Nandani Creation Ltd Directors Report

Dear Members,

Nandani Creation Limited,

The Board of Directors of your Company are pleased to present the 14 th Annual Report on the business, operations and state of affairs of the Company together with the Audited Financial Statements for the Financial year ended March 31, 2026.

1. STATE OF COMPANY S AFFAIRS AND BUSINESS OVERVIEW

A JOURNEY THAT DRIVES GROWTH:

India s rich cultural heritage is reflected in its traditions, craftsmanship, colors and distinctive textiles. At Nandani Creation Limited ( the Company ), we have sought to translate this heritage into contemporary fashion through a brand proposition that combines the timelessness of Indian ethnic wear with the evolving preferences of the modern Indian woman.

Over the years, the Company has built a strong presence in the women s Indian wear segment through its flagship brand Jaipur Kurti , complemented by its other brands, namely Amaiva By Jaipur Kurti , Desi Fusion and the newly introduced Jaipur Kurti Luxe . Together, these brands enable the Company to address diverse consumer segments and occasions, ranging from every day and office wear to festive, occasion and premium fashion.

FROM A JAIPUR-BASED BRAND TO A GROWING NATIONAL FASHION HOUSE

The journey of Jaipur Kurti is closely intertwined with the evolution of Nandani Creation Limited. What began with a vision to make Indian ethnic wear accessible, contemporary and relevant to women across age groups has progressively evolved into a recognized fashion brand with a growing presence across digital and physical retail channels. Rooted in Jaipur, Rajasthan, the brand draws inspiration from India s rich cultural traditions while continuously adapting its designs, silhouettes, colors, fabrics and product offerings to changing consumer preferences. The Company s focus has remained on providing fashion that is versatile, comfortable, contemporary and accessible, while retaining the distinctive character of Indian ethnic wear.

Jaipur Kurti has consequently emerged as one of the Company s most significant growth drivers and has developed a strong identity in the women s Indian wear market. Its product portfolio encompasses a broad range of

Kurtis, Kurtas, Dresses, Suit Sets, Salwar Kameez, Patiala Salwaars, Dupattas, Bottom Wear and other ethnic and fusion apparel , enabling the brand to serve customers across multiple occasions and price points.

The Company s proposition is built around the belief that fashion and tradition are not restricted by age, occasion or conventional boundaries. By offering a wide range of styles and sizes, Jaipur Kurti seeks to empower women to express their individual identity while remaining connected to India s cultural roots.

BUILDING A PORTFOLIO OF COMPLEMENTARY BRANDS

As the Company has matured, its strategy has evolved beyond a single-brand proposition towards a differentiated multi-brand architecture.

This portfolio approach provides the Company with the flexibility to address different consumer cohorts, price points, occasions and distribution formats while leveraging its common strengths in design, sourcing, manufacturing, merchandising and brand building.

FROM DIGITAL-FIRST TO AN OMNICHANNEL BUSINESS

One of the most important phases in the Company s growth journey has been the transition from a predominantly digital-first business model towards a broader omnichannel fashion business.

The Company has established a significant presence across leading e-commerce marketplaces and its own digital channels, thereby enabling Jaipur Kurti to reach customers beyond its traditional geographic markets. At the same time, the Company has been steadily investing in physical retail to provide customers with direct access to its products and brand experience.

This transition represents an important evolution in the Company s business model. While digital channels continue to provide scale, reach and access to consumer insights, physical retail enables deeper customer engagement, brand visibility and discovery. The Company is therefore pursuing a balanced channel strategy combining its own retail stores, franchise-led formats, Shop-in-Shop ( SIS ) counters, Large Format Retail Stores (LFRS), modern retail partnerships, marketplaces and its proprietary digital ecosystem.

EXPANSION OF PHYSICAL RETAIL PRESENCE

During FY 2025-26, the Company made significant progress in expanding and strengthening its physical retail footprint, marking an important phase in the transformation of Jaipur Kurti from a digital-first ethnic wear brand into a diversified, national omnichannel fashion brand.

Building upon the retail foundation established in earlier years, the Company continued to expand through a combination of Exclusive Brand Outlets ( EBOs ), Company-Owned Company-Operated ( COCO ) stores, Franchise-Owned Franchise-Operated ( FOFO ) stores, Shop-in-Shop ( SIS ) counters and partnerships with leading Large Format Retail ( LFR ) chains. This multi-format approach has enabled the Company to increase its geographic reach while maintaining flexibility in capital deployment and store expansion.

As part of this strategy, the Company strengthened its presence across major consumption markets in North, West, Central and other emerging regions of India. By the end of the period and in the subsequent period, the Jaipur Kurti retail network had expanded to 18+ Exclusive Brand Outlets and 80+ SIS counters, with the SIS network extending across markets including Uttar Pradesh, Haryana, Odisha, Delhi, Andhra Pradesh, Jammu & Kashmir, Punjab, Assam, Bihar and Telangana, among others.

The Company also continued to deepen its presence through leading organized retail partners. Jaipur Kurti products were made available across Shoppers Stop, Reliance Trends, Reliance Centro, Avantra and Kalanikethan , thereby enabling the brand to access customers across established retail destinations and major consumption clusters. The Company reported presence in 25+ Shoppers Stop stores, 80+ Reliance Trends stores, 20+ Reliance Centro stores, 30+ Avantra & Kalanikethan stores, 25+Reliance fashion Factory stores during the period of its FY 2025-26 expansion.

This expansion represents a meaningful evolution in the Company s retail strategy. Rather than relying on a single distribution channel, Nandani Creation Limited is building an integrated retail architecture that combines owned stores, franchise formats, SIS partnerships, organised retail, e-commerce and quick-commerce channels.

The Company believes that this diversified retail model will provide greater customer accessibility, improve brand visibility, reduce dependence on any single channel and create a scalable platform for future geographic expansion.

STRENGTHENING THE OMNICHANNEL ECOSYSTEM

The Company s most significant strategic development during the year has been the continued strengthening of its omnichannel business model.

Jaipur Kurti has progressively evolved from an online-first fashion business into a brand with an integrated presence across marketplaces, proprietary digital channels, physical retail, organised retail, SIS formats and quick commerce.

On the digital side, Jaipur Kurti continues to be available across leading e-commerce platforms including Myntra, AJIO, Flipkart, Amazon and Nykaa Fashion , in addition to its proprietary website and mobile application.

The Company has also expanded into quick commerce , with Jaipur Kurti becoming one of the early ethnic wear brands to enter Swiggy Instamart , enabling customers to access selected products through rapid-delivery channels. The Company reported that quick commerce was contributing approximately 3% of total sales during the FY 2025-26 growth phase.

The development of this integrated ecosystem allows the Company to engage customers at multiple stages of their shopping journey from digital discovery and social media engagement to online purchase, physical store experience and rapid delivery.

The Company believes that the future of Indian fashion retail will increasingly be driven by the seamless integration of digital convenience and physical retail experience. Accordingly, its omnichannel strategy remains central to its long-term growth plans.

PRODUCT, DESIGN AND CUSTOMER-CENTRICITY

Product innovation continues to remain at the heart of Jaipur Kurti s growth strategy.

The Company continues to develop collections that combine the richness of Indian textiles, prints, colours and craftsmanship with contemporary silhouettes and modern styling. Its product portfolio caters to a wide range of occasions, including daily wear, office wear, festive wear, occasion wear and contemporary ethnic fashion .

During FY 2025-26, the Company witnessed increasing customer traction across its key product categories, supported by improved sell-through across both offline and online channels. The Company s business update also highlighted sustained demand across festive, daily, office and occasion wear categories.

The Company remains committed to maintaining a broad product assortment across price points, designs and sizes, thereby enabling Jaipur Kurti to address a wide customer base.

The Company s approach is to continuously refresh its collections in response to changing fashion trends while retaining the distinctive Indian aesthetic that forms the core identity of the Jaipur Kurti brand.

BRAND BUILDING AND NATIONAL MARKET EXPANSION

FY 2025-26 witnessed a further strengthening of Jaipur Kurti s brand identity and market positioning. The Company s strategy is increasingly focused on building Jaipur Kurti as a national women s Indian wear brand, rather than merely an online ethnic wear seller. The expansion of physical retail, organized retail partnerships, SIS counters and digital channels has materially increased the number of customer touchpoints available to the brand.

