Aarvee Denims & Exports Ltd

(CIN: L17110GJ1988PLC010504)

To,

The Members,

Your Directors have pleasure in presenting the 35^th Annual Report on the business and operations of your Company together with the audited accounts for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS

Your Company's performance during the year is as below:

(' in Lakhs)

2. PERFORMANCE DURING THE YEAR

During the year under review, the company has achieved revenue of Rs 9133.17 Lakh as compared to ' 26609.59 Lakh for the previous financial year. The Net loss for the year stood at ' 4461.64 Lakh against ' 6504.90 Lakh in the previous year.

Your Company looks forward to strengthen its operations by curtailing expenditure, asset monetization and debt reduction, etc. This would help the Company to improve its results and profitability.

3. DIVIDEND

Your Directors do not recommend payment of any Dividend for the financial year ended 31^st March, 2024.

4. INDIAN ACCOUNTING STANDARD (IND AS)

The company has adopted Indian Accounting Standards (IND AS) with effect from 1^st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. Hence, previous year's figures have been regrouped and reclassified, wherever considered necessary to confirm the figures represented in the current period.

5. COMPLIANCE OF SECRETARIAL STANDARDS

During the year, the Company has complied with the requirements of the Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to "Meeting of Board of Directors" and "General Meetings" respectively issued by Institute of Company Secretaries of India.

6. RESERVES AND SURPLUS

The Company has not transferred any amount to General Reserves for the Financial Year 2023-24.

7. SHARE CAPITAL

The paid up Equity Share Capital as at 31^st March, 2024 stood at ' 2345.98 Lakhs. During the year under review, the Company has neither made any issue of equity shares with differential voting rights nor has granted any stock options or sweat equity. The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

8. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

During the financial year under review pursuant to SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 your Company has complied with all the applicable provision of Corporate Governance.

Separate report on Corporate Governance and Management Discussion & Analysis, as required under the SEBI Listing Regulations are forming parts of the Annual Report.

The requisite certificate from Practicing Company Secretary confirming the compliance with the condition of Corporate Governance along with the observation is attached to the Report on Corporate Governance.

9. MATERIAL CHANGES, IF ANY

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this financial relate and the date to this report.

As a part of Asset monetization and Debt Reduction plan, the Company is in ongoing process of selling its undertaking of Sari Unit, Vijay Farm Unit with parts of machineries.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

11. FIXED DEPOSITS

During the year under review no Fixed deposit were accepted by the Company. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

12. INSURANCE AND CLAIMS

All properties and insurable interests of the company including building, plant and machinery and stocks wherever necessary and to the extent required have been adequately insured.

13. SUBSIDIARY COMPANIES /JOINT VENTURES/ASSOCIATE COMPANIES

Company is not having any Subsidiary, associate company and Joint venture as defined under the provisions of Companies Act, 2013 whose accounts are to be consolidated with the accounts of the company.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

For all related party transactions prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of foreseen and repetitive nature and such approval is in interest of the Company. Transactions entered into, pursuant to the omnibus approval so granted, are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

A detailed report on material contracts and arrangements made during the financial year 2023-24, being arm's length transactions have been reported and annexed hereto in form AOC-2 as Annexure -A forming part of this report.

There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board is uploaded on the Company's website at the web link http://www.aarveedenims.com/investors/ corporate-governance/

15. AUDIT COMMITTEE

Details pertaining to Composition of Audit Committee are included in Corporate Governance Report. All recommendations made by were accepted by Board.

16. RISK MANAGEMENT

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance with the business strategy.

17. INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has in place an adequate system of internal controls. It has documented policies and procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.

18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1) Changes in Directors and Key Managerial Personnel

In accordance with the provision of Section 152 (6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Kalpesh V Arora, (DIN:00007262), Whole time Director shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

Mr. Sanjay Majmudar, Mr. Amol Dalal and Mr. Ashok Gandhi ceased to be the Independent Directors of the Company on completion of their tenure on March 31, 2024

The Board places on record its appreciation towards valuable contribution made by them during their tenure as Directors of the Company.

