To

The Members,

Your director's have pleasure in presenting the 12^th Annual Report of your Company together with the audited Standalone and Consolidated Financial Statement for the Financial Year ended 31^st March, 2023.

1. FINANCIAL RESULTS:

(Amount in Lakhs)

2. PERFORMANCE OF THE COMPANY:

During the year under review, the Company has earned sales income of Rs. 10,662.83 Lakhs (Previous year Rs. 10,391.89 lakhs) and other income Rs. 30.09 Lakhs (Previous year R s. 18.66 Lakhs/-) on standalone basis. After providing depreciation, finance charges and tax the Company has earned Net profit of Rs. 43.88 Lakhs (Previous year company earned Net profit Rs. 148.80 Lakhs).

On a consolidated basis, the company has earned sales revenue of Rs. 17,197.43 Lakhs (Previous year Rs.20389.88 lakhs) and net profit of Rs. 92.29 Lakhs (Previous year Rs. 358.48 Lakhs).

3. DIVIDEND:

In order to conserve the reserves for further expansion of business the directors do not recommend any dividend.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year under review.

5. BUSINESS REVIEW:

The management broke down the organizational objectives into divisional goals which were further cascaded to the respective functions - providing complete clarity of what needs to be done to meet the aspirations of the organization. This helped identify and plug gaps in the systems processes skill sets and products which have kept the company ready to take a plunge when evergreen shoots of revival show up.

The team worked throughout the year to improve its product offering with better features. It also streamlined its systems and processes to enhance productivity and optimize cost and time for manufacture.

The company is making efforts to improve the business and your Directors are optimistic of better performance during the forthcoming year.

6. DEPOSITS:

Your Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), from public during the year under review.

7. CHANGE IN NATURE OF BUSINESS:

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

8. SHARE CAPITAL:

Authorised Share Capital:

The Authorised share capital of your company as on 31^st March, 2023 was Rs.15,00,00,000 (Rupees Fifteen crores only/-) divided into 15,00,00,000 (Fifteen Crore) equity shares of Rs.l/- each

Issued, Paid-up and Subscribed Capital:

The Paid-up share capital of the company is Rs. 10,03,84,050.00/-. There are no changes in the share capital of the company during the period under review.

9. PIRECTORS/KEY MANAGERIAL PERSONNEL:

As per the provision of the Companies Act, 2013, Mrs. Shikha Aggarwal Prem (DIN: 03373965), Whole time Director retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

The Board recommends the appointment of Mrs. Shikha Aggarwal Prem (DIN: 03373965) as Director of the Company. The details pursuant to SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is annexed with the notice of AGM.

Mr. Anil Kumar Goyal, Non-executive Independent Director has resigned from the directorship on 5^th of April, 2022 due to professional and personal commitment and he has further confirmed that there are no other material reasons other than professional commitment.

There are no other changes in the Key Managerial personnel during the year under review,

10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Your Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors. Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the Nomination and Remuneration Policy adopted by the Board also sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment / re-appointment as Director or as KMP with no discrimination on the grounds of gender, race or ethnicity, nationality or country of origin, and to also determine the framework for remuneration of Directors, KMP, Senior Management Personnel and other employees.

No change has been made in the Nomination and Remuneration Policy during the Financial Year under review. The detailed Nomination and Remuneration Policy is available on the website of the Company www.garmentmantra.com

11. AUDITORS:

(A) STATUTORY AUDITORS

M/s. NBT & Co, (previously known as A. Biyani & Co.) Chartered accountants, (Firm Registration No: 140489W), Mumbai the Statutory Auditors of the Company hold office upto the conclusion of 14^th annual general meeting

(B) SECRETARIAL AUDITOR

The Board of Directors have appointed M/s. GV and Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report and Secretarial compliance report (pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015) issued by Mr. G. Vasudevan, Partner of M/s GV and Associates, Practicing Company Secretaries for the financial year 2022-23 and secretarial audit report of subsidiary company issued by Mr. Hariram. R, practicing company secretary are annexed herewith as Annexure A.

(C) COST AUDITOR

The Board of Directors have appointed Mr. B Venkateswar (Membership No: 27622), Practising Cost & Management Accountants as Cost Auditors to conduct audit of the cost records maintained by the Company pertaining to fabrics and garments for the financial year 2023-24.

Your Company has prepared and maintained the cost records as specified by the Central Government under Section 148(1) of the Act.

12. CLARIFICATION ON STATUTORY AUDITOR'S REMARK IN THEIR REPORT:

There were no qualifications or reservations or adverse remarks in the Statutory Auditor's report and hence no clarification is required

13. CLARIFICATION ON SECRETARIAL AUDITOR'S REMARK IN THEIR REPORT:

The qualifications raised by the secretarial auditors in the report seems to be self-explanatory and does not require detailed note on the same.

