The Board of Directors of your Company are
pleased to present the 13th Annual Report on the
business, operations and state of affairs of the
Company together with the Audited Financial
Statements for the Hnancial year ended March 31,
2025.

1. ST A TE OF COMPANY'S AFFAIRS AND BUSINESS
OVERVIEW

A JOURNEY THA T DRIVES GROWTH:

A country is best known by its culture, and a culture
is best known by its tradition. In an endeavor to
bring the best of our country's cultural f6abric, quite
literally, we launched Jaipur Kurti a brand centered
around representing Indian traditional wear for all
occasions. Jaipur Kurti was created to explore the
varied dynamics of Indian ethnic wear, presenting
this heritage to modern women at its widest range.

Your company has Four brands "Jaipur Kurti”,
Amaiva-By Jaipur Kurti”, "Desi Fusion” &
"Jaipur Kurti Luxe”.

An Indian Women's Clothing brand promoting
sustainability in a creative, durable and fashionable
way. Inspired by our Indian cultural heritage, every
product produced narrates the tale of fabric,
needles, and machines. The brand embodies
meticulous fineness in each attire and is soaked in
a whimsical traditional charm that every regal
customer roots for.

One of the most prosperous launches of Nandani
Creation Ltd., Jaipur Kurti, Amaiva- By Jaipur Kurti
Desi Fusion & recently launched "Jaipur Kurti
Luxe” have gained immense recognition due to the
pocket-friendly appeal and versatility that they
hold while catering for something captivating to
each woman out there. Taking homage to Jaipur,
Rajasthan, and after the exponential growth, the
brands have become synonymous with the ethnic
charm, sleek modernity and traditional aesthetics
for today's women. The only style theory we follow
is that 'Fashion has no bar on age or criterion when

it comes to flaunting style and tradition'. Catering to
women of all age groups—their wares are available in
all sizes—and focus on making every woman feel like
she owns her own style, trend and tradition.

A Forerunner in the ethnic fashion scene of the
country, we are "Nandani Creation Limited" a NSE
Listed Company, curated with dedication,
commitments, modern inspirations and heritage
musings. We are a leading fashion house specializing
in traditional designs, culturally rich styles and ethnic
wear for women. With our unique prints and patterns
being fused into every-day fashion by our
manufacturing facilities, we have created a diverse
range of ethnic wear loved by women. We are best for
specializing in the production and sale of a wide range
of ethnic Indian wear consisting of Kurtis, Dresses, Suit
Sets, Patiala Salwar's, Salwar Kameez, Dupattas, wide
variety of Bottoms etc.

We are popularly known and identified in apparel
market by our brand name "Jaipur Kurti” and have
15 Retail Stores (COCO & FOFO) situated at

“Jaipur Kurti”. Vaishali Naaar. Jaipur:

“Jaipur Kurti”. Triton Mali. Jhotwara. Jaipur
“Jaipur Kurti". MGFMall. 22 Godam. Jaipur
“Jaipur Kurti”. Vidhvadhar Naaar. Jaipur
“Jaipur Kurti”. DTMega Mali. Gurugram
“Jaipur Kurti”. Sri Ganaanaaar
“Jaipur Kurti”. Kota
“Jaipur Kurti”. Aimer
“Jaipur Kurti”. Ahmedabad
“Jaipur Kurti”. Bhatinda. Punjab
“JaipurKurti”. Satva Hive. Guraaon
“Jaipur Kurti”. Raiouri Garden. Delhi
“Jaipur Kurti”. Pacific Mali. Ghaziabad

In the Financial year 2024-25, the company has
expanded its physical presence across PAN India
by opening SIS Outlets, MBO's in various parts of
country such as Delhi, Punjab, Varanasi, Shimla,
Uttar Pradesh, Ambikapur, Bihar etc.

Y our company believes that our brands have a pan-
India appeal across regions. The Company has
strong presence in various well-known outlets
such as Kumbhalgarh, Dress lands, Bindals, Punjab
Cloth store etc.

The Company has also expanded its retail presence
in 6 stores of Shopper Stop, nation's leading
premier retailer of fashion brands. This strategic
expansion underscores the company's
commitment to strengthening its retail footprint in
key target markets.

The Newly opened Shopper's Stop are located in
the following cities/areas:

1. SSL- Ghaziabad

2. SSL-Ludhiana

3. SSL Mohali

4. SSL- Man Upasana, Jaipur

5. SSL- WTP, Jaipur

6. SSL-Rohini, Delhi

More details on the state of Company's affairs and
business overview are discussed in the
Management Discussion & Analysis Report forming
part of this Annual Report.

2. FINANCIAL HIGHLIGHTS & PERFORMANCE
SUMMARY.

The standalone and consolidated Financial
Statements for the FY ended March 31, 2025,
forming part of this Annual Report, have been
prepared in accordance with the Indian Accounting
Standard (hereinafter referred to as "Ind AS”)
prescribed under Section 133 of the Companies
Act, 2013 and other recognized accounting
practices and policies to the extent applicable.
Necessary disclosures regarding Ind-AS reporting
have been made under the Notes to Financial
Statements. The Company's performance during
the FY under review as compared to the previous
FY is summarized below:

During the Financial Year2024-25:

• For the financial Year 2024-25, your Company
recorded Standalone Sales of Rs. 70.65 Cr. as
against Rs. 44.24 Cr in the previous years.

