) of LODR Independent Directors have evalted the quality, quantity and timeliness of the flow of informati n between the Management and the Board, Performance of the Board as a whole and its Member and other required matters.

The performance of the committees was evaluated by the Board afekhigs inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The performance of Non Executive Directors, the Board as a whole and the Chairman of '' ie Company was evaluated byIndependent Directors, after taking into account the views of the Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution ofdiViadual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and construc ive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluasiod by the Securities and Exchange Board of India on January 5, 207. ''

F. COMPANY SECRETARY

Mrs.Shradha Sharmaan Associate Member of the ICSI, has been appointed, by the Board if Directors, as Company Secretary and Compliance Officer of the CompanyfWith fronMarchl ,

20E1 .The same is continued till date.

G. CHIEF FINANCIAL OFFICER

Mr. Deepak Vermwas appointed, by the Board of Directors of the Company, as Chief Financ al Officer of the Company with effect fAqrni l24, 20P . The same is continuetill date .

H. KEY MANAGERIAL PERSONNEL

The following persons are designated as Key Managerial Personnel of the Company pursuai: to Section-2(5) and Section-20B of the Act, read with the Rules framed thereunder:

A. Mr. Deepak Kumar BhojakM anagingDirecto^.

B. Mr. Deepak Verma(,Chief Financial Officer

C. Ms. Shradha Sharm(C ompany Secretary

12. DIRECTORS’ RESPONSIBILITY STATEMENT:

In Pursuant to Section B4(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and m de judgments and estimates that aieasronable and prudent so as to give a true and fair view of te state of affairs of the Company at the end of the financial year and of the profit of the C mpan for that period;

(iii) The Directors have taken proper and sufficient care for the maintenaduqu afe aaccounting records in accordance with the provisions of the Act for safeguarding the assets of the Coipany and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company nd such internal financial controls are adequate and operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions o all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established md maintained by the Company, the work performed by the internal, statutory and sabraiiaitors and external consultants, including the audit of internal financial controls over financial reporti g by the statutory auditors and the reviews performed by management and the relevant board commi ees, including the audit committee, the Board of the opinion that the Company’s internal financial controls were adequate and effective during EGY - 2023 .

13. MEETINGS (a) BOARD MEETINGS

The Board of Directors! 9 Timesduring the FY- 202 2-23 . The dates on which meetings were held are 10/05/2022 , 02/08/2022 , 2/08/2022 , 8/08/2022 , 22/08/2022 , 0fC9 /2Q22 , 3/172022

171/2022 and 1/012023 .

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and DisclosurEeequirements) Regulations 201/ Companies Act, 20B.

The Composition of the Board of Directors, their attendance at Board Meetings and last Amual General Meeting is as under:

Name of Director’s	Designation	Category	Number of Board Meetings		Attendance of Last AGM
			Members entitled to Attend	Directors attended
Mr Deepak Kumar Bhojak	Managing Director	Executive	9	9	Yes
MrPankaj Saxena	Director	Non-Executive & Independent	9	9	Yes
Mr Manmohan	Director	Non-Executive & Independent	7	7	Yes
Ms.Rajni Tanwar	Director	Non-Executive &Professional	9	9	Yes
Mr. Tushar Rai Sharma	Director	Non-Executive & Independent	5	5	Yes
Mr. Luv Sharma	Director	Non-Executive & Independent	2	2	No

During the financial year 202-23, Mr. Tushar Rai Sharmas appointed as an Additional Non Executive Independent director of the company August B, 2022 subject to the approval of Shareholders, whose term was regularized by the shareholders at the Annual General Meeting f the company held on 26^th September, 2022

On October B, 2022 , Mr. Manmohan, NeExecutive Independent Director of the company hac resigned from their dirodship citing personal reasons and on the same date Mr. Luv Sharma was appointed as Additional Nonexecutive Independent Director of the companybject to the approval of Shareholders.

Later on, Mr. Luv Sharma, Additional Nxncutive Independent Dirfeor of the company had resigned from the company on January 2C2B citing personal reason. The following changes have taken place in the Composition of the Board of Directfter the F inancial Year 2022:

1. Ms. Rajni Tanwar (DIJN82CE51) and Mr. Pankaj Saxena (DIN: C8B2590) Non-Executive & Independent Directors of the Company has resigned from their directorship of the Company with effect May 26, 2023.

