Varyaa Creations Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors are pleased to present their Report together with the audited financial statements of your
Company for the year ended 31st March, 2025.

SUMMARISED FINANCIAL RESULTS:

The summarized financial results are given below:

(''In Lakhs)

Particulars	2024-2025	2023-2024
	Standalone	Standalone
Revenue from Operations	3134.33	2139.93
Other Income	-	43.55
Total Income	3134.33	2183.48
Expenses
Raw Material Consumed	2997.11	1177.62
Purchase of Stock In Trade	99.58	34.49
Changes in inventories of finished goods and work-in-process and stock-in-trade	(173.18)	518.26
Other Direct costs	25.11	-
Employee benefits expenses	47.44	21.81
Depreciation and amortization expense	1.27	0.46
Finance Cost	1.63	--
Other expenses	48.04	27.40
Profit / (loss) from operations before extra ordinary items and tax	87.34	403.43
Extraordinary Items		-
Profit/(loss) after Extraordinary Items and before tax	87.34	403.43
Tax Expense: Current Tax	27.00	101.48
Short/(Excess) provisions of earlier years	19.14
Deferred tax (credit) /charge	0.86	0.07
lncome-Tax of Earlier Year		-
Net Profit / (loss) for the period	42.06	301.88

BUSINESS OUTLOOK:

The Company is striving hard for increasing profits from year to year. The total revenue from the operations
for the year ended March 31,2025 amounted to '' 3134.33 lacs and the profit of '' 42.06 lakhs for year ended
March''2025.

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 2024-2025 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, 2025.

The preparation of consolidated financial statement is not applicable to the company as there is no subsidiary.
DIVIDEND:

The Board of Directors after considering various factors including expansion and to conserve resources, has
deemed it prudent not to recommend any final dividend on equity shares for the year ended 31st March,
2025.

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, 2025.

SHARE CAPITAL:

The Paid up Equity Share Capital of the Company as on March 31, 2025 was '' 3,45,00,000 divided into
34,50,000 Equity shares having face value of '' 10 each. During the year under review, the Company has
not issued any shares with differential 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 Company''s 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, 2025.

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 Company''s Financial Statements are prepared on the basis of the Significant Accounting 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 Company''s 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 Company''s 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:

M/s N B T & Co, Chartered Accountants have tendered their resignation as Statutory Auditors owing to their
personal reasons. This has resulted into a casual vacancy in the office of Statutory Auditors of the Company
as envisaged by Section 139(8) of the Companies Act, 2013. The Board of Directors of the Company
recommended the appointment of M/s Hiren Buch Associates, Chartered Accountants (Firm Registration
No. 116131W) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation
of M/s N B T & Co. Accordingly, shareholders'' approval by way of ordinary resolution is sought.

M/s Hiren Buch Associates, Chartered Accountants (Firm Registration No. 116131W), have conveyed their
consent for being appointed as the Statutory Auditors of the Company along with a confirmation that, their
appointment, if made by the members, would be within the limits prescribed under the Companies Act,
2013 and shall satisfy the criteria as provided under section 141 of the Companies Act, 2013 regarding
appointment of statutory auditors.

M/s Hiren Buch Associates, Chartered Accountants has conducted the statutory audit for the FY 2024-2025
on account of casual vacancy caused by resignation of M/s. NBT & CO, Chartered Accountants.

Further, the Auditors'' Report given by M/s Hiren Buch Associates, Chartered Accountants for FY 2023-2024
is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

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 2024-2025

The Company has annexed to this Board''s Report as Annexure II , a Secretarial Audit Report for the
Financial Year 2024-2025 given by the Secretarial Auditor. The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark or disclaimer.

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

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, 2025, the Board of Directors comprises of Five Members, consisting of Two Executive
Directors , One Non-Executive & Non Independent Directors and Two Independent Directors .

The above changes in composition of board of directors has been taken place after the close of financial year

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) is appointed as an Additional Non Executive Director w.e. f 28th
May, 2025 who shall be regularized as the Director in the ensuing AGM.

4. Ms. Kinjal Parkhiya (DIN: 10553695) is appointed as an Additional Non Executive Independent Director
w.e. f 28th June , 2025 who shall be regularized as the Director in the ensuing AGM.

5. Ms. Saloni Sonkar (DIN No 11238725) is appointed as an Additional Non Executive Independent
Director w.e. f 30th August, 2025 who shall be regularized as the Director in the ensuing AGM.

RETIREMENT BY ROTATION:

In terms of Section 152(6) of the Companies Act, 2013, (hereinafter referred to as “Act”) Mrs Pooja Naheta
(DIN: 03548285) retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being
eligible, has offered for their reappointment.