14. REPORT OF FRAUD BY AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT, 2013:

During the year under review, the Statutory Auditors or Secretarial Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act, including rules made thereunder.

15. ANNUAL RETURN;

The annual return pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 forms a part of Boards Report and the same is available on the website of the company www.garmentmantra.com

16. SUBSIDIARY COMPANIES:

Your Company has two subsidiaries viz., Jannat Fabrics and Apparels Private Limited and Twenty Twenty Trading LLP. The statement under Section 129(3) of the Companies Act, 2013 in respect of the subsidiary in Form AOC-1 is attached as Annexure B.

The Consolidated Accounts of the company duly audited by the Statutory Auditors are presented as part of this Report.

The financial statements together with related information and other reports of the subsidiary are available on the website of the company at www.earmentmantra.com

The Company's policy on material subsidiary is also available on the website at www.garmentmantra.com

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the Financial Year 2022-2023, 7 (Seven) Board Meetings, 5 (Five) Audit Committee and 3(Three) Nomination and Remuneration Committee meetings, l(One) Stakeholders Relationship Committee and 1 (One) Independent Directors meeting were held within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, the details of which are given in the Corporate Governance Report.

18. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

All independent directors have given declarations that they meet the criteria of Independence as laid down under the provisions of the Companies Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

19. STATEMENT ON DECLARATION BY MANAGING DIRECTOR:

The Managing Director of the company has given declaration that members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management as laid down under the provisions of the Companies Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The declaration is placed as Annexure C to director's report.

20. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of provisions of Regulation 34 of the SEBI (Listing obligations and Disclosures Requirements) Regulation, 2015, the Management's discussion and analysis is set out below:

I. Textiles Industry Structure and Development:

As per the International Textile Manufacturers Federation (ITMF), the Textile sector has seen weakening demand since June 2022. This is due to persistent global inflation and possibilities of a recession. Consumers and manufacturers alike have been affected by Inflation with both having to pay much more along all stages of their supply chains, from the cost of freight to wage increases for their workers. This has put textile manufacturers in a difficult situation.

Despite the slowdown in the sector globally, the Indian textile and apparel industry is expected to grow at 10% CAGR from 2019-20 to reach US$ 190 billion by 2025-26. The overall Indian textiles market is expected to be worth more than US$ 209 billion by 2029. In FY23, exports of readymade garments (RMG) cotton including accessories stood at US$ 7.68 billion till January 2023. It is expected to surpass US$ 30 billion by 2027, with an estimated 4.6-4.9% share globally. This has been made possible due to a structurally strong Indian economy fuelled by an ever-increasing domestic demand and some critical policy initiatives taken by the Government of India.

In the Union Budget 2023-24, the government announced various initiatives to aid the Textile and Apparel sector across its value chain from raw materials to manufacturing. The government has introduced various schemes such as the Scheme for Integrated Textile Parks (SITP) and Mega Integrated Textile Region and Apparel (MITRA) Park scheme to attract private equity in the sector. The PM Mitra Park Scheme under which the government plans to invest over '70,000 crore to set up mega textile parks will provide a massive fillip to the textile sector and will help India transform from only a traditional textile industry to an MMF (man-made fibre) and technical textile hub in the world.

The government recently approved an investment of "4,455 crore under this scheme for the creation of seven mega textile parks that would streamline multiple verticals from spinning, weaving and dyeing to printing and garment manufacturing. The government has come up with several export promotion policies for the textile sector as well. It has also allowed 100% FDI in the sector under the automatic route. The government aims to achieve a 3-5x time increase in the export of technical textiles worth US$ 10 billion over the next three years.

II. Opportunities and Threats Opportunities:

• Favourable government initiatives such as the National Technical Textiles Mission (NTTM), 100% FDI in the sector, 5AMARTH- Scheme for Capacity Building in the Textile Sector, etc. for the development of the textile industry

• Extension of the scheme for Rebate of State and Central Taxes and Levies (RoSCTL) till March 31, 2024, for the export of apparel, garments and made-ups with the same rates would benefit textile companies

• 'China plus one' diversification policy will benefit Indian manufacturers. As global retailers are looking for an alternate supply base, India has greater appeal as an attractive option for manufacturing and exports of textiles and apparels

• The growth of the technical textile market will create lucrative opportunities

• The rapid growth of the retail sector and E-commerce will boost the growth of the textile and apparel industry

• The growing popularity of 'fast fashion' products will contribute to the growth of the textile and apparel industry

Threats

• Being a labour-intensive sector, the shortage of skilled workforce may impact the operations and there will be a struggle to complete orders

• Intense competition in the global market, especially from the textile and garment industries in Bangladesh and China

• Subdued demand for textile and apparel exports as consumer confidence is low in the key markets

• The Main threat in the Apparel Industry is the Cost escalation while the same cannot be passed on to the consumers.

