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Adinath Textiles Ltd. AGM Information 2025

Sep 5, 2025

63239_rns_2025-09-05_1cda8e09-7a6a-41bc-86bf-6ccb45d4de94.pdf

AGM Information

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HARPRE Digitally signed by HARPREET KAUR ET KAUR Date: 2025.09.05 16:14:36 +05'30'

ADINATH TEXTILES LIMITED

45th Annual Report

NOTICE

NOTICE is hereby given that the 45th Annual General Meeting of the members of the Company will be held on Tuesday, the 30th day of September, 2025 at 11:00 A.M. at the Registered Office of the Company at Village Bholapur, P.O. Sahabana, Chandigarh Road, Ludhiana 141 123 to transact the following business:

Annual Secretarial Compliance Report, on such terms & conditions, including remuneration as may be as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors.

RESOLVED FURTHER THAT approval of the Members is hereby accorded to the Board to avail or obtain from the Secretarial Auditor, such other services or certificates or reports which the Secretarial Auditor may be eligible to provide or issue under the applicable laws at a remuneration to be determined by the Board.

AS AN ORDINARY BUSINESS:

1.To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2025 and the Reports of the Board of Directors and the Auditors thereon.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and to execute all such documents, instruments and writings as may be required to give effect to the aforesaid resolutions.” By order of the Board For Adinath Textiles Limited Sd/Harpreet Kaur Company Secretary Dated : 28th May, 2025 (ACS 49237) Regd. Office: Village Bholapur, P.O. Sahabana, Chandigarh Road, Ludhiana 141 123 CIN: L17115PB1979PLC003910 Tel.: +91-98761-00948 Email: [email protected] Website: www.adinathtextiles.com NOTES:

  1. To appoint a director in place of Mr. Rajneesh Oswal (DIN: 00002668), who retires by rotation and being eligible offers himself for re-appointment.

AS SPECIAL BUSINESS

ITEM NO. 3

TO CONSIDER AND IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION:

“RESOLVED THAT consent of the Members of the company be and is hereby accorded to the re-appointment of Mr. Vishal Oswal (DIN: 00002678) as Vice-Chairman & Managing Director of the Company for a period of five years w.e.f. 1st May, 2025 to 30th April, 2030, without payment of remuneration, in accordance with provisions of sections 196 and other applicable provisions, if any of the Companies Act, 2013 read with Schedule V of the said Act including any statutory modification or re-enactment thereof , and set out in the agreement to be entered into between the Company and Mr. Vishal Oswal, draft of which is submitted to this meeting and the same is hereby specifically approved.

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

“RESOLVED FURTHER THAT the board be and is hereby severally authorized to do all such act, deeds and things and to execute all such documents , instruments and writing as may be required to give effect to the aforesaid resolution. ” ITEM NO. 4

A person can act as proxy on behalf of members not exceeding fifty (50) in number and holding in the aggregate not more than ten percent (10%) of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person cannot act as a proxy for any other person or shareholder.

TO CONSIDER AND IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circulars issued thereunder from time to time and Section 204 and other applicable provisions of the Companies Act, 2013, if any read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s P.S. Bathla & Associates, Practising Company Secretaries, Ludhiana(CP No. 2585) be and is hereby appointed as Secretarial Auditors of the Company for a period of 5 consecutive years, commencing from the financial year 2025-26 to 2029-30, to conduct the Secretarial Audit and issue the Secretarial Audit Report and

2. PROXIES IN ORDER TO BE EFFECTIVE, MUST BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

  1. Members/proxies are requested to bring their copy of Annual Report to the Meeting and bring in duly filled

attendance slips enclosed herewith to attend the meeting. Shareholders/ Proxy holders are requested to

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ADINATH TEXTILES LIMITED 45th Annual Report

produce at the entrance, duly filled and signed attendance slips for admission to the Meeting Hall.

their proxies only. Please avoid being accompanied by non members and children.

  1. A remote e-voting facility for the members shall also be provided in terms of Section 108 of the Companies Act, 2013 and rules made there under and Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The facility for voting through ballot paper shall also be made available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise the right at the meeting. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

Corporate members are required to send a certified copy of the Board Resolution to the Company, pursuant to Section 113 of the Companies Act, 2013, authorizing their representative to attend and vote at the AGM.

  1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 with respect to the Special Business set out in the Notice is annexed herewith.

  2. The Register of Members and Share Transfer books of the Company shall remain closed from 24th September, 2025 to 30th September, 2025 (both days inclusive), for the purpose of Annual General Meeting of the Company. 6. Members desirous of obtaining any information concerning the accounts and operations of the Company are requested to address their question in writing to the Company, so as to reach the registered office of the Company at least 10 days before the date of the meeting so that information required may be made available at the time of the Meeting.