2. Mr. Bhupendra Kaushik (DIN: 07016552) and Ms. Prerna Singh (DIN: D15B9C9) as an Additiona Director (No-Executive & Independent) on the Board of the Company w.e.f. May 26, 2C2B who sha hold office till the conclusion of ensuing Annual General Meeting. The Board recommend his appointment at the upcoming Annual General Meeting of the Company.

3. Mr. Ramesh Kumar (DIN: 00537325) was appointed as an Additional Non Executive & Nn Independent Director of the Company w.e.f., August II 2023 who shall hold office till the conclusi n of ensuing Annual General Meeting. The Board recommends his appointmethe upcoming Annual General Meeting of the Company.

(b) COMMITTEE MEETINGS:

(i) AUDIT COMMITTEE

The Audit Committee comprises three Members of which two (including Chairman) of the Committee

are Independent Directors. DurMgs year6 Audit Commitee Meetings were convened andehd.

Meetings of the Committee:

The Committeemet (5) timesin the FY 202223. The dates on which these meetings were held are

05/05/2022, 28/08/2022, 06/10/2022, 09/01/2022, 10/01/2023, and 11/01/2023.

The Composition oAudit Committee and their attendance at the meeting are as -under:

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to Attend	Members Attended
MrPankaj Saxena	Chairman	9	9
Mr.Tushar Rai Sharma	Member	3	3
Ms. Rajni Tanwar	Member	2	2

Note: Mr. Manmohan holds Chairmanship of Audit Committee till 13/10/2022. Then he has resigned on 13/10/2022 and on same date Mr. Pankaj Saxena become Chairperson.

Mr Deepak Kumar Bhojak holds Membership of Audit Committee till 13/10/2022. Then he resigned on 13/10/2022 and on the same date, Mr. Tushar Rai Sharma and Mr Luv Sharma appointed as Member.

Then, Mr. Luv Sharma Resigned on 09-01-2023 then Mr. Rajni Tanwar Become Member of Audit Committee on 11/01/2023.

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members, all areENoitive Directors,all of them (including Chairman) of the Committee are Independent DiredDuTsing the year, (4) N omination & Remuneration Committee Meetings convened and held.

Meetings of the Committee:

The committee met4 times during the periodfrom /(April 2022 to 31^st Mach 2023 . The date on which themeeting was held i sO/06/2022 , 24/09/2022, 06/10/2022 and 1/0/2023 . The Composition

of Nomination^ Remuneration Committee and their attendance atniheting are asunder:-

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to Attend	Members Attended
MrPankaj Saxena	Chairman	4	4
Mr.Tushar Rai Sharma	Member	1	1
Ms.Rajni Tanwar	Member	4	4

The amended/ updated policy of nomination policy is also placed on website of the company www.alstonetextiles.i.

Note. Mr Manmohan holds Chairmanship of Nomination and Remuneration Committee till 13/10/2022. Than he resigned on 13/10/2022 and same date Mr Pankaj Saxena Become Chairperson and same date Mr. Luv Sharma appointed as Member of Nomination and Remuneration Committee. Later Mr Luv Sharma resigned on 11/01/2023 and same day Mr Tushar Rai Sharma Become Member.

(iii) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship mmittee comprises three membeaH of them (including Chairman) members are Independent Directors. During the }(e&^¦raee Stakeholders Relationship Committee Meetings was convened and hel d.

Meetings of the Committee:

The Committee met only (3) times dated on 12/09/2022, 13/10/2022 and 11/01/2023 during the year ended 31/03/2023.

The Composition Stakeholders’ Relationship committee and their attendance at the meeting are as under -

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to Attend	Members Attended
Mr Pankaj Saxena	Chairman	3	3
Mr.Tushar Rai Sharma	Member	1	1
Ms. Rajni Tanwar	Member	1	1

Note. Mr Manmohan holds Chairmanship of Stakeholders’ Relationship committee till 13/10/2022. Than he resigned on 13/10/2022 and same date Mr Pankaj Saxena Become Chairperson and same date Mr. Luv Sharma appointed as Member of Stakeholders ’ Relationship committee. Later Mr Luv Sharma resigned on 11/01/2023 and same day Mr Tushar Rai Sharma Become Member.

Compliance Officer:

Name of the Compliance Officer	Contact Details	E-Mail ID
Ms. Shradha Sharma	Ok -28744151	[e-mail]

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members of which two (including Chairman) ( the Committee are Independent Directors. During yhar Two (2) Risk Management Committee Meetings was convened and hel d.

