Flora Textiles Ltd Directors Report

To the Members,

Your Directors are pleased to present the 32^nd annual report of Anirit Ventures Limited (formerly Flora Textiles Limited) (AVL or the Company) along with its audited financial statements for the financial year ended 31^st March, 2025, as compared to the previous financial year, is summarized below.

FINANCIAL RESULTS:

The Companys financial performance, for the year ended 31^st March, 2025 is summarised below:

Particulars	For the financial year ended
	31st March, 2025	31st March, 2024
Revenue from Operation	9.63	45.73
Other Income	0.39	605.39
Total Revenue from operation	10.01	651.12
Gross Profit/(Loss) before Interest and Depreciation	(57.24)	620.92
Less: Interest	21.46	8.80
Profit/(Loss) before Depreciation	(78.69)	612.12
Net Profit/loss for the Year	(78.69)	607.74
Income Tax for earlier years	-	-
Profit / Loss for the year	(78.69)	607.74

The Standalone Financial Statements of the Company for the financial year ended 31^st March, 2025, have been prepared in accordance with the Accounting Standards (AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

DIVIDEND:

The Board of Directors of your Company, not declared any Dividend for the current financial year due to loss incurred by the Company.

TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the financial year under review.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year under review, there is change in nature of the business of the Company which are as follow:

During the financial year 2024 - 25, Anirit Ventures Limited (formerly Flora Textiles Limited), now a part of the Oilmax Group, undertook a significant transformation in the nature of its business. This strategic shift marks the Companys repositioning from its textile operations to becoming a sustainability-driven enterprise focused on the emerging sectors such as of biomass-to-energy and innovation-led advanced materials.

This transition is aligned with the evolving energy landscape, Indias commitment to achieving Net Zero emissions by 2070, and the national vision of Atmanirbhar Bharat. The change reflects a deliberate move towards sectors with long-term growth potential and positive environmental impact.

The Company has identified biomass-to-energy as a core pillar of its green energy strategy. Indias current trajectory in this space presents a substantial opportunity. While the governments SATAT initiative targets the commissioning of 5,000 Compressed Bio-Gas (CBG) plants, only a fraction has been operationalized to date.

Anirit Ventures aims to bridge this gap through integrated biomass projects from captive feedstock cultivation to CBG production, gasification and downstream hydrogen/ power pathways leveraging group synergies and technology partnerships.

REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY:

During the year under review a majority stake in equity shares of the Company was acquired by Oilmax Energy Private Limited ("Oilmax") On 27^th September, 2024 through Takeover process under SEBI Regulations by entering into a Share Purchase Agreement ("SPA") with promoters of the Company. Pursuant to the acquisition following changes were made:

1. The Object of the Company was changed pursuant to a Special Resolution passed via postal ballot on 15^th December, 2024.

The new objects of the Company mainly include the following:

Company plans to enter into various sectors, including promoting development of agricultural and non-agricultural ventures, Agritourism, agricultural infrastructure, Agri-biogas, Agri-waste handling, technology, and innovation. Our Company also intends to operate into green technology field related to carbon capture and reduction. The Company is exploring development of green technologies and undertake cutting-edge projects to deploy and implement its R&D-driven innovations. which will not only focus on advanced technologies with strong potential, ultimately commercializing solutions for industry but also explore other related business-like supply chain, agro forestry and agro tourism.

2. Name of the Company was changed from "Flora Textiles Limited" to "Anirit Ventures Limited" with effect from 20^th December, 2024 in order to align with the new objects of the Company. This change was formalized through a Special Resolution passed by way of Postal Ballot on 15^th December, 2024 and approved by the Registrar of Companies via e-Form INC-24 on 20^th December, 2024. Consequent amendments to the Memorandum and Articles of Association were duly effected in e-Form MGT-14.

3. Registered office of the Company was shifted from the "State of Tamil Nadu" to "State of Maharashtra! The

shift was undertaken considering that Oilmax Energy Private Limited, the promoter of the Company, along with its associates and group companies, is based in the State of Maharashtra. The relocation was considered to be in the best interest of the Company, enabling more efficient and effective management, closer proximity to key stakeholders, better administrative convenience, and improved means to pursue the main objects of the Company, along with economies of scale.