12.M/s P.S. Bathla & Associates, Company Secretaries in practice, Ludhiana have been appointed as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner (including the ballot forms).

Based on the report received from the scrutinizer, the Company will submit details of the voting results within two working days of the conclusion of the Meeting to the stock exchange as required under Reg. 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results declared alongwith the Scrutinizer's report will also be posted on the website of the Company www.adinathtextiles.com and on the website of CDSL at www.evotingindia.com.

  1. In compliance with Ministry of Corporate Affairs (MCA) and SEBI's circulars; the notice of the 45th AGM and Annual Report for FY 2024-25 is being sent only through electronic mode to those members whose email addresses are registered with the company/RTA/ depositories. The members may note that, the notice will also be available on the company's website at www. Adinathtextiles.com, website of the stock exchange i.e. BSE limited at www.bseindia.com and on website of the e-voting agency- Central Depository & Services limited at www.evotingindia.com. Any shareholder of the company interested in obtaining a physical copy of the said annual report may write to the company secretary at [email protected].

THE INTRUCTIONS OF SHAREHOLDERS FOR E- VOTING ARE AS UNDER:

  • Step 1: Access through Depositories CDSL/NSDL e- Voting system in case of individual shareholders holding shares in demat mode.

  • Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (i) The voting period begins on 26th September 2025 (09.00 A.M.) and ends on 29th September 2025 (05.00 P.M). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23rd September 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • Members are requested to :

  • i. Quote their folio number/Client ID & DP-ID in all correspondence with the company.

  • ii. Notify immediately to the company any change in their address/ mandate, if any.

  • iii. Register their e-Mail id with the company or its by CDSL for voting thereafter. Registrar or their depository participant to enable (ii) Shareholders who have already voted prior to the

  • the company to send the notices and other reports meeting date would not be entitled to vote at the

  • through email.

    • meeting date would not be entitled to vote at the meeting venue.
  • Shares of the Company are available for DeMaterialization under ISIN- INE207C01019. Members who have not opted for De-Materialization are requested to do so in their own interest.

  • (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

10. Please note that the meeting is for members or

  • Regulations, 2015, listed entities are required to

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ADINATH TEXTILES LIMITED 45th Annual Report