SIGNING OF DIRECTORS REPORT

The Director''s report shall be signed solely by Mrs. Pooja Naheta , Managing Director and Chairman 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 that they

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 2025 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, fulfilment of 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 Committee''s 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 Company''s 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, 2025, 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 care for the maintenance of adequate accounting
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, 2025
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 adequate and operating effectively.

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 2025, Four Board Meetings were held on the following dates:
30th May, 2024, 06th September, 2024, 08th November, 2024 and 14th November, 2024.

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

The 19th AGM of the Company was held on Monday 30th September'' 2024, at registered office of the
Company at 03.00 p.m.

The 18th AGM of the Company was held on Saturday 30th September'' 2023, at registered office of the
Company at 03.00 p.m.

The Company conducted one Extra ordinary general meeting on 06th December, 2024 at the registered
office of the Company

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 Meetings are conducted in an informal and flexible manner to enable the Independent Directors to
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.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders''
Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee and
meetings of those Committees held during the year is given in the Corporate Governance Report.

AUDIT COMMITTEE:

As on 31st March, 2025, the Committee comprises of three Directors viz. Mrs. Nivedita Sen (Chairperson of
the Committee), Mr. Tathagata Sarkar and Mrs. Sarika Naheta. All the Members of the Committee are Non¬
Executive Directors and possess strong accounting and financial management knowledge. The Company
Secretary of the Company is the Secretary of the Committee.

All members of the Audit Committee are financially literate and possess accounting and financial management
knowledge.

The members to take note that the Board of directors at its meeting held on 30th August, 2025 has
reconstituted the Audit Committee viz. Ms. Kinjal Parkhiya (Chairperson of the Committee), Ms. Saloni
Sonkar and Mrs. Sarika Naheta.

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

NOMINATION AND REMUNERATION COMMITTEE:

As on 31st March, 2025, the Committee comprises of three Directors viz. Mr. Tathagata Sarkar (Chairperson
of the Committee), Mrs. Nivedita Sen and Mr. Srinivas Kudikyala.

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.

The members to take note that the Board of directors at its meeting held on 30th August, 2025 has
reconstituted the Nomination and Remuneration Committee viz. Ms. Kinjal Parkhiya (Chairperson of the
Committee), Ms. Saloni Sonkar and Mr. Srinivas Kudikyala.

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, 2025, the Committee comprises of three Directors viz. Mr. Tathagata Sarkar (Chairperson
of the Committee), Mrs. Nivedita Sen and Mr. Srinivas Kudikyala.

The members to take note that the Board of directors at its meeting held on 30th August, 2025 has
reconstituted the Nomination and Remuneration Committee viz. Ms. Kinjal Parkhiya (Chairperson of the
Committee), Ms. Saloni Sonkar and Ms. Sarika Naheta.

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, 2025.

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 Company''s

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 arm''s length basis.

The Company has not entered into Material Related Party Transactions as per the provisions of the Act and a
confirmation to this effect as required under section 134(3) (h) of the Act is given in Form AOC-2 as Annexure
III, which forms part of this Boards'' 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 control and mitigation the same through a proper defined framework.

The Company manages monitors and reports on the principle risks and uncertainties that can impact its
ability to achieve its strategic objectives. The Company''s 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, 2025, 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
2024-2025 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 from
time to time. The Act provides for maternity leave, medical bonus, and other benefits to female employees.

During the financial year 2024-2025, 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 Company''s 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
support, 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

Place: Mumbai Managing Director

Date: 02nd September, 2025 DIN: 03548285

Registered Office:

1, Floor - 3rd, Plot 5/1721,Kailash Darshan, Jagannath Shankarseth Marg,

Kennedy Bridge, Gamdevi, Grant Road, Grant Road,

Mumbai - 400007
CIN: U36910MH2005PLC154792
E-mail: [email protected]
Website: www.varyaacreations.com

---

Mar 31, 2024

Your directors are pleased to present their Report together with the audited financial statements of your Company for the year ended 31st March, 2024.