• The Consolidated Sales of your Company is Rs.
70.81 Cr. as compared to Rs. 45.86 Cr. the
previous year.

The Standalone Profit of the Company after Taxation is
Rs. 3.57 Cr. as compared to Rs. 49.21 lacs in the
previous year and the Consolidated Profit of the
Company after Taxation is Rs. 3.71 Cr. as compared to
Rs. 55.55 Lacs in the previous year.

The company's financial performance on a
consolidated basis for the year ending as on March
31, 2025 is outlined as follow:

4. DIVIDEND

With a view to provide cushion for any financial
contingencies in the future and to strengthen
the financial position of the Company, your
directors have decided not to recommend any
dividend for the period under review.

5. TRANSFER TO RESERVES

The Board of Directors of the Company has
transferred amount of Rs. 13.32 Cr. to its
Reserve & Surplus account during the Financial
Year 2024-25.

6. CONSOLIDA TED FINANCIAL STA TEMENT:

In accordance with the provisions of the Act,
Regulation 33 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (herein after
referred to as "Listing Regulations”) and applicable
Accounting Standards, the Company is required to
submit Audited Consolidated financial statements
of the Company, together with the Auditor's report
from part of this Annual Report.

7. CHANGE IN CAPITAL STRUCTURE:

During the year under report, the Company has
increased its Authorized Share Capital from Rs.

18.00. 00.000/- (Rupees Eighteen Crores Only)
divided into 1,80,00,000/- (One Crore and Eighty
Lacs) Equity Shares of Face Value of Rs. 10/-
(Rupee Ten Only) each to ^ Rs. 28,00,00,000/-
(Rupees Twenty Eight Crores Only) divided into

2.80.00. 000/-(Two Crore and Eighty Lacs) Equity
Shares of Face Value of Rs. 10/- (Rupee Ten Only)
vide Extra Ordinary General Meeting of the
members of the Company held on 05^th March, 2025.

Also, during the year under review, the company's
paid-up capital is increased via conversion of
4,50,000 Warrants into Equity Shares through its
various Board Meetings held on June 06, 2024, June
12, 2024, June 13, 2024 & June 14, 2024
respectively.

Further, with the approval of members and Board
of Directors, the company has offered, issued &
allotted 53,27,656 Equity Shares at the price of Rs.
30/- per shares (including premium of Rs. 20/- per

Equity Share) via Rights Issue to the existing members
of the company at its Board Meeting held on August 02,
2024 in compliance with the Securities & Exchange
Board of India (Issue of Capital and Disclosure
Requirements) Regulations. 2018. as amended and
other applicable laws including circulars issued by
SEBI from time to time ("Rights Issue").

After the said allotment, the paid-up Equity Share
Capital is 17,26,16,060/- (Rupees Seventeen Crore
Twenty-Six Lakh Sixteen Thousand Sixty Only) divided
into 1,72,61,606 (One Crore Seventy-Two Lakh Sixty-
One Thousand Six Hundred Six) Equity Shares of '10/-
(Rupees Ten Only) each.

Further with the approval of the Board of Directors, the
Company has issued, offered & allotted 18,29,108
(Eighteen Lakhs Twenty-Nine Thousand One Hundred
Eight) Equity shares on Preferential issue on a private
placement basis (preferential issue) and 35,32,500
((Thirty-Five Lakhs Thirty-Two Thousand Five
Hundred) Warrants Convertible into Equity Shares
through its Board Meeting held on April 10, 2025 in
compliance with the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 and Companies Act, 2013.

The shares so allotted rank pari passu in all respect
with the existing equity shares of the company.

After the said allotment, the paid-up Equity Share
Capital is 19,09,07,140/- (Rupees Nineteen Crore Nine
Lakh Seven Thousand One Hundred Forty Only)
divided into 1,90,90,714 (One Crore Ninety Lakh
Ninety Thousand Seven Hundred Fourteen) Equity
Shares of 10/- (Rupees Ten Only) each.

8. INFORMA TION A BOUT

SUBSIDIARIES/ASSOCIA TE COMPANY/JOINT
VENTURES:

The Company has one Wholly Owned Subsidiary
Company:

Desi Fusion India Private Limited

Desi Fusion India Private Limited was incorporated in
Jaipur on 31st May, 2016. Our Subsidiary Company is
engaged in the business of Buying and Selling of
Fabrics.

Pursuant to the provisions of Section 129(3) of the

Companies Act, 2013 (the Act) Accounting
Standards and Securities and Exchange Board of
India (SEBI)(Listing Obligations & Disclosure
Requirements) Regulations, 2015 (Listing
Regulations) the Company has prepared
consolidated financial statements which form part
of this Annual Report.

In accordance with Schedule V of Listing
Regulations, the Company is required to make the
Disclosure for its Holding Company and Subsidiary
Company.

A separate statement containing salient features of
the financial statements of the Company's
subsidiary in prescribed form AOC- 1 and the
Disclosure under Schedule V is annexed as
Annexure 1 to this report.

