The Directors have pleasure in presenting before you the Fortieth (40^th) Annual Report along with
the Audited Standalone Financial Statements for Financial Year 2024-25. 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 40^th Annual Report of Alstone Textiles (India)
Limited along with the audited financial statements for the financial year ended March 31, 2025.

1) FINANCIAL SUMMARY HIGHLIGHTS

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

2) REVIEW OF OPERATIONS

During the year under review, the Company has recorded a total income of Rs. 436.00 Lakhs and
Net Profit after tax of Rs. 310.61 Lakhs as against the total income of Rs. 848.91 Lakhs and Net
Profit of Rs. 416.81 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 2024-25 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 2024-25 Authorized Share Capital of the company ? 1,00,00,00,00,000
(divided into 1,00,00,00,00,000 shares of ? 1 each) and Paid-up Share Capital of the company T
6,27,48,00,000 (6,27,48,00,000 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

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

11)

ISSUANCE OF UPTO 500,00,00,000 EQUITY SHARES ON PREFERENTIAL BASIS UPON
CONVERSION OF OUTSTANDING UNSECURED LOAN. TO THE PERSONS
BELONGING TO NON-PROMOTER GROUP

The Board, considering the financial position and therefore enhance the shareholders participation,
by approving the conversion of existing unsecured loans held by non-promoter investors into equity
shares on a preferential basis at a conversion ratio of 500,00,00,000_equity shares of Rs. 1/- each
issued at par on preferential basis. The Company is permitted to trade on the Exchange with effect

from Thursday, December 26, 2024 subject to necessary regulatory approvals and compliance with
the Companies Act, 2013 wide BSE approval dated on 10/10/2024.

*India Solomon Holdings Limited is a listed entity.
12) 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 2024-25:

1. 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
from 08^th July, 2024 and 09^th July, 2024.

2. Mr. Luv Sharma (DIN: 09480544) & Ms. Reema Magotra (DIN: 09804839) was appointed as an
Additional Non-Executive & Independent Director of the Company w.e.f., August 13, 2024 & July 10,
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 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. 2024-25 on 25^th March, 2025 of the Independent
Directors.

C. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act the independent directors have submitted

declarations that each of them meets the criteria of independence as provided in Section 149 (6) of
the Act along with Rules framed thereunder. There has been no change in the circumstances
affecting their status as independent directors of the Company.

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 SEBI (LODR)
Regulations, 2015, 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. CHIEF 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.2024-25.

13. MEETINGS

(a) BOARD MEETINGS

The Board of Directors met 7 times during the F.Y- 2024-25. The dates on which meetings were held
are 23/05/2024, 10/07/2024, 13/08/2024, 23/08/2024, 10/10/2024, 12/11/2024 and 14/02/2025.

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:

*Ms. Prerna Singh (DI*Prerna Singh DIN: 10153909) Non- Executive & Independent Directors of the
Company has resigned from their directorship of the Company with effect June 08^th, 2024.

**Mr. Tushar Rai Sharma (DIN: 09211414) Non-Executive & Independent Directors of the Company
has resigned from the Board w.e.f. July 09^th, 2024.

***Ms. Reema Magotra (09480544) was appointed as a Non-Executive & Independent Director of the
Company w.e.f., July, 10, 2024.

****Mr. Luv Sharma (DIN: 09480544) was appointed as a Non-Executive & Independent Director of
the Company w.e.f., August, 13, 2024.

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 4 (Four) Audit Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met (4) times in the FY 2024-25. The dates on which these meetings were held are
16/05/2024, 13/08/2024, 11/11/2024, and 13/02/2025.

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

1. *Mr. Tushar Rai Sharma (DIN: 09211414) Non-Executive & Independent Directors of the Company
has resigned from the Board w.e.f. July 09^th, 2024.

2. **Mrs. Reema Magrtra (DIN: 09804839) Non-Executive & Independent Directors of the Company
w.e.f. July 10^th, 2024.

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members, all are Non-Executive
Directors (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 2024 to 31^st March 2025. The date on
which the meeting was held is 11/11/2024. The Composition of Nomination & Remuneration
Committee and their attendance at the meeting are as under:-

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

(iii) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

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

Meetings of the Committee:

The Committee met only one time dated on 21/08/2024 during the year.