III. Segment-Wise or Product-Wise Performance

The Company's primary business comprises of manufacturing of knitted garments and trading of fabrics which contributes to 100% revenue.

IV. Outlook

The future for the indian textile industry looks promising, buoyed by both strong domestic consumption as well as export demand. With consumerism and disposable income on the rise, the retail sector has experienced a rapid growth in the past decade. The domestic market for apparel and lifestyle products, currently estimated at US$ 85 billion, is expected to reach US$ 160 billion by 2025. The indian cotton textile industry is expected to showcase a moderate growth in F.Y 2023-24, due to increasing input prices, healthy capacity utilization and steady domestic.

Over the last three years, we have successfully moderate in the gaps in our business strategy. Our efforts have laid the foundation for our future as an innovation driven, quality-focused organization. In the future, we will focus on translating these efforts into high margins for the company.

V. Risks and concerns:

Our business and results of operations are dependent on our ability to effectively plan our manufacturing processes and on our ability to optimally utilize our manufacturing capacities for the various products we manufacture. Any disruption to our manufacturing process or the operation of our production facilities may result from various factors beyond our control, including, among others, the following:

• Utility supply disturbances, particularly power supply;

• Severe weather condition;

• Interruption of our information technology systems that facilitate the management of our manufacturing facilities; and

• Other production or distribution problems, including limitations to production capacity due to regulatory requirements, changes in the types of products produced or physical limitations that could impact continuous supply.

• The volatility in prices of raw materials such as cotton, specialty fibres and yarns, glass roving, specialty chemicals and a variety of resin increases the input costs which adversely impacts the Company's profitability.

• The geopolitical turmoil, global economic slowdown, high inflation and the threat of a looming recession in key markets like the US and Europe have led to a slowdown in the export market. Demand compression would reduce the Company's export business

VI. Internal control systems and their adequacy

The Company maintains an efficient internal control system commensurate with the size, nature and complexity of its business. The internal control system is responsible for addressing the evolving risks in the business, reliability of financial information, timely reporting of operational and financial transactions, safeguarding of assets and stringent adherence to the applicable laws and regulations. The internal auditors of the Company are responsible for regular monitoring and review of these controls. The Audit Committee periodically reviews the audit reports and ensures correction of any variance, as may be required. Key observations are communicated to the management who undertakes prompt corrective actions.

VII. Financial Performance:

During the year under review, the Company has earned sales income of Rs. 10,662.83 Lakhs (Previous year Rs. 10,391.89 lakhs) and other income Rs. 30.09 Lakhs (Previous year Rs. 18.66

Lakhs/-) on standalone basis. After providing depreciation, finance charges and tax the Company has earned Net profit of Rs. 43.88 Lakhs (Previous year company earned Net profit Rs. 148.80 Lakhs).

VIII. Material Development in Human Resource/lndustrial Relations Front:

The timely availability of skilled and technical personnel is one of the key challenges. The Company maintains healthy and motivating work environment through various measures. This has helped the Company to recruit and retain skilled work force which would result in timely completion of the projects. The Company has cordial relation with the employees and contractors of the company. The staff has the depth of experience and skills to handle company's activities. Skilled team of workers and other professionals ensure superior quality standards during every stage of work.

IX. Details of Significant changes in Key Financial Ratios along with explanation*:

^Ratios produced here were calculated based on Standalone financials

21. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY THE COMPANY:

During the year under review, the company has not made any investments.

In the year ending 2021-2022, your company had provided corporate guarantee for loan availed by Jannat Fabrics and Apparels Private Limited, Wholly Owned Subsidiary company within the meaning of

the provisions of Section 186 of the Companies Act, 2013. For the year under review, the guarantee for loan is still continuing.

22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

23. PERFORMANCE EVALUATION:

In terms of the provisions of section 178 of the Act read with Rules issued thereunder and Regulation 19 read with Part D of Schedule II of the Listing Regulations, the Board of Directors in consultation with Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, for the Financial Year 2022-23.

During the reporting year, customized questionnaires were circulated to all the Board members in order to enhance the effectiveness of the Evaluation Process. The Board Evaluation process was carried out to ensure that the Board and various Committees of the Board have appropriate composition and

they have been functioning collectively to achieve the business goals of the Company. Directors were evaluated based on their contribution at Board / Committee meetings and guidance & support to the management outside Board / Committee meetings and other parameters as specified by the Nomination and Remuneration Committee of the Company.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, role and accountability, management oversight, risk management, culture and communication, frequency and effectiveness of meetings.