The audited financial statement including the
consolidated financial statements of the Company
and all other documents required to be attached
thereto is available on the Company's website i.e.
www.nandanicreation.com The financial

statement of the subsidiary company is available
on the Company's Website i.e.
www.nandanicreation.com

9. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the
Companies Act, 2013, the Company has complied
with the applicable provisions of secretarial
standards, SS1 & SS2 issued by the Institute of
Company Secretaries of India.

10. MATERIAL ORDER

In pursuance to Rule 8(5)(vii) of the Companies
(Accounts) Rules, 2014, no significant or material
orders were passed by the regulators or courts or
tribunals impacting the going concern status and
Company's operations in future.

11.OPENING OF NEW RETAIL STORES WITH
BRAND JAIPUR KURTI"

Your Company Nandani Creation Limited has total
9 Retail Stores (COCO) and 6 Retail Stores (FOFO)
in India.

The Company has opened three Retail store in the F.Y.
2024-25 to expand its business at Gurgaon, Mumbai,
Ahmedabad. The Proposed Retail stores were spread
over ~ 1000-1500 sqft area and will offer the latest
collection for women wear brands "Jaipur Kurti” and
"Amaiva” by Jaipur Kurti.

Through continuous focus on its own D2C sales
platforms Nandani Creation is poised to strengthen

its presence in women Indian wear offering category
with a diverse range of collection under the brands
"Jaipur Kurti” and "Amaiva” by Jaipur Kurti.

12.OPENING OF SIS OUTLETS WITH BRAND
"JAIPUR KURTI"

Your company has expanded its Retail footprints by
opening 70 SIS (Shop-in-Shop) Outlets in various
parts of the Country such as Punjab, Uttar Pradesh,
Delhi, Ghaziabad, Jalandhar, Shimla, Chandigarh etc.

The Major names of SIS Counters are Dress Land,
Bindals, Lal Sons, Kambhal Ghar etc.

13. MATERIAL CHANGES & COMMITMENTS
AFFECTING THE COMPANY:

In pursuance to Section 134(3)(l) of the Companies
Act, 2013, the following Material Changes have
occurred between the end of Financial Year and date of
this Report affecting the financial position of the
Company.

14. PUBLIC DEPOSIT

The Company has not accepted any amount falling
within the purview of provisions of Section 73 of the
Companies Act, 2013 ("the Act”) read with the
Companies (Acceptance of Deposit) Rules, 2014 during
the period under review. Hence, the requirement for
furnishing the details of Deposits which are not in
compliance with Chapter V of the Act is not applicable.

15. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Act are given in the notes to Financial Statements
forming a part of this annual report.

16. FURTHER PUBLIC OFFER- RIGHTS ISSUE

During the Financial Year 2023-24, the company in
its Board Meeting held on March 23, 2024 has
considered and approved the filling of the Draft
Letter of Offer (DLOF) dated March 23, 2024 with
Stock Exchange for raising of Funds through
Issuance and allotment of equity shares for an
amount not exceeding Rs. 1600 Lakhs to the
eligible Equity Shareholders of the Company on the
rights Basis.

The company has applied to the Stock Exchanges
seeking in-principal approval for the proposed
rights Issue on March 24, 2024.

The Company has received the In-principal
Approval of stock exchange on April 05, 2024 for
the proposed Rights Issue.

The Equity Shares of the Company are listed on
National Stock Exchange of India Limited (NSE).

The Directors are pleased to inform that the
Company has completed the Rights Issue of its
Equity Shares of 53,27,656 fully paid-up Equity
shares at a price of Rs. 30/- per equity share
(including premium of Rs. 20/- per Equity shares)
aggregating to Rs. 1598.30 lakhs on rights Basis to
the Eligible Equity shareholders in the ratio of 100
rights equity shares held by the Eligible Equity
Shareholders on the record date i.e. on Thursday,
July 04, 2024.

The Rights issue was opened on Friday, July 12,
2024 and was closed on Friday, July 26, 2024.

The Company has received approval from NSE for
trading of the shares allotted under rights Issue on
August 08, 2024.

As per the Object Clause of the Offer, the net
proceeds of the Issue were to be utilized towards:

1. To augment the existing and incremental

working capital requirement of our Company

2. Investment in our Subsidiary, Desi Fusion Private
Limited (DFPL) for funding its Working Capital
Requirement.

3. General Corporate Purposes

Post the Issue, 45.69% of the Equity Share capital of the
Company is held by the Promoter and Promoter Group.

17. RELATED PARTY TRANSACTIONS:

During the financial year ended March 31, 2025, all the
transactions with the Related Parties as defined under
section 188 the Act read with rules framed there-under
and Regulation 23 of the Listing Regulations were in
the 'ordinary course of business' and 'at arm's length'
basis. The Company does not have a 'Material
Subsidiary' as defined under Regulation 16(1)(c) of the
Listing Regulations.

During the year under review, the Company did not
enter into any Related Party Transactions which
require prior approval of the Members. All Related
Party Transactions of 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 reviewed the Related Party Transactions on a
periodic basis. During the year under review, there has
been no materially significant Related Party
Transactions having potential conflict with the interest
of the Company except with the wholly owned
subsidiary.

