Your directors have pleasure in presenting the 7^th Director's Report of the Company together with the
Audited Financial Statements and the Auditors' Report of your company for the financial year ended
March 31, 2025.

FINANCIAL PERFORMANCE

The following are the financial results of the Company for the year ended 31st March, 2025.

(Rs. In Lacs)

STATE OF AFFAIRS

Income from operations of the company has decreased from Rs. 34425.54 Lacs to Rs. 31375.16 and
Net Profit after Tax has been increased from Rs. 313.19 Lacs to Rs. 347.25 Lacs. Our Earnings per shares
(basic) stand at Rs. 1.89.

CHANGE IN NATURE OF BUSINESS

There has been no significant change in the business carried on by the company and it continued to
be in business of dealing in various yarn and threads. In addition to this, company also dealing in
aluminium foil, polyester chips, polyester granules, chips, bop film, cpp film including their raw
materials, polyester chips, granules, PET film, paper and other items used in packing or packaging
industries, textile machinery and equipment, testing equipment, etc

DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors
recommend that this time the company is not declaring dividends as the company requires funds for
its business expansion. Your directors are unable to recommend any dividend for the year ended 31st
March, 2025

TRANSFER OF U0NCLAIMED DIVIDEND TO INVESTOR EDUCATION PROTECTION FUND:

The Unclaimed Dividend amount is Rs.6000 as on March 31, 2025 which was declared during the FY
2018-19. So the Question of transferring the amount in the Investor Education and Protection Fund
as per the provisions of Section 125(2) of the Companies Act, 2013, does not arise.

TRANSFER TO RESERVE

The Company has transferred the whole amount of Profit to Reserve and surplus account as per
audited Balance sheet for the year ended on March 31, 2025.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

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

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 35,00,00,000/- (Rupees Thirty-Five Crores Only)
divided into 3,50,00,000 Equity Shares of Rs. 10/- each and the Paid-up Capital of the Company is Rs.
18,38,27,210/- (Rupees Eighteen Crores Thirty Eight Lacs Twenty Seven Thousand Two Hundred Ten
Only) divided into 1,83,82,721 Equity shares of Rs. 10/- each.

MATERIAL CHANGES

There have been no material changes and commitments, which affect the financial position of the
company which have occurred between the end of the financial year to which the financial statements
relate and the date of this Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of
the Company, Mrs. Jigisha Dharmesh Chorawala (DIN: 10820203), Non-executive non independent
director, retire by rotation and is being eligible has offered herself for re-appointment at the ensuing
Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from
appointment under Section 164 of the Companies Act, 2013.

The following are the List of Directors and KMP of the Company during the year:

* Jigisha Dharmesh Chorawala has been appointed as additional non -executive director of
company on 28/10/2024, which further regularized and appointed for 5 years w.e.f.
28/10/2024 at an Extra Ordinary General Meeting of Members held on 08/01/2025.

EXTRACT OF ANNUAL RETURN:

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read
with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the
Company's website: www.anandrayons.com

Weblink:

https://www.anandravons.com/upload/annual%20report/draft%20form%20mgt%207 24-25.pdf

CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to
Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company is filing Corporate Governance Report to stock exchange quarterly. However, as per
Regulation 34(3) read with Annual Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Company is submitting report on corporate governance in
"Annexure-1" forming part of this Annual Report. The requisite certificate from the Auditors of the
Company confirming compliance with the conditions of Corporate Governance is also attached in the
Corporate Governance Report.

COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of the changes in
their composition if any is given in "Annexure A" in the Corporate Governance Report.

NUMBER OF MEETING HELD DURING THE YEAR: -

The Details of all meeting of Board of Directors and Committee meeting had taken place during the
year and their details along with their attendance, is given in "Annexure A" in the Corporate
Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their
knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting
standards have been followed and that no material departures have been made from the same;

b) 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 or loss of the
Company for that year;

c) The Directors had 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 fraud and other irregularities;

d) The Directors had prepared the annual accounts on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and
that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

In compliance with the Companies (Audit and Auditors) Rules, 2014, the Members, at the Sixth Annual
General Meeting of the Company held on 27^th day of August, 2024 has appointed M/s. M.R.
Bombaywala & Co., Chartered Accountants (Firm Registration no. 123117W), Surat as a Statutory
Auditors of the Company for a second term of five years from FY 2024-25.

The Auditors' Report for FY 2024-25 forms part of the Annual Report and does not contain any
qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors
had appointed Mr. Jitendrakumar Rewashankar Rawal, Practicing Company Secretaries, Surat, as

Secretarial Auditors of the Company to conduct the Secretarial Audit for F.Y. 2025-26 at its meeting
held on 05.08.2025. A Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as "Annexure 2".

