Vama Wovenfab Ltd Directors Report

THE DIRECTORS REPORT

To,

The Members,

VamaWovenfabLimited

Directors present their 16^thAnnual General Report together with statements of accounts for the year ended 3 I^st March, 2026.

1. Financial Summary or highlights/Performance of the Company (Standalone):

Particulars	As on 31st March, 2026	As on 31st March, 2025
	(Rs In Lakhs)	(Rs In Lakhs)
Total Income	21,461.71	7,775.59
Total Expenses	19928.49	6882.51
Profit/(Loss) before tax	1,533.22	356.49
Provision for Tax
Current tax	389.41	225.16
Tax in respect of earlier Year	0
Deferred Tax	(10.70)	1.88
Other Comprehensive Income for the year (Net of Tax )	-	-
Profit/( Loss) after Tax	1154.51	129.45

2. Operational Review/Review of Business Operations/The state of company affairs:

The Company has performed modestly in the past year despite challenging economic conditions. Nevertheless, The Directors are optimistic about the future and expect the business to perform well for the forthcoming year. The Directors are relentlessly striving for the betterment of the business.

The Company during the reporting period earned the income of Rs 21461.71 lakh as Compare to previous year Rs 7775.59 Lakhs. The company has earned profit before tax Rs 1533.22 Lakhs as compare to profit of Rs 356.49 Lakhs in the previous year. The company has earned profit after tax Rs 1154.51 lakhs during the reporting period as against Rs 129.45 Lakhs during the reporting previous year.

3. Dividend:

The Directors has not recommended any dividend to the members at the- Annual Meeting during the year.

4. Credit Ratings

During the period Under review the Company has not obtained any credit ratings.

5. Transfer of unclaimed dividend to the Investor Education & Protection Funds (IEPF):

The Company has not transfer any amount to the Investor Education & Protection Fund (IEPF) and no amount is Lying in Unpaid Dividend A/C of the Company.

6. Reserves:

The Company has 675.98 Lakhs created Securities Premium Reserve for the year under review Closing Balance ason 31/03/2026.

7. Change in the nature of business, if any:

The company has not change its nature ol business for the year under review. The Company continues to be engaged in the activity pertaining to manufacturing trading importing & exporting a wide range of plastic fabrics, woven sacks garments Textiles and related fibrousProducts, along with processing activity such as dine printing bleaching and finishing of yarn, cloth and other Textile.

8. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of report:

Management does not perceive any material changes occurred subsequent to the close of the financial year as on 31^sl March, 2026.

9. Share Capital:

The paid up equity capital as at 31^S1 March,2026 was Rs. 3,73,61,640/- (Rupees Three Crore Seventy-Three Lacs Sixty-One Thousand Six Hundred Forty Only). Authorized Share Capital is Rs. 6,00,00,000/- (Six Crore Rupees only). During the year under review the Company has issued any shares of following classes given below.

a) Issue of equity shares NO

b) Issue of sweat equity shares NO

c) Issue of employee stock options NO

d) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees NO

Hence, no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of Companies (share capital and debentures) Rule, 2014, Section 54(l)(d) read with rule 8 (13) of the companies (share capital and debentures) Rules, 2014, and Section 62 (I) (b) of the Act read with rule 12 (9) of the Companies (shares capital and debentures) Rules, 2014 is Furnished.

10. Fixed Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11. Particulars of Loans, guarantees or investments:

The Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

12. Internal control systems and their adequacy:

The internal control systems in the Company are commensurate with the size and nature of its operations. It is designed to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and that all the transactions are authorized, recorded and reported correctly. It is further supplemented by extensive audits conducted by the auditors and review by management.

13. Internal Auditor:

The appointment of Internal Auditor is not applicable as per section and provisions of the Act.

14. Appointment of Cost Accountant:

The appointment of cost accountant pursuant to section 148 of companies act, 2013. Not Applicable to the Company.

15. Corporate Social Responsibility:

The Company has CSR Committee coming under the criteria as mentioned in Section 135 of the Companies Act, 2013 which specifies the requirement of fonning the Corporate Social Responsibility Committee.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo.

The details ot conserv ation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy - NOT APPLICABLE

b) Teehnology Absorption- NOT APPLICABLE

c) Foreign exchange earnings and Outgo: - NOT APPLICABLE

17. Industrial Relations:

During the year under review, Company enjoyed cordial relationship with workers and employees at all levels.

