Atvo Enterprises Ltd Directors Report

To,

The Members,

ATVO Enterprises Limited

(Formerly Known as Vandana Knitwear Limited)

Your directors are pleased to present the thirty-first (31^st) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March 2026:

1. FINANCIAL PERFORMANCE

The financial results of your Company for the Financial Year ended 31^st March 2026 are summarized below

(Rs. in Lakhs)

Particulars	2025-26	2024-25
Income from Business Operations	598.24	444.80
Other Income	77.08	72.34
Total Turnover	675.33	517.14
Less: Expenditure except Depreciation	645.82	501.12
Profit before Depreciation & Tax	29.51	16.02
Less: - Depreciation	0.71	0.78
Add: Exceptional Item	-	-
Profit after depreciation and Interest	28.80	15.24
Less: - Current Income Tax (incl. earlier year tax)	7.56	3.83
Less: -Deferred Tax	(0.25)	0
Net Profit /Net Loss after Tax	21.49	11.41
Earnings per share (Basic-Weighted Average)-Based on Current year Net profit	0.02	0.01
Earnings per Share (Diluted-Weighted Average) -Based on Current year Net profit	0.02	0.01

2. STATE OF COMPANYS AFFAIRS:

During the year under review the company has generated total Income of Rs. 675.33 lakhs as compared to previous financial year which was Rs. 517.14 lakhs. The company has achieved net profit of Rs.21.49 lakhs as compared to previous financial year which was Rs.11.41 Lakhs.

3. SHARE CAPITAL

As on 31st March 2026, the Share Capital structure of the Company stood as follows:

Particulars	No of Shares	Amount (Rs.)
Authorized Share Capital
Equity Shares of Rs. 1/- each	20,00,00,000	20,00,00,000
Issued, Subscribed and Paid-up Share Capital
Equity Shares of Rs. 1/- each	10,69,85,070	10,69,85,070

There was no change In the Authorized share capital of the Company during the financial year 2025-2026. The Authorized share capital of the Company 20,00,00,000 divided into 20,00,00,000 Equity Shares of Rs. 1/- each.

There was no change In the Paid-Up share capital of the Company during the financial year 2025-2026. The Paid-up Share Capital of the Company 10,69, 85,070 divided into 10,69,85,070 Equity Shares of Rs. 1/- each.

Also, during the Financial Year 2025-26; there were

- No Buy Back of Equity Shares.

- No Employee Stock Option Plan was passed.

- No Further public offers.

- No Fresh Issue of Equity Shares by way of Bonus Allotment on Right Issue Basis

Depository System:

As the members are aware, the Companys Equity shares are compulsorily tradable in electronic form. As on 31st March 2026, the total listed capital of the Company was 10,69,85,070 Equity Shares out of which 10,67,51,538 Equity Shares were held in Dematerialized Form comprising 99.78% of Issued Capital.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1^st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail themselves of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

4. DIVIDEND

In consideration of the future plans of the company the Board of Directors decided to retain profits and plough back in business. The Board did not recommend payment of any dividend for the financial year 2025-26.

5. TRANSFER TO RESERVE

The Board of Directors of the company did not approve transfer of amount to reserve during the year ended on March 31, 2026.

6. CHANGES IN PROMOTERS OF THE COMPANY

During the Financial Year 2025-2026, there is no change in the promoters of the Company.

7. CHANGE IN NATURE OF BUSINESS ACTIVITY

During the Financial Year 2025-2026, there is no change in the nature of business activity of the Company.

8. CORPORATE SOCIAL RESPONSIBILTY

The Provision of Section 135 of the Companies Act, 2013 are not applicable to the Company.

9. INFORMATION ABOUT SUBSIDIARY/ JV/ASSOCIATE COMPANY

As on 31^st March, 2026, the Company does not have any Subsidiary, Joint venture or Associate Company and the provisions regarding disclosure of names of companies which ceased to be the subsidiary, joint ventures or associate companies are not applicable.

10. LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company are listed on BSE (Bombay Stock Exchange) Limited. The Listing fee for the financial year 2025-2026 has been paid by the Company.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There are changes in the Directorship of the Company since the last Annual General meeting.

As on March 31, 2026, The Board of Directors of the Company comprises of following Six (6) Directors:

Sr. No Name	DIN	Date of Appointment	Designation
1. NARESH KUMAR GATTANI	00125231	29/03/2021	Managing Director
2. CHITRA NARANIWAL	09077116	25/05/2023	Non-Executive Independent Director
3. ARPIT JAIN	10166012	25/05/2023	Non-Executive Independent Director
4. SIDDHARTH JAIN	10164421	25/05/2023	Non-Executive Independent Director
5. SIDDHARTH GATTANI	07418858	30/08/2025	Executive Director
6. SHORYA GATTANI	06597345	30/08/2025	Executive Director

KEY MANAGERIAL PERSONNEL

During the Year under review, following persons were key managerial personnel of the company.

Mr. Naresh Kumar Gattani	: Chairman & Managing Director
Mr. Archit Patodi	: CFO
Ms. Kirti Agarwal	: Company Secretary & Compliance Officer

Appointment

The Board of Directors on the recommendation of Nomination and remuneration Committee, appointed Mr. Siddharth Gattani (DIN: 07418858) and Mr. Shorya Gattani (DIN: 06597345) as an Additional Director (Executive Non-Independent) of the Company, with effect from August 30, 2025.

Subsequently, the appointment of Mr. Siddharth Gattani and Mr. Shorya Gattani as Directors of the Company was approved by the members at the Annual General Meeting of the Company held on September 29, 2025. Accordingly, both Mr. Siddharth Gattani and Mr. Shorya Gattani were appointed as Executive Directors of the Company.

Resignations/Retirements along with facts of resignation:

1. During the Year, Mrs. Charul Gattani resigned from the post of Executive Director as on 30.08.2025 due to pre- occupation.

2. Resignation of Mr. Archit Patodi from the post of CFO from the Board of the Company with effect from the closure of business hours on May 04th, 2026 (After the financial year ended but before reporting period)

Retire by rotation and Re-appointments:

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General Meeting of the company.

Further, as per the terms of appointment, the Managing Director of the Company is not liable to retire by rotation.

Further, Mr. Siddharth Gattani (DIN 7418858), Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

No other changes have taken place in composition of Board of Directors and Key Managerial Personnel of the Company during the year under review.

15. AUDITORS

STATUTORY AUDITORS

M/s Naresh Maheshwari & Co., Chartered Accountants, bearing (Firm Registration No.007113C) who are the Statutory Auditors of the company. The shareholders of the Company at the 29^th Annual General Meeting held on 28^th September 2024, have appointed M/s. Naresh Maheshwari & Co., Chartered Accountants (Firm Registration No.007113C) as the Statutory Auditors for a term of 5 (five) consecutive years, from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting.

The Audit Report on the Financial Statements for the Financial Year ended on 31^st March, 2026, issued by M/s. Naresh Maheshwari & Co., Chartered Accountants, is unmodified and do not contain any qualifications, reservations or adverse remarks. The information referred in Auditors Report are self-explanatory and hence do not require any further clarification.

SECRETARIAL AUDITOR

The Board of Directors had appointed M/s R K Jain & Associates, Practicing Company Secretaries (Membership No. FCS 4584; CP No. 5866 Peer Review Certificate No. 1361/2021, valid up to 31.07.2026) as Secretarial Auditors of the Company for first term of consecutive five years commencing from the Financial Year 2025-26 to Financial Year 2029-30. In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made there under and Regulation 24A of the SEBI (LODR) Regulations and also approved by the members in the 30^th Annual General Meeting.

Accordingly, they have conducted Secretarial Audit for the financial year 2025-2026 and a Secretarial Audit Report issued by M/s R K Jain & Associates, Practicing Company Secretaries (Membership No. FCS 4584; CP No. 5866 Peer Review Certificate No. 1361/2021, valid up to 31.07.2026), for the financial year ended 31^st March, 2026 in form MR-3, is given as an Annexure to this Report.