This expansion has also enabled the Company to enter markets where its physical presence was historically limited. The Company is increasingly using an asset-light distribution approach to penetrate new markets through distributors, franchise partners and SIS arrangements, thereby allowing it to expand reach while maintaining capital discipline.

During FY 2025-26, the Company crossed an important business milestone by achieving 100+ crore in sales during financial year 2025-26. This milestone reflects the increasing scale of the Jaipur Kurti brand and the benefits of its diversified online and offline channel strategy.

The Company views this achievement as an important validation of its transition from a predominantly digital-first business to a more balanced and diversified omnichannel fashion enterprise.

BRAND EQUITY AND CUSTOMER ENGAGEMENT

As the Company expands its physical and digital footprint, increasing emphasis is being placed on building long-term brand equity rather than focusing solely on transactional sales.

The Company continues to invest in digital marketing, social media engagement, fashion-led content, influencer initiatives and customer acquisition and retention programmes. Technology and data are increasingly being used to understand customer preferences, improve product selection and support more efficient merchandising and inventory planning.

The Company s growing base of repeat and loyal customers is an important component of its long-term brand-building strategy.

The objective is to create a brand that is culturally rooted but contemporary in its presentation, accessible yet aspirational, and capable of remaining relevant to evolving generations of Indian women.

OPERATIONAL /TECHNOLOGY-LED TRANSFORMATION

The rapid expansion of the Company s omnichannel network has also increased the importance of operational efficiency, technology and supply-chain capabilities.

The Company continues to explore new-age digital initiatives aimed at improving the customer experience, including enhanced digital interfaces, technology-enabled retail experiences, faster delivery and improved integration between online and offline channels.

The Company is also focused on improving production planning, inventory management, procurement, merchandising and fulfilment processes to support the growing scale of the business.

As the Company expands into additional channels and markets, operational efficiency and inventory productivity will remain important focus areas for sustaining profitable growth.

THE JOURNEY FROM DIGITAL-FIRST TO OMNICHANNEL NATIONAL BRAND

The Company s journey over the past several years can broadly be viewed in three phases.

The first phase involved establishing Jaipur Kurti as a digital-first brand and creating nationwide customer reach through online channels.

The second phase involved responding to the changing competitive landscape and addressing the limitations of a predominantly online model. During this period, the Company began investing in physical retail, SIS formats and organised retail partnerships to establish greater channel balance.

The current phase represents the Company s transition into a scaled omnichannel fashion business, with a growing network of EBOs, FOFO stores, SIS counters, LFR partnerships, e-commerce platforms and quick-commerce channels. The Company believes that this transformation has created a stronger and more diversified foundation for sustainable growth.

The strategic objective is no longer simply to increase online sales, but to build Jaipur Kurti into a recognizable national women s fashion brand with multiple customer touchpoints and a scalable distribution ecosystem.

Going forward, Nandani Creation Limited intends to build upon the platform created during FY 2025-26 through the following strategic priorities:

expansion of Exclusive Brand Outlets and franchise-led retail formats in high-potential markets;

further expansion of the SIS network through distributor and retail partnerships;

strengthening relationships with leading Large Format Retail and organised retail chains;

increasing penetration into new geographic markets across India;

continued investment in the Company s proprietary website and mobile application;

strengthening presence across major e-commerce marketplaces;

scaling the quick-commerce opportunity;

strengthening brand awareness and customer engagement through digital and offline marketing;

expanding the premium fashion proposition through Amaiva By Jaipur Kurti and Jaipur Kurti Luxe;

continuous product innovation and faster fashion response cycles;

improving inventory turns, sourcing efficiency and supply-chain productivity;

leveraging data, analytics and technology for better demand forecasting and merchandising; and

maintaining a disciplined approach towards profitable and sustainable growth.

2. FINANCIAL HIGHLIGHTS & PERFORMANCE SUMMARY.

The standalone and consolidated Financial Statements for the FY ended March 31, 2026, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as Ind AS ) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures regarding Ind-AS reporting have been made under the Notes to Financial Statements. The Company s performance during the FY under review as compared to the previous FY is summarized below:

FY 2025-26 marked a year of substantial revenue growth for the Company. The strengthening of the Company s brand presence, expansion of its distribution network and increasing contribution from both online and offline channels translated into a significant increase in business scale.

During the Financial Year 2025-26:

For the FY 2025-26, your Company recorded Standalone Sales of Rs. 111 Cr. as against Rs. 70 Cr. during the FY 2024-25 representing growth of approximately 59%.

For the FY 2025-26, your Company recorded Consolidated Sales of Rs. 113. Cr. as against Rs. 69.64 Cr during the FY 2024-25 representing growth of approximately 62%.

The Company s operating EBITDA stood at approximately 8.93 crore, compared with 10.29 crore in FY 2024-25, while Profit After Tax stood at approximately 1.98 crore, as compared with 3.71 crore in the previous financial year.

While profitability was impacted by the costs associated with the Company s rapid scale-up, channel expansion and investments required to establish a broader omnichannel platform, the substantial increase in revenue reflects the growing acceptance of the Jaipur

Kurti brand and the effectiveness of the Company s expanded distribution strategy.

The Company remains focused on ensuring that the next phase of growth is accompanied by improved operating leverage, inventory productivity, channel profitability and cost efficiency.

The FY 2025-26 performance therefore represents an important transition from rebuilding the business and establishing channel parity to scaling the brand across multiple retail and digital channels.

The company s financial performance on a consolidated basis for the financial year ending as on March 31, 2026 is outlined as follow:

Particulars	Year Ended 31.03.2026	Year Ended 31.03.2025
	(in crore)	(in crore)
Revenue from Operations	111.17	69.64
Other Income	19.39	1.16
Total Revenue	111.13	70.80
Less: Total Expenses	108.65	65.70
Profit before Exceptional & extra- ordinary items & Tax	271.37	495.62
Less: Exceptional Item	0.00	0.00
Profit/(Loss) before Tax	271.37	495.62
Less: Tax Expenses	(87.77)	(138.43)
Profit/(Loss) After Tax	183.70	357.19

3. FINANCE:

Your Company has been financing its operations and business expansion primarily through internal accruals and working capital facilities from its banking partners.

We have Yes Bank Ltd. as our banking partners and have and has availed a Cash Credit Limit of 20.00 Crores from the Bank for meeting its working capital requirements.

In addition, the Company has banking facilities with State Bank of India, including a Cash Credit Limit of 10 Crores, which is utilized for meeting the Company s working capital and operational requirements.

The Company continues to maintain a prudent approach towards working capital management and financing, with a focus on ensuring adequate liquidity to support its expanding business operations while maintaining financial discipline.

4. DIVIDEND

With a view to conserve resources, strengthen the financial position of the Company and retain adequate liquidity to support its ongoing business operations and future expansion plans, your directors have decided not to recommend any dividend for the financial year ended March 31, 2026.

The Board believes that retaining the profits within the business will provide the Company with greater financial flexibility to meet its working capital requirements, support its growth initiatives and address any unforeseen financial contingencies in the future.

Accordingly, no dividend has been recommended for the financial year under review.

5. TRANSFER TO RESERVES

During the financial year under review, the Board of Directors of the Company has transferred an amount of Rs. 12 Crores to the Reserves & Surplus Account of the Company.

The transfer has been made in accordance with the applicable provisions and accounting practices and is intended to further strengthen the financial position of the Company and support its future business requirements and growth plans.

6. CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) and the applicable Indian Accounting Standards (Ind AS), the Company has prepared the Audited Consolidated Financial Statements for the financial year ended March 31, 2026.

The Consolidated Financial Statements comprise the financial statements of the Company and its subsidiary, as applicable, and have been prepared to present the consolidated financial position, financial performance, cash flows and changes in equity of the Group as a single economic entity.

The Audited Consolidated Financial Statements, together with the Independent Auditors Report thereon, form an integral part of this Annual Report and are placed before the Members for their consideration.

7. CHANGE IN CAPITAL STRUCTURE:

During the financial year under review, the Authorised Share Capital of the Company remained at 28,00,00,000/- (Rupees Twenty-Eight Crores Only) divided into 2,80,00,000 (Two Crore Eighty Lakh) Equity Shares of 10/- (Rupees Ten Only) each, as approved by the Members of the Company at the ExtraOrdinary General Meeting held on March 05, 2025.

