N R Vandana Tex Industries Ltd

To The Members,

Your Directors are pleased to present Board Report of the Company together with the Audited Accounts of the Company for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year under review along with previous year figures is summarized below:

Amount in Rs.

Note: As per requirement of Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI). In accordance with the provision of section 136(1) of the Companies Act, 2013, the standalone and the Consolidated Financial Statements have been annexed with the Directors Report of the Company and form part of the Annual Report for the financial year ended 31^st March, 2024.

2. WEB-LINK OF ANNUAL RETURN / EXTRACT OF ANNUAL RETURN:

With the notification of the Companies (Management and Administration) Amendment Rules 2021, dated 05th March 2021 ('Amendment notification 2021') the erstwhile Rule 12 of the MGT Rules has been substituted to do away with the requirement of attaching the extract of annual return with the Board's report completely. Companies, not having

a website, are not required to attach either extract or the annual return itself in the Board's report.

Therefore, since the company does not have a functional, dedicated website, so the requirement of placing the annual return on the website of the company does not arise.

3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Number of Meetings of the Board held during the financial year ended on 31.03.2024 is detailed as below:

4. DIRECTORS' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 134(3) (c) OF THE COMPANIES ACT, 2013

Your Directors confirms that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

(ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and the Profit of the Company as per the Audited Financial Statements of the Company for the year ended 31^st March, 2024;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis;

(v) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. EXPLANATIONS TO AUDITORS' REMARKS

The observation made in the Auditors' Report are self explanatory and therefore do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

6. STATUTORY AUDITORS

Mr. J B S & CO., Chartered Accountants, (FRN: 323734E), was re- appointed as the Statutory Auditor of the Company for a term of five years commencing from 1^st day of ^! April, 2023 to 31^st day of March, 2028.

Pursuant to Companies Amendment Act, 2017 dated 07.05.2018, the Company henceforth does not require to place the matter relating to re-appointment of auditor for ratification by members at every annual general meeting. Therefore, M/s. J. B. S. & Company, Chartered Accountant (FRN: 0323734E) shall continue to hold the office of i Auditor from the conclusion of ensuing Annual General Meeting till the Annual General Meeting to be held in the year 2028.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

7.1 The Company has not made loan to body corporate within the specified limit as mentioned under Section 186 of the Companies Act, 2013.

7.2 The Company has made investment in other bodies corporate within the specified limit as mentioned under the provisions of Section 186 of the Companies Act, 2013. The detailed disclosure of which has been given in the financial statement under the head "Non Current Investments."

7.3 During the year under review, the Company has not provided any guarantees to other bodies corporate.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has entered into transaction with related parties during the year as defined under Accounting Standard-18, issued by the Institute of Chartered Accountants of India. The detailed Disclosure has been made in Additional Notes under point No. 30.

9. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The Company was incorporated on 04^th day of May, 1992 having CIN U17299WB1992PTC055341 in Kolkata, West Bengal. The Company has earned income by way of Manufacturing and trading of dhara, plain weave & cotton kurti fabric and other dress materials during the year under review. The name of the Company has been changed from N R Design Centre Private Limited to N R Vandana tex Industries Private Limited w.e.f 01.05.2024 which is consonance with the principal objects of the company.

10. RESERVES

The Company has transferred Rs. 418.24 Lakhs in reserves during the year under review.

11. DIVIDEND

The Board has decided to retain its earnings for future endeavors. Hence no Dividend has been recommended by the Board for year ended 31^st March, 2024.

12. SHARE CAPITAL

The Company has issued 3,60,050 Equity Shares of Rs. 10/- each at a premium of Rs. 90/- per share against the conversion of unsecured loan amounting Rs. 36,00,05,091/- from body corporate

13. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO j

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

15. RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated and adopted Risk Management Policy. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, continuous risk monitoring, its measurement and mitigation measures. The policy emphasizes on enhancing shareholders value on overall basis.

16. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company does not fall under the criteria of Section 135 of Companies Act, 2013.

17. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the Company during the year. I

18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL j

There is no change in the Board of Directors and/ or Key Managerial Personnel of the Company. I

19. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary Company and neither has it entered into j any joint ventures during the year under review. However, the Company has 1 (One) Associate Companies namely M/s. Kaberi Sales Private Limited. The particulars of Subsidiary/ Joint Venture of the Company as required pursuant to the provision of section 129(3) of the Companies Act, 2013 is not required for the year under review.

20. DEPOSITS

During the year under review the Company has not accepted or renewed any deposits under Section 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of ! Deposits) rules, 2014 from Public during the year under review.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / ^!

COURTS /TRIBUNALS

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.

22. PARTICULARS OF EMPLOYEES

Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

23. FRAUD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT ACT, 2015)

The Company has adopted best practices for fraud prevention and it follows confidential, anonymous reporting about fraud or abuse to the appropriate responsible officials of the Company. No fraud on or by the company has been reported by the Statutory Auditors.

24. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY, ESOS, ETC

Disclosure of issue of Equity Shares with Differential Voting Rights, Sweat Equity,

ESOS, etc is not applicable for the Company.

25. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF SHARES TO WHICH THE SCHEME RELATES

Section 67(3) read with Rule 16 of Companies (Share Capital & Debenture) Rules, 2014 is not applicable for the Company.

26. DISCLOSURE UNDER SEXUAL HARRASSEMNT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has ; adopted a policy on prevention, prohibition & redressal of the Sexual Harassment of women at workplace (Prevention, Prohibition& Redressal) Act, 2013 and the rules there under: I

During the financial year 2023-2024, the Company has not received any complaints of sexual harassment.

27. DETAILS OF APPLICATION/ ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 j

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2013) during the Financial Year.

28. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one time settlement during the year review hence no disclosure is required.

29. ACKNOWLEDGEMENT

The Directors would like to thank shareholders, government agencies, bankers & all other business associates for their continued support during the year.