Further, Mr. Jitendrakumar Rewashankar Rawal will be appointed for a term of 5 years from FY 2025
26 subject to approval of shareholders in ensuing AGM.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board
of Directors had appointed M/s Sutarwala & Associates, Chartered Accountants, Surat as Internal
Auditors of Company for FY 2025-26 at a board meeting held on 26/05/2025.

The Company continued to implement their suggestions and recommendations to improve the control
systems. Their scope of 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 Auditor's findings are discussed with the process owners and
suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to
improve efficiency in operations.

COST AUDITORS

Provisions for Cost Auditors are not applicable to the Company.

LOANS, GUARANTEES AND INVESTMENT

Pursuant to the provisions of Section 186 of the Companies Act 2013, with respect to a loan,
guarantee, security or investments covered under are disclosed in the notes to the Financial
Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year ended March 31, 2025, your Company did not enter into any Related Party
Transaction which requires prior approval of the Members of the Company. All Related Party
Transactions entered into by your Company had prior approval of the Audit Committee and the Board
of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the
Board have also reviewed the Related Party Transactions on a quarterly basis. There have been no
materially significant Related Party Transactions having potential conflict with the interest of the
Company. Since all Related Party Transactions entered into by your Company were in the ordinary
course of business and also on an arm's length basis, therefore, details required to be provided in the
prescribed Form AOC - 2 are not applicable to the Company. Necessary disclosures required under the
Ind AS 24 have been made in the Notes to the Financial Statements for the year ended March 31,
2025.

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

The details of conservation of energy, technology, absorption, foreign exchange earnings and outgo
as required U/S 134(3)(m) of Companies Act 2013 are as under:

• Conservation of Energy: ¹

• Steps taken / impact on conservation of energy: N.A.

• Steps taken by the company for utilizing alternate sources of energy
including waste generated: Nil

• Capital investment on energy conservation equipment: NIL

*Your Company is in Business of trading of Yarn, so in trading business there is no need of Conservation
of Energy.

*Your Company is in Business of trading of yarn, so in trading business there is no need of Technology
Absorption.

• Foreign exchange earnings and Outgo

There is neither Foreign Exchange earned in terms of actual inflows nor the Foreign Exchange outgo
during the year in terms of actual outflows in the Company.

RISK MANAGEMENT POLICY

The company has been exempted under regulation 21 of SEBI (Listing Obligation and Disclosure
requirements) Regulations, 2015 from reporting of risk management. The board is fully aware of Risk
Factor and is taking preventive measures wherever required.

CORPORATE SOCIAL RESPONSIBILITIES (CSR) POLICY

The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of
Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are
not applicable to the Company.

PARTICULARS OF DEPOSITS

Company has not accepted any deposits falling within purview of the section 73 to 76 of The
Companies Act, 2013 read with rules made there under. There are no overdue public deposits,
unclaimed public deposits as on the last day of financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

Your directors confirmed that no significant and material orders have been passed by Regulators or
Courts or Tribunals impacting the going concern status and companies' operations in future.

INTERNAL FINANCIAL CONTROLS

Your Company has a well-established Internal Control system to ensure an effective internal control
environment that provides assurance on the efficiency of conducting business, including adherence
to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of
the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as
required under section 197(12) of the Companies Act, 2013 read with Rule of the Companies

(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per
"Annexure-3".

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarization program for Independent Directors has also been adopted by the Company
and is put up on the website of the company i.e. www.anandrayons.com All new Independent
Directors (IDs) included in the Board are presented with an overview of the Company's business
operations, products, organization structures and about the Board Constitutions and its procedures.

DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that
they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.
There has been no Change in the circumstances affecting their status as Independent Directors of the
Company so as to qualify themselves to be appointed as Independent Directors under the provisions
of the Companies Act, 2013 and the relevant regulations.

Company has taken declaration from all the independent directors at the time of appointment. All the
independent directors have been registered and passed with the Indian Institute of Corporate Affairs
as per Companies (Appointment and Qualification of Directors) Amendment Rules, 2021.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the
company have complied with the code of Independent Directors. Independent Directors met
separately on 24^th March, 2025, inter alia, to review the performance of Non-Independent Directors,
the entire Board and the quality, quantity and timeliness of the flow of the information between the
Management and the Board.