During FY 2025-26, pursuant to the approval of the Board of Directors, Members of the Company and the in-principle approvals granted by the National Stock Exchange of India Limited, the Company issued and allotted 18,29,108 (Eighteen Lakh Twenty-Nine Thousand One Hundred Eight) Equity Shares on a preferential basis at an issue price of 44/- per Equity Share, including a premium of 34/- per Equity Share, on April 10, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time.

Further, on April 10, 2025, the Company also allotted 35,32,500 (Thirty-Five Lakh Thirty-Two Thousand Five Hundred) Warrants, each carrying a right to subscribe to one Equity Share of the Company of face value of 10/- each, at an issue price of 44/- per Warrant, including a premium of 34/- per Warrant, on a preferential basis. The warrant holders were required to pay 25% of the issue price upfront, with the balance 75% payable upon exercise of the conversion right within the prescribed period, in accordance with the applicable provisions of the SEBI ICDR Regulations.

The aforesaid preferential issue was undertaken pursuant to the approval of the Board of Directors at its meeting held on February 03, 2025, approval of the Members at the Extra-Ordinary General Meeting held on March 05, 2025, and the in-principal approval granted by the National Stock Exchange of India Limited on March 27, 2025.

Consequent upon the allotment of 18,29,108 Equity Shares, the paid-up Equity Share Capital of the Company increased from 17,26,16,060/- to 19,09,07,140/- (Rupees Nineteen Crores Nine Lakh Seven Thousand One Hundred Forty Only), comprising 1,90,90,714 (One Crore Ninety Lakh Ninety Thousand Seven Hundred Fourteen) Equity Shares of 10/- each.

The Equity Shares so allotted rank pari passu in all respects with the existing Equity Shares of the Company.

As at March 31, 2026, the Authorised Share Capital of the Company stood at 28,00,00,000/-, divided into 2,80,00,000 Equity Shares of 10/- each, while the Paid-up Equity Share Capital stood at 19,09,07,140/-, divided into 1,90,90,714 Equity Shares of 10/- each.

8. INFORMATION ABOUT SUBSIDIARY, ASSOCIATE/JOINT VENTURES:

As at March 31, 2026, the Company has one Wholly Owned Subsidiary Company, namely:

Desi Fusion India Private Limited

Desi Fusion India Private Limited was incorporated on May 31, 2016, in Jaipur, Rajasthan. The Company is a Wholly Owned Subsidiary of Nandani Creation Limited and is engaged in the business of buying and selling of fabrics and related activities.

The subsidiary forms an integral part of the Company s business structure and supports the Group s broader activities in the textile and apparel value chain.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, read with the applicable rules made thereunder, the Company has prepared Consolidated Financial Statements for the financial year ended March 31, 2026. The Consolidated Financial Statements, together with the Independent Auditors Report thereon, form part of this Annual Report.

The Company has also complied with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) relating to disclosure of information pertaining to subsidiaries, associates and joint ventures. In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of the subsidiary company, together with the related information, are available for inspection by the Members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting. The same shall also be made available electronically to any Member who may be interested in obtaining such information.

A statement containing the salient features of the financial statements of the subsidiary, in the prescribed Form AOC-1, is annexed to this Report as Annexure 1 and forms part of the Annual Report.

The Consolidated Financial Statements of the Company and its subsidiary, along with the Audited Financial Statements of the Company and other relevant documents, are available on the Company s website at www.nandanicreation.com.

The Company does not have any Associate Company or Joint Venture as at March 31, 2026.

9. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government, relating to meetings of the Board of Directors and General Meetings, respectively, during the financial year under review.

The Company has maintained proper records and conducted the meetings of the Board of Directors and its Committees and General Meetings in accordance with the applicable provisions of the Companies Act, 2013 and the Secretarial Standards.

10. MATERIAL ORDER

Pursuant to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby confirms that, during the financial year under review, no significant or material orders were passed by any regulator, court or tribunal which may have an impact on the going concern status of the Company or its operations in the future.

There are no such orders, directions or proceedings pending as at the date of this Report that are expected to have a material adverse impact on the financial position, business operations or going concern status of the Company.

11. OPENING OF NEW RETAIL STORES WITH BRAND JAIPUR KURTI

During the financial year under review, Nandani Creation Ltd. continued to strengthen and expand its physical retail presence under its flagship brand Jaipur Kurti , as part of its strategic transition from a digital-first business to a omnichannel fashion brand.

The Company has adopted a multi-format retail expansion strategy comprising Exclusive Brand Outlets ( EBOs ), Company-Owned Company-Operated ( COCO ) stores, Franchise-Owned Franchise-Operated ( FOFO ) stores, Shop-in-Shop ( SIS ) counters and partnerships with leading Large Format Retail ( LFR ) players. This approach enables the Company to expand its geographic footprint while maintaining an appropriate balance between brand visibility, customer accessibility and capital efficiency.

During FY 2025-26, the Company had 18+ Exclusive Brand Outlets across major markets in India. The Company continued to expand its presence beyond its traditional markets in Rajasthan and strengthened its footprint across several key states and consumption centres.

The Company also significantly expanded its Shop-in-Shop ( SIS ) network, which crossed 80+ counters during the year. The SIS model enabled Jaipur Kurti to enter and strengthen its presence across markets including Uttar Pradesh, Haryana, Odisha, Delhi, Andhra Pradesh, Jammu & Kashmir, Punjab, Assam, Bihar and Telangana, among other emerging markets.

In addition to its own retail network and SIS presence, the Company continued to strengthen its association with leading organised retail chains. Jaipur Kurti products are available across prominent LFR platforms, including Shoppers Stop, Avantra & Kalanikethan, Reliance Centro and Reliance Trends, Reliance Fashion Factory thereby providing the brand with access to a wider customer base across established retail destinations.

The Company s physical retail expansion has been complemented by its established digital presence across major e-commerce platforms, including Myntra, AJIO, Flipkart, Amazon and Nykaa Fashion, together with its own website and mobile application. The Company has also entered the quick-commerce channel through Swiggy Instamart, further enhancing accessibility and convenience for its customers.

The expansion of the retail network has also supported the Company s premiumisation strategy. The Company continues to offer its portfolio of women s fashion under Jaipur Kurti , Amaiva By Jaipur Kurti and Jaipur Kurti Luxe , enabling it to address diverse customer segments, occasions and price points.

The Company believes that the combination of EBOs, FOFO stores, SIS counters, organised retail, e-commerce and quick-commerce provides a scalable and diversified platform for sustainable growth. The expanding physical presence also enables customers to experience the brand directly while complementing the convenience and wider geographic reach provided by digital channels.

The Company s retail expansion is therefore not merely focused on increasing store count, but on building a strong national retail ecosystem for Jaipur Kurti, with an emphasis on strategic locations, customer experience, store productivity and long-term channel profitability.

Through continued investment in its own D2C platforms, retail network, SIS partnerships and organised retail relationships, Nandani Creation Limited remains focused on strengthening its position in the women s Indian wear market and building Jaipur Kurti into a recognised national omnichannel fashion brand.

12. MATERIAL CHANGES & COMMITMENTS AFFECTING THE COMPANY:

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Board of Directors reports that, except as stated below, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year ended March 31, 2026 and the date of this Report.

STRATEGIC RETAIL EXPANSION POST MARCH 31, 2026

Subsequent to the close of the financial year, the Company continued to strengthen its omnichannel retail strategy and expand the distribution network of its flagship brand Jaipur Kurti.

On April 23, 2026, the Company announced its partnership with Reliance Fashion Factory, providing Jaipur Kurti access to 25+ stores across its retail network. The partnership is expected to provide an additional channel for inventory optimization and faster liquidation of aged and slow-moving inventory, while supporting improved stock rotation and working capital efficiency. Further, on May 06, 2026, the Company announced the signing of two new Franchise-Owned Exclusive Brand Outlets ( EBOs ) in Karol Bagh and Rohini, Delhi. The proposed stores are expected to strengthen the Company s direct retail presence in key commercial markets and further its objective of providing an integrated omnichannel experience to customers. The stores are proposed to offer the latest collections under the brands Jaipur Kurti and Amaiva By Jaipur Kurti.