Further As per SEBI (LODR) Regulations, 2015 and
Companies Act, 2013 transactions entered into
between a holding company and its wholly owned
subsidiary is exempted from any type of approvals
whether by Board or shareholders.

There are no particulars of material contracts or
arrangements with related parties referred in section
188(1) of the Act. Information on transactions with
related parties pursuant to Section 188(1) for entering
into such contract or arrangement in Form AOC-2 is
annexed to this Report as Annexure-2. All the
transactions with the related party were in accordance
with the Section 188 of the Companies Act, 2013, read
with the Rules issued thereunder and the Listing
Regulations.

The Company has formulated a policy on
materiality of related party transactions and also
on dealing with Related Party Transactions which
has been uploaded on the Company's website at the
web link

https://www.nandanicreation.com/docs/investor

s/policies/POLICY-_ON-MATERIALITY-OF-

RELATED-PARTY- TRANSACTIONS.pdf

18. AUDITOR AND REPORT THEREON:
SECRETARIAL AUDITOR & SECRETARIAL
AUDIT REPORT

Pursuant to provisions of Section 204 of the
Companies Act, 2013 and rules made thereunder,
The Board of Directors has appointed M/s Manisha
Godara & Associates, Company Secretaries, New
Delhi (FRN: S2014RJ268900) as the Secretarial
Auditor to conduct an audit of secretarial records
for the financial year 2024-25. Accordingly, they
have conducted the secretarial Audit of the
company for the Financial Year 2024-25 and
Secretarial Audit Report in Form MR-3 is enclosed
herewith as Annexure-3.

Further, M/s Manisha Godara & Associates,
Company Secretaries, New Delhi (FRN:
S2014RJ268900) have submitted their resignation
w.e.f. May 25, 2025. The reason mentioned for
resignation was Consideration of resources
presently available with audit firm to handle
professional obligations and responsibilities on
account of the operational requirements of the
auditee Company”.

The Company have accepted the resignation and
put the same on their record and reference.

Due to the vacancy caused by the resignation of
M/s Manisha Godara & Associates, Company
Secretaries, New Delhi (FRN: S2014RJ268900), the
company has appointed M/s Abhishek Goswami &
Co., Company Secretary in Practice, a Peer
Reviewed Firm (FRN: S2019RJ714800) as
Secretarial Auditor of the company.

M/s Abhishek Goswami & Co., Company Secretary
in Practice, has given the written consent to act as
Secretarial Auditor of the Company and also
provided Eligibility certificate to the effect that
they are eligible and not disqualified to be
appointed as a secretarial auditor in the terms of
the provisions of the Listing Regulations, the
Companies Act, 2013 and the rules made

thereunder.

Further, in terms of the Listing Regulations, the Board
on recommendation of Audit Committee has
recommended to shareholders, the appointment of
M/s Abhishek Goswami & Co., Company Secretary in
Practice of the Company for a first term of five
consecutive financial years commencing from April 1,
2025 till March 31, 2030. A resolution seeking
shareholders' approval for the appointment of M/s
Abhishek Goswami & Co., Company Secretaries as
Secretarial Auditors has been included in the Item No.
5 of notice of the ensuing 13th AGM of the Company.

Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial
Compliance Report for the financial year ended March
31, 2025 from M/s Manisha Godara & Associates,
Company Secretaries, New Delhi in compliance with
the Regulation 24A of the SEBI Listing Regulations and
the SEBI circular CIR/CFD/ CMD1/27/2019 dated
February 8, 2019. The said Report for the financial year
ended March 31, 2025 has been submitted to the Stock
Exchanges within the prescribed statutory timelines
and annexed to the Report on Corporate Governance.

STA TUTORY A UDITORS & STA TUTORY A UDIT
REPORT

Pursuant to Section 139(1) of the Companies Act, 2013
M/s P C Modi & Company, Chartered Accountants.
Jaipur (FRN: 0002390 itory

Auditors of the Company at 12th Annual General
Meeting of the Company held on September 30, 2024 to
hold office for a term of 5 (Five) years until the
conclusion of 17^th Annual General Meeting of the
Company to be held in the calendar year 2029.

Further Audit Report does not contain any
qualifications, reservations or adverse remarks. The
Notes to Financial Statements referred to in the
Auditor's Report are self-explanatory and do not call for
any further comments. The Statutory Auditors has
provided their eligibility certificate confirming their
non- disqualification to continue as statutory auditor of
the Company under Section 141 of the Act. Further, as
required under the relevant provisions of Listing
Regulations, the Statutory Auditors has also confirmed
that they have subjected themselves to the peer review
process of the Institute of Chartered Accountants of

India ("ICAI”) and they hold a valid certificate issued
by the Peer Review Board of ICAI.

INTERNAL A UDITORS & INTERNAL A UDIT
REPORT

The Board of Directors of the Company has
appointed M/s Jain Shrimal & Co., Chartered
Accountants, Jaipur (FRNo.: 001704C) as the

Internal Auditor to conduct an audit of Internal
records for the financial year 2024-25.