provide remote e-voting facility to its shareholders, in
respect of all shareholders' resolutions. However, it
has been observed that the participation by
the public non-institutional shareholders/retail share
holders is at a negligible level.
Currently, there are multiple e-voting service
providers (ESPs) providing e-voting facility to listed
entities in India. This necessitates registration on
various ESPs and maintenance of multiple user IDs
and passwords by the shareholders.
In order to increase the efficiency of the voting
process, pursuant to a public consultation, it has
been decided to enable e-voting toall the demat
account holders, by way of a single login
credential, through their demat accounts/
websites of Depositories/Depository Participants.
Demat account holders would be able to cast their
vote without having to register again with the ESPs,
thereby, not only facilitating seamless authentication
but also enhancing ease and convenience of
participating in e-voting process.
Step 1: Access through Depositories CDSL/NSDL e-
Voting system in case of individual shareholders
holding shares in demat mode.
(iv) In terms of SEBI circular no.SEBI/HO/CFD/CMD/
CIR/P/2020/242datedDecember 9, 2020on e-
Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat
mode are allowed to vote through their demat account
maintained with Depositories and Depository
Participants. Shareholders are advised to update
their mobile number and email Id in their demat
accounts in order to access e-Voting facility.
Pursuant to above said SEBI Circular, Login method
for e-Voting for Individual shareholders holding
securities in Demat mode CDSL/NSDL is given
below:
1) Users who have opted for CDSL
Easi/Easiest facility, can login through their
existing user id and password. Option will
be made available to reach e-Voting page
without any further authentication. The
users to login to Easi/Easiest are requested
to visit CDSL website www.cdslindia.com
and click on login icon & New System
Myeasi Tab.
2) After successful login the Easi/Easiest
user will be able to see the e-Voting option
for eligible companies where the e-voting
is in progress as per the information provided
Individual
Shareholders
holding
securities in
demat mode
withCSDL
Depository
Type of
Shareholders
Login Method
provide remote e-voting facility to its shareholders, in
respect of all shareholders' resolutions. However, it
has been observed that the participation by
the public non-institutional shareholders/retail share
holders is at a negligible level.
Currently, there are multiple e-voting service
providers (ESPs) providing e-voting facility to listed
entities in India. This necessitates registration on
various ESPs and maintenance of multiple user IDs
and passwords by the shareholders.
In order to increase the efficiency of the voting
process, pursuant to a public consultation, it has
been decided to enable e-voting toall the demat
account holders, by way of a single login
credential, through their demat accounts/
websites of Depositories/Depository Participants.
Demat account holders would be able to cast their
vote without having to register again with the ESPs,
thereby, not only facilitating seamless authentication
but also enhancing ease and convenience of
participating in e-voting process.
Step 1: Access through Depositories CDSL/NSDL e-
Voting system in case of individual shareholders
holding shares in demat mode.
(iv) In terms of SEBI circular no.SEBI/HO/CFD/CMD/
CIR/P/2020/242datedDecember 9, 2020on e-
Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat
mode are allowed to vote through their demat account
maintained with Depositories and Depository
Participants. Shareholders are advised to update
their mobile number and email Id in their demat
accounts in order to access e-Voting facility.
Pursuant to above said SEBI Circular, Login method
for e-Voting for Individual shareholders holding
securities in Demat mode CDSL/NSDL is given
below:
1) Users who have opted for CDSL
Easi/Easiest facility, can login through their
existing user id and password. Option will
be made available to reach e-Voting page
without any further authentication. The
users to login to Easi/Easiest are requested
to visit CDSL website www.cdslindia.com
and click on login icon & New System
Myeasi Tab.
2) After successful login the Easi/Easiest
user will be able to see the e-Voting option
for eligible companies where the e-voting
is in progress as per the information provided
Individual
Shareholders
holding
securities in
demat mode
withCSDL
Depository
Type of
Shareholders
Login Method
Type of
Shareholders
Type of
Shareholders
Login Method Login Method Login Method
Individual
Shareholders
holding
securities in
demat mode
withCSDL
Depository
by company. On clicking the e-Voting
option, the user will be able to see e-Voting
page of the e-Voting service provider for
casting your vote during the remote e-
Voting period or joining virtual meeting &
voting during the meeting.
Additionally, there is also links provided to
access the system of all e-Voting Service
Providers so that the user can visit the
e-Voting service providers' website directly.
3) If the user is not registered for Easi/
Easiest, option to register is available at
CDSL website www.cdslindia.com and
click on login & New System Myeasi Tab
and then click on registration option.
4) Alternatively, the user can directly
access e-Voting page by providing Demat
Account Number and PAN No. from a e-
Voting link available on www.cdslindia.com
home page. The system will authenticate
the user by sending OTP on registered
Mobile & Email as recorded in the Demat
Account. After successful authentication,
user will be able to see the e-Voting option
where the e-voting is in progress and also
able to directly access the system of all e-
Voting Service Providers.


Individual
Shareholders
holding
securities in
Demat mode
withNSDL
Depository
1) If you are already registered for NSDL
IDeAS facility, please visit the e-Services
website of NSDL. Open web browser by
typing the following URL: https://eservices.
nsdl.com either on a Personal Computer
or on a mobile. Once the home page
of e-Services is launched, click on the
“Beneficial Owner” icon under “Login”
which is available under 'IDeAS' section. A
new screen will open. You will have to enter
your User ID and Password. After
successful authentication, you will be able
to see e-Voting services. Click on “Access
to e-Voting” under e-Voting services and
you will be able to see e-Voting page. Click
on company name or e-Voting service
provider name and you will be re-directed
to e-Voting service provider website for
casting your vote during the remote e-
Voting period. A new screen will open. You
will have to enter your User ID and
Password. After successful authentication,
you will be able to see e-Voting services.
Click on “Access to e-Voting” under e
Voting services and you will be able to see
e-Voting page. Click on company name or
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ADINATH TEXTILES LIMITED

45th Annual Report

Individual Share
holders holding
securities in
Demat mode
with CDSL
Members facing any technical issue
in login can contact CDSL helpdesk
by sending a request at helpdesk.
[email protected] or contact at
toll free no. 1800225533
Individual Share
holders holding
securities in
Members facing any technical issue
in login can contact NSDL helpdesk
by sending a request at evoting@
Demat mode nsdl.co.in or call at toll free no.:
Step 2: Access through CDSL e-Voting system in case
of shareholders holding shares in physical mode and
non-individual shareholders in demat mode.
1800 1020 990 and 1800 22 44 30
with NSDL
Type of
Shareholders
Login Method Indiv
hold
Individual
Shareholders
holding
e-Voting service provider name and you
will be re-directed to e-Voting service
provider website for casting your vote
secu
Dem
with
securities in
Demat mode
withNSDL
during the remote e-Voting period.
2) If the user is not registered for IDeAS
e-Services, option to register is available