These developments subsequent to March 31, 2026 are in continuation of the Company s strategy of expanding its physical retail footprint, strengthening its D2C ecosystem and creating a diversified omnichannel distribution platform.

Except for the developments stated above, there have been no other material changes or commitments affecting the financial position of the Company between March 31, 2026 and the date of this Report, which require disclosure under Section 134(3)(l) of the Companies Act, 2013.

13. PUBLIC DEPOSIT

During the financial year under review, the Company did not accept any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

Accordingly, the provisions relating to acceptance of deposits under Chapter V of the Companies Act, 2013 are not applicable to the Company.

Further, there were no deposits which were not in compliance with the requirements of Chapter V of the Companies Act, 2013, and consequently, the requirement to furnish details of such deposits is not applicable to the Company.

The Company has also not accepted any amount which is deemed to be a deposit under the applicable provisions of the Companies Act, 2013 and the rules made thereunder, except to the extent specifically exempted under the applicable provisions.

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

The particulars of loans granted, guarantees given, securities provided and investments made by the Company, as covered under the provisions of Section 186 of the Companies Act, 2013, during the financial year under review, are disclosed in the Notes to the Financial Statements, which form a part of this Annual Report.

The Company has complied with the applicable provisions of Section 186 of the Companies Act, 2013, read with the rules made thereunder, in respect of loans, guarantees, securities and investments, wherever applicable.

The details thereof, including the nature and purpose of such transactions, are provided in the relevant Notes forming part of the Standalone Financial Statements and Consolidated Financial Statements of the Company.

15. FURTHER PUBLIC OFFER

During the financial year under review, the Company did not make any Further Public Offer (FPO) of its Equity Shares.

Accordingly, the provisions relating to Further Public Offer were not applicable to the Company during the financial year ended March 31, 2026.

The Company, however, undertook issuances of Equity Shares and convertible securities on a preferential basis during the financial year, the details of which have been appropriately disclosed in the section relating to Change in Capital Structure and in the Notes to the Financial Statements forming part of this Annual Report.

16. RELATED PARTY TRANSACTIONS:

During the financial year ended March 31, 2026, all transactions entered into with Related Parties, as defined under Section 2(76) of the Companies Act, 2013 read with the applicable rules made thereunder and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), were undertaken in the ordinary course of business and on an arm s length basis, wherever applicable.

The Company has a Material Subsidiary, namely Desi Fusion India Private Limited, which is a wholly owned subsidiary of the Company and has been identified as a Material Subsidiary in accordance with the applicable provisions of Regulation 16(1)(c) of the Listing Regulations. During the year under review, all Related Party Transactions entered into by the Company were placed before the Audit Committee and the Board of Directors for their review and approval, wherever applicable, in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations.

The Audit Committee and the Board of Directors have reviewed the Related Party Transactions periodically during the year. The Company has also complied with the applicable provisions of Regulation 23 of the Listing Regulations relating to approval, review and disclosure of Related Party Transactions.

During the financial year under review, the Company did not enter into any transaction or arrangement with Related Parties which was material and which required prior approval of the Members, except to the extent specifically disclosed in the financial statements and/or as otherwise permitted under the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

Transactions entered into between the Company and its wholly owned subsidiary, Desi Fusion India Private Limited, during the year were in the ordinary course of business and on an arm s length basis, wherever applicable. The applicable exemptions and provisions relating to transactions between a holding company and its wholly owned subsidiary have been duly considered while determining the approval requirements under the Companies Act, 2013 and the Listing Regulations.

The Company has formulated and adopted a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions, which is available on the

Company s website.

There were no materially significant Related Party Transactions entered into during the year which could have a potential conflict with the interests of the Company, except for transactions undertaken with the wholly owned subsidiary in the ordinary course of business and on an arm s length basis, wherever applicable.

The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013, wherever applicable, are disclosed in Form AOC-2, annexed to this Report as Annexure 2.

The details of Related Party Transactions are also disclosed in the Notes to the Standalone Financial Statements forming part of this Annual Report.

The Company continues to maintain appropriate systems and procedures for identification, approval, monitoring and disclosure of Related Party Transactions in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

17. AUDITOR AND REPORT THEREON:

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the applicable rules made thereunder and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), the Company is required to undertake Secretarial Audit by a Peer Reviewed Practicing Company Secretary. During the financial year under review, M/s Abhishek Goswami & Co., Practicing Company Secretaries, a Peer Reviewed Firm bearing Firm Registration No. S2019RJ714800, acted as the Secretarial Auditor of the Company for the financial year ended March 31, 2026.

The Secretarial Audit of the Company was conducted by M/s Abhishek Goswami & Co. in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder, the Listing Regulations and other applicable laws. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026 is annexed to this Report as Annexure 3 and forms an integral part of this Annual Report.

M/s Abhishek Goswami & Co. was appointed as Secretarial Auditor of the Company for a term of five consecutive financial years commencing from April 1, 2025 to March 31, 2030.The appointment was made pursuant to the recommendation of the Audit Committee and approval of the Board of Directors. The requisite resolution seeking approval of the Members was placed before the Members at the 13th Annual General Meeting of the Company. The Secretarial Auditor has confirmed that the firm is eligible and not disqualified to act as Secretarial Auditor of the Company and has furnished the requisite consent and eligibility certificate in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

Change in Secretarial Auditor

During the previous financial year, M/s Manisha Godara & Associates, Company Secretaries, New Delhi (FRN: S2014RJ268900), who had conducted the Secretarial Audit of the Company for FY 2024-25, resigned from the office of Secretarial Auditor with effect from May 25, 2025. The resignation was accepted by the Company and the resultant vacancy was duly filled by appointment of M/s Abhishek Goswami & Co., Practicing Company Secretaries, as the Secretarial Auditor of the Company for FY 2025-26 and for a term of five consecutive financial years from FY 2025-26 to FY 2029-30, subject to approval of the Members.

Secretarial Audit Report

The Secretarial Audit Report issued by M/s Abhishek Goswami & Co. for the financial year ended March 31, 2026, in Form MR-3, is annexed as Annexure-3 to this Report. The observations, qualifications, reservations or adverse remarks, if any, contained in the Secretarial Audit Report, together with the management s response thereto, have been appropriately dealt with in the said Report and/or in the relevant section of this Annual Report.

The Secretarial Audit Report in Form MR-3 of the Company s wholly owned subsidiary, Desi Fusion India Private Limited] , for the financial year ended March 31, 2026, is annexed to this Annual Report as Annexure -3 and forms an integral part thereof.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained the Annual Secretarial Compliance Report from M/s Abhishek Goswami & Co., Practicing Company Secretaries, for the financial year ended March 31, 2026. The said Annual Secretarial Compliance Report has been submitted to the Stock Exchange(s) within the prescribed timelines and is also placed before the Board of Directors for its consideration and noting, in accordance with the applicable regulatory requirements.

The Company continues to ensure compliance with the applicable provisions of the Companies Act, 2013, the Listing Regulations, Secretarial Standards and other applicable laws and regulations governing the Company.

STATUTORY AUDITORS & STATUTORY AUDIT REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the applicable rules made thereunder, M/s P C Modi & Company, Chartered Accountants, Jaipur (Firm Registration No. 000239C) were appointed as the Statutory Auditors of the Company at the 12th Annual General Meeting held on September 30, 2024, for a term of five consecutive years, to hold office from the conclusion of the 12th Annual General Meeting until the conclusion of the 17th Annual General Meeting of the Company to be held in the calendar year 2029, subject to the provisions of the Companies Act, 2013.

Accordingly, M/s P C Modi & Company continued to act as the Statutory Auditors of the Company during the financial year ended March 31, 2026.

The Statutory Auditors Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 forms part of this Annual Report.

The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations and disclosures made in the Notes to the Financial Statements, referred to in the Auditors Report, are self-explanatory and, therefore, do not call for any further comments or explanations by the Board of Directors.

The Statutory Auditors have confirmed that they satisfy the eligibility and independence requirements prescribed under the applicable provisions of Section 141 of the Companies Act, 2013, and that they are not disqualified from continuing as Statutory Auditors of the Company. Further, as required under the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statutory Auditors have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India ( ICAI ) and hold a valid Peer Review Certificate issued by the Peer Review Board of ICAI. The Board places on record its appreciation for the services rendered by M/s P C Modi & Company in carrying out the statutory audit of the Company for the financial year under review.