The Board has re - appointed M/s Jain Shrimal &
Co., Chartered Accountants, Jaipur (FRN.:
001704C) as Secretarial Auditors of the Company
for FY 2025-26. The company has received consent
from them to act as the auditor for conducting audit
of the internal records for the financial year ending
as on 31^st March, 2026.

Further, in line with the aforesaid compliance, the
Board of Directors has re-appointed M/s Jain
Shrimal & Co., Chartered Accountants, Jaipur
(FRN.: 001704C), on 05^th

September, 2025 for conducting the Internal Audit
for the Financial Year ending as on 31^st March,
2026.

19.DIRECTORS AND KEY MANAGERIAL

PERSONNEL

The Board plays a crucial role in overseeing how
the management serves the short- and long-term
interests of shareholders and other stakeholders.
This belief is reflected in our governance practices,
under which we strive to maintain an effective,
informed and independent Board of Directors and
keep our governance practices under continuous
review.

As on March 31, 2025, the total Board strength
comprises of 6 Directors out of which 3 Directors
are Executive Directors and 3 are Non- Executive
Independent Directors. All Independent Directors
of the company as on the date of this report have
also registered on Independent Directors in
Database of IICA for Independent Directors.

The Company's Board Members are from diverse
backgrounds with skills and experience in critical
areas like Marketing, Finance & Taxation,
Economics, Law, Governance etc. Further, all
Independent Directors are persons of eminence
and bring a wide range of expertise and experience to
the board thereby ensuring the best interests of
stakeholders and the Company. They take active part
at the Board and Committee Meetings by providing
valuable guidance to the management on various
aspects of Business, Policy Direction, Compliance etc.
and play critical role on issues, which enhances the
transparency and add value in the decision-making
process of the Board of Directors. The composition of
the Board also complies with the provisions of the Act
and Regulation 17(1) of Listing Regulations. The Board
reviews its strength and composition from time to time
to ensure that it remains aligned with the statutory, as
well as business requirements

During the year under review, the following changes
occurred in the Board of Directors:

Retirement by Rotation: _

In accordance with the provisions of Section
152(6) of the Companies Act, 2013 and in terms of
Articles of Association of the Company, Mrs. Anuj
Mundhra (DIN: 05202504) retires by rotation at
the ensuing Annual General Meeting and being
eligible, offers herself for re- appointment. The
Board recommends her re- appointment for
consideration by the Members of the Company at
the 13^th Annual General Meeting.Pursuant to the
provisions of Section 203 of the Act, the KMP's of the
Company as on March 31, 2025 are as follows:

1. Mr. Anuj Mundhra, Chairman & Managing
Director

2. Mrs. Vandana Mundhra, Whole-Time
Director

3. Mrs. Sunita Devi Mundhra, Whole-Time
Director

4. Mr. Gaurav Jain, Non-Executive

Independent Director

5. Mr. Gagan Saboo, Non-Executive

Independent Director

6. Mr. Neetesh Kabra, Non-Executive

Independent Director

7. Mr. Dwarka Dass Mundhra, Chief Financial
Officer

8. Ms Gunjan Jain, company Secretary &

Compliance Officer

None of the Directors of the Company are
disqualified/ debarred as per the applicable
provisions of the Act and the Securities and
Exchange Board of India.

20. CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the Listing
Regulations, a separate report on Corporate
Governance along with a Certificate of Auditors on
its Compliance forms an integral part of this Report
Annual Report as Annexure-4.

21. EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act,
2013 and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the annual return
of the Company is available on the Company's
website at the following web link:
https://www.nandanicreation.com/annual-
report.php

22. BOARD MEETING:

During the year under review 14 (Fourteen) Board
Meetings were convened and held, the details of
which are given in the Corporate Governance
Report. The intervening gap between the meetings
was within the period prescribed under the
Companies Act, 2013.

The details of Meetings of the Board and its
Committees are given in the Corporate Governance
Report.

23. GENERAL MEETINGS:

Annual General Meeting:

The 12^th Annual General Meeting of the members
of the Company was held on Monday, September
30, 2024, through video conference pursuant to the
Circular No. 14/2020 dated April 8, 2020, Circular
No.17/2020 dated April 13, 2020 followed by
Circular No. 20/2020 dated May 5, 2020 and all
other relevant circulars issued from time to time by
MCA (collectively referred to as "MCA Circulars”) to
approve Financial Statements and other matters.
All the Executive Directors were present in the
meeting.

Extra-Ordinary General Meeting:

During the Financial Year 2024-25, the company
has conducted two Extra Ordinary General Meeting
(EGM)

The Company held One (1) Extra Ordinary General
Meeting on Wednesday, September 04, 2024
through VC/OAVM for the following matter:

- Appointment of Statutory Auditors to fill th
casual vacancy on resignation.