The proposal was duly approved by the shareholders through a Special Resolution passed via Postal Ballot on 15^th December 2024. Subsequently, the Regional Director (Southern Region), Ministry of Corporate Affairs,

approved the application for change of Registered Office under Section 12(5) of the Companies Act, 2013, and Rule 28 of the Companies (Incorporation) Rules, 2014, via e-Form INC-23. The Company also filed e-Form INC-22 with the Registrar of Companies, Mumbai, Maharashtra, to record the change in the registered office address.

4. The Company has filed an application on 29th March, 2025 with BSE Limited (Bombay Stock Exchange) seeking in-principle approval for the Draft Letter of Offer in connection with a proposed rights issue of equity shares for an amount upto 40 Crores.

DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

Your Company is a subsidiary of Oilmax Energy Private Limited ("OEPL"). OEPL is a Private Limited Company incorporated in India.

As on 31^st March, 2025, Company doesnt have any Subsidiary & Joint Venture and Associate Companies at the end of the year.

DEPOSITS:

The Company has neither invited nor accepted or renewed 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 year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable. The Company has never accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding or unpaid as on the date of the balance sheet.

PARTICULARS OF LOANS AND GUARANTEES GIVEN, SECURITIES PROVIDED, AND INVESTMENTS MADE UNDER SECTION 186 OF THE ACT:

There have been no loans, guarantees or investments made by the Company or security given by the Company in connection with any loan in accordance with the provisions of Section 186 of the Act during the year under review.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length as part of its philosophy of adhering to highest ethical standards, transparency, and accountability. In line with the provisions of the Act and SEBI LODR.

All the related party transactions are placed before the audit committee as well as the Board for approval.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of Companys business. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in form AOC-2 is applicable to the company and enclosed to this report as "Annexure A".

Related party transactions under Accounting Standard - AS- 18 are disclosed in the notes to the financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review a majority stake in equity shares of the Company was acquired by Oilmax Energy Private Limited ("Oilmax") On 27^th September, 2024. The Company changes its object pursuant to the acquisition and it is yet to commence its operation and hence no Initiative has been taken by the Company pertaining to conservation of energy and technology absorption as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

The details of foreign exchange earnings and outgo are as follows:

Foreign Exchange Earnings and outgo-

(i) Foreign exchange earnings in terms of actual inflows were Nil.

(ii) Foreign exchange outgo in terms of actual outflows was Nil during the year.

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Company has placed a copy of the annual return as at 31^st March, 2025 on its website at https://aniritventures.com .

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and information and based on the information and explanations provided to them by the Company, your Directors make the following statement in terms of section 134(5) of the Act:

a. that in preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b. that 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 31^st March, 2025 and of the profit of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the directors have prepared the annual accounts for the financial year ended 31^st March, 2025 on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

CHANGE IN DIRECTORS:

During the year under review following changes took place in the Composition of Board of Directors of the Company pursuant to acquisition of Companys majority stake by Oilmax Energy Private Limited:

1. Appointment:

On the recommendation of Nomination & Remuneration Committee, the Board of Directors after considering expertise, experience and integrity of the proposed appointees, accorded its approval for the appointment of the following Directors:

a. Mr. Rohit Agarwal (DIN: 01780752) appointed as Additional Director, designated as Non- Executive Non-Independent Director of the Company w.e.f 15^th October, 2024, and his appointment as Director was regularised by way of postal ballot on 15^th December, 2024.

b. Ms. Neha Thakkar (DIN: 10810103) appointed as Additional Women Director, designated as Executive Non-Independent Director of the Company w.e.f 15^th October, 2024, and her appointment as Director was regularised by way of postal ballot on 15^th December, 2024.

c. Dr. Suvir Singh (DIN: 10810873) appointed as Additional Independent Director of the Company, w.e.f 15^th October, 2024, and his appointment as Independent Director was regularised by way of postal ballot on 15^th December, 2024.

d. Mr. Ashutosh Biyani (DIN: 07349560) appointed as Additional Independent Director of the Company, w.e.f 15^th October, 2024, and his appointment as Independent Directors was regularised by way of postal ballot on 15^th December, 2024.

2. Resignation:

a. Ms. Payal Bafna (DIN: 09075302), Mr. Rahul Maheshwari (DIN: 07084721), Mr. Ravindrakumar Hemchand Gupta (DIN: 08270656), and Mr. Ravindra Kumar (DIN: 01470047) resigned as Director of the Company, with effect from 16^th October, 2024. The Board placed on record its sincere appreciation for the stellar contributions made by them during their tenure.