18. Human Resources:

The Company treats its human resources as one of its most important assets. The Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

The provisions of Section 149 pertaining to the no change during the period.

19. Board Diversity

The Company recognizes and embraces the important of a diverse board in its success. The Company has on Board appointed diverse Board members with relevant expertise to run functions of the Company.

20. Companys Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of their duties:

The provisions of Section 178( 1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

The Composition of Board of Director and key Managerial Personnel as on 31 March 2026

Sr No Name of the Director	Designation	DIN/PAN	Date of Appointment	Date of cessation
1 Suresh Mohanlal Gupta	Chairman/Executive Director	01669094	16/03/2011	-
2 Nisha Vaibhav Gupta	Non-Executive Director	09551429	07/03/2022
3 Sushil Kumar Tibrewal	Independent Director	10838546	16/11/2024	-
4 Vaibhav Suresh Gupta	Chief Financial Officer	AIBPG8301M	24/09/2024	-
5 Saurabh Suresh Gupta	Managing Director	01669102	30/09/2024	-
6 Ganesh Prashad Ramnath Nayak	Independent Director	11306428	20/09/2025
7 Sakshi Mishra	Company Secretory	CBTPM1523N	01/09/2025

Details of Change in Composition of Board and key Managerial Personnel During the period under Review.

Sr No Name of the Director	Designation	DIN/PAN	Appointment/re- appointment/Chang in designation/ Retirement.		Date of cessation
1 Suresh Mohanlal Gupta	Chairman/Executive Director From Director	01669094	Change in designation
2 Ganesh Prashad Ramnath Nayak	Independent Director	11306428	Appointment
3 Sakshi Mishra	Company Secretory	CBTPM1523N	Appointment
4 Sushil Kumar Tibrewal	Independent Director From Additional director	10838546	Change in designation	"
5 Nisha Vaibhav Gupta	Non-Executive Director From Director	09551429	Change in designation

21. The Details of meetings of the Board of Directors under review period are follows:

Sr.No	Date of meeting	Total number of Directors associated as on the date of the meeting	Attendance
			No. of Directors Present	Percentage of Attendance
1	25/04/2025	5	5	100%
2	03/07/2025	5	5	100%
3	28/08/2025	5	5	100%
4	20/09/2025	5	5	100%
5	22/09/2025	5	5	100%
6	22/12/2025	5	5	100%
7	27/02/2026	5	4	80%

22. Number of General Meeting/Extra General meeting

Sr.No	Name of Directors	Annual General meeting Attended (Date)	Extra-Ordinary General meeting attended (Date)
1	Suresh Mohanlal Gupta	30/09/2025	28/07/2025, 28/08/2025,20/09/2025
2	Nisha Vaibhav Gupta	30/09/2025	28/07/2025, 28/08/2025, 20/09/2025
3	Sushil Kumar Tibrewal	30/09/2025	28/07/2025, 28/08/2025, 20/09/2025
4	Vaibhav Suresh Gupta	30/09/2025	28/07/2025, 28/08/2025,20/09/2025
5	Saurabh Suresh Gupta	30/09/2025	28/07/2025, 28/08/2025,20/09/2025
6	Ganesh Prashad Ramnath Nayak	30/09/2025	20/09/2025
7	Sakshi Mishra	30/09/2025	20/09/2025

23.Managerial Remuneration:

The Section 197 of Companies Act, 2013 and (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 2026 is applicable to our company.

PROVISOIN RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND SENIOR MANAGEMENT

GENERAL:

The remuneration/Compensation/Commission etc. To Managerial person, KMP and Senior Management will be determined by the Committee and recommended to the Board of approval. The remuneration/Compensations/Commission etc. shall be subject to the prior /post approval of the shareholders of the company and such other approval, wherever required.

The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Act and Listing Regulations, and the rules made there under for the time being in force.

Increments to the existing remunerations/Compensation structure may be recommended by the committee to the Board which should be within the slabs approved by the shareholders in the case of Managerial Person.

The remuneration structure will have a right mix of guaranteed (fixed) pay, pay for performance and long term variable pay based on business growth and other factors such as growth in shareholder value to ensure that it is competitive and reasonable.

Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and for Senior Management for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

Remuneration to Managerial Person, KMPand Senior Management:

1) Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the board on the reeommendation of the committee in accordance with the statutory provisions of the Act and the rules made there under foi the time being in force. The break-up of the pay scale and quantum of perquisites including employers contribution to Provident Fund(s), pension scheme(s), medical expenses, club fees, etc. shall be decided and approved by the Board on the lecommendation ot the committee and approved by the shareholders and such other approval, wherever required.

2) Variable pay:

The Company may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfillment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable shall be based on performance against pre-determined financial and non-financial metrics.

3) Provision for excess remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, The Company shall pay remuneration to its Managerial Person draws or receives, directly by way of remuneration any such sums in excess of the limits prescribed under the Act or without such approval, wherever required, he/she shall refund such sums to the company and until such sum is refunded, hold it in trust for the company.

Remuneration to Non-Executive/Independent Director:

1) Remuneration/Commission:

The remuneration/Commission, if any, shall be in accordance with the statutory provisions of the Act and the rules made there under for the time being in force.

2) Sitting Fees:

The Non-Executive/Independent Director may receive remuneration by way of fess for attending meetings of board or Committee thereof.

Provided that the amount of such fees shall not exceed the maximum amount as provided in the Act, per meeting of the Board or Committee or such amount as may be prescribed from time to time.

3) Limit of Remuneration/Commission:

Remuneration/Commission may be paid to non-Executive Directors within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company Computed as per the applicable provisions of the Act.

24.Directors Responsibility Statement:

The Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period under review;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. That the Director had prepared the annual accounts for the year ended 31^st March, 2026 on a going concern basis.

5. The Director had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

25. Related Party Policy:

There where contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year or furnished in form AOC -2 and Attached as Annexure I of the Report.

None of the Directors or KMPs had any pecuniary relationship or transaction with company during FY 2025-26

26. Particu!ars of contracts or arrangements with related parties:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Further, the particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third provision thereto shall be maintained. The provision of disclosure in Form No. AOC-2.and Attached as Annexure I of the Report.

27. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company has not made any investment as of 31^st March,2026 so there is no Subsidiary/Joint Ventures/Associate Companies.

28. Vigil Mechanism/Whistle Blower Mechanism:

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Fraud Risk Management Policy (FRM) to deal with instances of fraud and mismanagement, if any. These FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

29. Auditors Report/ Secretarial Audit Report:

The observation made in the Auditors¹ Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the not applicable provision for obtaining a secretarial audit report.

30. Statutory Auditors:

In accordance with the provision of Section 139 & 141 of the Company Act 2013 and the Companies (Audit & Auditors Rules, 2014 the Member of Company in their Annual General Meeting held on 30th September,2024 appointed M/s. B.M. Gattani & Company Chartered, having Firm Registration No. 1 13536W as the Statutory Auditors of the Company from the Company from the conclusions of Annual General Meeting of the Company held in the year 2029 and they continue to hold office as the Statutory Auditors of the Company.

31. Secretarial Auditor:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

Company is unlisted public company and has whole time company secretary on board. Whereas we are getting Compliance report from Practicing Company Secretary time to time for good governance.

32. Maintenance of Cost records and Cost Audit

Pursuant to Section 148 of the company Act, 2013 and the Companies (Cost Records and Audit) Rules 2014 the Company has maintained the cost records.

33. Business Risk Management/ Risk Management Policy:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 the company has constituted a business risk management policy and board time to time evaluate the same as required.

34. Details of application made or proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year and status as at the end of the financial year.

There are no proceeding admitted against the Company under the insolvency and Bankruptcy Code, 2016.

35. Particulars of employees:

Statement of Particulars of employees pursuant to the Companies and Remuneration of Managerial Personnel) Rules, 2014 - The same is applicable to our company.

36. Significant and Material Orders Passed by the Regulators or Courts:

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

37. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been 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.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

38. Transfer of Amounts to Investor Education and Protection Fund:

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefor there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

39. Acknowledgements:

The Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

They also wish to place on record their gratitude for the Confident placed in them by the banks & financial institutions they are associated with. Further, The Directors wish to thank the various regulatory authorities, business associated and clients for their valued Co-operation

	By The Order of the Board
	For VamaWovenfab Limited
	(Formerly Known as Varna Wovenfab Private Limited!
	Suresh Mqhcmlai Gupta
	Chairman
Place: Mumbai	DIN-01669094
Date: 12/06/2026