The Committees of the Board were assessed on the basis of degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Chairman appointed for the Board meetings was also evaluated by all the Directors on the basis of managing relations, leadership, competence and diligence.

The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman appointed for the Board meeting and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

The Board of Directors expressed their satisfaction with the evaluation process.

24. FAMILIARIZATION PROGRAMMES:

In terms of Regulation 25(7) of the Listing Regulations, the Company familiarizes its Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment.

Sessions are conducted at the meetings of the Board and its various Committees on the relevant subjects such as strategy. Company performance, financial performance, internal financial controls, risk management, plants, retail, products, finance, human resource, capital expenditure, CSR, Compliances etc. All efforts are made to keep Independent Directors aware of major developments taking place in the industry, the Company's business model and relevant changes in the law governing the Company's business. The policy of familiarization programme is available on the website of the company www.garmentmantra.com

25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The company has formulated vigil mechanism for employees including directors of the company to report genuine concerns. Till date the company has not received any complaints.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 in Form No. AOC -2 is furnished as Annexure D to this report.

27. RISK MANAGEMENT POLICY:

Risk management is integral to your Company's strategy and to the achievement of long-term goals. Our success as an organization depends on our ability to identify and exploit the opportunities generated by our business and the markets we operate in. In doing this we take an embedded approach to risk management which puts risk and opportunity assessment at the core of the Board's agenda.

The Management has devised proper and adequate risk mitigation strategies considering the nature of industry and associated risks pertaining to the industry. The Management is overseeing the implementation of risk mitigation strategies on regular basis.

28. INTERNAL FINANCIAL CONTROL:

The Company's internal control procedures which include internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization's pace of growth and increasing complexity of operations. The internal auditors' team carries out extensive audits throughout the year across all functional areas and submits its reports to the Audit Committee of the Board of Directors on quarterly basis.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them. The Company has a strong Management Information System, which is an integral part of the control mechanism.

The Company continues to strengthen its risk management and internal control capabilities by improving its policies and procedures and introducing advanced risk management tools.

29. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of the Companies Act, 2013, corporate social responsibility is applicable to the Company. The company has devised Corporate Social responsibility policy and has disseminated the same in its website i.e., www.garmentmantra.com.

The Annual Report on CSR activities is annexed herewith as Annexure E.

30. PREVENTION OF SEXUAL HARASSMENT AT THE WORK PLACE:

As per the requirements specified in the "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013", the Company has constituted an Internal Complaints Committee and is committed to provide a work environment that is free from sexual harassment.

31. MATERIAL CHANGES;

There is a material change occurring from the end of the financial year till the date of this report. Mrs. Ashmitha Agarwal, Director (DIN:07332067) has resigned from Directorship with effect from 25^th May, 2023.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There were no significant and material orders passed by the regulators or courts or tribunal which would impact the going concern status and the Company's operations in future.

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

The company has complied with applicable Secretarial standards as stipulated by Institute of Company Secretaries of India.

34. EMPLOYEE STOCK OPTION SCHEME

Your company has approved the issue of options under Employee Stock option scheme on 4th April, 2022 and created a pool of 2,27,50,000 (Two crore twenty-seven lakh fifty thousand only) options under the scheme. The company has thereafter obtained your approval in extra ordinary general meeting held on 7th May, 2022 and in-principal approval from Bombay Stock Exchange via their approval letter dated 24^th June, 2022.

However, till date the company has not issued any options under the scheme.

35. EMPLOYEE STOCK PURCHASE SCHEME

Your company has approved the issue of shares under Employee Stock Purchase scheme on 4th April, 2022 and created a pool of 2,00,00,000 (Two crore only) shares under the scheme. The company has thereafter obtained your approval in extra-ordinary general meeting held on 7th May, 2022 and inprincipal approval from Bombay Stock Exchange via their approval letter dated 23^rd June, 2022.

However, till date the company has not issued any shares under the scheme.

36. DIRECTORS' RESPONSIBILITY STATEMENT:

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

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 profit of the company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the directors had 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 such internal financial controls are adequate and were operating effectively, and

vi. 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.

37. PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration in excess of limit specified under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The ratio of remuneration of each director to the median of employees remuneration as per Section 197(12) of Companies Act, 2013 read with Rule 5(1) of Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board report Annexure F.

38. ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep gratitude and appreciation towards the Company's suppliers, customers, investors, bankers, Government of India, State Government and other regulatory authorities for their continued support during the year. Your Directors also acknowledge thecommitment and the dedication of the employees at all levels who have contributed to the growth of the Company.