INTERNAL AUDITORS & INTERNAL AUDIT REPORT

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the applicable rules made thereunder, M/s Jain Shrimal & Co., Chartered Accountants, Jaipur (Firm Registration No. 001704C) had been appointed as the Internal Auditor of the Company for conducting the internal audit of the Company for the financial year 2025-26.

During the financial year under review, M/s Jain Shrimal & Co., Chartered Accountants, Jaipur (FRN: 001704C) tendered their resignation from the office of Internal Auditor of the Company with effect from 01 st September, 2026. The resignation was duly accepted by the Company and the same was taken on record by the Board of Directors. Consequent upon the vacancy arising from the resignation of M/s Jain Shrimal & Co., the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s B.D.GARGEIYA & CO., Chartered Accountants, Jaipur (Firm Registration No. 001072C , as the Internal Auditor of the Company for the financial year 2026-27, to conduct the internal audit of the records and operations of the Company.

The Company has received the requisite consent and eligibility confirmation from M/s [NAME OF NEW AUDITOR], Chartered Accountants, confirming their willingness and eligibility to act as Internal Auditor of the Company in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Internal Auditor is responsible for reviewing the internal control systems, risk management framework, operational processes and financial and accounting procedures of the Company and for providing recommendations for strengthening the overall internal control environment.

The Audit Committee periodically reviews the reports and significant observations of the Internal Auditor and monitors the implementation of recommendations, wherever applicable.

COST AUDITOR & COST AUDIT REPORT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the provisions relating to maintenance of cost records and audit of such records have become applicable to the Company from the Financial Year 2026-27.

Accordingly, the Board of Directors has appointed M/s Ratan Sharma & Associates, Cost Accountants, Jaipur (Firm Registration No. 002658) as the Cost Auditor of the Company for the Financial Year 2026-27, subject to the approval of the remuneration by the Members of the Company, wherever applicable.

The Company shall maintain the prescribed cost records and ensure the audit of such records in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors have not reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013

18. DIRECTORS AND KEY MANAGERIAL

PERSONNEL

The Board of Directors plays a vital role in providing strategic direction, overseeing management performance and safeguarding the interests of the Company, its shareholders and other stakeholders. The Company is committed to maintaining an effective, diverse and appropriately constituted Board with an optimum mix of Executive, Non-Executive and Independent Directors, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ).

Composition of the Board

As at March 31, 2026, the Board of Directors of the Company comprised six (6) Directors, consisting of three (3) Executive Directors and three (3) Non-Executive Independent Directors. The Board comprises professionals having diverse experience and expertise in areas including business management, marketing, finance, taxation, economics, law, governance and corporate affairs. The Independent Directors bring considerable experience and independent judgement to the deliberations of the Board and its Committees and provide valuable guidance to the management on matters relating to business strategy, governance, compliance, risk management and other key areas.

The composition of the Board during the financial year under review was in compliance with the applicable provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

All Independent Directors of the Company have confirmed that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and the Listing Regulations. The Independent Directors have also confirmed that they are registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs ( IICA ), as applicable.

The Board periodically reviews its composition and effectiveness to ensure that it remains aligned with the statutory requirements and the evolving business needs of the Company.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sunita Devi Mundhra, the Director liable to retire by rotation at the ensuing Annual General Meeting and eligible for re-appointment shall be considered by the Members in accordance with the applicable provisions of the Act.

Completion of Tenure of Independent Directors

During the period subsequent to the financial year under review, the tenure of the existing Independent Directors of the Company was completed on 14 th August, 2026 in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

Consequent upon completion of their respective tenure, the Company initiated the process of reconstitution of the Board and appointment of new Independent Directors to ensure continuity of effective corporate governance and compliance with the statutory requirements relating to the composition of the Board. The Board places on record its appreciation for the valuable contribution, guidance and services rendered by the outgoing Independent Directors during their respective tenures with the Company.

Appointment of New Independent Directors

Consequent upon completion of the tenure of the existing Independent Directors of the Company, and with a view to further strengthening the Board with appropriate experience, expertise and independent perspective, the Board of Directors, at its meeting held on July 09, 2026, appointed the following persons as Additional Directors in the category of Non-Executive Independent Directors, subject to the approval of the Members:

1. Mrs. Nupur Khandelwal (Non-Executive Independent Director)

2. Mr. Pranay Maheshwari (Non-Executive Independent Director)

3. Mrs. Megha Khandelwal (Non-Executive Independent Director)

The aforesaid appointments were made pursuant to the completion of the tenure of the existing Independent Directors and with a view to strengthening the Board with individuals possessing appropriate skills, experience, knowledge and expertise relevant to the Companys business and governance requirements.

The proposed Independent Directors have furnished the requisite declarations and confirmations regarding their independence, eligibility, consent to act as Directors and compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

Approval by Members through Postal Ballot

The appointment of Mrs. Nupur Khandelwal, Mr. Pranay Maheshwari and Mrs. Megha Khandelwal as Non-Executive Independent Directors was subsequently placed before the Members of the Company for their approval through Postal Ballot.

The Members of the Company approved their appointment on August 11, 2026, in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and the Listing Regulations.

Accordingly, following completion of the tenure of the erstwhile Independent Directors, the Board of Directors of the Company has been reconstituted with the appointment of the aforesaid three Independent Directors. The Company believes that their induction will further strengthen the Boards governance framework and provide valuable independent perspectives and expertise in the deliberations of the Board and its Committees.

The Board places on record its sincere appreciation for the valuable contribution, guidance and services rendered by the outgoing Independent Directors during their respective tenure with the Company.

Board Composition as on the Date of the Report

As on the date of this Report, the Board of Directors of the Company comprises the following:

1. Mr. Anuj Mundhra Chairman & Managing Director

2. Mrs. Vandana Mundhra Whole-Time Director

3. Mrs. Sunita Devi Mundhra Whole-Time Director

4. Mrs. Nupur Khandelwal Non-Executive Independent Director

5. Mr. Pranay Maheshwari Non-Executive Independent Director

6. Mrs. Megha Khandelwal Non-Executive Independent Director

This gives the Company a Board comprising three Executive Directors and three Non-Executive Independent Directors, subject to the applicable statutory requirements.

Re-appointment of Managing Director and Whole-Time Directors

During the period subsequent to the financial year ended March 31, 2026, the Members of the Company, through Postal Ballot on August 11, 2026, approved the reappointment of the following Directors for a further period of five consecutive financial years commencing from FY 2026-27 and extending up to FY 2030-31,

1. Mr. Anuj Mundhra Chairman & Managing Director

2. Mrs. Vandana Mundhra Whole-Time Director

3. Mrs. Sunita Devi Mundhra Whole-Time Director

The re-appointments were made pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, and were subsequently approved by the Members through Postal Ballot on August 11, 2026.

Accordingly, the aforesaid Directors have been reappointed for a further term of five consecutive years from FY 2026-27 to FY 2030-31.

19. CORPORATE GOVERNANCE REPORT:

In accordance with the applicable provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), the Company has prepared a separateCorporate Governance Report for the financial year ended March 31, 2026.

The Corporate Governance Report provides details relating to the composition of the Board of Directors and its Committees, meetings of the Board and Committees, attendance of Directors, shareholders information, remuneration of Directors and Key Managerial Personnel, related party transactions, means of communication, general shareholder information and other matters as prescribed under the Listing Regulations.

The Corporate Governance Report, together with the Certificate issued by the Statutory Auditors/Practicing Company Secretary, as applicable, regarding compliance with the conditions of Corporate Governance, forms an integral part of this Annual Report and is annexed hereto as Annexure 4.

The Company remains committed to maintaining high standards of corporate governance, transparency, accountability and ethical business practices and continues to review and strengthen its governance framework in accordance with applicable statutory and regulatory requirements.

20. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, read with the applicable rules made thereunder, the Company is required to place a copy of the Annual Return in the prescribed form on its website.