Meetings of the Committee:

The Committeenet Two (2) timeson 3 ^th October, 2C22 and fl ^th January, 2C22 during the financial year ended on March 31, 2C3.The Composition Risk Managemenommittee and their attendance at the meeting are as under:

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to attended	Members attended
Mr. Pankaj Saxena	Chairman	2	2
Mr. Deepak Kumar Bhoj ak	Member	1	1
Mr. Tushar Rai Sharma	Member	1	1

Note. Mr Manmohan holds Chairmanship of Risk Management committee till 13/10/2022. Than he resigned on 13/10/2022 and same date Mr Pankaj Saxena Become Chairperson and same date Mr. Luv Sharma appointed as Member of Risk Management committee. Later Mr Luv Sharma resigned on 11/01/2023 and same day Mr Tushar Rai Sharma Become Member.

(v) SHAREHOLDERS MEETING

There were Two Share Holders Meeting i.ene is AGM (Annual General Meeting) held 26^th September 202 2 at 2:00 P.M . Throtgh video conferencing/ther audio-visual means (3AVM) and anotheris EGM(Extra Ordinary General Meeting) held ^December 2022 at 0KD P.M Through video conferencing/ other audivisual means (OAVM ).

14. PARTICULAR’S OF LOANS, GUARANTEES ORINVESTMENTS

Details of Loans, Guarantees and Investment covered under the provisions of -Sectfnthe Companies Act, 20B are given in the N otes to the F inancial Statements.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to Section 77(9) and (D) of the Companies Act, 20B and Regulation 22 of SEBI (LOD) Regulations, 205, Company has established a vigil mechanism and has a whistle blower policy. T1 e policy provides the mechanism for the receipt, retention raenadt mt ent of complaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanist for employees of the Company to approach the Chairman of the Audit Committee for redressal. No ierso has been denied accss to the Chairman of the Audit Committee.

The whistle Blower Policy is available on the website of the company i.e., http://www.alstonetextiles.in/resource/ShaTolders Information/Policies.aspx

16. INTERNAL FINANCIAL CONTROL SYSTEM

Internal financial controls of the Company are commensurate with the nature and size of b sines operations. Your Directors are of the view that there are adequate policpeocaeiddres in place in the Company so as to ensur e:

() the maintenance of records that, in reasonable detail, accurately and fairly reflect the tram ictioi and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions arerredoas necessary to permit preparation ¦ ’ financial statements in accordance with generally accepted accounting principles, and that re< eipts and expenditures of the company are being made only in accordance with authorizations of management and directorsf the company; and

(3) Provide reasonable assurance regarding prevention or timely detecticunauthorized acquisition use, or disposition of the company’s assets that could have a material effect on the financial statements

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing the top ten employees and the employees drawing remuneration in excess of limit prescribed under Section 197(E) of the Companies Act, 20B (Act) read with Rule 5(2) & (3) o The Companies (Appointment anR emuneration of Managerial Personnel) Rules, 204, forms part f the report. However, In terms of the proviso to Section 136(1) of the Act, the Report and Accoun s are being sent to the Members and others entitled thereto, excluding the said informa£ropl oyees’ particulars. The said statement is also available for inspection at the Registered Office of the C mpan during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in oblngin. copy of the same may write to the Company Secretar .

18. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as tl were no transactions pertaining to or developments/happenings in respect ofimucers, during the year under review:

1 Issue of equity shares with differential rights as to dividend, voting or otherwise.

2 Issue of shares (including sweat equity shares) to employees of the Company under any sc eme including the stock optionchemes in force in the Company.

3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concc status and Company’s operations in future.

4. Corporate insolvency resolution process initiated or pending of any iamolvproceedings under the insolvency and bankruptcy code, 206 (IBC)

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIES:

The particulars of contracts or arrangements with related parties for the finar20&2-y£aiare annexed herewith to the F inancial StatementFornn No. AOC-2 (Annexure-I)

20. MANAGEMENT DISCUSSION ANALYSISREPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated unde SE1 (Listing Obligations and DisclosureeRiirement), 205, is presented in a separate section which form part of the Annual Report unAnnexure-II.

21. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements) Regulation, 2 5, Report on Corporate (Gernance is applicable as the Company is within the prescribed limit that the Paid-up Share Capital of the Company is IN7R8,0Q000 /- (Rupees One Hundred Twenty Seven

CroresFortyEight Lakhs Only) and Net worth IN R 48,63,17,178 /- (Rupees One hundrecForty

Eight CroreSixty ThreLakhs SeventeenThousand One Hundred SeventyEight Only) as at March 3kt, 2023.

As per Regulatio-27 (2) of the SEBI (Listing Obligations and Disclosure Requirement) Regulation’s 205, a report on Corporate Governance together with the Auditor’s Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual ReporAunexure-III. A Practicing Company Secretary’s Certificate certifying the Company’s compliance with the requirements of Listing regulations as set out in the SEBI (Listing Obligations and Dislosui Requirements) Regulations, 20B, is attachedto the Report.

22. AUDITORS

A. SECRETARIAL AUDITOR

The Board of Directors has appointACS ParuAgrawal PracticingCompany Secretary o hold the office of the Secretarial Auditor andonduct the Secretal iAudit for Financial Yea32 2-23.

(i) SECRETARIAL AUDITOR’SREPORT:

The Secretarial Audit Report is annexed herewi Annexure-IV to this report Form No. MR-3.

(ii) SECRETARIAL AUDITOR’S OBSERVATIONS:

The observations made by Auditors with reference to notes to accou&feliexplanatory and need no comments. The Board of Directors considered the matter and seekiespltoe rthe matter, if any

B. STATUTORYAUDITOR:

M/s Tiwari & Mishra, Chartered Accountants (Firm Registration No. 0B393N), Statutory Au< tors the Company, have in compliance with the provisions of Section B9 of the Companies Act, 20B r ad with the Companies (Audit And Auditors) Rules, 204, were appointed in t h26^thAnnual Geneal Meeting held on September 262022, as the Statutory Auditors of the Company to hold office as s^- ch for a term of five years, from the financial year-23C00o 2026 -27.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Auditors’ Report does not contain any qualification, reservation or adverse remark.

No frauds has been reported by thtatutory Auditor, details of which are required to be disclosed u/s 43(E) of the Act.

However, A Certificate from the Auditors has been received from the Statutory to the effect hat 1 appointment, if made, would be within the limits prescribedkunsection 4(3)(g) of the Companies Act, 20B and that they are not disqualified to be appointed as statutory auditors in terms ( the provisions of the proviso to section 39(), section 4(2) and section 4(3) of the companies Act,

203, and the provisions of Companies (Audit and Auditors) Rules, 204.

(i) STATUTORY AUDITOR’SREPORT:

The Auditors have given an Audit Report on Financial of -2SlIZ2and annexed herewith marked as Annexure-V to the annual report.

(ii) STATUTORY AUDITOR’S OBSERVATIONS:

The observations made by Auditors with reference to notes to account arexplanatory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if any

C. INTERNALAUDITOR:

MrAnil Prakashvas appointed as an Inteial Auditor of the Company>r the Financial Year 2-23.

(i) INTERNAL AUDITOR’S REPORT:

Mr. Anil Prakasias placed the InternalAudit Reportbefore the Audit Committee and Board

(ii) INTERNAL AUDITOR’S OBSERVATIONS:

Internal Auditor’s Report is self-explanatory and need no comments .

23. MAINTENANCE OF COST RECORDS:

Maintenance of Cost Audit Records as specified by the Central Government undectisonb ()of Section 148 of the Companies Act, 20)3 isnot applicable to the Company and accordingly such accounts and records aranot required to be made andnaintained. Also, Cost Audit isnot applicable to the Company.

24. ENHANCING SHAREHOLDER VALUE:

Our Company firmly believes that its success in the market place and a good reputation is amc g th primary determination of value to the shareholders. F or this purpose, the Management has listed i'' . sha on BSE Limited BSE) having nationwide trading ptform .

25. PARTICULARS OF EMPLOYEES:

Disclosure under Section P7(E) and Rule 5() of the Companies (Appointment and Remuneration f Managerial Personnel) Rules 204.

1. Ratio of remuneration of each director to the median remuneration of the employeaas:;ccnpany for the financial year ended ^s3March, 2023.