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

Compliance Officer:

(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 05/07/2024 and 08/11/2024 during the financial year ended on
March 31, 2025. The Composition Risk Management committee and their attendance at the meeting are
as under:-

*Mr. Tushar Rai Sharma (DIN: 09211414), Non-Executive & Independent Directors of the Company has
resigned from the Board w.e.f. July 09th, 2024.

(v) SHAREHOLDERS MEETING

There was one (1) Share Holders Meeting i.e. 39^th AGM (Annual General Meeting) held on 20^th
September, 2024 at 01:00 P.M. through video conferencing/other audio-visual means (OAVM).

14. PARTICULAR’S 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.

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 2024-25 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 has Paid-up Share Capital of INR
6,27,48,00,000/- (Rupees Six Hundred Twenty Seven Crores Forty Eight Lakhs Only) and Net worth is
INR 65,590.59 Cr. (Rupees Sixty Five Thousand Five Hundred Ninety CroreOnly) as at March 31^st,
2025.

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 2024-25.

(i) SECRETARIAL AUDITOR’ SREPORT

The Secretarial Audit Report is annexed herewith as Annexure - IVto 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.

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

B. STATUTORY AUDITOR

At the Board Meeting of the company held on Saturday, 31^st May, 2025, Board has appointed M/S V
R S K & ASSOCIATES, Chartered Accountants (Firm Registration No. (011199N) as Statutory
Auditors of the Company under casual vacancy in place of M/S H K CHHABRA & CO, Chartered
Accountants (Firm Registration No. (010917N) who tender his resignation on 07th May 2025, to hold
the office till the conclusion of Ensuing AGM.

Re-Appointment of M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No.
(011199N), as Statutory Auditors of the Company would be tabled at the meeting of Members, to be
appointed as a Statutory Auditor of the Company Subject to the approval of Shareholders at General
Meeting

At the Board Meeting of the company held on Friday, 14^th February, 2025, Board has appointed M/s
H K Chhabra & Co., Chartered Accountants (Firm Registration No. 010917N) as Statutory Auditors
of the Company under casual vacancy in place of GSA & ASSOCIATES LLP., Chartered
Accountants (ICAI Registration No. AAS-8863) to hold the office till the conclusion of Ensuing
AGM.

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.

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.

(i) STATUTORY AUDITOR’S REPORT

The Auditors have given his Audit Report for the Financial Year 2024-25 and same is annexed
herewith 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 2024 -
25.

(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, 2025.

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 2024-25: 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, 2025.

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 shareholding in the electronic
mode with their Depository Participates 99.92% of the Company’s Paid-up Share Capital is in
dematerialized form and balance 0.08% is in physical form as on 31^st March, 2025.

27. LISTING OF SHARES

The Company has Listed 6,27,48,00,000 Equity Shares of 1/- each on BSE Limited as on 31^st March,
2025.

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 IN 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 2024-25.

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
2024-25.

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. During the financial year 2024-25 Mr. Tushar Rai Sharma resigned from
their directorship of the company w.e.f. 09.07.2024 and Ms. Reema Magotra, was appointed as a Non¬
Executive & Independent Director of the Company w.e.f., 10.07.2024.

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 Ms. Reema Magotra, 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 2024-25.

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 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, 2025 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 2024-25, 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:

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 40^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.

41. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE
PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

We hereby affirm that our company fully complies with the provisions of the Maternity Benefit Act,
1961, as amended from time to time. We are committed to ensuring the rights and welfare of our women
employees, and accordingly: Maternity benefits, including paid leave, medical bonus, nursing breaks,
and other applicable entitlements, are provided in accordance with the Act; No discrimination is made
against women employees on account of pregnancy, childbirth, or any conditions related thereto;
Appropriate records are maintained as per statutory requirements; We ensure a safe, inclusive, and
supportive work environment for all women employees, particularly during maternity and post-maternity
periods. This statement is issued in good faith and in the interest of transparency and statutory
compliance.

42. 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

SD/- SD/-

Date: 05/08/2025 Deepak Kumar Bhojak Ramesh Kumar

Place: New Delhi (Managing Director) (Director)

DIN: 06933359 DIN: 00537325