Indiv
hold
secu
Depository at https://eservices.nsdl.com. Select Dem
“Register Online for IDeAS “Portal or click with
at https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
Step

3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either (v) on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is 1) available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen 2) digit demat account number hold with 3) NSDL), Password/OTP and a Verification a. Code as shown on the screen. After b. successful authentication, you will be redirected to NSDL Depository site c. wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to 4) e-Voting service provider website for casting your vote during the remote e- Voting period. 5) Individual You can also login using the login Shareholders credentials of your demat account through (holding your Depository Participant registered with 6) securities in NSDL/CDSL for e-Voting facility. After demat mode) Successful login, you will be able to see login through e-Voting option. Once you click on e-Voting their option, you will be redirected to NSDL/CDSL PAN Depository Depository site after successful Participants authentication, wherein you can see e- (DP) Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

  • (v) Login method for e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

    • a. For CDSL: 16 digits beneficiary ID,

    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Clickon Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat. PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) �Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/ RTA or contact Company/RTA. Enter the Dividend Bank Details or Date of Dividend Bank Birth (in dd/mm/yyyy format) as recorded Details in your demat account or in the company OR records in order to login. �If both the details are not recorded with Date of Birth the depository or company, please enter the member id/folio number in the (DOB) Dividend Bank details field. ®

Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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ADINATH TEXTILES LIMITED 45th Annual Report

  • (vi) After entering these details appropriately, click on “SUBMIT” tab.

  • (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (ix) Click on the EVSN (250827028) for on which you choose to vote.

  • (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xvi) Additional Facility for Non - Individual Shareholders and Custodians - For Remote Voting only.

  • �Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • �A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • �After receiving the login details a Compliance User should be created using the admin login and

  • password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • �The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

  • �It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • �Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; atl@ shreyansgroup.com, if they have voted from individual tab & not uploaded same in the CDSL e- voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders: please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.

  2. For Demat shareholders: please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders: Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi,

Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting @cdslindia.com or call at toll free no. 1800 22 55 33

EXPLANATORY STATEMENT PURSUANT TO

SECTION 102 OF THE COMPANIES ACT, 2013,

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ADINATH TEXTILES LIMITED 45th Annual Report

FORMING PART OF THE NOTICE OF ANNUAL GENERAL MEETING ITEM NO. 3

(in case of firm) of five consecutive years, with the approval of its shareholders in its Annual General Meeting. Accordingly, the Board of Directors of the Company at their meeting held on 28th May, 2025 has recommended the appointment of M/s P.S. Bathla & Associates (CP No. 2585) Practicing Company Secretaries as the Secretarial Auditor of the Company for a term of five consecutive years, commencing from the financial year 2025-26 to 2029-30.

On the recommendations of the Nomination & Remuneration Committee and subject to the approval by the members of the Company, the Board of Directors at their meeting held on 13th February, 2025 have reappointed Sh. Vishal Oswal as the Vice-Chairman & Managing Director of the Company for a further period of five years i.e. from 1st May, 2025 to 30th April, 2030. The Board of Directors has not proposed any remuneration for Sh. Vishal Oswal for holding the office of ViceChairman & Managing Director of the Company.

M/s. P.S. Bathla & Associates have consented to their appointment as Secretarial Auditors and has confirmed that their appointment will be in accordance with Section 204 of Companies Act, 2015 read with SEBI (LODR) Regulations, 2015. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the applicable Act & Rules made thereunder and SEBI (LODR) Regulations.

The re-appointment of Sh. Vishal Oswal shall be without remuneration. Further, no sitting fee shall be payable to Sh. Vishal Oswal during his tenure for attending any meeting of the Board or Committee thereof.

Disclosure pursuant to Regulation 36(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as follows:

Sh. Vishal Oswal aged 53 years is the Vice-Chairman & Managing Director of the Company. He is a Commerce Graduate and has a good experience of more than two decade in the field of management & administration.

Proposed Fees Payable to Secretarial Auditor: F25,000 (Rupees Twenty Five Thousand only)plus applicable tax and Reimbursement of out of pocket expenses if any for financial year 2025-26. The remuneration for the subsequent year(s) of their term shall be determined by the Board of the Directors based on the recommendation of the Audit Committee.

He is also holding the Office of Vice-Chairman & Managing Director in Shreyans Industries Limited and Director in the following companies:

  1. Achin Investment & Mercantile Company

  2. Levina Investment & Mercantile Company

  3. Ojasvi Investment & Mercantile Company

Terms of Appointment: 5 Consecutive Years i.e. from the financial year 2025-26 to financial year 2029-30.