Sr. No.	Name of Directors	Remuneration P. A.	Ratio to Median Remuneration of Employees
(i)	Deepak Kumar Bhojak	NIL	NIL

Note: Sitting fees paid to Independent Direct and no fees paid tcNon-executive director and hence not included in the above table

1. The percentage increase in remuneration of each director CF O, CEO, Company Secretary or Ma ager any, in the financial yedXE 2-23 : NIL

2. Percentage increase in median remuneration of employees in the financiaNyLar:

3. There are. permanent employees on the rolls of the company as on Mlarch, 2023.

4. Affirmation that the remuneration is as per the remuneration policy of the cPmpanyrt to Rule 5()(Xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, ii is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior man geme is as per the Remuneration Policy of rydiompany .

26. DEMATERIALISATION OFSHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shaSN-Th INE184S01024 has been allotted for the Company. Therefore, the matter and/or investors may keej their shareholding in the electronic mode with their Depository Partici93te0% of the Company’s Paid-up Share Capital is in dematerialized form and balance! % is in physical form as on 3kt March,

2023.

27. LISTING OF SHARES:

The Company has Listed,27 ,48,00 ,00 0 Equity Shares of /- each cn BSE Limited as on 31* March,

2023.

28. HEALTH. SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Compa y has been complying with the relevant laws and has been taking all necessary measures to protec the environment and maximize worker protectiaond safety

29. HUMAN RESOURCES:

People remain the most valuable asset of your Company. Your Company follows a policy of build ig strong team of talented professionals. Your Company continues to build on its capabilities in gettin the right talent to support different pctodumd geographies and is taking effective steps to retain the talent.

It has built an open, transparent and meritocortlitcire to nurture this asTdte Company recognizes people as its most valuable asset and The Company has kept a sharp focus ofcoyEenE ngagement.

The Company’s Human Resources is commensurate with the size, nature and operations of the Company.

30. DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT UNDER SECTION 143 OF THE COMPANIES ACT, 2013:

During the year under review, your Director! odo observe any transactions which could result in fraud. Your Directors hereby declares that the Company has not been encountered with any fr, id or fraudulent activytduring the F inancial Yea02 2-23.

31. COMPLIANCE:

The Company has complied and continu to comply with all the applicable regulations, circulars an guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securitie and Exchange Board of India (SEBdi)c. The Company has complied with all applicable provisions drib t Companies Act, 20B, Listing Agreement executed with the Stock Exchange(s), SEBI (Listig Obligations and Disclosure Requirements) Regulations, 205 and other applicable rules/regulations/guidelines issued from time to time.

32. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the nstit of Company Secretaries of India on April 0, 205, the Secretarial Standards on Meetings of the B ard of Directors (S-S and General Meetings( SS-2) came into effect from July 01, 205. Thereafter, Secretarial Standards were revised with effect from October 01, 20F. The Company is in complia ce with the Secretarial Standards.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place aAnti-Sexual Harassment Policy in line with the requirements of t e Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2 3. Internal Complaints Committee (ICC) has bsetn up to redress complaints received regarding sexua harassment. All employees (permanent, contractual, temporary, trainees) are covered hindpol icy?

The policy is available on the website of the company, www.alstonetextiles.in.

The following is a summary of sexual harassment complaints received and disposed off during the ear 202 2-23.

• No ofcomplaints received NIL

• No of complaint slisposed off NA

34. DEVELOPMENT& IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In compliance with Regulation 2(2) of the SEBI (Listing Obligations And Disclosure Requiremer s) Regulations, 205 as amended upto date, pursuant to the recent amendment in such regulations notif ;d by SEBI on May 5, 2C21, a Risk Maigement Committee was constituted by the Board of Directors comprising of MrP ankaj Saxenaa NonExecutive Independent Director as the Chairman along wit.

Mr. Deepak Kumar Bhojak, Managing Director and Mr. Tushar Rai SharmExeNioive Independent Director, both are members of the committee, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropr ate methodology, processes and systems.

The Risk Management Policy is in force andi appion in the Company, has been drawn up based on a detailed assessment of the operational risks, risks associated with related business in India, in general and the busines of the Company in particulaThe Risk management Policy also covers the risk related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of n-onmpliance if any, with the provisions of and requirements lai down under various applicable statutes, F oreign Excgearelated risks, risks which could emanate from business competition, contractual risks etc.

Management Discussion and Analysis Report which forms part of the Annual Report identifie key risks, which can affect the performance of the Company. The polscyeen uploaded on the website of the Company.

35. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITYINITIATIVES:

The Company hasnot developed and implemented any Corporate Social Responsibility initiatives as the said provisions arnot applicable.

