డైరెక్టర్ల నివేదిక N R Vandana Tex Industries Ltd.

Your directors are pleased to present the 34th Annual Report of the Company
together with the Audited Financial Statements of the Company for the financial
year ended March 31, 2026.

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, 2026.

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 23 (Twenty-Three) times on 01.04.2025,28.04.2025,

06.05.2025, 16.05.2025, 17.05.2025, 19.05.2025, 21.05.2025, 22.05.2025,

23.05.2025, 27.05.2025, 30.05.2025, 13.06.2025, 18.06.2025, 25.06.2025,

18.07.2025, 08.09.2025, 23.09.2025, 14.10.2025, 14.11.2025, 05.01.2026,

06.02.2026, 07.02.2026, 13.03.2026, 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,
2026 and profit of the company for the year ended March 31, 2026;

(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. 32.

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

The Company was incorporated on 04^th day of May, 1992 having CIN
L17299WB1992PLC055341 in Kolkata, West Bengal. The Company has earned
income by way of Manufacturing and trading of sarees, plain weave & cotton kurti
fabric and other dress materials during the year under review.

During the year under review, the Equity Shares of the Company were listed on
the NSE Emerge (SME) Platform of NSE Limited on 04th June, 2025.

Accordingly, the Company is presently a listed public company and its Equity
Shares are listed on the NSE Emerge (SME) Platform of NSE Limited.

9. RESERVES

The Company has not transfer any amount 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, 2026.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN 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:

Subsequent to the close of the financial year, the Members of the Company, at
the Extra-Ordinary General Meeting held on 07th April, 2026, approved the
enhancement of the borrowing limits of the Company pursuant to the applicable
provisions of the Companies Act, 2013. The enhanced borrowing limits will enable
the Company to meet its future business requirements and support its growth and
expansion plans.

Except as stated above, there have been no other material changes or
commitments affecting the financial position of the Company between the
end of the financial year and the date of this Report.

12. SHARE CAPITAL12.1. Authorized Share Capital

The Company has an authorised share capital of ^23,50,00,000, divided into
2,35,00,000 Equity Shares of ?10/- each.

12.2. Issued, Subscribed and Paid-Up Share Capital

The issued, subscribed and paid-up share capital of the Company as on March 31,
2026 is Rs. 23,29,48,090 divided into 2,32,94,809 equity shares of Rs. 10/- each.

The company has raised money through Initial Public Offer ("IPO") and has got
listed on NSE-SME platform on 04th June, 2025 by fresh issue of 6,198,000 fully-
paid-up equity shares of face value of Rs. 10 each at a premium of Rs. 35 each.

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:

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, and amended
from time to time, the Company has constituted a Corporate Social Responsibility
(CSR) Committee in FY 2025-26, as the applicability criteria under Section 135
were met during the year.

The CSR expenditure liability of the Company for the Financial Year 2025-26
amounted to ?12,89,164. Further, an amount of ?97,170, being the unspent
CSR amount pertaining to the previous financial year, was also required to be
dealt with in accordance with the applicable provisions of the Companies Act,
2013.

During the Financial Year 2025-26, the Company incurred CSR expenditure of
?14,01,150, which included a contribution of ?4,22,000 made by way of cheque.
The balance amount was spent directly towards providing assistance to poor and
needy persons.

Accordingly, the Company has incurred CSR expenditure in excess of its CSR
obligation for the Financial Year 2025-26. The Company shall deal with such
excess expenditure and the unspent amount pertaining to the previous financial
year in accordance with the applicable provisions of Section 135 of the Companies
Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

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, there was no
change in the composition of the Board of Directors and Key Managerial
Personnel of the Company.

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 Act, 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 HARRASSE MNT 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 2025-2026:-

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

Sd/- sd/-

Prabhu Lohia Gyanesh Lohia

Date:21st August,26 Managing Director Whole-Time Director

Place: Kolkata DIN: 02621416 DIN: 02621425

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

Your Directors are pleased to present Board Report of the Company together with the
Audited Accounts of the Company for the Financial Year ended 31^st March, 2024.