The Annual Return of the Company for the financial year ended March 31, 2026, prepared in accordance with the provisions of Section 92 of the Companies

Act, 2013, is available on the Company s website at www.nandanicreation.com

In accordance with the applicable provisions of the Companies Act, 2013, the Company is not required to annex an extract of the Annual Return in Form MGT-9 to the Board s Report.

21. BOARD MEETING:

During the financial year ended March 31, 2026, the Board of Directors of the Company met 6 (Six) times. The meetings were convened and held in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder, the Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors issued by the Institute of Company Secretaries of India ( ICSI ) and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ).

The intervening gap between two consecutive meetings of the Board was within the period prescribed under the Companies Act, 2013 and the applicable regulatory requirements.

The Board meetings were held with due notice to all Directors and the agenda papers and relevant information were circulated to the Directors in advance, wherever practicable, to enable them to effectively participate in the deliberations and decision-making process.

The details of the Board Meetings, including the dates of meetings, attendance of Directors and other relevant particulars, are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Board continues to ensure that its meetings are conducted in a manner that facilitates effective deliberation, informed decision-making and proper discharge of its fiduciary and statutory responsibilities.

22. GENERAL MEETINGS: Annual General Meeting:

The 13th Annual General Meeting ( AGM ) of the Members of the Company was held on September 30, 2025 through Video Conferencing ( VC )/Other Audio-Visual Means ( OAVM ), in accordance with the applicable circulars issued by the Ministry of Corporate Affairs ( MCA ) and the Securities and Exchange Board of India ( SEBI ) from time to time.

The AGM was convened to transact the businesses as set out in the Notice of the AGM, including consideration and adoption of the Audited Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon, and other matters as contained in the Notice.

The requisite quorum was present throughout the meeting and the resolutions proposed before the Members were duly considered and approved in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Extra-Ordinary General Meeting:

During the Financial Year 2025-26, the Company did not convene or hold any Extra-Ordinary General Meeting.

Postal Ballot Subsequent to the Financial Year

Subsequent to the close of the financial year, the Company conducted a Postal Ballot for seeking approval of the Members on various matters relating to the reconstitution and strengthening of the Board of Directors.

The remote e-voting facility for the Postal Ballot commenced on Monday, July 13, 2026 at 9:00 A.M. (IST) to Tuesday, August 11, 2026 at 5:00 P.M. (IST) The Members were provided the requisite period to exercise their voting rights through electronic means.

The Members of the Company approved the following matters through Postal Ballot & the Scrutinizer declared the results of the Postal ballot on August 12, 2026.

Re-appointment of Mr. Anuj Mundhra as Chairman & Managing Director for a further period of five consecutive financial years from FY 2026-27 to FY 2030-31 ;

Re-appointment of Mrs. Vandana Mundhra as Whole-Time Director for a further period of five consecutive financial years from FY 2026-27 to FY 2030-31 ;

Re-appointment of Mrs. Sunita Devi Mundhra as Whole-Time Director for a further period of five consecutive financial years from FY 2026-27 to FY 2030-31 ;

Appointment of Ms. Nupur Khandelwal as Non-Executive Independent Director;

Appointment of Mr. Pranay Maheshwari as Non-Executive Independent Director; and

Appointment of Ms. Megha Khandelwal as Non-Executive Independent Director.

The aforesaid Postal Ballot was conducted subsequent to the financial year ended March 31, 2026 and, accordingly, the details thereof have been disclosed as a subsequent event in this Annual Report.

The details of the General Meetings, including the date, time, venue/mode of participation, attendance of Directors, businesses transacted and resolutions passed, are provided in the Corporate Governance Report forming part of this Annual Report.

COMMITTEES OF THE BOARD

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

a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationship Committee

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

The Committees composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

23. MEETING OF INDEPENDENT DIRECTORS

Pursuant to Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors of the Company are required to hold at least one meeting in a year without the attendance of Non- Independent Directors and Members of Management. All the Independent Directors of the Company shall strive to be present at such meeting.

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

Name of Member	Status	Designation
Mrs. Nupur Khandelwal	Chairman	Independent Director
Mr. Pranay Maheshwari	Member	Independent Director
Mrs. Megha Khandelwal	Member	Independent Director

During the year, One (1) Meeting of the Independent Directors was convened and held on 05 th September, 2025.

TERMS OF REFERENCE: i. The performance of Non-Independent Directors and the Board as a Whole; ii. The performance of the Chairperson of the Company, taking into account the views of executive directors and Non-Executive Directors; iii. Assess the quality, quantity and timeliness of flow of Information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

24. DECLARATION OF INDEPENDENCY BY INDEPENDENT DIRECTORS:

During the financial year ended March 31, 2026, the Company had three Non-Executive Independent Directors on its Board, namely Mr. Gaurav Jain, Mr. Gagan Saboo and Mr. Neetesh Kabra.

The Company had received declarations from all the Independent Directors confirming that they met the criteria of independence as prescribed under Section 149(6) read with Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ).

The Independent Directors had also confirmed that they were not aware of any circumstance or situation which existed or might be reasonably anticipated to impair or impact their ability to discharge their duties with objective and independent judgment and without any external influence.

The Company has received the requisite declarations and confirmations from the Independent Directors regarding their registration with the Independent

Directors Databank maintained by the Indian Institute of Corporate Affairs ( IICA ), as applicable, in accordance with the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board of Directors, the Independent Directors possessed the requisite integrity, expertise, experience and proficiency and fulfilled the conditions of independence prescribed under the Companies Act, 2013 and the Listing Regulations. The Board was also of the opinion that the Independent Directors were independent of the management of the Company.

Change in Independent Directors Subsequent to the Financial Year

Subsequent to the financial year ended March 31, 2026, the tenure of the aforesaid Independent Directors was completed in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

Consequent upon completion of their tenure, the Board of Directors, at its meeting held on July 09, 2026, appointed the following persons as Additional Directors in the category of Non-Executive Independent Directors, subject to the approval of the Members:

1. Ms. Nupur Khandelwal

2. Mr. Pranay Maheshwari

3. Ms. Megha Khandelwal

The Members of the Company subsequently approved their appointment through Postal Ballot on August 11, 2026. The newly appointed Independent Directors have furnished the requisite declarations and confirmations under the Companies Act, 2013 and the Listing Regulations, including declarations confirming their

17 independence, eligibility, consent to act as Directors and absence of any circumstance which may impair their ability to discharge their duties independently.

The Board has taken on record the declarations and confirmations furnished by the newly appointed Independent Directors and, based on the information and declarations received, is of the opinion that they satisfy the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and the applicable provisions of the Listing Regulations and are independent of the management of the Company.

The Independent Directors are committed to complying with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013, as well as the Code of Conduct for Directors and Senior Management Personnel adopted by the Company under the applicable provisions of the Listing Regulations.

The Company continues to maintain an appropriate balance of Executive and Independent Directors on its Board and remains committed to ensuring independent oversight, transparency, accountability and sound corporate governance practices.

25. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), the Company has in place a structured Familiarization Programme for Independent Directors.

The objective of the programme is to familiarize Independent Directors with the Company s business, operations, industry dynamics, organizational structure, financial performance, business strategy, risk management framework, internal controls, governance practices, regulatory environment and other matters relevant to the effective discharge of their duties and responsibilities. Upon appointment, the Independent Directors are provided an appropriate induction and familiarization with the Company, including its business model, products and brands, manufacturing and sourcing operations, retail and digital distribution network, key business drivers, financial performance and strategic priorities.

During the year under review, the Independent Directors were also provided opportunities to interact with the senior management and functional heads of the Company to enhance their understanding of the Companys operations, business environment and strategic objectives. The familiarization programme also enables the Independent Directors to understand their roles, rights, responsibilities and duties under the Companies Act, 2013, the Listing Regulations, the Companys Articles of Association, the Code of Conduct and other applicable statutory and regulatory requirements.

Subsequent to the financial year, upon the appointment of Mrs. Nupur Khandelwal, Mr. Pranay Maheshwari and Mrs. Megha Khandelwal as Non-Executive Independent Directors, the Company has undertaken/shall undertake the requisite familiarization and induction programme to enable them to understand the Companys business, operations, governance framework, policies, statutory responsibilities and the role expected of them as Independent Directors.

The Company also facilitates periodic interactions and updates for Independent Directors on changes in applicable laws and regulations, industry developments, business performance, risk management and other matters relevant to their responsibilities.

