To the Members,

Your Directors have pleasure in submitting their 32^nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2023.

1. FINANCIAL RESULTS

The financial highlights of your Company for the financial year ended March 31, 2023 are summarized as follows: (Amount in Lacs)

2. DIVIDEND:

The Board of Director has not recommended any dividend on the Share Capital of the Company for the period ended March 31, 2023 in view of losses incurred.

3. TRANSFER TO RESERVES:

The company has not transferred any amount to the reserves.

4. CHANGE IN NATURE OF BUSINESS :

During the year under review there is no change in the business of the Company.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your Directors wish to present the details of Business operations done during the year under review: a. Performance:

During the year under review, the Company was engaged in its own production as well as job work activities. The performance of the company was affected due to lower capacity utilization, fluctuation in crude oil rate in the international market which resulting in abnormal price movement in our main raw material, slowdown in textile industry in India as well as international market and non-availability of working capital fund which the company is facing since long time.

The Company has incurred loss after tax of Rs. 2118.12 lacs as against a loss after tax of Rs. 2437.71 lacs in the previous year 2021-22. The turnover of the company was decreased from Rs. 36,478.37 lacs as to Rs. 30369.37 lacs as compare to previous year 2021-22.

b. Marketing and Market environment:

Your Company believes that its scale of operations and integration across the textile chain will, in future, offer significant advantages in both cost and revenue. Your Company work hard to meet the competition as well as to enable to maintain long standing business relationship. c. Future Prospects including constraints affecting due to Government policies:

We expect the textile segments to turn favorable based on the various factors like macro economy condition and the Company is taking all necessary steps to take company forward.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY :

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year ended March 31, 2023 as stipulated under Regulation 34(2) and (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with Stock Exchanges in India, is presented in a separate section forming part of this Annual Report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

Risk management includes identifying all types of risks and its assessment, risk handling and monitoring and reporting. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact its ability to achieve its strategic objectives. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has adopted Risk Management Policy in accordance with the Listing Regulations, 2015.

The Risk Management Policy is available on: weblink http://www.shekhawatiyarn.com/Companypolicies.html.

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee. The member of the Committee are Mr. Mukesh Ramniranjan Ruia, Mrs. Shweta Manoj Mundra and Mr. Sushil Kumar Poddar. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The Company could not undertake CSR activities in view of losses. The detailed CSR Policy is hosted on company's website weblink http://www.shekhawatiyarn.com/Companypolicies. html.

Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014 is furnished in "Annexure B" and forms part of this report.

The Company has been employing woman employees in various cadres within its office and factory premises. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of woman at work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up to redress any complaints received and are monitored by woman line supervisors. All employees are covered under this policy. There was no complaint received from any employee during the financial year 2022-23 and hence no complaint is outstanding as on March 31, 2023 for redressal.

The Company has established a vigil mechanism for directors and employees to report genuine concerns. The vigil mechanism provides for adequate safeguards against victimization of person who use vigil mechanism and also provide direct access to Chairman of the Audit Committee and Managing Director of the Company in appropriate and exceptional cases.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shekhawatiyarn.com

There was no loans, guarantees/securities or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

The Particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in "Annexure C" and is attached to this report. All related party transactions that were entered into during the year under report were on an arm's length basis and in ordinary course of business and were in compliance with applicable provisions of the Act and Listing Regulations.

The policy on the materiality of the Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Audit Committee and Board of Directors is available on the weblink http://www.shekhawatiyarn. com/Companypolicies.html.

The company has not provided for Interest Expenses amounting to Rs. 2,183.10 lakhs (P.Y. Rs. 2,012.29 lakhs) (derived on simple interest basis) which should have been provided as per the principle of prudence on the borrowings which have been classified as "Non-performing assets (NPA) by the banks and on borrowings transferred to Asset restructuring company (ARC) as referred in Note 17(e) of accompanying notes to financial statement. The company has also not provided penal interest and other bank charges, as the same are not ascertainable. Had these Interest Expenses been debited to the Statement of Profit and Loss Account, loss for the year ended and debit balance of Other Equity would have been higher by Rs. 2,183.10 lakhs and Rs.15,397.70 lakhs.

The Company is in the process of discussion with its lenders and is hopeful that the suitable resolution plan will be considered by its lenders and accordingly, the company has not recognized the Interest Expense.

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in "Annexure D" and is attached to this report.

Pursuant to Section 92(3) of the Act and Rules framed thereunder, Draft Annual Return in form MGT-7 as on March 31, 2023 is available on the Company's website at www.shekhawatiyarn.com.

The Company does not have any Subsidiary, Joint venture or Associate Company.

The Company has neither accepted nor renewed any deposits during the year under review.

The Board met 5 (Five) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the periods prescribed by the companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 entered into with the stock exchanges.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility statement that:-

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) In the preparation of the annual accounts, applicable accounting standards have been followed with explanation for any material departures; if any b) The directors had selected 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 and loss of the company for that period; c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The annual accounts are prepared on a going concern basis; e) Internal financial controls laid have been followed by the company and that such internal financial controls are adequate and are operating effectively and; f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year under review, following Directors were appointed/re-appointed and resigned in the Company.