3. Re-appointment of Directors retiring by rotation:

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

In accordance with the provisions of Section 152 and other applicable provisions, if any of the Act, Mr. Rohit Agarwal (DIN: 01780752), Non-Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board commends re-appointment of Mr. Rohit Agarwal, for approval of the Members at the ensuing AGM.

Brief resume, nature of expertise, details of directorship(s) held in other companies of Mr. Rohit Agarwal, along with their respective shareholding in the Company as required under Secretarial Standard-2 and are outlined in the Notice of the ensuing AGM.

Declaration by Independent Directors:

The Company has received necessary declaration from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Act read with Schedule IV and Rules issued thereunder and Regulation 16(1)(b) and Regulation 25(8) of SEBI LODR. There has been no change in the circumstances, which may affect their status as independent director during the year. Further, they have complied with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors possess the requisite experience, knowledge and capabilities and expertise in the areas of Finance, Law, information Technology, Human Resources, Risk Management, Business Management and Banking and possesses appropriate skills expertise and competencies required at the Board and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

Code of Conduct:

The Company is guided by the Code of Conduct in taking decisions, conducting business with a firm commitment towards values, while meeting stakeholders expectations. This is aimed at enhancing the organizations brand and reputation. It is imperative that the affairs of the Company are managed in a fair and transparent manner. Further, all the Directors have confirmed adherence to the Companys Code of Conduct!

Board Diversity:

The Company recognizes and embraces the importance of diversity to leverage the thought, perspective, knowledge, skill, experience, culture, gender, industry experience and cultural and geographical background. As per the requirement of Section 149(1) read with Rule 3 of (Appointment & Qualifications of Directors) Rules, 2014, the Company has a Woman Director (Independent Director) on its Board.

KEY MANAGERIAL PERSONNEL (KMP):

During the year under review following changes took place in the positions of Key Managerial Personnel of the Company.

Mr. Hemant Kumar Gupta, Chief Financial Officer and a Key Managerial Personnel of the Company tendered his resignation w.e.f. 29^th October, 2024, Whereas, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Neha Thakkar as Chief Financial Officer and Whole-Time Director w.e.f., 29^th October, 2024.

Ms. Nidhi Gupta (DIN: 01825531), resigned from the position of Managing Director of the Company w.e.f., 29^th October, 2024.

Ms. Kirtishree Agarwal, Company Secretary (KMPs u/s 203 of the Act) tendered resignation w.e.f. 29^th October, 2024. Whereas, on the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Ms. Visha Jain as a Company Secretary of the Company w.e.f., 29^th October, 2024.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Sadhan Kumar Banerjee as a Chief Executive Officer and a Key Managerial Personnel of the Company w.e.f. 11^th February, 2025.

BOARD EVALUATION:

The Board of directors have carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board, after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of Board processes, information and functioning, etc. as

provided by the guidance note on Board evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5, 2017

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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 a separate meeting of independent directors, performance of non-independent directors and the Board as a whole and Chairman of the company 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.

DISCLOSURE RELATED TO MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:

a. BOARD MEETINGS:

The Board of Directors of the Company met 5 (five) times during the Financial year ended 31^st March, 2025.

i.e. on 30^th April, 2024, 28^th May, 2024, 11^th August, 2024, 29^th October, 2024, and 11^th February, 2025 to deliberate on various matters.

The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.

b. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the

Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Dr. Suvir Singh (DIN: 10810873) (Independent Director)- Chairperson

2. Mr. Ashutosh Biyani (DIN: 07349560) (Independent Director) - Member

3. Mr. Rohit Agarwal (DIN: 01780752) (Non-Executive Director) - Member.

The Audit Committee met 4(Four) times during the financial year ended 31^st March 2025. i.e. on 28^th May, 2024, 11^th August, 2024, 29^th October, 2024 and 11^th February, 2025 to deliberate on various matters.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Dr. Suvir Singh (DIN: 10810873) (Independent Director)- Chairperson

2. Mr. Ashutosh Biyani (DIN: 07349560) (Independent Director) - Member

3. Mr. Rohit Agarwal (DIN: 01780752) (Non-Executive Director) - Member.

The Nomination & Remuneration Committee met 2 (Two) times during the financial year ended 31^st March 2025 i.e on 29^th October, 2024 and 11^th February, 2025.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee,

The composition of the committee is as under:

1. Mr. Rohit Agarwal (DIN: 01780752) (Non-Executive Director) - Chairperson

2. Dr. Suvir Singh (DIN: 10810873) (Independent Director)- Member

3. Mr. Ashutosh Biyani (DIN: 07349560) (Independent Director) - Member

The Stakeholders Relationship Committee met 1 (One) times during the financial year ended 31^st March 2025 i.e on 13^th February, 2025.

