Your Directors present the 43^rd Annual Report together with Audited Statement of Accounts for the
financial year ended 31^st March, 2025.

Financial Highlights

The summarized financial results of the company during the financial year 2024-25 are as under:

(Amt. Rs in Thousands)

Dividend

Keeping in view the losses incurred by the Company during the year, the Board of Directors of the
company have not recommended any dividend for the year 2024-2025.

Transfer to Reserves

No amount has been transferred to the General Reserves. However, the net loss for the year ended 31^st
March, 2025 has been adjusted to the retained earnings.

Operational Review

The company’s business predominantly comprises of only one segment i.e. manufacturing and trading
of knitted cloth. It falls under the single business segment of Textile industry. During the year under
review, the highlights of the Company’s performance are as under:

• Revenue from operations increased to Rs. 19939 thousands from Rs 19404 thousands.

• PBDIT showed a drastic fall to Rs (817) thousands from Rs. (267) thousands.

• Loss before Tax for the current year stood at Rs. 1393 thousands.

• The Company reported a Net Loss of Rs. 1201 thousands as compared to loss of Rs. 561 thousands
reported last year.

During the Annual General Meeting of the Company held on 30/09/2024, Members of the Company
accorded their consent to the Board of Directors of the Company to sell / transfer / dispose off the Land
situated at Link Road, Industrial Area-A, Ludhiana in any manner as may be deemed fit by the Board.

Report on Corporate Governance

Pursuant to provisions of regulation 15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions of Regulation 27(2) are not applicable to the
Company as on 31^st March, 2025 as the paid-up Equity Share Capital and Net Worth was below Rs.
10 crores and Rs. 25 crores respectively.

Share Capital

During the year, the Company has neither issued any Shares with or without differential rights nor
issued any Sweat Equity shares. The Company has not purchased its own equity shares. The Paid up
Equity Share Capital as on 31^st March, 2025 stood at Rs. 4,01,00,000/- comprising of 40,10,000
Equity Shares of Rs. 10/- each. The Company has not issued or granted any stock options.

Board Meetings

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other
business discussions. During the year under review, the Board of Directors met on six occasions viz;
08/04/2024; 29/05/2024; 27/07/2024; 02/09/2024; 07/11/2024 and 27/01/2025. The intervening gap
between the Board Meetings was within the period prescribed under the Companies Act, 2013.

Public Deposits

The Company has not accepted any deposits from the public during the financial year 2024-25. There
has not been any outstanding or unpaid or unclaimed deposit at the end of the financial year 2024-25
in terms of Section 73 of the Companies Act, 2013 including rules framed therein.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Kulwant Rai
Dhawan (DIN: 00781090), retires by rotation at the forthcoming Annual General Meeting and being
eligible, offers himself for reappointment. The Board recommends his re-appointment for the
consideration of the Members of the Company at the forthcoming Annual General Meeting.

During financial year under review, Ms. Sonali Verma resigned from the post of Company Secretary
and Compliance Officer w.e.f 08.04.2024 and the Board in its meeting appointed Ms. Aarti Sharma as
Company Secretary & Compliance Officer of the company w.e.f. 08.04.2024

Declaration by Independent Directors

The independent directors have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 read with the SEBI (LODR) Regulations.

Significant and other material orders passed by the regulators or courts

There are no significant and other material orders passed by the regulators or courts or tribunals
during the financial year 2024-25 which has an impact on the going concern status and operations of
the company substantially.

Particulars of Loans, Guarantee or Investments

The Company has not given any loans, guarantee or made investments in terms of Section 186 of the
Companies Act, 2013.

Material changes and commitments, if any, affecting the financial position of the company

There are no material changes affecting the financial position of the company which have occurred
between the end of the financial year 2024-25 of the company to which the financial statements
relate and the date of the directors report.

Annual Return

The draft of the Annual Return of the Company as on 31^st March, 2025 in Form MGT - 7 in
accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014 is enclosed as Annexure -1 and forms part of this Report and
also available on the website of the Company.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained
by them, your Directors make the following statements in terms of Section 134(3)(c) of the
Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31^st March, 2025, the
applicable accounting standards have been followed along with proper explanation relating to
material departures, if any;

b) that the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company 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 in accordance with the provisions of the Act for safeguarding the Assets of the Company
and for preventing and detecting fraud and other irregularities;

d) that Directors’ have prepared the annual accounts on a going concern basis;

e) 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;

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.

Selection & Remuneration Policy

The Board of Directors of your company on the recommendation of the Nomination & Remuneration
Committee has framed a policy for selection and appointment of directors, key managerial personnel,
senior management employees and their remuneration.

Auditors

M/s Subash Vipan & Co., Chartered Accountants, Ludhiana (FRN 012898N) were appointed as
Statutory Auditors of the company for a period of five consecutive years i.e. to hold office from the
date of conclusion of 42^nd AGM until the conclusion of the 47^th AGM of the Company.

Cost Records

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014 as amended from time to time, your Company is not required to maintain cost
records.

Auditors’ Report

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in
their report are self-explanatory and do not call for any further comments.

Conservation of Energy, technology Absorption and Foreign Exchange Earning and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo is annexed herewith as Annexure- 2 and forms part of this Report.

Secretarial Audit Report

The Board has appointed Mr. Vikas Rai Berry, Practicing Company Secretary as Secretarial Auditors
of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year
ended 31^st March, 2025 is enclosed as Annuexure-3 to this report. The Secretarial Audit Report is
self-explanatory and do not call for any further comments.

