Your Directors take immense pleasure in presenting the 43rd Annual Report together with the Audited Financial
Statements (Standalone and Consolidated) showing the financial position of the Company for the financial year

ended March 31. 2025.

Financial Results

The performance of your Company for the financial year ended March 31, 2025 is summarized below:

(Rs. in Lakhs)

Indian Accounting Standards

The Financial Statements for the year ended on March 31, 2025 have been prepared in accordance with the
Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013
('the Act’) and other recognized accounting practices and policies to the extent applicable

Dividend

Pursuant to the Requirements of Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 ('the Listing Regulations’), the Company has formulated its Dividend Distribution Policy, the
details of which are available on the Company’s website at www.addiindustries.com

Transfer to Reserve

The Company has not transferred any amount to the general reserves during the current financial year.

Share Capital

During the year under review there were no changes in the capital structure of the Company.

State of the Company affair

There was no change in the nature of the business of the Company during the year under review.

Future Business Prospects

The Board of Directors have been exploring and assessing various available business propositions for diversification
including, inter-alia, the manufacturing of Woven Garments, for better prospects, and for augmenting the resources
& the profitability of the Company. The Directors are hopeful of improved working results in the ensuing period.

The Company will continue to explore various options to strengthen its capital base and balance sheet to augment
the long-term resources for meeting funds requirements of its business activities, the future growth opportunities,
general corporate purposes and other purposes Strict monitoring is being done to cut down costs and overheads
wherever feasible to make the product more price competitive. The Company is also exploring market to get

business in other areas also.

Technology up-gradation, modernisation cum diversification

The Company has not incurred any expenditure on technology up-gradation & modernization of machinery and

equipment during the year under report and during the preceding year

Finances

Your Company continues to have the support of its Bankers, Punjab National Bank and HDFC Bank Limited, for

the working capital requirements commensurate with its business activities on need basis.

Deposits

During the year under review, your Company has not accepted any public deposits within the meaning of Section(s)
73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no
amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Particulars of Loans, Guarantees or Investments

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Act.

The details of the investments made by Company are given in the notes to the financial statements.

Internal Financial Control Systems and their adequacy

The Company has an internal control system, commensurate with the size, scale and complexity of its operations.
The scope and authority of the internal audit function is defined in the Internal Audit Manual. To maintain its
objectivity and independence, the internal audit function reports to the Chairman of the Audit Committee of the

Board and to the Managing Director

Rajeev Shagun Gupta & Co were appointed as Internal Auditors for a term of 5 years from 2020-21 to 2024-25
in terms of Section 138 of the Act read with the Companies (Accounts) Rules, 2015 monitors and evaluates
the efficacy and adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company.

During the year 2025-26, Rajeev Shagun Gupta & Co were Re-appointed as Internal Auditors for a term of 1 years
for a period of 01.04.2025 to 31.03.2026 in terms of Section 136 of the Act read with the Companies (Accounts)

Rules, 2015.

Based on the report of internal audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and recommendations, if any, along with
corrective actions thereon are presented to the Audit Committee of the Board.

Directors and Key Managerial Personnel (KMP)

Appointment and Re-appointment of Directors:

Mr. Chaman Lai Jain, Managing Director of the Company, retired by rotation as per the provisions of Section 152
of the Companies Act, 2013 and in 42nd Annual General Meeting (AGM) re-appointment by the shareholder in the

general meeting.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Hari Bansal, Director, retires by rotation at the
ensuing 43rd Annual General Meeting (AGM) and is eligible for re-appointment. Board of Directors recommends

his re-appointment.

The Board of Directors appointed Ms. Apra Sharma in Board Meeting held on August 13, 2024 as an Additional
Director (Non-Executive and Independent) of the Company with effect from August 13, 2024 till the 42nd Annual

General Meeting.

Ms Apra Sharma has been appointed as Independent Director in the 42nd Annual General Meeting (AGM) of the
Company for a period of five year with effect from August 13,2024 till August 12, 2029.