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:

Subsequent to the end of the financial year and up to the date of this Report, the Calcutta Stock Exchange has, vide its letter dated 5^th June 2025, revoked the suspension of trading in the securities of the Company, with effect from 12^th June 2025. The resumption of trading is expected to enhance the liquidity of the Companys shares and improve shareholder value.

Also company has received approval letter for Reclassification of Promoter under Regulation 31A (10) of SEBI (LODR) Regulations, 2015 from Bombay Stock Exchange (BSE) on 19th June, 2025.

These developments are considered significant and are expected to have a positive impact on the financial and operational flexibility of the Company.

Other than the developments stated above, there have been no material changes or commitments affecting the financial

position of the Company between the end of the financial year and the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the SEBI LODR, the management Discussion and analysis has been given separately and forms part of this report.

RISK MANAGEMENT:

The Board of Directors is entrusted with various key functions including framing, implementing and monitoring the risk management plan for the Company; ensuring the integrity of the Company accounting and financial reporting systems, appropriate systems of control commensurate with the size & pursuant to the nature of business of Company are in place, in particular, systems for risk management, financial and operational control, and compliance with the laws and relevant standards.

Risk is assessed and mitigated by the Risk Management procedure involving identification and prioritization of risk events; categorization of risks into high, medium and low based on the business impact and likelihood of occurrence of risks, risk mitigation & control and update risk identification and prioritization.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the Company does not fall within the criteria specified under section 135 of the Act therefore the provisions of corporate social responsibility are not applicable to the Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

Your company was not required to constitute Internal Complaints Committee under the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

Your company was not required to comply with the Maternity Benefit Act, 1961 as there are less than 10 employees in the company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

We have embodied the mechanism in the code of conduct of the Company for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of our code of conduct. This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the chairman of the audit committee in exceptional cases and no personnel have been denied access to the audit committee. The Board and audit committee are informed periodically on the cases reported, if any, and the status of resolution of such cases.

During the FY 2024-25, no instance was reported under the vigil mechanism. Furthermore, in accordance with Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, your Company ensures that employees are well-informed about the Whistle Blower Policy to report any instances of leakage of unpublished price-sensitive information.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders have been passed by the regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure B forming part of the Report.

Details of employee remuneration as required under provisions of section 197 of the Act and the Rule 5(2) and 5(3) of the aforesaid Rules are provided in the Annexure forming part of the Report. In terms of the proviso to section 136 (1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. The said annexure is also available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company.

Any Member interested in obtaining a copy of the same may write to the Company Secretary at secretarial@aniritventures. com. None of the employees listed in the said Annexure are related to any Director of the Company.

AUDITORS AND AUDITORS REPORT:

(1) Statutory Auditors:

During the year under review, there was a change in the Statutory Auditors of the Company in accordance with the provisions of the Companies Act, 2013.

M/s TV Subramanian & Associates, Chartered Accountants (ICAI Firm Registration No. 007433S) resigned as the Statutory Auditors of the Company with effect from 29^th October, 2024 due to change in the promoters and the management of the company and also as the Company proposes to shift its Registered Office and the Business in the State of Maharashtra as per the provisions of Section 139 and other applicable provisions of the Companies Act, 2013.

Consequently, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s SGCO & Co. LLP, Chartered Accountants, Firm Registration No:112081W/W100184, as the Statutory Auditors of the Company to fill the casual vacancy, subject to approval of shareholders. The appointment was subsequently approved by the members of the Company by way of Postal Ballot passed on 15^th December, 2024 and the New Statutory auditor of the Company is appointed for a period of five years commencing from the conclusion of this Annual General Meeting and will hold office till the conclusion of 37^th Annual General Meeting to be held in the year 2030.