Pursuant to provisions of Regulation 24A of Listing Regulations the Secretarial Auditors have also issued Annual Secretarial Compliance Report for the F.Y. 2025-26 and the same is available on the Companys website.

The remarks given by the board on the observations of Secretarial Auditor as given in Secretarial Audit report.

The Board of Directors has taken note of the observations made by the Secretarial Auditor. The observations primarily relate to (i) non-publication of financial results in newspapers as required under Regulation 47 of the SEBI LODR Regulations, (ii) delayed entries in the designated software due to technical issues, (iii) delayed submission of financial results under Regulation 33, (iv) delayed submission of proceedings of the Annual General Meeting under Regulation 30(6), (v) delayed submission of clarification sought by BSE Limited regarding significant movement in the price of the securities, and (vi) delay in disclosure of reasons for delay in submission of financial results.

The Company has taken note of the aforesaid observations and has strengthened its internal compliance monitoring mechanism. The management has been advised to ensure timely monitoring and adherence to all applicable statutory and regulatory requirements, including the SEBI LODR Regulations, and to take necessary corrective and preventive measures to avoid recurrence of such instances in future.

The Board shall continue to monitor the compliance framework to ensure timely and effective compliance with applicable laws, rules and regulations.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules 2014, the Board of Director at its meeting held on 21^st May, 2025, has appointed Mr. Vivek Agnihotri as the internal auditors of the Company to undertake the Internal Audit of the Company for FY 2025-26. The role of internal auditors includes but not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, cost audit and maintenance of cost records is not applicable to the Company for the Financial Year 2025-26. Therefore, requirement of cost auditor is not applicable.

16. MANAGEMENT DISCUSSIONS & ANALYSIS

Your directors adhere to the requirements set out In Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, and have implemented all the prescribed requirements. In pursuant to Regulation 34(3) of the SEBI {Listing Obligations and Disclosures Requirements) Regulation, 2015, the Report on Management Discussions & Analysis has been incorporated in the Annual Report and forms an integral part of the Directors Report and provides overview of the business and operations of the Company.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the financial year, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and future operations of the Company.

18. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are done on arms length basis.

Relevant Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure-B to this Report.

In accordance with the provisions of Section 188 of the Act and rules made thereunder, all the contracts/arrangements/transactions entered into by the Company during the year under review with

Related Parties were on an arms length basis and in the ordinary course of business. All related party transactions were approved by the Audit Committee as per the provisions of the Act and the listing regulations. The policy on related party transactions is available on the Companys website.

During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions.

The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report. During the year under review, there are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Also, the Company has a process in place to periodically review and monitor Related Party Transactions.

There were no transactions requiring disclosure under Section 134(3)(h) of the Act.

The Policy on Related Party transactions is available at the website of the Company under the link http://www.vandanaknitwear.com/downloads/policy-on-dealing-with-related-party-transactions-amended.pdf

19. DEPOSITS

During the year under review, Company has not accepted/renewed any public deposits under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

20. CORPORATE GOVERNANCE

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the Company.

The Company is committed to maintain the high standards of Corporate Governance and adhere to the requirements set out in Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements),2015. Pursuant to regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements), 2015, the Reports on Corporate Governance have been incorporated in the Annual Report and form an integral part of the Boards Report.

Certificate from Practising Company Secretary, M/s R K Jain & Associates, Practicing Company Secretaries, regarding compliance of the conditions of the Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements),2015 form part of Annual Report. That section also include: Details about the number of meetings of the Board held during 2025-26, composition of the Audit Committee. All the recommendations given by the Audit Committee were accepted by the Board

The Company also filed with the Stock Exchanges, the quarterly Integrated Report on Corporate Governance in terms of the SEBI Listing Regulations.