Resignation of Directors:

Mrs. Kusum Chopra Ceased to be Non-Executive and Independent Director of the Company upon completion of
tenure at the close of business hours on March 31, 2025

The Board appreciates her period of directorship in the Company. The Board of Directors places on record its
deep sense of appreciation for the valuable contributions and guidance provided by Mrs. Kusum Chopra during
her tenure as Non-Executive and Independent Directors of the Company

Key Managerial Personnel:

As on year ended 31st March 2025, Mr. Chaman Lai Jain, Managing Director, Mr. Atul Jain, Chief Financial Officer
and Ms. Taranjeet Kaur, Company Secretary are the Key Managerial Personnel of the Company.

There was no change in the compositions of KMP during the period under review.

Declaration by Independent Director

In accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations,
all Independent Directors have from time to time submitted declarations confirming that they meet the criteria as
mentioned in Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013. The
Independent Directors have also individually and severally confirmed that they are not aware of any circumstance
or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence. Further, the Board after
taking these declarations/disclosures on record and acknowledging the veracity of the same, opined that the
Independent Directors of the Company are persons of integrity and possess the relevant expertise and experience
(including the proficiency), fulfills the conditions specified in the Listing Regulations and the Companies Act, 2013
for appointment of Independent Directors and are independent of the Management

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the requirements of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance,
the directors individually as well as the evaluation of the various Committees. The evaluation process focused
on various aspects of the Board and Committees functioning such as composition of the Board and Committees,
experience and competencies, performance of specific duties and obligations, governance issues etc. Separate
exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance,
contribution and independent judgment. The Directors expressed their satisfaction with the evaluation process.

Board Diversity

The Company recognizes the importance and benefits of having the diverse Board to enhance quality of its
performance.

The Company believes that a diverse Board will enhance the quality of the decisions made by the Board by
utilizing the different skills, qualification, professional experience, gender, knowledge etc. of the members of the
Board, necessary for achieving sustainable and balanced growth of the Company. The Board of Directors on the
recommendations of the Nomination and Remuneration Committee has adopted a Policy on Diversity of Board of
Directors In terms of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

Nomination and Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection
and appointment including criteria for determining qualifications, positive attributes of Directors, Key Managerial
Personnel (KMP), Senior Management and their remuneration. The brief detail of the Policy is stated in the

Corporate Governance Report.

Committees of the Board

As on 31st March. 2025, the Board has Three (3) committees namely, Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee. A detailed note on the composition of the
Committees is provided in the Corporate Governance Report which forms an integral part of the Board’s Report.

Number of Meetlng(s) of the Board and Committees

A Calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four (4) Board Meetings and four (4) Audit Committee 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 Companies Act, 2013. During the year under review one of each meetings of

Nomination and Remuneration Committee and Stakeholders Relationship Committee have been held, the details
of which are given in the Corporate Governance Report.

Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013 the directors would like to state that:

0 In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with

proper explanation relating to material departures:

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

li) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting any fraud or other irregularities;

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

v) 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, and

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and
that such system were adequate and operating effectively.

Related party transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were
in the ordinary course of the business. 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 the Company at large. Accordingly, no transactions are being reported in Form AOC-2 in terms of
Section 134 of the Act read with rules made thereunder.

The Board of Directors, on the recommendation of the Audit Committee, has approved a Policy to regulate
transactions between the Company and its Related Parties, in compliance with the applicable provisions of the
Companies Act, 2013, the Rules made there under and Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations. 2015. The Policy on Related Party Transactions has been suitably formulated as per
the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations. 2015, has been uploaded on the Company s website.

There were no materially significant Related Party transactions during the year under review.

Material changes and commitments of the Company between the end of the financial year and the date of

the report thru takeover and change in management and control

The existing promoters of the Company have entered into share purchase agreement with the acquirers namely
Mr Rajat Goyal. Mrs Neha Agarwal, M/s Rajat Goyal HUF. Mr Sandeep Mittal. Mrs Ruchi Mittal and M/s
Sandeep Mittal & Sons HUF to sale their entire stake of 74.27% along with complete management control of Addi
Industries Limited and accordingly an Open Offer has been made to the shareholders by the acquirers through
public announcement made on May 20, 2025. The Open Offer is under process. Post Completion of Open Offer
obligations, the acquirers will take over management control of the Company along with substantial shareholding
of the Company.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and
all employees in the course of day to day business operations of the Company. The Company believes in “Zero
Tolerance" against bribery, corruption and unethical dealings/behaviors of any form.

