Varyaa Creations Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present their Report together with the audited financial statements of your Company for the year ended 31st March, 2026.

SUMMARISED FINANCIAL RESULTS:

The summarized financial results are given below:

(Rs.In Lakhs)

Particulars	2025-2026	2024-2025
	Standalone	Standalone
Revenue from Operations	3492.74	3134.33
Other Income	4.15	-
Total Income	3496.89	3134.33
Expenses
Raw Material Consumed	3297.36	2997.11
Purchase of Stock In Trade	751.47	99.58
Changes in inventories of finished goods and work-in-process and stock-in-trade	(900.58)	(173.18)
Other Direct costs	57.16	25.11
Employee benefits expenses	53.48	47.44
Depreciation and amortization expense	1.11	1.27
Finance Cost	32.61	1.63
Other expenses	105.55	48.04
Profit / (loss) from operations before extra ordinary items and tax	98.73	87.34
Extraordinary Items
Profit/(loss) after ExtraordinaryItems tax and before	98.73	87.34
Tax Expense: Current Tax	24.86	27.00
Short/(Excess) provisions of earlier years	21.77	19.14
Deferred tax (credit) /charge	0.21	0.86
lncome-Tax of Earlier Year
Net Profit / (loss) for the period	51.90	42.06

BUSINESS OUTLOOK:

The Company is engaged in the business of manufacturing of jewellery and continues to focus on strengthening its manufacturing capabilities, improving operational and range of its products.

During the financial year under review, the Company witnessed challenging business conditions, including fluctuations in raw material prices, changing consumer preferences and competitive pressures in the jewellery industry. As a result, the Company recorded a net loss of 43.83 lakh during the financial year ended 31 March 2026, as compared to a net profit of 42.06 lakh in the previous financial year ended 31 March 2025.

Going forward, the Company remains focused on improving its operational performance, optimising costs, strengthening its product portfolio and exploring opportunities to expand its customer base and market presence. The Company will continue to leverage its manufacturing capabilities and industry experience to respond effectively to changing market requirements.

The management remains committed to improving profitability and achieving sustainable growth through better cost management, operational efficiencies, product diversification and strengthening of relationships. The Company will continue to monitor developments in the jewellery industry and take appropriate measures to enhance its financial and operational performance.

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

The Company got listed on BSE SME platform and trading of its shares commenced from 30th April, 2024.

No material changes and commitments have occurred after the closure of the Financial Year 2025-2026 till the date of this Report, which would affect the financial position of your Company.

We hope with constant monitoring, your Company will be able to achieve better revenue in next year.

SUBSIDIARY OF THE COMPANY:

The Company does not have any Subsidiary as on 31st March, 2026.

The preparation of consolidated financialstatement is not applicable to the company as there is no subsidiary.

DIVIDEND:

The Board of Directors after considering various factors and to conserve resources, has deemed it prudent not to recommend any final dividend on equity shares for the year ended 31st March, 2026.

TRANFSER TO RESERVES:

The Board of Directors of the Company has not recommended transfer of any amount to the General Reserve for the Financial Year ended March 31, 2026.

SHARE CAPITAL:

The Paid up Equity Share Capital of the Company as on March 31, 2026 was 4,79,00,000 divided into 47,90,000 Equity shares having face value of 10 each. During the year under review, the Company has not issuedanyshareswithdifferential rights, sweat equity shares and equity shares under Employees Stock

Option Scheme.

PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

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

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out as follows.

The Company constantly takes effective steps to attain energy conservation.

The Company does not employ any foreign technology which needs absorption or adaptation.

Relevant figures of foreign exchange earnings and outgo are given in notes to accounts paragraph annexed to the financial statements.

SEGMENT REPORTING:

Your Companys main business is "Jewels and Gems" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and hence, the segment wise reporting as defined in Ind AS 108 Operating Segments (Accounting Standards 17) is not applicable to the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of your Company during the Financial Year ended 31st

March, 2026.

INTERNAL FINANCIAL CONTROLS:

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineate the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The Code of Conduct for Senior Management and Employees of your Company (the Code of

Conduct) commits Management to financial and accounting policies, systems and processes. The Corporate

Governance Policies and the Code of Conduct stand widely communicated across your Company at all times.

Your Companys Financial StatementsarepreparedonthebasisoftheSignificantAccounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time.

