Your directors are pleased to present the Thirty Third Annual Report of the Company
together with the Audited Financial Statements of the Company for the financial year ended
March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year under review along with previous
year figures is summarized below:

Note: As per requirement of Section 129(3) of the Companies Act, 2013, the Company
has prepared Consolidated Financial Statements in accordance with the relevant
Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI). In
accordance with the provision of section 136(1) of the Companies Act, 2013, the
standalone and the Consolidated Financial Statements have been annexed with the
Directors Report of the Company and form part of the Annual Report for the financial year
ended 31st March, 2025.

2. WEB-LINK OF ANNUAL RETURN / EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Companies Act, 2013, read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return of the Company is available on the website of the Company and can be accessed
at the following link:

https://www.vandanafashion.com/investor-relation

3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors met 21 (Twenty One) times on 15.04.2024, 30.05.2024,

01.06.2024, 03.06.2024, 08.06.2024, 26.06.2024, 29.06.2024, 24.08.2024, 02.09.2024,

04.09.2024, 20.09.2024, 24.09.2024, 01.10.2024, 16.10.2024, 04.11.2024, 23.11.2024,

28.12.2024, 12.03.2025, 13.03.2025, 17.03.2025, 20.03.2025 during the year under
review as detailed in Point 3 of Corporate Governance Report annexed to this report.

4. DIRECTORS' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 134(3)(c)
OF THE COMPANIES ACT, 2013

Your directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departure;

(ii) Appropriate accounting policies have been selected and applied consistently and
have 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 as on March 31, 2025 and profit of the
company for the year ended March 31, 2025;

(iii) Proper and sufficient care has been taken 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;

(iv) 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.

(v) The annual accounts have been prepared on a going concern basis;

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

5. AUDITORS & AUDIT REPORTS

Mr. J B S & CO., Chartered Accountants, (FRN: 323734E), was re- appointed as the
Statutory Auditor of the Company for a term of five years commencing from 1^st day of
April, 2023 to 31^st day of March, 2028.

Pursuant to Companies Amendment Act, 2017 dated 07.05.2018, the Company henceforth
does not require to place the matter relating to re-appointment of auditor for ratification
by members at every annual general meeting. Therefore, M/s. J. B. S. & Company,
Chartered Accountant (FRN: 0323734E) shall continue to hold the office of Auditor from
the conclusion of ensuing Annual General Meeting till the Annual General Meeting to be
held in the year 2028.

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014, M/s S. R. &
Associates, Practicing Company Secretaries, were appointed to carry out Secretarial Audit
of the Company. The Secretarial Audit Report forms part of this report marked as
Annexure-A.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

6.1 The Company has not made loan to body corporate within the specified limit as
mentioned under Section 186 of the Companies Act, 2013.

6.2 The Company has made investment in other bodies corporate as mentioned under the
provisions of Section 186 of the Companies Act, 2013. The detailed disclosure of which has
been given in the financial statement under the head "Non-Current Investments."

6.3 During the year under review, the Company has not provided any guarantees to other
bodies corporate.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

The Company has entered into transaction with related parties during the year as defined
under Accounting Standard-18, issued by the Institute of Chartered Accountants of India.
The detailed Disclosure has been made in Additional Notes under point No. 30.

8. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The Company was incorporated on 04^th day of May, 1992 having CIN
U17299WB1992PTC055341 in Kolkata, West Bengal. The Company has earned income
by way of Manufacturing and trading of dhara, plain weave & cotton kurti fabric and other
dress materials during the year under review. Further, the name of our Company was
changed to "N R Vandana Tex Industries Private Limited" and a fresh certificate of
incorporation dated May 31, 2024 was issued by Registrar of Companies, Central
Processing Centre. Pursuant to a resolution of our Board dated June 03, 2024 and a
resolution of our shareholders dated June 07, 2024, our Company was converted into a
public limited company under the Companies Act, and consequently the name of our
company was changed to 'N R Vandana Tex Industries Limited', and a fresh certificate of
incorporation dated August 13, 2024 issued by Registrar of Companies, Central Processing
Centre

9. RESERVES

The Company has transferred Rs. 821.31 Lakhs in reserves during the year under review.