  1. Oasis Share Trading (P) Ltd.

A copy of the draft agreement for re-appointment of

Any material change in the fee payable to such auditor from that paid to the outgoing auditor along with the rationale for such change: Not Applicable

Sh. Vishal Oswal as Vice-Chairman & Managing Director, setting out the terms and conditions is available for inspection by members at registered office of the company during working hours.

Basis of Recommendation of Appointment: Based on evaluation and consideration of various factors such as industry experience, competency of the audit team, efficiency and quality in conduct of audit, independent assessment, etc. , further based on the recommendation of the Audit Committee, the Board re-commends the Ordinary Resolution for appointment of Secretarial auditor.

The Board recommends the Special resolution set forth at Item no. 3 of the Notice for the approval of the members.

NOTICE OF INTEREST

None of the Directors/ Key Managerial Personnel of the company/ relatives, except Sh. Vishal Oswal, the appointee himself and Sh. Rajneesh Oswal being relative of Mr. Vishal Oswal, is interested in the proposed resolution.

Details in relation to and credentials of the secretarial auditor proposed to be appointed: Mr. Parminder Singh Bathla (ICSI fellow membership no. 4391, CP No. 2585) is proprietor of M/s. P. S. Bathla & Associates. His Firm i.e. M/s. P. S. Bathla & Associates, Ludhiana is a peer reviewed firm and he is serving as a Secretarial

ITEM NO. 4

Pursuant to Regulation 24A of the SEBI Listing Regulations, every listed entity is required to conduct a Secretarial Audit by a Secretarial Auditor who shall be Peer Reviewed Company Secretary and annex a Secretarial Audit Report to its annual report. Additionally, a listed entity must appoint a Secretarial Audit firm for a maximum of one term (in case of individual)/ two terms

Auditor to various listed and unlisted companies. Mr. Parminder Singh Bathla is a post graduate in

commerce and a fellow member of the Institute of Company Secretaries of India. He is also a registered

as an Insolvency Professional. He is having a rich

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ADINATH TEXTILES LIMITED

45th Annual Report

experience of more than 40 years in handling compliances under Companies Act, Corporate Law and related legislations, Secretarial Audit, Due Diligence, Corporate Restructuring advisory services for Merger, Amalgamation, take over, Scrutinizer for E-voting/Postal Ballot.

The Board of Directors in consultation with the Audit Committee may alter and vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the

Secretarial Auditors.

Necessary resolution is proposed at item No. 4 of the aforesaid notice as an ordinary resolution. The Directors of your company recommend the above resolutions for your consideration and approval.

NOTICE OF INTEREST

None of the Directors/Key Managerial Personnel of the Company/their relatives are in any way concerned or interested in the said resolution.

ANNEXURE TO ITEM NOS. 2 & 3 OF THE NOTICE

Details of Directors seeking re-appointment/appointment at the forthcoming Annual General Meeting (in pursuance of Regulation 36 (3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Name of the Director Rajneesh Oswal Vishal Oswal
DIN 00002668 00002678
Age 59 Years 53 Years
Date of Appointment on
the Board
30.06.1989 31.07.1999
Nature of Expertise in
specific functional areas
Management and
Administration
Management and
Administration
Qualifications MBA Commerce Graduate
No. of Board Meetings
attended during the
financialyear
4 out of 4 4 out of 4
Details of remuneration
paid in FY 24-25
Nil Nil
Directorship of other
public limited companies
Shreyans Industries Limited Shreyans Industries Limited
Memberships of committees
of other Public Listed Entity
(Mandatory Committees only)
Stakeholder's Relationship
Committee and Audit Committee
(Shreyans Industries Limited)
Stakeholder's Relationship
Committee
(Shreyans Industries Limited)
Details of Listed Entity from
which person has resigned
in past three years
Nil Nil
Disclosure of relationship
between directors inter-se
Mr.
Mr. Vishal Oswal are real brothers.
Rajneesh Oswal and
Mr.
Mr. Rajneesh Oswal are real brothers.
Vishal Oswal and
No. of Shares held in the
Company
1000 10

Dated : 28th May, 2025 Regd. Office: Village Bholapur, P.O. Sahabana, Chandigarh Road, Ludhiana 1 41 123 CIN : L17115PB1979PLC003910 Tel. : +91-98761-00948 Email : [email protected] Website : www.adinathtextiles.com

By order of the Board For Adinath Textiles Limited Sd/Harpreet Kaur Company Secretary (ACS 49237)

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