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 31^st March, 2024.

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

With the notification of the Companies (Management and Administration) Amendment
Rules 2021, dated 05th March 2021 (''Amendment notification 2021'') the erstwhile Rule
12 of the MGT Rules has been substituted to do away with the requirement of attaching
the extract of annual return with the Board''s report completely. Companies, not having

a website, are not required to attach either extract or the annual return itself in the
Board''s report.

Therefore, since the company does not have a functional, dedicated website, so the
requirement of placing the annual return on the website of the company does not arise.

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

Number of Meetings of the Board held during the financial year ended on 31.03.2024 is
detailed as below:

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

Your Directors confirms 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 at 31^st March, 2024 and
the Profit of the Company as per the Audited Financial Statements of the Company
for the year ended 31^st March, 2024;

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

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

5. EXPLANATIONS TO AUDITORS'' REMARKS

The observation made in the Auditors'' Report are self explanatory and therefore do not
call for any further comments. The Auditors'' Report does not contain any qualification,
reservation or adverse remark.

6. STATUTORY AUDITORS

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.

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

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

7.2 The Company has made investment in other bodies corporate within the specified
limit 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."

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

8. 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.

9. 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. The name of the Company has been
changed from N R Design Centre Private Limited to N R Vandana tex Industries
Private Limited w.e.f 01.05.2024 which is consonance with the principal objects of the
company.

10. RESERVES

The Company has transferred Rs. 418.24 Lakhs in reserves during the year under
review.

11. DIVIDEND

The Board has decided to retain its earnings for future endeavors. Hence no Dividend
has been recommended by the Board for year ended 31^st March, 2024.

12. SHARE CAPITAL

The Company has issued 3,60,050 Equity Shares of Rs. 10/- each at a premium of Rs.
90/- per share against the conversion of unsecured loan amounting Rs. 36,00,05,091/-
from body corporate

13. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS
OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE
AND THE DATE OF THE REPORT.

14. 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

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

15. RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated and adopted Risk Management
Policy. The risk management approach is based on a clear understanding of the variety
of risks that the organization faces, continuous risk monitoring, its measurement an
mitigation measures. The policy emphasizes on enhancing shareholders value on overall

basis.

16. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company does not fall under the criteria of Section 135 of Companies Act, 2013.

17. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the Company during the year.

18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is no change in the Board of Directors and/or Key Managerial Personnel of the
Company.

19. 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.

20. DEPOSITS

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

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

There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.

22. PARTICULARS OF EMPLOYEES

Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is not applicable to the Company.

23. 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 or abuse to the appropriate responsible
officials of the Company. No fraud on or by the company has been reported by the
Statutory Auditors.

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

Disclosure of issue of Equity Shares with Differential Voting Rights, Sweat Equity,
ESOS, etc is not applicable for the Company.

25. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY
BY THE EMPLOYEES IN RESPECT OF SHARES TO WHICH THE SCHEME
RELATES

Section 67(3) read with Rule 16 of Companies (Share Capital & Debenture) Rules, 2014 is
not applicable for the Company.

26. DISCLOSURE UNDER SEXUAL HARASSMENT 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 the Sexual Harassment of
women at workplace (Prevention, Prohibition& Redressal) Act, 2013 and the rules there

under:

During the financial year 2023-2024, the Company has not received any complaints of
sexual harassment.

27. DETAILS OF APPLICATION/ ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2013) during the Financial Year.

28. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

As Company has not done any one time settlement during the year review hence no
disclosure is required.

29. ACKNOWLEDGEMENT

The Directors would like to thank shareholders, government agencies, bankers & all
other business associates for their continued support during the year.

Regd._Office: On behalf of the Board of Directors

220, M G Road

Kolkata - 700 007

Director

Director

Prabhu Dayal Lohia

Gyanesh Lohia

Whole Time Director

Dated: 02.09.2024 Whole Time Director

Place: Kolkata DIN: 02621425