36. DETAILS OF CRYPTO / VIRTUAL CURRENCY

There wereno Transaction and Financial Dealing in Crypto / Virtual Currency during the Fin, ncial Year 2022-23.

34. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT:

Apart from the information provided/disclosures made elsewhere in the Directors’ Report including Annexures thereof, there are no material changes and commitments affecting the financial positi n of the Company, occurred between then ds of thefinancial year of the Company i.e. March 31, 2023 till date of this Repor t.

35. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOTNG CONCERN STATUS OF THE COMPANY:

During the Financial Year 20223, there were no significant and material orders passed by tl e regulators or courts or tribunals impadthraggoing concern status of the company.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign excha ge Earnings and outgo as required undfeection B4(3) of the Companies Act, 2GB read with Rule 8(3) of the Companies (Accounts) Rules, 2G)M s furnished

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the folNWi ng:

Steps taken by thcompany for utilizing alternate sources of energy including waste generNtLd:

(B) Technology absorption:

The Company has not taken any technical knowhow from anyone and hence not appli cTble . Company has not imported any technology and hence mpplicable. Expenditure incurred on Research and Development: The Company has not incurred any expenditure on research and development.

(C) Foreign Exchange Earnings/Outgo:-

Foreign Exchange Earnings and Outgoings	31st March, 2023	31st March, 2022
Earningsi n F oreign Currency (F OB Value of exports )	NIL	NIL
Expenditure in F oreign Currency	NIL	NIL

37. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no Application madeproceeding in the name of the Company under the Insolvency and Bankruptcy Code, 206

38. CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior management personnel. The Code of Conduct is available at company’s website

http//www.alstonetextiles.in/resource/Share Holders Information/CodeofConduct. aspx

39. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and F inancial Institutions.

40. GREEN INITIATIVES:

This year too, Annu aReport and the notice of e 3B>^h Annual GeneraMeetingof the Company are being sent to all members electronically, at their registe-mdile ids as made available to the Company or its Registrar and Transfer ABtigthare Services Pvt Ltd.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 0B of the Companies Act, 20B r ad with Rule 20 of the Copanies (Management and Administration) Rules, 204. The instructions for ¦ voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the M CA Circulars, the meeting and the voting thereat thali place in the manner so laid down.

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable uppor and assistance .

The Directors wish to place on record their appreciation of the commendable done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sir erely thank them for their whole hear

For and behalf of

ALSTONE TEXTILES (INDIA) LIMITED

Date: 24.08.2023 Deepak Kumar Bhojak Ramesh Kumar

Place: New Delhi (Managing Director) (Director)

DIN: 06933359 DIN: 00537325

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their 30th Annual Report on the business and operations of the Company along with the Audited Financial Statement for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS:

Financial Result of the Company for the year under review alongwith the figures for previous year are as follows:

(in Rs.)

Particulars 31st March, 31st March, 2015 2014

Profit before Tax 1,005,906 713,538

Less: Current Tax 315,465 135,965

MAT Credit Entitlement - (135,965)

Earlier Year Tax - -

Deferred Tax - -

Net Profit/Loss after Tax 690,441 713,538

OPERATIONAL PERFORMANCE:

During the financial year 2014-15, the Company has recorded revenue of Rs. 3,41,60,055/-. The Company has earned net profit of Rs. 690,441/- during the year as compared to profit Rs. 713,538/- in the last year. The Directors are optimistic about future performance of the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

DIVIDEND:

As the company kept the profits for investment in better projects it regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

CHANGE IN REGISTERED OFFICE:

During the year under review, the Company has filed E-Form INC-22 under section 12 of the Companies Act, 2013 to the Registrar of Companies, NCT of Delhi and Haryana, for shifting of Registered Office of our Company within the local limits of City without change in the Jurisdiction of the Registrar of Companies, NCT of Delhi and Haryana from 209, 2nd Floor, 6/41, Sunder Kiran Building, W.E.A. Karol Bagh, New Delhi-110005 to 2127-28, 3rd Floor, Block- K, Gali No. 58, Naiwala, Gurdwara Road, Karol Bagh New Delhi-110005 w.e.f. 15th April, 2015.