The Company held Second (2) Extra Ordinary Genera
Meeting on Wednesday, March 05, 2025 through
VC/OAVM for the following matter:

- Increase in the Authorised Share Capital am
Consequent Alteration of Capital Clause O
Memorandum Of Association Of The Company

- Issuance Of Equity Shares of The Company b;
Way Of Preferential Issue, Subject To Sucl
Approvals As May Be Required Under Applicabl
Laws:

- Issuance Of Warrants Convertible Into Equit
Shares On Preferential Basis, Subject To Sucl
Approvals As May Be Required Under Applicabl
Laws

All the executive Directors were present in the meeting

24. COMMITTEES OF THE BOARD

The Board of Directors of the Company has
constituted the
following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

Pursuant to the provisions of the Act and Rules
made there under and SEBI (LODR) regulation,
2015, the board has constituted various
committees. Composition and other details on the
committee are given in the Corporate Governance
Report.

The Committees' composition, charters and
meetings held

during the year and attendance thereat, are given
in the Report on Corporate Governance forming
part of this Annual Report.

25. MEETING OF INDEPENDENT DIRECTORS

Pursuant to Clause VII of the Schedule IV of the
Companies Act, 2013 and Regulation 25 of Listing

Regulations, the Independent Directors of the
Company are required to hold at least one
meeting in a year without the attendance of
Non- Independent Directors and Members of
Management. All the Independent Directors of
the Company shall strive to be present at such
meeting.

The Details of the three Independent Directors
of the Company are as follows:

During the year, One (1) Meeting of the
Independent Directors was convened and held on
05.09.2024.

TERMS OF REFERENCE:

i. The performance of non-independent directors
and the Board as a Whole;

ii. The performance of the Chairperson of the

Company, taking into account the views of
executive directors and Non-Executive

Directors;

iii. Assess the quality, quantity and timeliness of
flow of Information between the Company
Management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties;

26.DECLARATION OF INDEPENDENCY BY
INDEPENDENT DIRECTORS:

There are three Independent Directors on the
Board of the Company. Your Company has received
declarations from all the Independent Directors
confirming that they meet the criteria of
independence as prescribed under section 149(6)
and Schedule IV of the Act and Regulation 16 of the
SEBI Listing Regulations. The Independent
Directors have also submitted a declaration

confirming that they have registered their names in the
databank of Independent Directors as being
maintained by the Indian Institute of Corporate Affairs
(IICA) in terms of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and are
persons of high integrity and repute. They fulfill the
conditions specified in the Act, and the rules made
thereunder and are independent of the management.

None of the independent directors are aware of any
circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgment and without any external
influence. The Board of Directors have taken on record
the declaration and confirmation submitted by the
Independent Directors after undertaking due
assessment of the same and in their opinion, the
Independent Directors fulfill the conditions specified
in the Act and SEBI Listing Regulations and are
independent of the management.

The Independent Directors have complied with the
Code for Independent Directors prescribed in Schedule
IV to the Act along with the Code of Conduct for
Directors and Senior Management Personnel
formulated by the Company as per SEBI Listing
Regulations.

27. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the
Listing Regulations, the Company has put in place a
familiarization programme for the Independent
Directors with regard to their roles, rights and
responsibilities in the Company and provides details
regarding the nature of the industry in which the
Company operates the business models of the
Company etc. which aims to provide insight to the
Independent Directors to understand the business of
the Company. Upon induction, the Independent
Directors are familiarized with their roles, rights and
responsibilities. The details of the familiarization
program for Independent Directors are available on
the Company's website and can be accessed at
www.nandanicreation.com

28. PERFORMANCE EVALUATION

The Nomination and Remuneration Policy of the
Company empowers the Nomination and
Remuneration committee to formulate a process
for effective evaluation of the performance of
individual directors, committees of the Board and
the Board as a whole.

The Board formally assesses its own performance
based on parameters which, inter alia, include
performance of the Board on deciding long term
strategy, rating the composition and mix of Board
members, discharging of governance and fiduciary
duties, handling critical and dissenting
suggestions, etc.

The parameters for the performance evaluation of
the Directors include contribution made at the
Board meeting, attendance, instances of sharing
best and next practices, domain, knowledge, vision,
strategy, engagement with senior management etc.

The independent directors at their separate
meeting review the performance of non -
independent directors and the Board as a whole,
chairperson of the Company after taking into
account the views of Executive director and non -
executive directors, the quality, quantity and
timeliness of flow of information between the
company management and the Board that is
necessary for the Board to effectively and
reasonably perform the duties.

Based on the outcome of the performance
evaluation exercise, areas have been identified for
the Board to engage itself with and the same would
be acted upon.

29. DIRECTORS RESPONSIBILITYSTATEMENT

Pursuant to Section 134 of the Companies Act,
2013 (including any statutory modification^) or
re-enactment(s) thereof for the time being in
force), the Directors of the Company confirm that:

(a) In the preparation of the annual accounts for
the financial year ended 31^st March, 2025 the
applicable Accounting Standards and Schedule
III of the Companies Act, 2013, have been
followed and there are no material departures

from the same;

(b) the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable anc
prudent so as give a true and fair view of the state
of affairs of the Companies as at 31st March, 2025
and of profit and Loss of the Company for the
financial year ended 31st March, 2025;

(c) the directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Company Act, 2013 for
safeguarding the assets of the Company and for
preventing and detecting frauds and other
irregularities;

(d) the annual accounts have been prepared on a
"going concern” principal;

(e) proper internal financial control laid down by
the directors were followed by the Companies
and that such internal financial controls are
adequate and operating effectively ; and;

(f) Proper system to ensure compliance with the
provisions of all applicable laws was in place
and that such system are adequate and
operating effectively.

30. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated
under the Listing Regulations is presented in a
separate section forming part of this Annual Report
as Annexure-5. It speaks about the overall industry
structure, global and domestic economic scenarios,
developments in business operations/performance
of the Company's various businesses viz.,
decorative business, international operations,
industrial and home improvement business,
internal controls and their adequacy, Risk, threats,
outlook etc.

31. BUSINESS RESPONSIBILITY STA TEMENT

Your Company has always been at the forefront of
voluntary disclosures to ensure transparent
reporting on all matters related to the Company's
governance and business operations. The report
comprehensively covers your Company's
philosophy on corporate social responsibility, its

sustainability activities pertaining to efforts on
conservation of environment, conducting
green awareness events, its commitment
towards society, enhancing primary education,
initiatives and activities taken up as part of this
philosophy for the year 2024-25. But since, this
report is applicable only on Top 1000 Listed
Entities, we are not attaching the report with
the Annual Report.

32.DETAILS ON INTERNAL FINANCIAL CONTROLS
RELATED TO FINANCIAL STATEMENTS

According to Section 134(5) (e) of the Act, the term
'Internal Financial Control' ('IFC') means the
policies and procedures adopted by the Company
for ensuring the orderly and efficient conduct of its
business, including adherence to Company's
policies, the safeguarding of its assets, the
prevention and early detection of frauds and
errors, the accuracy and completeness of the
accounting records and the timely preparation of
reliable financial information.

The Company has established a robust framework
for internal financial controls. The Company has in
place adequate controls, procedures and policies,
ensuring orderly and efficient conduct of its
business, including adherence to the Company's
policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and
completeness of accounting records, and timely
preparation of reliable financial information.
During the year, such controls were assessed and
no reportable material weaknesses in the design or
operation were observed. Accordingly, the Board is
of the opinion that the Company's internal financial
controls were adequate and effective during FY
2024-25.

33.INSIDER TRADING CODE OF CONDUCT

Your Company has adopted a Code of Conduct to
regulate, monitor and report trading by designated
persons and their immediate relatives to formulate
a framework and policy for disclosure of events
and occurrences that could impact price discovery
in the market for its securities as per the
requirements under SEBI(Prohibition of Insider
Trading) Regulations, 2015. The Code of Conduct

has been made available on the Company's website at
www.nandanicreation.com

34.NOMINA TION & REMUNERA TION POLICY:

The salient features of the Nomination and
Remuneration Policy of the Company are set out in the
Corporate Governance Report which forms part of this
Annual Report.

The said Policy of the Company, inter alia, provides that
the Nomination and Remuneration Committee shall
formulate the criteria for appointment & Re -
appointment of Directors on the Board of the Company
and persons holding senior management positions in
the Company, including their remuneration and other
matters as provided under Section 178 of the Act and
Listing Regulations. The Policy details are given in
Corporate Governance Report.

35.OTHER STATUTORY DISCLOSURES

VIGIL MECHANISM ^ / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy
and has established Vigil Mechanism for employees
including Directors of the Company to report genuine
Concerns. The provisions of this policy are in line with
the provisions of Section 177(9) of the Act.

The Whistle Blower Policy of the Company is also
available on the website of the Company at the link
http://www.nandanicreation.com/docs/investors/po
licies/WHISTLER-BLOWER-POLICY.pdf. During the
year, no whistle blower event was reported &
mechanism is functioning well. Further, no personnel
has been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULA TORS OR COURTS OR TRIBUNALS

There are no such significant and material orders
passed by the regulators or courts or tribunals,
impacting the going concern status and company's
operations in future.

PARTICULARS OF EMPLOYEES

Pursuant to the amendment in the Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a detailed
statement is attached as Annexure-6.

Apart from that, there are no Employees in the
Company whose particulars are required to be
disclosed in accordance with Rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016 in
the report.

The Company is required to give the Disclosure
under Schedule V Part II secti2 of the Act. The same
is attached in Annexure-6.

RISK MANAGEMENT POLICY

The Company has framed and implemented a
Risk Management Policy to identify the various
business risks. This framework seeks to create
transparency, minimizes adverse impact on the
business objectives and enhances the
Company's competitive advantage. The Risk
Management Policy defines the risk
management approach across the enterprise at
various levels including documentation and
reporting.

The Risk Management procedure will be
reviewed by the Audit Committee and the Board
of Directors on time to time basis.

LISTING OF SHARES

Your Company's shares are listed on the
National Stock Exchange of India Limited and
the Listing fee for the year 2024-25 has been
duly paid.

DEPOSITORY SYSTEM

As the Members are aware, your Company's shares
are trade-able compulsorily in electronic form and
your Company has established connectivity with
both National Securities Depository Limited
(NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous
advantages offered by the depository system, the
members are requested to avail the facility of
Dematerialization of the Company's shares on
NSDL & CDSL. The ISIN allotted to the Company's
Equity shares is INE696V01013.

HUMAN RESOURCE DEVELOPMENT

The Company recognizes the importance of Human
Resource as a key asset instrumental in its growth.