The Code lays down the standard procedure of business conduct which Is expected to be followed by the Directors

and the designated employees in their business dealings and in particular on matters relating to integrity at the
work place, in business practices and in dealing with stakeholders The Code gives guidance through examples
on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

Details of Difference between the amount of the Valuation done at the time of one time settlement and the
Valuation done while taking loan form the Banks or financial institutions along with the reasons thereof

The Company has neither availed any loan from Banks or financial institutions and hence there is no application
being ever made for one time Settlement with any banks or financial institution.

Vigil Mechanism /Whistle Blower Policy

In terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and pursuant to the provisions of
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Company
has a vigil mechanism policy to deal with the instance of fraud and mismanagement, if any.

In staying true to our values of strength, performance and passion and in line with our vision of being one of the
Companies, having highest standards of Corporate Governance and stakeholder responsibility. The periodic
report for any instance is to be reported before the Audit Committee.

Risk Management Policy

The Company has a judicious risk management policy, strong systems, constant monitoring of various risk factors
and a focus on greater market penetration that continue to guide its business strategy.

Corporate Social Responsibility (CSR)

As per the provision of Section 135 of the Companies Act, 2013, every Company having net worth of Rs. 500
Crore or more, or Turnover of Rs. 1000 Crore more or a Net Profit of Rs. 5 Crore or more during the immediately
preceding financial years is required to spent In every financial year, at least two percent (2%) of the average net
profits made during the three immediately preceding financial year, in pursuance of the CSR Policy.

The Company does not meet the criteria of Section 135 of the Companies Act 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014

The Company endeavours to adopt an integrated approach to address the community, societal & environmental
concerns by taking one or more of the activities allowed as per Section 135 of the Act and the applicable rules and

regulations

Prevention of Insider Trading

The Company has adopted a Code of Conduct for prevention of insider trading with a view to regulate trading
in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for
dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading window is closed. The Board is responsible for implementation of the Code.

All Board members and the designated employees have confirmed compliance with the Code.

Preservation of Documents S Archival Policy

In terms of Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has adopted a Policy for Preservation of Documents &
Archival thereof, classifying them in two categories as follows:

a) documents whose preservation shall be permanent in nature,

b) documents with preservation period of not less than eight years after completion of the relevant transactions.
Details of significant & material orders passed by the Regulators or Courts or Tribunals

During the year under review, there were no material and significant orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future.

Secretarial Auditor

As required under Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of managerial Personnel) Rules, 2015 the Company had appointed Ms. Jyoti Sharma, Company
Secretary in practice of JVS & Associates to undertake the Secretarial Audit of the Company for the financial year
2024-25. The Secretarial Audit Report for the financial year ended March 31,2025 is annexed as Annexure-A

Statutory Auditors

M/s. B.R Gupta & Co., Chartered Accountants, were appointed at the 40th Annual general Meeting of the Company
held on 30th September, 2022 for a period of five consecutive years to hold office until conclusion of the 45th AGM
to be held in the Calendar year 2027. The Auditors have confirmed that they are not disqualified from continuing
as Statutory Auditors of the Company.

Auditor's Report/Secretarial Audit Report

The observation made in the Auditors' Report read together with relevant notes thereon are self-explanatory and
hence do not call for any further comments under Section 134 of the Companies Act, 2013.

Frauds reported by Auditor’s under Section 143(12) of the Companies Act, 2013

During the year under review, no instances of fraud were reported by the statutory auditors under Section 143(12)
of the Companies Act, 2013 and rules framed thereunder either to the Company or to the Central Government.

Annual Return

A copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act,
2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on website of
the Company in pursuance to Section 92(3) of the Companies Act, 2013 and the same can be accessed, http://
www.addlindustries.coin/annual-retum/

Subsidiary/ Joint venture/Associate Company.

During the year under review, Aum Texfab Private Limited continues to be a Subsidiary of the Company and
the contribution of the said Subsidiary Company was insignificant. The consolidated financial statements of the
Company and its above said subsidiary form part of the Annual Report

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial
statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company
as Annexure-B. The Financial Statements of the Subsidiary Company will be made available upon request by any
Member of the Company interested in obtaining the same. The Financial Statements of the Subsidiary Company
will also be kept for inspection by any Member of the Company at its Registered Office.