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

The requisite information with regard to conservation of energy, technology absorption and foreign exchange Earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

S No. Conservation of Energy	Remarks
1. the steps taken or impact on conservation of energy	Nil
2. the steps taken by the company for utilizing alternate sources of energy	Nil
3. the capital investment on energy conservation equipment	Nil
1. the efforts made towards technology absorption	Nil
2. the benefits derived like product improvement, cost reduction, product NIL	Nil
development or import substitution
3. in case of imported technology (imported during the last three years reckoned	Nil
from the beginning of the financial year)
4. the details of technology imported	Nil
5. the year of import	Nil
6. whether the technology been fully absorbed	Nil
7. if not fully absorbed, areas where absorption has not taken place, NIL	Nil
and the reasons thereof; and
8. the expenditure incurred on Research and Development	Nil
1. The Foreign Exchange earned in terms of actual inflows during the year	Nil
2. The Foreign Exchange outgo during the year in terms of actual outflows	Nil

Further, there were no foreign exchange earnings and outgo during the year under review.

22. MEETINGS OF THE BOARD

The Board met 6 (Six) times during the financial year 2025-26 i.e., on 21.05.2025, 02.08.2025, 13.08.2025, 30.08.2025, 13.11.2025 and 09.02.2026. The necessary quorum was present for all the meetings. The details of number of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of the Boards Report. The maximum interval between any two meetings did not exceed 120 days (as prescribed under the Companies Act, 2013, Listing Regulations and Secretarial Standards-1 issued by the Institute of Company Secretaries of India (ICSI).)

Board Meetings		Attendance
Date of Meeting	Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
21.05.2025	5	5	100
02.08.2025	5	5	100
13.08.2025	5	5	100
30.08.2025	5	5	100
13.11.2025	6	6	100
09.02.2026	6	6	100

During the year under review, the Company convened its 30^th Annual General Meeting (AGM) on Monday, 29th September, 2025.

Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report.

During the year under review, a separate meeting of the Independent Directors of the Company was held on February 09, 2026 to discuss and review the performance of all other non- independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23 . DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2026, are in full conformity with the requirement of the Companies Act, 2013. The Board of Directors of the Company hereby state and confirm that:

Pursuant to Section 134(5) sub section 3 (c) of the Companies Act, 2013,

i. in the preparation of the annual accounts for the year ended March 31,2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

24. HUMAN RESOURCE DEVELOPMENT

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. Your Company consider its Human Resources as the key to achieve its objective. Keeping this in view, your Company take utmost care to attract and retain quality employees. The Company believes that, by effectively managing and developing human resources, it can achieve its vision, a significant effort has been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

Information as per Rule 5(1) of Chapter XIII, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is shown in Corporate Governance Section.

During the year, there was no employee receiving remuneration exceeding Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and/or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. So, no disclosure required as per prescribed under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

There were no employees posted and working in a country outside India, not being Directors or relatives, drawing more than the amount prescribed under the Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the details are not required to be circulated to the Members and also not required to be attached to this Annual Report.

25. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),

Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, conduct as per Company values & beliefs, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership, etc. The performance evaluation of the respective Committees and that of Directors was done by the Board excluding the Director being evaluated.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the

Individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated. The evaluation process has been explained in the corporate governance report section in this Annual Report.

26. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and complied with the code for Independent Directors prescribed in schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency. All Independent directors of the company are registered on IICA Independent Director database. Further, Independent Directors fulfill the conditions of appointment as specified in the SEBI (Listing Regulations) and in the Companies Act, 2013 and are Independent of the Management.

27. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

As required under Regulation 46(2) (i) of the Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc, the details of familiarization programs conducted during the Financial Year is placed on the Companys website and the same can be accessed at www.vandanaknitwear.com.

28. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination and Remuneration Committee has laid down the criteria for Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company; the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment as an independent director; and the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, corporate governance, technical operations, infrastructure or such other areas or disciplines which are relevant for the Companys business.

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure A to this Report. The Policy has been posted on the website of the Company http://www.vandanaknitwear.com/investor-relations.asp .