10. DIVIDEND

The board has decided to retain its earnings for future endeavors. Hence, no dividend has
been recommended by the Board for the year ended March 31, 2025.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED8BETWEEN THE ENDS OF THE FINANCIAL

YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE
REPORT

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the Board of Directors state
that there have been no material changes and commitments affecting the financial position
of the Company between the end of the financial year and the date of this Report, except
as stated below:

The Company has made their application for the purpose of listing of Equity Shares of the
Company on the EMERGE SME Platform of the Exchange. The Exchange has considered the
application and decided to permit the Company to deal on the EMERGE SME Platform of
the Exchange w.e.f 04^th June, 2025 as per the details given below :-

There are no other material changes and commitments affecting the financial position of
the Company that has occurred since the end of the financial year till the date of this
report.

12. SHARE CAPITAL

12.1. Authorized Share Capital

The Company at its Extraordinary General Meeting held on September 20, 2024 vide
ordinary resolution increased the authorised share capital of the Company from '
10,000,000 to '23,500,000.

12.2. Issued, Subscribed and Paid-Up Share Capital

The issued, subscribed and paid-up share capital of the Company as on March 31, 2025
is Rs. 17,09,68,090 divided into 1,70,96,809 equity shares of Rs. 10/- each.

On October 16, 2024, the Company issued 1,38,34,059 Bonus equity shares of Rs. 10 each
to equity shareholders.

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

The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:

Conservation of Energy : Not Applicable

Technology Absorption : Not Applicable

There had been NIL Foreign exchange earnings and foreign exchange outgo in the company
during the year under review.

14. RISK MANAGEMENT POLICY

The Board has framed a Risk Management Policy for the Company in order to detect,
mitigate and prevent risk both internal and peripheral arising to the Company. The Board
makes regular assessment and monitoring of the same policy time to time in order to be
at par with changing situations, scenarios and circumstances of the market.

15. CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to
time, the Company has constituted a Corporate Social Responsibility (CSR) Committee in
FY 2024-25, as the applicability criteria under Section 135 were met during the year.

The Company was required to spend ?7.05 lakhs towards CSR activities during the financial
year ended 31st March, 2025. An amount of ?6.08 lakhs was spent during the year on CSR
activities, primarily towards support for animal welfare through contributions to a
registered implementing agency (Sewa Trust) for maintenance and care of cattle
(Gaushala), falling under Schedule VII (iv) of the Act.

There was a shortfall of ?0.97 lakhs at the end of the year due to identification and due
diligence processes for suitable implementing agencies taking longer than anticipated
during the reporting period. This shortfall shall be spent in the subsequent financial year
in accordance with the applicable provisions of the Act.

17. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There had been no change in the nature of business of the company during the year.

18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review and up to the date of this Report, the following changes took
place in the composition of the Board of Directors and Key Managerial Personnel of the
Company:

• Resignation:

Mr. Anant Krishna Kumar Lohia, Director (DIN:05247441) of the Company, tendered
his resignation from the office of Director with effect from 30th May, 2024. The
Board, while accepting his resignation, placed on record its deep appreciation for the
guidance, support and valuable services rendered by him during his tenure with the
Company.

• Appointments:

Mr. Vandana Nahata (DIN: 08765790) and Mr. Bhargav Samirbhai (DIN:
072101446) were appointed as Additional Independent Director (Non-Executive)
w.e.f. 24.08.2024 and were regularized as Director (Independent) of the Company
by the Members at the Extra-Ordinary General Meeting (EGM) held on 20th
September, 2024.

Mr. Prabhu Lohia, Director (DIN: 02621416) of the Company, was appointed as
Managing Director of the Company with effect from 20th September, 2024.

Mr. Gyanesh Lohia, Whole-Time Director (DIN: 02621425) of the Company, was
appointed as Chief Financial Officer (CFO) of the Company with effect from 20th
September, 2024.

The company has received declaration from all the Independent Directors that they meet
the criteria of Independence as envisaged under the provisions of Companies Act, 2013
read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

19. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS

The company has devised a policy for performance evaluation of the individual directors,
board and its committees, which includes criteria for performance evaluation.

Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 and Regulation
17(10) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the
Board has carried out an annual performance evaluation of its own performance, the
directors individually as well as working of the committees of the board. The Board
performance was evaluated based on inputs received from all the directors after
considering criteria such as board composition/ structure, effectiveness of board/
committee processes and information provided to the board, etc. A separate meeting of
the Independent Directors was also held during the year for evaluation of performance of
non-independent directors.

20. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee of the Board has devised a policy for
selection and appointment of Directors, Key Managerial Personnel and Senior Management
Employees and their remuneration. The committee has formulated the criteria for
determining qualifications, positive attributes and independence of a director. The policy
on the above is attached herewith as Annexure-B.