The details of the Familiarization Programme for Independent Directors, including the details of programmes conducted are available on the Companys website at www.nandanicreation.com under the relevant Investor Relations/Corporate Governance section.

The Company remains committed to ensuring that its Independent Directors are adequately familiarized with the Companys business and are provided with the necessary information and resources to effectively discharge their duties and exercise independent judgement.

26. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), the Company has put in place a framework for annual evaluation of the performance of the Board of Directors, its committees and individual Directors, including the performance of the Chairperson and Independent Directors.

During the financial year ended March 31, 2026, the performance evaluation process was carried out in accordance with the approved evaluation framework and applicable statutory and regulatory requirements.

The evaluation was based, inter alia, on various parameters including participation and contribution in Board and Committee meetings, understanding of the Companys business and strategic objectives, quality and timeliness of inputs, knowledge and expertise, adherence to ethical standards, statutory duties and responsibilities, independent judgement, effectiveness in deliberations and overall contribution to the functioning of the Board and its Committees.

Evaluation of the Board and its Committees

The performance of the Board as a whole and its various Committees was evaluated by the Board, taking into consideration the effectiveness of their functioning, quality of deliberations, decision-making process, fulfilment of their respective responsibilities and contribution towards achieving the Companys strategic objectives. The performance of individual Directors was evaluated based on their attendance and participation in meetings, preparedness, contribution to discussions, independent judgement, understanding of the Companys business, constructive engagement with management and other Board members, and compliance with applicable duties and responsibilities.

The Independent Directors, at their separate meeting, evaluated the performance of the Non-Independent Directors and the Board as a whole, including the performance of the Chairperson, taking into account, inter alia, the effectiveness of the Boards functioning, quality of information provided to the Board, leadership and decision-making processes.

The Independent Directors also reviewed the performance of the Chairperson with reference to his role in ensuring effective functioning of the Board, facilitating constructive discussions and ensuring that adequate opportunities are provided to all Directors to express their views.

The performance of the Independent Directors was also evaluated by the Board, excluding the Director being evaluated, in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

Outcome of Evaluation

Based on the evaluation undertaken during the year, the Board was of the view that the Board, its committees and individual Directors were functioning effectively and that the Directors continued to make valuable contributions to the deliberations and decision-making process of the Company.

The Board also noted that the existing evaluation mechanism provides an effective means of identifying areas for improvement and strengthening the overall effectiveness of the Board and its Committees.

The Board is committed to periodically reviewing and strengthening its performance evaluation framework to ensure continued improvement in Board effectiveness, corporate governance, accountability and stakeholder value creation.

27. DIRECTORS RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts for the financial year ended 31 st March, 2026 the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Companies as at 31st March, 2026 and of profit and Loss of the Company for the financial year ended 31st March, 2026;

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

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

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

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

28. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), the Management Discussion and Analysis ( MD&A ) for the financial year ended March 31, 2026 forms an integral part of this Annual Report and is annexed hereto as Annexure-5 .

The MD&A provides an overview of the global and Indian economic environment, industry structure and developments, market trends, business performance and operational developments of the Company during the financial year under review. It also discusses the Companys financial performance, key business drivers, opportunities and challenges, outlook, internal financial controls and their adequacy, risk management framework, risks and concerns, material developments in human resources, operational performance and other relevant factors affecting the Companys business and financial performance. The MD&A also provides an overview of the Companys evolving business strategy, including the growth and development of its womens ethnic and contemporary fashion portfolio under the brands Jaipur Kurti , Amaiva By Jaipur Kurti , Desi Fusion and Jaipur Kurti Luxe , expansion of its retail and distribution network, strengthening of its omnichannel and digital presence, and initiatives undertaken to enhance operational efficiency and long-term sustainable growth.

The MD&A should be read together with the Audited Standalone and Consolidated Financial Statements, the accompanying Notes to Accounts and other disclosures forming part of this Annual Report.

29. BUSINESS RESPONSIBILITY STATEMENT

The Company is committed to conducting its business in a responsible, ethical, transparent and sustainable manner, while creating long-term value for its shareholders and other stakeholders. The Company recognizes the importance of responsible business practices, environmental stewardship, social responsibility, ethical governance and sustainable development and continues to integrate these principles into its business operations, wherever applicable.

The Business Responsibility and Sustainability Report ( BRSR ) is required to be mandatorily included in the Annual Report by the listed entities falling within the prescribed category under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ).

As the Company does not fall within the category of the top 1,000 listed entities by market capitalization to which the mandatory BRSR requirement is applicable for the financial year ended March 31, 2026, the Company is not required to annex a BRSR to this Annual Report.

Nevertheless, the Company remains committed to the principles underlying responsible and sustainable business practices and endeavors to promote ethical business conduct, environmental responsibility, employee welfare, stakeholder engagement, social development and good corporate governance as an integral part of its business philosophy.

30. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013, Internal Financial Controls ( IFC ) refer to the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. The Company has established and maintained an adequate framework of internal financial controls with reference to the financial statements, commensurate with the size, scale and complexity of its business operations. The internal control framework comprises appropriate policies, procedures, processes and control mechanisms designed to ensure:

orderly and efficient conduct of business operations;

adherence to the Company s policies and applicable laws and regulations;

safeguarding and protection of the Company s assets;

prevention and detection of frauds and errors;

accuracy and completeness of accounting and financial records;

reliability and integrity of financial reporting; and

timely preparation of reliable financial information.

The Company periodically reviews and monitors the effectiveness of its internal financial control systems through management reviews, internal audit processes and oversight by the Audit Committee and the Board of Directors. The internal audit function independently reviews key operational and financial processes and provides recommendations for strengthening the internal control environment, wherever required.

During the financial year ended March 31, 2026, the internal financial controls with reference to the financial statements were assessed and reviewed. Based on the assessment carried out and the reports placed before the Audit Committee and the Board, no material weakness in the design or operating effectiveness of the internal financial controls was identified or reported during the year.

Accordingly, the Board of Directors is of the opinion that the Company has, in all material respects, adequate internal financial controls with reference to the financial statements and that such controls were operating effectively during the financial year ended March 31, 2026.

The Statutory Auditors have also considered the adequacy and operating effectiveness of the Company s internal financial controls over financial reporting, as required under the applicable provisions of the Companies Act, 2013, and have reported thereon in their

Independent Auditors Report forming part of this Annual Report.

31. INSIDER TRADING CODE OF CONDUCT

The Company has adopted a comprehensive Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The Code has been formulated to regulate, monitor and report trading in the securities of the Company by Designated Persons and their Immediate Relatives, and to prevent insider trading and misuse of Unpublished Price Sensitive Information ( UPSI ). The Company has also adopted a framework for fair disclosure of Unpublished Price Sensitive Information to ensure timely, adequate and uniform disclosure of material information and events that may have a bearing on the price discovery of the Companys securities in the market.

The Code, together with the applicable policies and procedures, provides for mechanisms relating to identification of Designated Persons, trading restrictions, pre-clearance of trades, trading window closure, maintenance of structured digital databases, disclosure requirements and other measures prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has taken appropriate steps to ensure compliance with the said Regulations and the Code of Conduct and continues to strengthen its systems and processes for prevention of insider trading.

The Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives and the Companys policy for fair disclosure of UPSI are available on the Companys website at www.nandanicreation.com under the Investor Relations/Policies section.

32. NOMINATION & REMUNERATION POLICY:

The Company has in place a Nomination and Remuneration Policy formulated in accordance with the applicable provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ).

The Policy provides a framework for determining the qualifications, positive attributes and independence criteria for appointment and re-appointment of Directors, Key Managerial Personnel and Senior Management Personnel, as well as matters relating to their remuneration, evaluation and succession, as applicable.

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

During the period subsequent to the financial year, the NRC also considered and recommended the re-appointment of Mr. Anuj Mundhra as Chairman & Managing Director, Mrs. Vandana Mundhra as Whole-Time Director and Mrs. Sunita Devi Mundhra as Whole-Time Director for a further period of five consecutive financial years from FY 2026-27 to FY 2030-31, as well as the appointment of Ms. Nupur Khandelwal, Mr. Pranay Maheshwari and Ms. Megha Khandelwal as Non-Executive Independent Directors, subject to the approval of the Members.