1) As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mukesh Ramniranjan Ruia (DIN: 00372083) Chairman and Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

2. As per the provisions of Section 196, 197 and 203 of the Companies Act, 2013, Mr. Ravi Sanjay Jogi (DIN:06646110) Executive Director has been re-appointed for the another terms of 5 years as a Whole - Time Director .

Attention of the member is invited to the relevant item in the Notice of the 32^nd Annual General Meeting and explanatory statement thereto.

There was no resignation of the Director during the year under review.

There was no appointment/resignation of the Key Managerial Personnel during the year under review.Pursuant to the provisions of section 203 of the Act, the KMP's of your company for financial year 2022-23 were Mr. Mukesh Ramniranjan Ruia, CMD, Mr. Ravi Sanjay Jogi, WTD, Mr. Suresh Chandra Gattani, CFO and Mrs. Meena Agal, Company Secretary & Compliance Officer of the Company.

Pursuant to section 134 and 174 of the Act, and Regulation 17 and 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, Board, its committees including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgement thereby safeguarding the interests of the Company. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Committees. The Directors expressed their satisfaction with the evaluation process.

The Company have conducted presentation during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, performance update of the Company, global business environment, technology and the risk management system of the Company. Further, the Directors are encouraged to attend the training programmes being organized by various regulators/bodies/Institution on above matters and freedom to interact with the management of the Company.

The company has received necessary declaration from all Independent Directors under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as prescribed under Section 149(6) and (7) of the Companies Act, 2013, and Regulation 16 of Listing Regulations.

The Company has received declaration from all the Independent Director regarding their Integrity, Expertise and Experience.

The Audit Committee consists of the following members as on March 31, 2023.

The above composition of the Audit Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar and Mrs. Shweta Mundra who form the majority. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and is also displayed on the website of the Company.

The Nomination and Remuneration Committee consists of the following members as on March 31, 2023.

The above composition of the Nomination & Remuneration Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar, Mrs. Shweta Mundra and Mrs. Sudha Agarwal. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Stakeholder Relationship Committee consists of the following members as on March 31, 2023.

The above composition of the Stakeholder Relationship Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar and Mrs. Shweta Mundra form Majority of the Committee. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, neither the statutory Auditor nor the secretarial auditor has reported to the audit committee, under section 143(2) of the companies Act, 2013, any instance of fraud committed against the Company by its officers or employee, the details of which would need to be mentioned in the Board Report.

M/s. Ajay Shobha & Co. Chartered Accountants is the Statutory Auditor of the company appointed in 29^th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the financial year 2025.

M/s. Ajay Shobha & Co. Chartered Accountants have under Sections 139 and 141 of the Act and Rules framed thereunder confirmed that they are not disqualified from continuing as Statutory Auditor of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the Listing Regulations.

As per the requirements of Section 148 of the Act, read with the Companies (Cost Record and Audit) Rules, 2014, the Audit of Cost Account related to Textile product is being carried out every year. The Board of Directors have, based on the recommendations of the Audit Committee, appointed M/s. N. Ritesh & Associates, Cost Accountants, Mumbai (Membership No. M/26963) to audit the cost accounts of the Company for the year ended March 31, 2023 on a remuneration to be fixed between the Board and Cost Auditor. As required under the Act, necessary resolution seeking member's ratification for the remuneration payable to M/s. N. Ritesh & Associates is included as Item Number 4 of the Notice convening 32^nd Annual General Meeting. The Cost Audit Report, for the year ended March 31, 2022 was filed with the Central Government within prescribed time.

M/s. GMJ & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the company for the Financial Year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for FY 2022-23 forms part of the Annual Report as "Annexure E" to the Board Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except Delay in submission of related party disclosure to the exchange pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015. The company had paid the fine levied by the stock exchange within the due date.

M/s. Sunil Kudwa & Co., Chartered Accountants (Firm Registration No. 123657W) were appointed as Internal Auditors of the Company for the F.Y. 2022-2023.

Their appointment as an Internal Auditor for the Financial Year 2023-24 has been approved in the meeting of the Board of Directors held on May 10, 2023.

The Board has adopted system of internal control to ensuring the orderly and efficient conduct of its business, including adherence to the Company's Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company is in the process of strengthening its Internal Financial Control System considering present financial situation, and other recent developments.

Your company had 274 employees as on March 31, 2023.

The statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the company as no employees were in receipt in remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details required as per Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure F" and forms part of the report.

The Company has not bought back any of its securities during the year under review.

The company has not issued equity shares with differential voting rights during the year under review.

The Company has not issued any Sweat Equity Shares during the year under review.

No Bonus Shares were issued during the year under review.

The Company has not provided any Stock Option Scheme to the employees.

Your Company has complied with the Corporate Governance requirements as per the Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance along with a Certificate of Compliance from the Secretarial Auditors forms a part of this report.

The Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The equity shares continue to be listed on BSE Limited and National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fee for the Financial Year 2023-24 to BSE and NSE.

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2023 the Board had 6 members, 2 of whom are executive directors, 4 are Non-Executive Independent Director. The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.shekkhawatiyarn.com. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Your Directors place on record their sincere thanks to bankers/lenders, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.