CORPORATE GOVERNANCE:

Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. A Report on Corporate Governance is followed in law and spirit in the organization.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed analysis of your Companys performance is discussed in the Management Discussion and Analysis

Report, which forms part of this Annual Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for stakeholders including directors and employees of the Company and their representative bodies to freely report / communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Companys Code or Policies. The vigil mechanism is overseen by the

Audit Committee and provides adequate safeguards against victimization of stakeholders who use such mechanism.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has Zero Tolerance towards sexual harassment at the workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") to provide a safe, secure and enabling environment, free from sexual harassment. The Committee have been constituted to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of committee under the Act.

During the year the Company received NIL complaints. As on this date of this report, there are no complaints received by/ pending with the Company under POSH Act.

AUDITORS:

STATUTORY AUDITORS AND AUDITORS REPORT:

Mr. Hiren Buch of M/s CVB & Associates, Chartered Accountants (Firm Registration No. 116131W),

Chartered Accountants,were appointed as the Statutory Auditors of the Company at the Annual General

Meeting ("AGM") of the Company held on 30th September, 2025 , for a period of five consecutive hold office from the conclusion of the said AGM until the conclusion of the AGM to be held in the year 2030, subject to the provisions of the Companies Act, 2013.

The Statutory Auditors have confirmed that they are eligible to continue as Statutory Auditors of the Company and that their appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Auditors Report for the financial year ended 31 March 2026 forms part of the Annual Report.

Further, the Auditors Report given by M/s CVB Associates, Chartered Accountants for FY 2025-2026 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer therefore not call for any further comments or explanations by the Board of Directors.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ritesh Sharma,

Practicing Company Secretary (Certificate of Practice Number: 20742) to undertake the Secretarial Audit of the Company conduct the secretarial audit for FY 2025-2026

The Company has annexed to this Boards Report as Annexure II , a Secretarial Audit Report for the Financial Year 2025-2026 given by the Secretarial Auditor. The observations of the Secretarial Auditor regarding the delay in approval and submission of financial results are noted. The Company has taken necessary steps to strengthen its compliance and reporting mechanism to ensure timely approval and submission of results within the prescribed statutory and regulatory timelines and to avoid recurrence of such delays in future.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section

143(12) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL:

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mrs Akshita Agrawal – Company Secretary

**Mr. Santosh Gopale Chief Financial Officer

**During the financial year under review, Mrs. Sarika Naheta tendered her resignation from the position of Chief Financial Officer (CFO) of the Company with effect from 30th December, 2025.

Consequent to the above resignation, Mr. Santosh Gopale was appointed as the Chief Financial Officer (CFO) of the Company with effect from 30th December, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board places on record its appreciation for the valuable contribution and services rendered by Mrs.

Sarika Naheta during her tenure as Chief Financial Officer and welcomes Mr. Santosh Gopale in his new role.

DIRECTORS:

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act, with an appropriate combination of Executive, Non-Executive and Independent Directors.

As on 31st March, 2026, the Board of Directors comprises of Five Members, consisting of Two Executive

Directors , One Non-Executive & Non Independent Director and Two Independent Directors .

The above changes in composition of board of directors has been taken place during the year ended 31st March, 2025

1. Mrs. Nivedita Sen, Independent Director of the company has resigned from the post of director w.e.f 10th April, 2025

2. Mr. Tathagata Sarkar , Independent Director of the company has resigned from the post of director w.e.f

28th June, 2025

The Board places on record its sincere appreciation and gratitude for the valuable contributions, guidance, and dedicated service rendered by Mrs. Nivedita Sen and Mr Tathagata Sarkar during their tenure.

3. Mrs. Kusum Naheta (DIN: 03515133) who was appointed as an Additional Non Executive Director w.e.f

28th May, 2025 whose appointment was not approved by the shareholders, as none of the shareholders voted for the said resolution at the Annual General Meeting held on 30th September, 2025

4. Ms. Kinjal Parkhiya (DIN: 10553695) was appointed as a Non Executive Independent Director w.e. f 28th June , 2025.

5. Ms. Saloni Sonkar (DIN No 11238725) was appointed as a Non Executive Independent Director w.e. f

30th August, 2025.

RETIREMENT BY ROTATION:

In terms of Section 152(6) of the Companies Act, 2013, (hereinafter referred to as "Act") Mrs. Sarika Amit

Naheta (DIN: 03515120) retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, has offered for her reappointment.