Further, the Board in its meeting held on 20/08/2025 has proposed to appoint Mr. Vikas Rai Berry, a
peer reviewed Company Secretary in Practice (C. No. 4920/2023) as secretarial auditors for a term of
five consecutive years, commencing from financial year 2025-26 till financial year 2029-30.
Accordingly, the resolution seeking approval of the shareholders for the said appointment forms part
of the notice calling the ensuing Annual General Meeting.

Particulars of Contracts or Arrangements with Related Parties

The company has not entered into any contract or arrangement or transactions with the related parties
in terms of Section 188(1) of the Companies Act, 2013 during the year under review. Therefore there
is no requirement for disclosure pursuant to Clause (h) of sub-section (3) of Section 134 of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Corporate Social Responsibility (CSR)

The stipulation of formulate Corporate Social Responsibility Committee is not applicable to your
company in terms of Section 135 of the Companies Act, 2013.

Formal Annual Evaluation

The Board carries out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its various committees viz. Audit, Risk
Management, Nomination & Remuneration and Stakeholders Relationships Committee.

Industrial Relations

Industrial relations remained cordial throughout the year under review.

Internal Control Systems and Audit

Your company has adequate internal control systems commensurate with the size and nature of the
business. The company has engaged Berry Associates as its external agency to conduct internal audit
of affairs of the company. The scope of their work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency, effectiveness of systems and processes and
assessing the internal control strengths in all areas. Internal Auditors findings are discussed and
suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis.

Committees of the Board

1. Audit Committee

The company has constituted an Audit Committee in terms of Section 177 of the Companies Act,
2013 read with SEBI (LODR) Regulations, 2015. As on 31^st March, 2025, the Committee comprises
of Sh. Nipun Vyas as Chairman with Sh. Kulwant Rai Dhawan and Ms. Vama Oswal as Members.
The recommendations of the audit committee are always accepted by the Board of Directors. The
Audit Committee met 4 (four) times during financial year 2024-25 viz; 29/05/2024; 27/07/2024;
07/11/2024 and 27/01/2025.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in terms of Section
178 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015. As on 31^st March, 2025,
the Committee consists of Sh. Nipun Vyas as Chairman with Sh. Kulwant Rai Dhawan and Ms. Vama
Oswal as members. It lays down criteria for the persons who are qualified to become directors and
who may be appointed in senior management, makes recommendation to the Board for the
appointment and removal of directors, key managerial personnel, senior management employees and
their remuneration. During the financial year 2024-25, four meetings of the Nomination and
Remuneration Committee were held on 08/04/2024; 27/07/2024; 07/11/2024 and 27/01/2025.

3. Stakeholders Relationship Committee

The Company has constituted Stakeholders Relationship Committee in terms of Section 178 of the
Companies Act, 2013 read with stipulations of the SEBI (LODR), 2015. It comprises of Sh. Tej Paul
Oswal as Chairman with Sh. Nipun Vyas and Sh. Kulwant Rai Dhawan as members. It inter-alia
considers and resolves the grievances of the shareholders and investors viz; transfer of shares, non¬
receipt of shares/annual reports etc. & reviewing the reports by the Registrar. The Stakeholders
Relationship Committee met 4 (four) times during financial year 2024-25 on 29/05/2024; 27/07/2024;
07/11/2024 and 27/01/2025.

Vigil Mechanism/Whistle Blower Policy

The company has a vigil mechanism / whistle blower policy whereby any personnel who has genuine
concerns and/or observes matters involving any alleged misconduct (not necessarily a violation of
law), fraud and mismanagement, if any, can approach the Audit Committee without necessarily
informing their supervisors. The company has provided protection to “whistle blowers” from unfair
termination and other prejudicial employment practices. During the financial year 2024-25, there has
not been any instance of fraud/misconduct etc. reported under this policy of the company.

Subsidiaries/Joint Ventures and Associates

The company does not have any subsidiary/joint venture and associate company/concern.

Management Discussion and Analysis

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of
SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of
this Report.

Particulars of Employees

Information pertaining to employees in terms of Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the
Companies Act, 2013 is NIL.

Policy for Prevention of Sexual Harassment of Women at Work Place

Your Company has adopted a policy and constituted Internal Complaints Committee for prevention,
prohibition and redressal of sexual harassment of women at workplace in line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules framed thereunder. During the financial year 2024-25, no complaint on sexual
harassment was received by the company.

Compliance of the provisions relating to the Maternity Benefit Act 1961.

Your Company has complied with the provisions related to the Maternity Benefit Act, 1961.

The details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof.

The Company has not made any one time settlement with any Banks or Financial Institutions.

Listing

The securities of the Company are listed on BSE Limited (Scrip Code: 514460), Floor 25, P.J.
Towers, Dalal Street, Mumbai - 400 001.

Acknowledgment

Your company expresses gratitude to the Lenders, Creditors, Shareholders, Government Department,
Customers and Business Constituents for their cooperation and support.

For & On Behalf of Board of Directors
For Oswal Yarns Limited

Sd/- Sd/-

(Bharatt Oswall) (Tej Paul Oswal)
Executive Director Managing Director

(DIN: 00469332) (DIN: 00781144)

Place: Ludhiana
Date: 20.08.2025