NO. OF BOARD MEETING HELD:

The Board of Directors duly meets 18 times during the financial year 1st April, 2014 to 31st March, 2015. The dates on which meetings were held are as follows:

22nd May, 2014, 24th May, 2014, 31st May, 2014, 25th July, 2014, 28th July, 2014, 4th August, 2014, 9th August, 2014, 26th August, 2014, 27th August, 2014, 29th September, 2014, 4th October, 2014, 29th October, 2014, 18th November, 2014, 17th January, 2015, 21st January, 2015, 23rd February, 2015 and 11st March, 2015, 30th March, 2015.

BOARD OF DIRECTORS:

APPOINTMENT OF MANAGING DIRECTOR:

Mr. Anup Verma, Director of the Company being appointed as Managing Director of the Company subject to approval of members of the Company.

APPOINTMENT OF INDEPENDENT DIRECTORS:

Ms. Roopa Devi Murolia, Mr. Manmohan & Mr. Deepak Kumar were appointed as an Independent Directors during the financial year 2014-15.

RE-APPOINTMENT OF DIRECTOR:

In accordance with the provisions of the Companies Act, 2013 and the articles of association of the Company, Mr. Anup Verma, Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

CESSATION:

During the year Mr. Deepak Tyagi, Ms. Lovely Kumari and Mr. Narender Kumar, Mr. Vishal Agnihotri and Mr. Anil Prakash expressed their inability to continue as a Director due to other commitments and submitted their resignation. The Board of Directors has accepted the same and placed on record its appreciation for the services rendered by Mr. Deepak Tyagi, Ms. Lovely Kumari and Mr. Narender Kumar, Mr. Vishal Agnihotri and Mr. Anil Prakash during their tenure as Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement and annexed herewith to this report marked as Annexure-I.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholders' Relationship Committee and Risk Management Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL:

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:

(i) Mr. Anup Verma, Managing Director

(ii) Ms. Pooja Mittal, Company Secretary

COMPANY SECRETARY:

Ms. Pooja Miital, an associate member of the ICSI, Delhi has been appointed, by the Board of Directors of the Company, as Company Secretary of the Company.

AUDITORS

AUDITORS OBSERVATIONS:

The observations made by Auditors with reference to notes to account are self explanatory and need no comments.

STATUTORY AUDITORS:

To Appoint auditor M/s Sanjeev Gaurav & Associates, Chartered Accountants, as Statutory Auditor of the company for the period of 5 years commencing from the conclusion of this Annual General Meeting until, the conclusion of 35th Annual General Meeting subject to ratification at every Annual General Meeting on such remuneration as may be fixed in this behalf by the Board of Directors of the Company. A Certificate from the Auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

During the year M/s R K Agarwal & Associates (FRN 26465N), Chartered Accountant of the Company has shown its desire to discontinue its services as statutory auditors of the Company, due to its pre-occupation.

AUDITORS' REPORT:

The Auditors' Report is annexed herewith marked as Annexure-II and forms part of the Annual Report.

SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed Ms. Shazan Ali Partner of SAS & Associates, Company Secretaries to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit Report and the Secretarial Audit Report is annexed herewith marked as Annexure-III to this report in Form No. MR-3.

There is a qualification in the report that Company did not appoint Chief Financial Officer. The Management clarified that, it is in the search of suitable candidate for the post of Chief Financial Officer.

Further, there is also qualification in the report that Company did not appoint Company Secretary within six months form date of vacancy. The management clarified that, it was in the search of suitable person but they were not able to find out suitable person within six months for filling the vacancy of company secretary.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Sameem Ahmed, Chartered Accountants as an Internal Auditor of the Company for the financial year 2014-15. Mr. Sameem Ahmed placed the internal audit report to the Company which is self explanatory and need no comments.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2014-15 being attached with Directors report in Form No. MGT-9 marked as Annexure-IV.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financial year 2014-15 are annexed herewith to the Financial Statements in Form No. AOC-2.

LISTING OF SHARES:

The shares of the Company i.e 1,27,48,000 equity Shares of Rs. 10/- has got listed on Bombay Stock Exchange Limited (BSE) on 12th august, 2015 vide its Notice No. 2015070812-15 which will be effective from 14th August, 2015.

Further, the shares of the Company are also listed on DSE Limited (DSE) and Ahmadabad Stock Exchange Limited (ASE). But as per SEBI circular WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014 DSE has been derecognized as Stock Exchange respectively.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of section 177(9) & (10) of the Companies Act, 2013, The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms and submits the Director's Responsibility Statement:

* in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

* The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

* The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

* The Directors have prepared the accounts for the year ended 31st March, 2015 on a going concern basis.