SUMMARISED FINANCIAL RESULTS:

The summarized financial results are given below:

			(''In Lakhs
	Particulars	2023-2024	2022-2023
		Standalone	Standalone
	Revenue from Operations	2139.93	522.70
	Other Income	43.55	15.32
	Total Income	2183.48	538.03
	Expenses
	Raw Material Consumed	1177.62	--
	Purchase of Stock In Trade	34.49	1902.72
	Changes in inventories of finished goods and work-in-process and stock-in-trade	518.26	-1482.82
	Employee benefits expenses	21.81	3.51
	Depreciation and amortization expense	0.46	0.08
	Finance Cost	--	2.47
	Other expenses	27.40	1.57
	Profit / (loss) from operations before extra ordinary items and tax	403.43	110.50
	Extraordinary Items	-	-
	Profit/(loss) after Extraordinary Items and before tax	403.43	110.50
	Tax Expense: Current Tax	101.48	31.56
	Short/(Excess) provisions of earlier years
	Deferred tax (credit) /charge	0.07	-
	lncome-Tax of Earlier Year	-	-
	Net Profit / (loss) for the period	301.88	78.93

BUSINESS OUTLOOK:

The Companies growth considering the past few years'' performance has increased. The Company is striving hard for increasing profits from year to year. The total revenue from the operations for the year ended March 31, 2024 amounted to '' 2183.48 lacs and the profit of '' 301.88 lakhs for year ended March''2024.

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. 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, 2024.

The preparation of consolidated financial statement is not applicable to the company as there is no subsidiary. DIVIDEND:

The Board of Directors after considering various factors including expansion and to conserve resources, has deemed it prudent not to recommend any final dividend on equity shares for the year ended 31st March, 2024.

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, 2024.

SHARE CAPITAL:

The Paid up Equity Share Capital of the Company as on March 31, 2024 was '' 3,45,00,000 divided into 34,50,000 Equity shares having face value of '' 10 each. During the year under review, the Company has not issued any shares with differential 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 Company''s 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, 2024.

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 Company''s Financial Statements are prepared on the basis of the Significant Accounting 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 Company''s 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 Company''s 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:

M/s. NBT & CO, Chartered Accountants, Mumbai (Firm Reg no. 140489W) continues to be as Statutory auditors of the company whose term expires in AGM of 2025.

Further, the Auditors'' Report given by M/s. NBT & CO, Chartered Accountants for FY 2023-2024 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

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 2023-2024 wef 05th April, 2024.

The Company has annexed to this Board''s Report as Annexure II , a Secretarial Audit Report for the Financial Year 2023-24 given by the Secretarial Auditor. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

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

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, 2024, the Board of Directors comprises of Five Members, consisting of Two Executive Directors , One Non-Executive & Non Independent Directors and Two Independent Directors .

RETIREMENT BY ROTATION:

In terms of Section 152(6) of the Companies Act, 2013, (hereinafter referred to as “Act”) Mr. Sarika Amit Naheta (DIN: 03515120) retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, has offered for their reappointment.

Appointment/Re-appointment

During the financial year 2023-2024 there were no changes in composition of board of directors of the company.

SIGNING OF DIRECTORS REPORT

The Director''s report shall be signed solely by Mrs. Pooja Naheta , Managing Director and Chairman 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 that they 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 2024 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, fulfilment of 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 Committee''s 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 Company''s values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.

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, 2024, 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 care for the maintenance of adequate accounting 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, 2024 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 adequate and operating effectively.

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 2024, Thirteen Board Meetings were held on the following dates: 28th May, 2023,11th July, 2023, 19th August'' 2023, 21st August'' 2023, 22nd August'' 2023, 25th August'' 2023, 30th August'' 2023, 06th September'' 2023, 08th September'' 2023, 09th September'' 2023, 22nd Sptember'' 2023, 12th January'' 2024 and 25th March, 2024.

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

The 18th AGM of the Company was held on Saturday 30th September'' 2023, at registered office of the Company at 03.00 p.m.

The 17th AGM of the Company was held on Friday 30th September'' 2022, at registered office of the Company at 02.00 p.m.

The Company conducted two Extra ordinary general meeting on 19th July'' 2023 and 11th September'' 2023 at the registered office of the COmpany

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 Meetings are conducted in an informal and flexible manner to enable the Independent Directors to 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.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

AUDIT COMMITTEE:

As on 31st March, 2024, the Committee comprises of three Directors viz. Mrs. Nivedita Sen (Chairperson of the Committee), Mr. Tathagata Sarkar and Mrs. Sarika Naheta. All the Members of the Committee are NonExecutive Directors and possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee.

All members of the Audit Committee are financially literate and possess accounting and financial management knowledge. The details of the same are provided in the Corporate Governance Report.

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

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, 2024.

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 Company''s

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 arm''s length basis.

The Company has not entered into Material Related Party Transactions as per the provisions of the Act and a confirmation to this effect as required under section 134(3) (h) of the Act is given in Form AOC-2 as Annexure III, which forms part of this Boards'' 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 control and mitigation the same through a proper defined framework.

The Company manages monitors and reports on the principle risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s 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, 2024, 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.

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 Company''s 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 support, cooperation, trust and assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.