RE-APPOINTMENT AND REVISION IN REMUNERATION

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has approved the re-appointment of Mrs. Pooja Naheta (DIN: 03548285) as the Managing Director of the Company for a further period of five (5) years with effect from 02nd September, 2026, subject to the approval of the members of the Company at the ensuing Annual General Meeting and such other approvals as may be required.

The Board has also approved the revision in remuneration payable to Mrs. Pooja Naheta, Managing Director and Mrs. Sarika Naheta, Executive Director from 1,00,000/- per month to 1,50,000/- per month, with effect from 02nd September, 2026 , subject to the approval of the members and in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The necessary resolution seeking approval of the members for the aforesaid re-appointment and revision in remuneration is included in the Notice convening the ensuing Annual General Meeting.

SIGNING OF DIRECTORS REPORT

The Directors report shall be signed solely by Mrs. Pooja Naheta , Managing Director and Chairperson of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, The Independent Directors of the Company have confirmed are registered in the Independent Directors data bank maintained by the IICA and unless exempted, have also passed the online proficiency self-assessment test conducted by IICA

The Board of the Company, after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, experience and proficiency to qualify as Independent Directors of the Company and are independent of the Management of the Company.

PERFORMANCE EVALUATION

The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof, Independent Directors and Chairman of the Company was carried out. Pursuant to the provisions of the

Act and the Listing Regulations, the NRC formulated criteria for effective evaluation of the performance of the Board, its Committees and Individual Directors. Accordingly, the performance evaluation of the Board, its committees and individual Directors was carried out by the NRC and the Board of Directors. Further, pursuant to Schedule IV of the Act and Regulation 17(10) of the Listing Regulations, the evaluation of Independent Directors was done by the Board of Directors.

The NRC at its meeting reviewed the evaluations and the implementation and compliance of the evaluation exercise done.

All Directors of the Company as on 31st March 2026 participated in the evaluation process. The evaluation exercise for the financial year, inter-alia, concluded the transparency and free-flowing discussions at meetings, the adequacy of the Board and its Committee compositions and the frequency of meetings were satisfactory. Suggestions have been noted for implementation. The Directors expressed their satisfaction with the evaluation process.

Evaluation of Committees:

The performance evaluation of Committees was based on criteria such as structure and composition of

Committees, attendance and participation of member of the Committees, fulfilmentof the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and

Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committees recommendation for the decisions of the Board, etc.

Evaluation of Directors and Board:

A separate exercise was carried out by the Governance, Nomination and Remuneration Committee ("GNRC") of the Board to evaluate the performance of Individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Board was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors. The performance evaluation the Executive Director of the Company was carried out by the Chairman of the Board and other Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE DIRECTORS:

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive Directors on matters related to the Companys values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(3) (c) and 134(5) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

That in the preparation of the accounts for the financial period ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• That 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 the period under review;

That the Directors have taken proper and sufficient records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That the Directors have prepared the annual accounts for the financial period ended 31st March, 2026 on a ‘going concern basis.

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

• The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequateandoperatingeffectively .

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Your Company has adopted a 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.

Policy on Directors Appointment

Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that –

• There has never been union since incorporation and is not likely to be there in view of cordial relation with workers. As such the Board felt that there is no need to form policy for unionized workers.

Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non

Unionized) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

• For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

BOARD MEETINGS:

During the Financial Year ended 31st March 2026, Eight Board Meetings were held on the following dates: 14th April, 2025, 13th May, 2025, 28th May, 2025, 28th June, 2025, 30th August, 2025, 02nd September,

2025, 25th November, 2025 and 30th December, 2025.

ANNUAL GENERAL MEETING and EXTRA ORDINARY GENERAL MEETING (AGM/EOGM):

The 20th AGM of the Company was held on Tuesday 30th September 2025, through Video Conferencing at 03.00 p.m.

The 19th AGM of the Company was held on Monday 30th September 2024, through Video Conferencing at

03.00 p.m.

MEETINGS OF INDEPENDENT DIRECTORS:

The Independent Directors of your Company often meet before the Board Meetings without the presence of the Chairman of the Board or the Executive Director or other Non-Independent Directors or Chief Financial

Officer or any other Management Personnel

These Meetingsareconductedin flexiblemanner to enable the Independent Directors to informaland discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the

Executive and Non-Executive Directors), 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.