The Company believes in acquisition, retention and
betterment of talented team players. With the
philosophy of inclusive growth, the Company has
further redefined its performance management
system. The new system focuses on progression of
individual employees together with organizational
goals. Under the new system increased thrust will be
on job rotation and multi-skilling. HRD activities are
taken in the Company involving positive approach to
develop employees to take care of productivity, quality
and customer needs. The Company has to make
constant efforts to manage labour shortages. To
develop skilled labour, training facilities are provided
to the employees in house or by deputing them to the
machinery suppliers and to training institutes for
specific training. The Company has well developed
management information system giving daily, monthly
and periodical information to the different levels of
management. Such reports are being analyzed and
effective steps are taken to control the efficiency,
utilization, productivity and quality in the Company.

36. ENERGY CONSERVATION. TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The Information pursuant to Section 134(3)(m) of
the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014 is as follows:

1. The Company has no activity involving
conservation of energy or technology absorption.

2. There is no foreign exchange earnings and outgo.

37. GREENINITIATIVES:

In commitment to keep in line with the Green
Initiatives and going beyond it, electronic copy of
the Notice of 13^th Annual General Meeting of the
Company including the Annual Report for FY 2024¬
25 are being sent to all Members whose e-mail
addresses are registered with the Company /
Depository Participant(s).

38.POLICY ON PREVENTION OF SEXUAL
HARASSMENT AT WORKPLACE

Your Company has always believed in
providing a safe and harassment free
workplace for every individual working in its
premises through various interventions and
practices. The Company always endeavors to
create and provide an environment that is free
from discrimination and harassment including
sexual harassment.

In order to prevent sexual harassment of
women at work place "The Sexual Harassment
of Women at Workplace (Prevention
Prohibition and Redressal) Act, 2013” was
notified on 9th December, 2013, under the said
Act, every Company is required to set up an
Internal Complaints Committee to look into
complaints relating to sexual harassment at
work place of any women employee.

In terms of the provisions of the Sexual
Harassment of Women at the workplace
(Prevention, Prohibition and Redressal) Act,
2013, the Company adopted a policy for
prevention of Sexual Harassment of Women at
workplace and also set up an Internal
Complaints Committee to look into complaints
relating to sexual harassment at work place of
any women employee.

During the financial year ended 31st March,
2025,, the Company did not receive any
compliant and no compliant was pending at
beginning and at the end of the year.

39.CODE OF CONDUCT AND ETHICS FOR
DIRECTORS AND SENIOR MANAGEMENT:

The code of conduct has been circulated to all the
members of the Board and Senior Management
Personnel and they have affirmed their compliance
with the said code of conduct for the financial year
ended on March 31, 2025.

A declaration to this effect signed by Mr. Anuj
Mundhra Managing Director and Mr. Dwarka Dass
Mundhra, Chief Financial Officer, of the Company
stating that the members of Board of Directors and
Senior Management Personnel have affirmed

compliance with the code of conduct of Board of
Directors and senior management is annexed as
“Annexure A" to the Corporate Governance Report
forming part of this Report

40. TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to sections 124 and 125 of the Act read
with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules”) there was no
dividend which is unclaimed/ unpaid for more
than seven years, hence the company is not
required to transfer any amount to Investor
Education and Protection Fund.

41. CERTIFICATIONS FROM CHIEF FINANCIAL
OFFICER/CHIEF EXECUTIVE OFFICER OF THE
COMPANY:

The Company has obtained a Compliance
Certificate in accordance with Regulation 17(8) of
Listing Regulations from Mr. Dwarka Dass
Mundhra, the Chief Financial Officer and Mr. Anuj
Mundhra, Chairman and Managing Director of the
Company. The Same is forming as Annexure-7 the
part of this Annual Report.

The Company has also obtained a Declaration
signed by Chief Financial Officer stating that the
Members of the Board of Directors and Senior
management personnel have affirmed compliance
with the code of conduct of Board of Directors and
senior management. The Same is forming as
Annexure-7 the part of this Annual Report.

42. GENERAL DISCLOSURES:

Other disclosures required as per Companies Act,
2013 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 or any other laws and rules
applicable are either NIL or NOT APPLICABLE to
the company.

43. APPRECIATION

Your Directors' would like to express their
gratitude to the esteemed shareholders for their
trust and confidence in the management of the
Company and will also like to place on record
their sincere appreciation for the continued co¬
operation, guidance, support and assistance
extended by our users, bankers, customers,
suppliers, local authorities, business associates,
government & non-government agencies and
various other stakeholders.

The Board of Directors wishes to express its
appreciation for the valuable contribution and
continued hard work made by each and every
member of the Jaipur Kurti Family at all levels, admist
the challenging times. Their dedicated efforts and
enthusiasm have been pivotal to your Company's
growth.

DATE: JAIPUR FOR AND ON BEHALF OF NANDANI CREATION LIMITED

PLACE: 05.09.2025

Sd/- Sd/-

ANUJ MUNDHRA VANDANA MUNDHRA

MANAGING DIRECTOR WHOLE-TIME DIRECTOR

DIN: 05202504 DIN: 05202403