* 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.

* The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors' Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

* No of complaints received : 0

* No of complaints disposed off : N.A.

DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules made there under which needs to be disclosed in the directors report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the conservation of energy,

technology absorption, foreign exchange earnings & outgo are not applicable to it.

Particulars Current Year Previous Year 2014-15 2013-2014

A. Conservation of Energy Nil Nil

B. Technology Absorption Nil Nil

C. Foreign Exchange Earnings & Outgo Nil Nil

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board of Directors

Date: 13.08.2015 (Anup Verma) Place: New Delhi Chairman & Managing Director DIN: 06818748

---

Mar 31, 2013

Dear Members,

The Directors have pleasures in presenting the 28th Annual Report of the Company together with the audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Company is not doing the fresh business during the year, hence the resulted in a net loss of Rs.4, 81,433/.

GENERAL CORPORATE MATTERS

The company is currently engaged in sale and purchase of shares & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor's confidence in the market. It also affected the overall turnover in the Stock Market. The Stock Market Index as on 31st March 2013 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans and advances and finance to different persons, firms and bodies corporate

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder's expectations. The company is taking adequate steps to ensure that all mandatory provisions of Corporate Governance s prescribed under the Listing Agreement of the Stock Exchange are complied within the time schedule laid down by Stock Exchange.

GENERAL INFORMATION

The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company's Equity Share has been under process to be converted in to electronic mode.

DIVIDEND

Due to loss earned by the company during the year your directors are in a position to recommend any dividend. But the directors are hopeful of better result in ensuring future.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217(2AA) which was introduced by the Company (Amendment) Act, 2000 your Director confirms that: -

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The Director have 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 on 31st March,2013 and of the Loss of the Company of the year ended 31st March, 2013.

c) The Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

d) The annual accounts are prepared on a going concern basis.

AUDITORS APPOINTMENT

To re-appoint R K AGARWAL & ASSOCIATES Chartered Accountants as Auditor of the company for the period commencing from the conclusion of this meeting till the conclusion of the next Annual General Meeting on remuneration to be fixed by the Board of Directors

DIRECTORS

MR. NIRMAL PRAKASH retries by rotation and being eligible offers himself for re-appointment.

AUDITORS' REMARKS

The observations made by the Auditors with reference to note on the accounts for the year under report are self explanatory and need no further comments from the Directors.

AUDIT COMMITTEE

Present members of the Audit Committee are Mr. Vishal Agnihotri, Mr. Nirmal Prakash and Mr. Riyazul Hassan. All the members of the Committee are non-executive and independent Directors. All the members of the Committee are having financial and accounting knowledge. Mr. Vishal Agnihorti is the chairman of the Committee and quorum of the Committee is two members. The company secretary acts as secretary to the Committee. The role company terms of reference, the authority and power the committee are in conformity with the requirements of the Companies Act, 1956.

The Committee met four times during the year under review.

The Committee also met prior to finalization of accounts for the year ended 31st March, 2013.

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in Section 217(2A) read with Companies (Particular of employees) rules 1975 as amended.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

FIXED DEPOSITS

The Company has not accepted any deposits from the public, within the meaning of Section 58 - A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 975 during the year under review.

LISITING INFORMATION

The Company shares are listed with Delhi Stock Exchange Ltd., Delhi. Your Company has paid Annual listing fees up to date and there are no arrears.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 49 of the Listing Agreement with the Stock Exchange, the Cash Flow Statement for the year ended 31st March 2013 is annexed hereto.

STATUTORY INFORMATION

The Company's (Disclosure of particulars in the report of Board of Directors) Rules 1988, requires the disclosures of particulars regarding conservation of energy in Form A and technology Absorption in Form B prescribed by the rules. The requirement of Forms A and B are not applicable, as the company is not manufacturing company. The company had no foreign Exchange out-go or inflow during the year

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the co-operation, patronage, assistance and guidance by their business associates bankers and clients.

The Board members also place on record their appreciation of the service rendered by the dedicated employees of the company.

The Board also beholden to you all, partners in our enterprises, for your confidence, encouragement and unstinting support.

(FOR AND ON BEHALF OF THE BOARD)

VISHAL AGNIHOTRI CHAIRMAN

Place: New Delhi Date: 13.05.2013