21. CORPORATE GOVERNANCE

The company is complying with corporate governance standards as envisaged under
various provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and has formed a framework in this regard. The
corporate governance report has been attached herewith and marked as Annexure-C.

A certificate from Statutory Auditor of the Company M/s J.B.S. & Co, Chartered Accountants
(Firm Registration No. 0323734E) conforming compliance to the conditions of Corporate
Governance as stipulated under para E of Schedule V of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 is enclosed to this report.

21. VIGIL MECHANISM

In accordance with section 177 of the Companies Act, 2013, the Company has formulated
a Vigil Mechanism Policy to address the genuine concerns, if any, of the directors and
employees. Detail regarding the said policy has been given in Corporate Governance Report
which forms part of this report.

22. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

The Company does not have any Subsidiary Company and neither has it entered into any
joint ventures during the year under review. However, the Company has 1 (One) Associate
Companies namely M/s. Kaberi Sales Private Limited. The particulars of Subsidiary/ Joint
Venture of the Company as required pursuant to the provision of section 129(3) of the
Companies Act, 2013 is not required for the year under review.

23. DEPOSITS

During the year under review the Company has not accepted or renewed any deposits
under Section 73 to 76 of Companies Act⁵,! 2013 read with Companies (Acceptance of
Deposits) rules, 2014 from Public during the year under review.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/
COURTS/ TRIBUNALS

To the best of our knowledge the Company has not received any such order by Regulators,
Courts or Tribunals during the year under review which may impact the Going Concern
status or the Company's operations in future during year under review. The Company has
complied with all the requirements of the Uniform Listing Agreement/ Listing Regulations
with the Stock Exchanges as well as regulations and guidelines of SEBI.

25. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL
WITH REFERENCE TO THE FINANCIAL STATEMENT RULE 8 OF COMPANY
(ACCOUNTS) RULES, 2014}

The Company has adequate Internal Financial Control System commensurate with the
operations of the company including adherence to 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
information and to monitor and ensure compliance with applicable laws, rules and
regulations.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures to be provided pursuant to section 197(12) of the Companies Act, 2013
read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 has been provided herewith marked as Annexure-D.

27. FRAUD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT ACT, 2015)

The Company has adopted best practices for fraud prevention and it follows confidential,
anonymous reporting about fraud as defined under section 447 of the Companies Act, 2013
or abuse to the appropriate responsible officials of the Company. No fraud on or by the
company has been reported by the Statutory Auditors.

28. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT
EQUITY, ESOS, ETC

The company has got no scheme passed for issue of equity shares based upon Employee
Stock Option. Hence, the disclosures as required pursuant to Rule 12(9) of Companies
(Share Capital & Debentures) Rules, 2014 is not applicable to the company for the year
under review.

29. DISCLOSURE UNDER SEXUAL HARRASSEMNT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition & redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of Women at workplace (Prevention,
Prohibition And Redressal) Act, 2013 and the rules thereunder.

During the financial year 2024-2025:-

30. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as
amended. While no employee availed maternity benefits during the financial year under
review, the Company remains fully committed to providing such benefits as and when
applicable.

31. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application was made or proceedings were pending under the Insolvency and
Bankruptcy Code, 2016 (31 Of 2016) during the financial year.

32. CAUTIONARY STATEMENT

Members and readers are cautioned that in the case of data and information external to
the Company, no representation is made on its accuracy or comprehensiveness though the
same are based on sources believed to be reliable. Utmost care has been taken to ensure
that the opinions expressed by the management herein contain its perceptions, as on the
date of the report, on the material impacts on the Company’ s operations, but it is not
exhaustive as they contain forward looking statements which are extremely dynamic and
increasingly fraught with risk and uncertainties. Actual results, performances,
achievements or sequence of events may be materially different from the views expressed
herein.

33. ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their
hard work, dedication and commitment. The enthusiasm and unstinting efforts of the
employees have enabled to remain at the forefront of the Company.

The Directors would like to thank shareholders, government agencies, bankers & all other
business associates for their continued support during the year. We place on record our
appreciation for the contributions made by the employees at all levels.

For and on behalf of the Board
N R Vandana Tex Industries Ltd.

Date: 16.05.2025 Sd/- Sd/-

Place: Kolkata Prabhu Lohia Gyanesh Lohia

Managing Director Whole-Time Director
DIN: 02621416 DIN: 02621425