N R Vandana Tex Industries Ltd Directors Report

To

The Members,

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:

	Amount in Rs.
PARTICULARS	2024-2025	2023-2024
Profit/(Loss) before Tax	11,62,12,000	5,62,12,000
Less: Tax Expenses:
- Current Tax	2,87,43,000	1,41,18,000
- IT Provision of earlier year	(3,06,000)	1,47,000
- Deferred Tax	8,27,000	1,23,000
- MAT Credit Entitlement
Profit / (Loss) after Tax	8,21,31,000	4,18,24,000
Add: Balance brought forward	14,55,98,000	10,37,74,000
Less: 1,38,34,059 Equity Shares of Rs. 10/- each issued as Bonus Shares	(13,83,41,000)	-
Earlier Year Gratuity
Profit/ (Loss) transferred to Reserves	8,93,88,000	14,55,98,000
Earnings per equity share	4.80	2.49

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 46

N R Vandana Tex Industries Ltd. Annual Report 24-25

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 be47 held in the year 2028.

N R Vandana Tex Industries Ltd. Annual Report 24-25

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 COMPANYS 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 OCCURRED BETWEEN THE ENDS OF THE FINANCIAL48

N R Vandana Tex Industries Ltd. Annual Report 24-25

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 :-

Sl No Description of Securities	Symbol	No of Securities	Mkt Lot	Distinctive Numbers
1 Equity Shares of Rs. 10/- each	NRVANDANA	23294809	3000	1 to 23294809

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 company49 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 Act,51 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 Companys 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 companys 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:-

(i) Number of received Sexual	Harassment	Complaints
		NIL
(ii) Number of disposed off Sexual	Harassment	Complaints
		NIL
	52
(iii) Number of Sexual Harassment Complaints
NIL
pending beyond 90 Days.

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 Companys 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