Auditors Report:

The Statutory Auditors have issued an Audit Report with unmodified opinion on Standalone Results for the period ended 31^st March, 2025:

(2) Secretarial Auditors:

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of directors of the Company had appointed Mr. Dipesh Gosar of Dipesh Gosar & Co., Practicing Company Secretaries to undertake the secretarial audit of the Company for the year ended 31^st March, 2025.

Secretarial Audit Report issued by Mr. Dipesh Gosar of Dipesh Gosar & Co Practising Company Secretaries in Form MR-3 for the financial year 2024-25 forms part to this report. The secretarial audit Report is annexed as Annexure C

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors / secretarial auditor in their reports:

The replies to the comments of Secretarial Auditors in his reports are as follow:

Observations	Reply
In terms of Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018, the Company was required to file quarterly certificates within 15 days of the end of each quarter. However, the Company delayed the submission of certificates for the quarters ended March 31, 2024; June 30, 2024; and September 30, 2024, by 14 days, 2 days, and 3 days, respectively	The aforementioned delays in filing the requisite certificates under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018, were unintentional and occurred due to internal administrative oversight and transitional challenges faced by the Company in aligning the compliance schedule with other concurrent statutory obligations during the relevant periods. It is submitted that the delays
Observations	Reply
	were not deliberate or wilful, and there was no mala fide intent on the part of the Company. Further, the said delays did not result in any adverse consequences for the stakeholders or impact the operations of the depository system.
	The Company reaffirms its commitment to uphold the highest standards of corporate governance and regulatory compliance at all times.

Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148 of the Act are not applicable for the business activities carried out by the Company.

Internal Auditor:

The Board, in its meeting held on 11^th February, 2025 appointed M/s. Vivek Vatsala & Associates, Chartered Accountants as the Internal Auditor, with immediate effect, to undertake the internal audit of the Company for FY 2024-25.

M/s. Vivek Vatsala & Associates, Chartered Accountants conducted the internal audit during the year, and the scope, frequency, and methodology were reviewed and approved by the Audit Committee. Any significant observations were acted upon by management. No material issues were identified during the period under review.

Reporting of frauds by auditors:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Act, 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.

SHARE CAPITAL:

As on 31^st March, 2025, the paid-up equity share capital of the Company stood at 6,00,00,000 (Rupees Six Crores only), divided into 60,00,000 equity shares of 10/- each.

During the year under review, the authorised share capital of the Company was increased from 10,80,00,000 (Rupees Ten Crores Eighty Lakhs only), divided into 1,08,00,000 equity shares of 10/- each, to 20,00,00,000 (Rupees Twenty Crores only), divided into 2,00,00,000 equity shares of 10/- each, pursuant to the approval of shareholders by way of postal ballot passed on 15^th December, 2024.

EMPLOYEES STOCK OPTION PLAN:

Your Company has instituted employees stock options plans to motivate and reward employees. The Nomination and Remuneration Committee administers these plans. The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. (Employee Benefits Regulations).

The members by way of postal ballot passed on 6^th April, 2025 had approved the Anirit Ventures Limited - Employee Stock Option Plan - 2025 ("AVL ESOP 2025") authorising grant of not exceeding 6,00,000 (Six Lakh) options to the eligible employees under each plan.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable provisions of secretarial standards - 1 and secretarial standards - 2 relating to Meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India. (ICSI).

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of

regulation 46 and para C , D and E of Schedule V shall not apply, in respect of listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.

Since, our Company falls in the ambit of aforesaid exemption compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

OTHER DISCLOSURES:

Your directors state that disclosure or reporting is not required in respect of the following items as there were no transactions relating to these items during the year under review:

a) issue of equity shares with differential rights as to dividend, voting or otherwise.

b) The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) details relating to deposits covered under chapter V of the Act.

d) voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

e) the 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.

f) the 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.

g) no amounts were required to be transferred to the Investor Education and Protection Fund by the Company.

ACKNOWLEDGEMENT:

The Board places on record its deep appreciation for the continued support received from various clients, vendors, suppliers and technical partners, bankers, government authorities, employees at all levels and stakeholders, in furthering the interest of the Company.

On behalf of the Board of Directors of Anirit Ventures Limited
(formerly known as Flora Textiles Limited)
Neha Thakkar	Rohit Agarwal
CFO & WTD	Director
DIN:10810103	DIN: 01780752
Place: Mumbai
Date: 7th August, 2025