The Members subsequently approved the aforesaid appointments/re-appointments through Postal Ballot passed on August 11, 2026, being the last date of voting.

The salient features of the Nomination and Remuneration Policy and other relevant details are set out in the Corporate Governance Report, which forms an integral part of this Annual Report.

The Nomination and Remuneration Policy is available on the Companys website at www.nandanicreation.com under the Investor Relations/Policies section.

33. OTHER STATUTORY DISCLOSURES

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy in accordance with the provisions of Section 177(9) and 177(10) of the Companies Act, 2013, read with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Vigil Mechanism provides a formal and confidential channel for Directors, employees and other eligible stakeholders to report genuine concerns regarding unethical behavior, actual or suspected fraud, violation of the Companys policies, misconduct, irregularities or any other concerns relating to the Companys operations.

The mechanism is designed to provide adequate safeguards against victimization or retaliation of persons who use the mechanism in good faith and also provides for direct access to the Chairperson of the Audit Committee, wherever considered appropriate.

During the financial year ended March 31, 2026, no whistle blower complaint/event was reported to the Company. The Vigil Mechanism continued to function effectively during the year. Further, no personnel has been denied access to the Audit Committee.

The Company remains committed to maintaining the highest standards of integrity, transparency, accountability and ethical conduct and encourages its directors and employees to report genuine concerns without fear of retaliation.

The Vigil Mechanism / Whistle Blower Policy is available on the Companys website at www.nandanicreation.com under the Investor Relations/Policies section.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the financial year ended March 31, 2026, there were no significant or material orders passed by any regulator, court or tribunal which could have an adverse impact on the going concern status of the Company or its operations in the future.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite disclosures relating to the remuneration of Directors and employees of the Company for the financial year ended March 31, 2026 are provided in Annexure-6 to this Report.

The Company confirms that, except as disclosed in the said Annexure, there were no employees whose particulars were required to be disclosed pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

Further, the disclosures relating to remuneration as required under Section 197 of the Companies Act, 2013 read with Schedule V, Part II, Section II of the Act, to the extent applicable, are provided in Annexure-6, which forms an integral part of this Report.

The remuneration structure of the Company is aligned with the applicable statutory requirements and is designed to attract, retain and motivate personnel while maintaining an appropriate balance between individual performance, business performance and long-term value creation.

The disclosures contained in Annexure-6 should be read together with the relevant disclosures contained in the Corporate Governance Report forming part of this Annual Report.

RISK MANAGEMENT POLICY

The Company has established a comprehensive Risk Management Policy and framework for identifying, assessing, monitoring, mitigating and managing various risks that may affect the achievement of its business objectives.

The Companys risk management framework is designed to create greater awareness and transparency around key business risks, minimise their potential adverse impact on the Companys operations and financial performance, and support informed decision-making and sustainable growth.

The key risks considered by the Company include, inter alia, strategic, operational, financial, market, regulatory, compliance, technology, cybersecurity, supply-chain, inventory, reputational and other business risks, as applicable to the Companys operations.

The Risk Management Policy provides an appropriate framework for identifying and evaluating risks, determining mitigation measures, assigning responsibility for risk management and ensuring timely reporting and monitoring of identified risks. The framework is implemented across various levels of the organisation and is supported by appropriate internal controls, policies and procedures.

The Audit Committee and the Board of Directors periodically review the Companys risk management framework, significant risks and mitigation measures and provide appropriate guidance to the management. The Risk Management Policy and related processes are reviewed from time to time to ensure that they remain responsive to changes in the Companys business environment, regulatory requirements and emerging risks.

During the financial year ended March 31, 2026, the Company continued to monitor and manage its key business risks through its established risk management framework and internal control systems. The Company remains committed to continuously strengthening its risk management practices to protect its assets, reputation and stakeholders interests while supporting its long-term business objectives.

LISTING OF SHARES

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited ( NSE ). The Company has complied with the applicable listing requirements prescribed by the NSE and the Securities and Exchange Board of India ( SEBI ).

The requisite annual listing fees for the financial year 2025-26 have been duly paid to the National Stock Exchange of India Limited. The Company continues to comply with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the rules and regulations of SEBI and the applicable requirements of the Stock Exchange.

DEPOSITORY SYSTEM

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

HUMAN RESOURCE DEVELOPMENT

The Company recognises that its human capital is a key driver of sustainable growth, operational excellence and long-term value creation. Accordingly, the Company continues to focus on attracting, developing, engaging and retaining talented and capable employees across its business functions. The Company promotes a culture of performance, accountability, learning, teamwork and continuous improvement, with emphasis on aligning individual objectives with the Companys overall business goals. The performance management framework enables employees to understand their roles and responsibilities, identify development areas and contribute effectively towards organizational objectives.

During the financial year ended March 31, 2026, the Company continued to undertake various initiatives for employee development, skill enhancement, functional training and capability building. The Company encourages multi-skilling and cross-functional exposure, wherever appropriate, to improve workforce flexibility and operational efficiency.

Considering the Companys expanding retail, manufacturing, sourcing and distribution operations, the Company continues to focus on developing and retaining skilled manpower. Employees are provided appropriate on-the-job training and, where required, are deputed to external training programmes, specialised institutes and other relevant training facilities to enhance their technical and functional capabilities. The Company also places emphasis on employee engagement, workplace discipline, safety, productivity and customer orientation, recognising that motivated and skilled employees are essential to delivering quality products and services and meeting evolving customer expectations.

The Companys management information and reporting systems provide timely operational and business information to the appropriate levels of management. Such information is periodically reviewed and analysed to monitor productivity, efficiency, capacity utilisation, quality, manpower requirements and operational performance, enabling management to take timely corrective and improvement measures.

The Company continues to address the challenges relating to the availability and retention of skilled manpower through appropriate recruitment, training, development and employee engagement initiatives.

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

MATERNITY BENEFIT

During the financial year under review, the Company complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time.

34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

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

There were no foreign exchange earnings and outgo.

35. GREEN INITIATIVES:

In continuation of the Companys commitment towards environmental sustainability and green initiatives, the Company has adopted measures to minimize the use of paper and encourage electronic communication with its stakeholders. In accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant circulars issued by the Ministry of Corporate Affairs ( MCA ) and SEBI, the electronic copy of the Notice of the 14th Annual General Meeting ( AGM ), together with the Annual Report for the financial year 2025-26, is being sent electronically to those Members whose e-mail addresses are registered with the Company or their respective Depository Participant(s).

The Company encourages its members and other stakeholders to opt for electronic communication and access corporate information through the Companys website, thereby contributing towards reduction in paper consumption, conservation of natural resources and environmentally responsible business practices.

36. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

During the financial year ended 31st March, 2026, the Company did not receive any compliant and no compliant was pending at beginning and at the end of the year.

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

The code of conduct has been circulated to all the members of the Board and Senior Management Personnel and they have affirmed their compliance with the said code of conduct for the financial year ended on March 31, 2026.

A declaration to this effect signed by Mr. Anuj Mundhra Managing Director and Mr. Dwarka Dass Mundhra, Chief Financial Officer, of the Company stating that the members of Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct of Board of Directors and senior management is annexed as Annexure A to the Corporate Governance Report forming part of this Report

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

Pursuant to sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016

( IEPF Rules ) there was no dividend which is unclaimed/ unpaid for more than seven years, hence the company is not required to transfer any amount to Investor Education and Protection Fund.

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

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of Listing Regulations from Mr. Dwarka Dass Mundhra, the Chief Financial Officer and Mr. Anuj Mundhra, Chairman and Managing Director of the Company.

40. APPRECIATION

The Directors place on record their sincere gratitude to the esteemed shareholders of the Company for their continued trust, confidence and support. The Board also conveys its appreciation to the customers, The Same is forming as Annexure-7 the part of this Annual Report.

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

business associates, vendors, bankers, employees and other stakeholders for their continued cooperation and valuable contribution to the Company s growth and success.

DATE: JAIPUR	FOR AND ON BEHALF OF NANDANI CREATION LIMITED
PLACE: 04.09.2026	Sd/-	Sd/-
	ANUJ MUNDHRA	VANDANA MUNDHRA
	MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
	DIN 05202504	DIN: 05202403