Further, pursuant to provisions of Section 136 of the Act, the financial statements, including Consolidated
Financial Statements of the Company along with relevant documents and separate audited accounts in respect of
Subsidiaries and Associate, are available on the website of the Company at www.addiindustries.com.

The Board of Directors has approved a Policy for Determining Material Subsidiaries in compliance with the
provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Policy for Determining Material Subsidiary has been suitably formulated as per the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

Consolidated Financial Statements

As stipulated by Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has prepared Consolidated Financial Statement in accordance with the applicable accounting
standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 ("the Act"). The
Consolidated Financial Statement reflects the results of the Company and that of its subsidiary and associates. As
required under Regulation 34 of the Listing Regulations, the Audited Consolidated Financial Statement together
with the Independent Auditors' Report thereon is annexed and forms part of this Report

The summarized Consolidated Financial Statement is provided above in point No.1 of this Report.

Management Discussion & Analysis

In accordance with the requirements of the Listing Regulations, the Management Discussion and Analysis Report
is given in the “Annexure -C”, forming part of this Report.

Corporate Governance

Your Company believes in conducting its affairs in a fair, transparent and professional manner and maintaining the
good ethical standards, transparency and accountability in its dealings with all its constituents. As required under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate
Governance along with the Auditors' Certificate thereon forms part of this report as “Annexure - D"

Particulars of Employees

There was no employee who was in receipt of remuneration for the financial year under report in the aggregate
of more than Rs. One Crore Two Lakhs per annum, if employed throughout the year or Rs. Eight Lakhs Fifty
Thousand per month, if employed for part of the financial year, within the meaning of Section 197 read with rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed to

this Report as Annexure-E.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

Conservation of Energy which is not furnished as the relative rule is not applicable to your Company.

There is no information to be furnished regarding Technology Absorption as your Company has not undertaken any
research and development activity in any manufacturing activity nor any specific technology is obtained from any

external sources which needs to be absorbed or adapted.

Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during
the year in terms of actual outflows is as follows:

Foreign Exchange Inflows: NIL
Foreign Exchange Outflows: NIL

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redress-al)

Act, 2013:

The Company is committed to providing a safe and conducive work environment to all of its employees and
associates. The Company has created the framework for individuals to seek recourse and redress-al to instances
of sexual harassment.

During the year under review, no complaints were received from any employee and hence, no action was required
to be taken by the Company in accordance with the provisions of The Sexual Harassment of Women at Workplace

(Prevention, Prohibition & Redress-al) Act, 2013 and rules made thereunder and no complaints are outstanding as
at 31 st March, 2025.

Compliance with the Provisions relating to Maternity Benefit Act, 1961

The Company continues to comply with the provisions of the Maternity Benefits Act, 1961 as amended. All eligible
female employees are provided with maternity benefits in accordance with the statutory requirements. Including
paid maternity leave, nursing breaks and protection from dismissal during maternity leave.

However there were no instances of non-compliance reported during the period under review.

Further during the period under review the number of female employees in the Company was less than fifty
therefore the Company was not required to provide cr&che facility.

Details of Application Made or Any Proceeding Pending under The Insolvency and Bankruptcy Code, 2016
during the year along with their status as at the end of the Financial Year

No such application filed/ pending during the period under review.

Maintenance of cost records as specified by the central government under sub-section (1) of section 148
of the companies act, 2013

Your Company doesn't fall under the classes of Companies specified under Section 148(1) of the Companies Act,
2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014. Accordingly, the Company is not
required to maintain Cost Records as specified by the Central Government.

Compliances of applicable Secretarial Standards

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of
the Board of Directors’ and General Meetings’ respectively

Acknowledgements

Industrial relations continue to be cordial during the year under report. The Directors appreciate the effort and
contribution made by the Workers, Staff Members and Executives at all levels. The Directors would also like to
thank the Shareholders, Bankers, Customers, and Suppliers & vendors for the continuous support given by them
to the Company, and their confidence in its management.

For and on behalf of the Board of Directors of

Addi Industries Limited

Sd/- Sd/-

P ace: New Delhi Chaman Lai Jain Hari Bansal

Dated: 11-08-2025 Managing Director Director

(DIN: 00022903) (DIN: 00022923)