During the FY 2023-24, based on the recommendation of the NRC and the Board, the shareholders have approved the appointment of Mr. Hiten M. Parikh , Mr. Kandarp G. Trivedi and Mr. Ankit N. Mittal as Independent Directors of the Company for a term of 5 years with effect from April 01, 2024 upto March 31, 2029.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has proposed that Mrs. Aarti Thakkar (DIN: 8603909), be re-appointed as an Independent Director on the Board of the Company. Mrs. Aarti Thakkar (DIN: 8603909), has fulfilled all the criteria to be reappointed as an Independent Director of the company . Mrs. Aarti Thakkar is proposed to be appointed as Independent directors to hold office for five consecutive years from 14.11.2024 to 14.11.2029 as per the provisions of Section 149, 152 read with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. The Board recommends her re-appointment at the forthcoming AGM.

Mr. Hiten M. Parikh (DIN: 01686215), Mr. Kandarp G. Trivedi (DIN: 00314065), Mr. Ankit N. Mittal (DIN: 10056094) & Mrs. Aarti Thakkar (DIN: 08603909) being independent directors are not eligible for retire by rotation and hold office for five consecutive years for a term from the date of their appointment by the Board of Directors as per the provisions of Section 149, 152 read with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Information regarding the meeting of directors and remuneration etc. is given in the Corporate Governance report attached with the report.

The company is having following Key Managerial Personnel: -

2) Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. The detail terms of Independent Directors are disclosed on the Company's website with the following link http:// www.aarvee-denims.com/script-code-stock-exchanges.html

3) Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance and, the Directors individually and as well as the evaluation of the working of its Committees. The criteria applied in evaluation process are explained in the Corporate Governance Report.

19. NUMBER OF MEETINGS OF THE BOARD

During the year under review, Seven board meetings were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

20. COMMITTEES OF BOARD OF DIRECTORS

Your Company has several Committees which have been established as part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Grievances and Relationship Committee

d. Corporate Social Responsibility Committee

e. Share Transfer Committee

f. Risk Management Committee

A detailed note on the committees with respect to compositton, meettngs, powers, and terms of reference is provided under the corporate governance report sectton in this Annual Report.

21. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sectton 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparatton of the annual accounts, the applicable accounttng standards have been followed and that there are no material departures;

(ii) they have selected such accounttng policies and applied them consistently and made judgments and esttmates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the Profit of the Company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounttng records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventtng and detecttng fraud and other irregularittes;

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

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operattng effecttvely; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operattng effecttvely.

22. CORPORATE SOCIAL RESPONSIBILITY

In Accordance with sectton 135 of the Act and Rules framed thereunder, the Company has constttuted a Corporate Social Responsibility ("CSR") Committee of Directors. The details of compositton of CSR Committee are given in the Corporate Governance Report.

The details of CSR policy and CSR spending by the Company have been provided as Annexure-B to this report, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

23. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Preventton, Prohibitton and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Preventton, Prohibitton and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protectton to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objecttve of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Sectton 177(9) & (10) of the Companies Act, 2013 and Regulatton 22 of SEBI (Listtng Obligatton and Disclosure Requirement) Regulattons, 2015, a Vigil Mechanism or 'Whistle Blower Policy' for Directors, employees and other stakeholders to report genuine concern has been established. The same is uploaded on the website of the Company http://www.aarvee-denims.com/ pdfs/vigil-machanism.pdf. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operattons.

26. AUDITORS

(1) Statutory Auditors

M/s. Pankaj R. Shah & Associates, Chartered Accountant, Ahmedabad (Firm registration No.107361W) were appointed in the 33^rd Annual General Meeting of the Company as Statutory Auditors to hold office for five years from the conclusion of the 33^rd Annual General Meeting till the conclusion of 38^th Annual General Meeting of the Company.

M/s. Pankaj R. Shah & Associates, Chartered Accountant, Ahmedabad (Firm registration No.107361W) statutory auditors of the Company have submitted the Audit Reports for Audited Standalone Financial Results of the Company for the Financial year ended 31^st March 2024 with unmodified opinion.