EXTRA ORDINARY GENERAL MEETING/POSTAL BALLOT

During the year, there was an extra ordinary general meeting held on 08/01/2025.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the Listing
Regulations, the Company has formulated Whistle Blower Policy /vigil mechanism for Directors and
employees to report to the management about the unethical behaviour, fraud or violation of
Company's code of conduct. The mechanism provides for adequate safeguards against victimization
of employees and Directors who use such mechanism and makes provision for direct access to the
chairman of the Audit Committee in exceptional cases. The Policy on vigil mechanism and whistle
blower policy may be accessed on the Company's website at www.anandrayons.com

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 of Directors and the
designated employees have confirmed compliance with the Code. This code is also placed on the
website of company at www.anandrayons.com

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and
development will help us to measure up to future challenges and opportunities. We invest in and
encourage continuous innovation. During the year under review, expenditure on research and
development is not significant in relation to the nature size of operations of Company.

FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the
Companies Act, 2013.

INSURANCE

All the properties and the Insurable Interest of the company Including building and stocks wherever
necessary and to the extent required have been adequately insured. The company keeps reviewing
the insurance amount every year as per requirement.

ANNUAL EVALUATION

During the year, the Board has carried out the annual evaluation of its own performance as well as
the evaluation of the working of its Committees and individual Directors, including Chairman of the
Board.

• The performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of the criteria such as the board composition and structure, effectiveness
of board processes, information and functioning, etc.

• The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director
to the board and committee meetings like decision making, participation in meeting, overall
performance, etc. In addition, the chairman was also evaluated on the key aspects of his role.

• The Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.

• The performance evaluation of the Non-Independent Directors, performance of Board as a
whole including Chairman was carried out by the Independent Directors at a separate meeting
of the Independent Directors held on 24^th March, 2025.

• The Board acknowledged certain key improvement areas emerging through this exercise and
action plans to address these are in progress.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
annexed as "Annexure 4" of Board's Report.

BUSINESS RESPONSIBILITY REPORT

The Company has been exempted from reporting on Business Responsibility Report as per Regulation
34(2)(f) of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

CEO/ CFO CERTIFICATION

The MD and CFO of the company required to gives annual certification on financial reporting and
internal controls to the board in terms of Regulation 17(8) of listing regulation and certification on
financial results while placing the financial result before the board in terms of Regulation 33 of listing
regulation and same is also published in this report.

CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV
thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 for its Board of Directors and senior management and employees, the Company has formulated
a comprehensive Code of Conduct (the Code). The Code is applicable to Directors and senior
management and employees to such extent as may be applicable to them depending upon their roles
and responsibilities. The Code gives guidance and support needed for ethical conduct of business and
compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one
team and Excellence.

A declaration signed by the Company's Managing Director for the compliance of this requirement is
published in this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India which have mandatory application
during the year under review.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Jitendrakumar Rewashankar Rawal, Practicing Company Secretary has issued a certificate required
under the listing regulations, confirming that none of the Directors on the Board of the company has
been debarred or disqualified from being appointed or continuing as director of the company by
SEBI/Ministry of Corporate Affairs or any such statutory authority. The certificate forms part of this
annual report.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company always endeavours to create and provide an environment which is safe, free from
discrimination and harassment including sexual harassment to every individual in the premises. As per
the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints
Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During
the year under review, there were no complaints pertaining to sexual harassment.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANRUPCY
CODE 2016

During the year under review, there were no applications made proceedings pending in the name of
the company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTELMENT 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.

DISCLOSURE UNDER THE MATERNITY BENEFIT (AMENDMENT) ACT, 2017

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures
maternity benefits to women employees as per applicable law. During the financial year ended March
31, 2025, the provisions of the Act were not applicable to the Company; however, no instances arose
wherein maternity benefits were availed by any woman employee of the Company.

The Company remains committed to providing a safe, inclusive, and supportive work environment for
all employees, in line with applicable laws and best practices.

ACKNOWLEDGMENT

Your Directors wish to extend their sincere thanks to the Government as well as the Government
agencies, banks, customers, shareholders, vendors and other related organizations who have helped
in your Company's progress, as partners, through their continued support and co-operation.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and
consistent contribution made by the employees at all levels, to ensure that the Company continues to
grow and excel.

For and on behalf of the Board of Directors,
ANAND RAYONS LIMITED

Sd/- Sd/-

Anand Bakshi Shilpa Bakshi

(Managing Director) (Wholetime Director)

(DIN:01942639) (DIN:07986896)

Place: Surat

Date: August 11, 2025

REGISTERED OFFICE

305-306, Jay Sagar Complex,

Opp. Sub Jail, Khatodara, Surat-395 002

Tel No: 91-261- 2635521

Web Site: www.anandrayons.com

Email: - anandrayonsltd@gmail.com, cs@anandrayons.com

1

Technology Absorption: ¹

• The efforts made towards technology absorption: N.A.

• The benefits derived like product improvement, cost reduction, product
development or import substitution: N.A.

• In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year): N.A.