29. COMMITTEES OF THE BOARD

AUDIT COMMITTEE:

Your Company has a duly constituted Audit Committee, its composition as well as charter are in line with the requirements of Section 177 of Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. The Audit Committee of the Company comprises of Mrs. Chitra Naraniwal (Chairperson), Mr. Arpit Jain & Mr. Siddharth Jain as Members. The details relating to the same are given in Corporate Governance Report forming part of the Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE ("NRC")

Pursuant to provisions of Section 178 of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the listing regulations, the Company has duly constituted Nomination and Remuneration Committee. The details relating to the same are given in Corporate Governance Report forming part of this Annual Report.

The Nomination and Remuneration Committee of the Company comprises of Mr. Arpit Jain (Chairperson), Mrs. Chitra Naraniwal and Mr. Siddharth Jain as Members.

The Committee identifies persons qualified to become Directors, and recommends to the Board the appointment, remuneration and removal of the Directors and senior management. The Committees role also includes formulation of criteria for evaluation of performance of the Directors & the Board as a whole. All the recommendations made by the Nomination and Remuneration Committee during the year were accepted by the Board.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders Relationship Committee of the Company comprises of Mr. Siddharth Jain (Chairperson), Mrs. Chitra Naraniwal & Mr. Arpit Jain as Members.

The details with respect to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Statutory Committees are given in detail in the Corporate Governance Report.

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

31. ENVIRONMENT AND POLLUTION CONTROL:

The terms relating to compliance with all relevant statutes relating to the environment and pollution control in the area of environment are not applicable.

32. RISK MANAGEMENT POLICY

The Company has framed a sound Internal Risk Management System to identify and evaluate business risks and opportunities and the same has become integral part of Companys day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks. The Audit Committee and Board are supervising the proper risk identification and mitigation process.

The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The detailed Risk Management framework has been provided in the Management Discussion and Analysis Report of the Company which is integral part of the Annual Report

The Policy is available under the link http://www.vandanaknitwear.com/downloads/risk-assessment-and-management-policy.pdf.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act"). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a Number of complaints of Sexual Harassment received in the Year	Nil
b Number of Complaints disposed off during the year	Nil
c Number of cases pending for more than ninety days	Nil

34. MATERNITY BENEFIT:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

35. EMPLOYEE REMUNERATION:

(A) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

Further, disclosures pertaining to remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also given under

Annexure C & D

(B) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report.

36. LOANS GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any Loan, Guarantee or provided Security In connection with a loan nor has made any investment under the section 186 of the Companies Act, 2013.

37. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has sound and adequate internal control systems commensurate with its size and nature of business. We constantly upgrade our systems for incremental improvements. The Audit Committee of the Board periodically reviews these systems. These systems ensure protection of assets and proper recording of transactions and timely reporting. Internal audit is conducted out by an independent professional firm on regular basis. The Audit Committee also regularly reviews the periodic reports of the Statutory Auditors, Internal Auditors and Accounts departments. The Company has trained the staff in order to upgrade with the recent changes in the taxation like GST. Audit Committee constantly tries to add value by evaluating existing systems.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

The details in respect of internal financial control and their adequacy are included in the Management discussion and Analysis, forming part of this annual report

38. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

As per Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, your Company has formulated an effective Vigil Mechanism which provides a robust framework for dealing with genuine concerns & grievances. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. During the Financial Year under review no complaint was received by the Company.

The whistle blower policy of the company is available on companys website www.vandanaknitwear.com. In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

39. ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31^st March 2026 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Companys website and can be accessed at http://vandanaknitwear.com/investor-relations.asp.

40. CODE OF CONDUCT:

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration in this regard signed by the Managing Director is given at the end of the Corporate Governance Report.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings and approved by the Central Government under section 118(10) of the Companies Act, 2013.

42. DETAILS OF APPLICATION MADE OR PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time Settlement of loans taken from Banks and Financial Institutions.

44. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Secretarial Auditors, Internal Auditors and Cost Auditors have not reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

45. PREVENTION OF INSIDER TRADING:

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

46. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply.

47. ACKNOWLEDGEMENT

Your Board acknowledges with appreciation, the invaluable support provided by the Companys stakeholders, auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.