The Board usually meet once in the start of financial year, the details of which are given in the Corporate

Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE:

As on 31st March, 2026, the Committee comprises of three Directors viz. Ms. Kinjal Parkhiya, Non-Executive and Independent (Chairperson of the Committee), Ms. Saloni Sonkar, Independent Director and Mrs. Sarika

Naheta, Executive Director. All the Members of the Committee possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee.

During the year, Two (2) Audit Committee meetings were held on the following dates:

28th June, 2025

25th November, 2025

and possess accounting and financial management AllmembersoftheAuditCommitteearefinancially knowledge.

All the recommendations of the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

As on 31st March, 2026, the Committee comprises of three Directors viz. Ms. Kinjal Parkhiya, Non-Executive and Independent (Chairperson of the Committee), Ms. Saloni Sonkar, Independent Director and Mr. Srinivas Kudikyala, Non Executive Director.

During the year, Two (2) Nomination and Remuneration Committee meetings were held on the following dates: 30th August, 2025 30th December, 2025

The policy formulated under Nomination and Remuneration Committee are in conformity with the requirements as per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company had Constituted

Nomination and Remuneration Committee to decide and fix payment of remuneration and sitting fees to the Directors of the Company as per provisions u/s 178 of the Companies Act, 2013.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Board of Directors was constituted in line with the provision of Regulation 20 of SEBI (LODR) Regulations 2015 read with section 178 of the Act to looks after Shareholders/Investors Grievance like redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports etc.

As on 31st March, 2026, the Committee comprises of Ms. Kinjal Parkhiya, Non-Executive and Independent

(Chairperson of the Committee), Ms. Saloni Sonkar, Independent Director and Mrs. Sarika Naheta, Executive Director.

During the year, one meeting of committee was held on 28th June, 2026.

CODE OF CONDUCT:

Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and

Senior Management Personnel of your Company have complied with the code as mentioned hereinabove.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31 March, 2026.

SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company

Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

The Company has in place a process for approval of Related Party Transactions and on dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions, as applicable, along with the justification are provided to the Audit Committee in terms of the Companys

Policy on Materiality of and on Dealing with Related Party Transactions and as required under SEBI Master Circular Number SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July, 2023. All Related Party Transactions entered during the year were in the ordinary course of business and on an arms length basis.

The Company has not entered into Material Related Party Transactions as per the provisions of the Act.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in

Form AOC-2 is not applicable to the Company for FY26 and hence, does not form part of this integrated report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Details of Loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement forming part of this annual report.

RISK MANAGEMENT:

The Company has laid down a well-defined risk management policy. The Board periodically reviews the risk and suggests steps to be taken to controlandmitigationthesamethrough definedframework . proper

The Company manages monitors and reports on the principle risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors that governs how the Group conducts the business of the Company and manages associated risks.

PARTICULARS OF EMPLOYEES:

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company are annexed to this report as ‘Annexure I.

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of the limits set out in the said Rules.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions relating to Corporate Social Responsibility (CSR) under section 135 of the Companies Act, 2013 are not applicable to the Company.

ANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at : www.Varyaacreations.com.

INTER-SE TRANSFER OF SHARES AMONG PROMOTERS:

As on 31st March, 2026, there were inter-se transfer of shares among promoters which is carried out in compliance with the provision of the Companies Act, 2013 and proper records has been maintained in this regard.

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

The Company has Zero Tolerance towards sexual harassment at the workplace. A detailed POSH Policy is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act"). The POSH Policy of the Company is available on the website of the Company.

The details of complaints relating to sexual harassment received and disposed of during the financial year 2025-2026 are as follows:

Number of complaints of sexual harassment received	NIL
Number of complaints disposed of during the year	NIL
Number of complaints pending for more than 90 days	NIL

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended time to time. The Act provides for maternity leave, medical bonus, and other benefits to female employees.

During the financial year 2025-2026, the Company ensured that:

All eligible women employees were granted maternity leave and benefits as prescribed under the Act.

• No discrimination was made against women employees on grounds of maternity.

The Company remains committed to promoting a gender-inclusive and supportive workplace by ensuring full compliance with all provisions related to maternity benefits.

OTHER DISCLOSURES:

1. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy

Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

2. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

Your directors further state that during the year under review, there were no cases filed pursuant to the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express and place on record their appreciation for the continued supp ort, cooperation, trust and assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.

	For and on behalf of the Board
	Pooja Naheta
	Managing Director
	DIN: 03548285
Place: Mumbai
Date: 02nd September, 2026