(2) Cost Auditors

The company has received a consent letter from the cost auditors M/s. N. D. Birla and Co., Cost Accountant to the effect that their appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment. The board of Directors of the company at its meeting held on 29^th May, 2024 appointed M/s. N. D. Birla & Co., Cost Accountants as the cost auditors of the Company to conduct the audit of cost records maintained by the Company as required by the Companies (Cost Records and Audit) Rules 2014 as amended from time to time.

The members are requested to ratify the remuneration to be paid to the cost auditors of the company

(3) Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Tapan Shah, Practicing Company Secretary (COP No. 2839) for conducting Secretarial Audit of the Company for the financial year ended on 31^st March, 2024. The Secretarial Audit report of Mr. Tapan Shah. Practicing Company Secretary along with the observations for the financial year ended 31^st March, 2024, is annexed as Annexure - C. Observations was raised for a notice from BSE & NSE for delay in reporting of Regulation 24 A of SEBI (LODR) Regulations,2015,the Company has filed waiver of penalty with stock exchange and that is under process. The Company has made default in payment/repayment of principal amount from banks/FI for which disclosures are made by the company to stock exchange. Regarding default made in payment of interest to Fixed deposit holders and maintaining adequate liquid assets in deposit repayment reserve account, the Company is taking steps regarding them.

27. FRAUD REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE TO REPORTABLE TO CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 (3) of The Companies (Accounts) Rules, 2014, is annexed as Annexure - D.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as Annexure - E to this report.

30. ANNUAL RETURN

The extract of Annual Return is no longer required to be attached with the Director's Report u/s 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management & Administratton) Rules, 2014 vide nottficattons issued by Ministry of Corporate Affairs (MCA) dated 28/08/2020 and 05/03/2021.

Pursuant to Sub-sectton 3(a) of Sectton 134 and Sub-sectton (3) of Sectton 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administratton) Rules, 2014, the copy of the Annual Return of the Company for the Financial Year ended on 31.03.2024 in Form MGT-7 is available on website of the Company http://www.aarveedenims.com.

31. INDUSTRIAL RELATIONS

The industrial relattons conttnued to be generally peaceful and cordial.

32. TRANSFER OF AMOUNT/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

The amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the company, from ttme to ttme on due dates, to the Investor Educatton and Protectton Fund.

Pursuant to the provisions of Sectton 124(6) of the Companies Act, 2013 read with the Investor Educatton and Protectton Fund Authority (Accounttng, Audit, Transfer and Refund) Rules, 2016 as amended ttll date, transfer of shares held by the shareholders of the Company whose dividends are unpaid for a consecuttve period of 7 years or more to the Demat A/c of the Investor Educatton and protectton fund authority opened by the IEPF Authority in terms of the aforesaid Rules

Pursuant to the provision of Investor Educatton and Protectton Fund (Uploading of informatton regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, there are no unpaid and unclaimed amounts lying with the Company as on 28^th September 2024 (date of last Annual General Meettng).

The Company has Company Secretary as Nodal Officer under the provisions of the Investor Educatton and Protectton Fund.

33. REGULATORY STATEMENT

The Equity shares of your company are listed on the BSE Limited (BSE) and the Nattonal Stock Exchange of India Limited (NSE).

The Company has paid the listtng fees for the year 2023-24 as well as for 2024-25 to above stock exchanges.

34. INFORMATION TECHNOLOGY

Your company keeps in line with the ongoing technological developments taking place in the country and worldwide. The informatton technology adopted by the company serves as an important tool of internal control as well as providing the benefits of modern technology to its esteemed customers. Company is taking utmost precauttons for the security of data and having a dedicated team for this. During the financial year 2024-2025 there was no instance of cyber security breach happened in the company.

35. CREDIT RATING

Credit rating from Infomerics Valuation and Ratings Private Limited was obtained for bank loan facility and India Rating and Research Private Limited for Deposit. The rating was as under:

Annual Surveillance of both Rating are in process by Infomerics Valuation and Ratings Private Limited

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for their continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year and look forward to their continued support in future. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.