Your directors are pleased to present the 34th Annual Report of the Company
together with the Audited Financial Statements of the Company for the financial
year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

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

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 31st March, 2026.

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

In accordance with the provisions of Section 92(3) of the Companies Act, 2013,
read with Rule 12 of the Companies (Management and Administration) Rules,
2014, the Annual Return of the Company is available on the website of the
Company and can be accessed at the following link:

https://www.vandanafashion.com/investor-relation

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

The Board of Directors met 23 (Twenty-Three) times on 01.04.2025,28.04.2025,

06.05.2025, 16.05.2025, 17.05.2025, 19.05.2025, 21.05.2025, 22.05.2025,

23.05.2025, 27.05.2025, 30.05.2025, 13.06.2025, 18.06.2025, 25.06.2025,

18.07.2025, 08.09.2025, 23.09.2025, 14.10.2025, 14.11.2025, 05.01.2026,

06.02.2026, 07.02.2026, 13.03.2026, during the year under review as detailed in
Point 3 of Corporate Governance Report annexed to this report.

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

Your directors confirm 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 on March 31,
2026 and profit of the company for the year ended March 31, 2026;

(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 Directors had laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and were operating
effectively.

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

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

5. AUDITORS & AUDIT REPORTS

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 Auditor from the conclusion of ensuing Annual General Meeting
till the Annual General Meeting to be held in the year 2028.

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014,
M/s S. R. & Associates, Practicing Company Secretaries, were appointed to carry
out Secretarial Audit of the Company. The Secretarial Audit Report forms part of
this report marked as Annexure-A.

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

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

6.2 The Company has made investment in other bodies corporate 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."

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

7. 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. 32.

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

The Company was incorporated on 04^th day of May, 1992 having CIN
L17299WB1992PLC055341 in Kolkata, West Bengal. The Company has earned
income by way of Manufacturing and trading of sarees, plain weave & cotton kurti
fabric and other dress materials during the year under review.

During the year under review, the Equity Shares of the Company were listed on
the NSE Emerge (SME) Platform of NSE Limited on 04th June, 2025.

Accordingly, the Company is presently a listed public company and its Equity
Shares are listed on the NSE Emerge (SME) Platform of NSE Limited.

9. RESERVES

The Company has not transfer any amount in reserves during the year under
review.

10. DIVIDEND

The board has decided to retain its earnings for future endeavors. Hence, no
dividend has been recommended by the Board for the year ended March 31, 2026.

11. 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

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

Subsequent to the close of the financial year, the Members of the Company, at
the Extra-Ordinary General Meeting held on 07th April, 2026, approved the
enhancement of the borrowing limits of the Company pursuant to the applicable
provisions of the Companies Act, 2013. The enhanced borrowing limits will enable
the Company to meet its future business requirements and support its growth and
expansion plans.

Except as stated above, there have been no other material changes or
commitments affecting the financial position of the Company between the
end of the financial year and the date of this Report.

12. SHARE CAPITAL12.1. Authorized Share Capital

The Company has an authorised share capital of ^23,50,00,000, divided into
2,35,00,000 Equity Shares of ?10/- each.

12.2. Issued, Subscribed and Paid-Up Share Capital

The issued, subscribed and paid-up share capital of the Company as on March 31,
2026 is Rs. 23,29,48,090 divided into 2,32,94,809 equity shares of Rs. 10/- each.

The company has raised money through Initial Public Offer ("IPO") and has got
listed on NSE-SME platform on 04th June, 2025 by fresh issue of 6,198,000 fully-
paid-up equity shares of face value of Rs. 10 each at a premium of Rs. 35 each.

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

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

14. RISK MANAGEMENT POLICY

The Board has framed a Risk Management Policy for the Company in order to
detect, mitigate and prevent risk both internal and peripheral arising to the
Company. The Board makes regular assessment and monitoring of the same policy
time to time in order to be at par with changing situations, scenarios and
circumstances of the market.

15. CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014, and amended
from time to time, the Company has constituted a Corporate Social Responsibility
(CSR) Committee in FY 2025-26, as the applicability criteria under Section 135
were met during the year.

The CSR expenditure liability of the Company for the Financial Year 2025-26
amounted to ?12,89,164. Further, an amount of ?97,170, being the unspent
CSR amount pertaining to the previous financial year, was also required to be
dealt with in accordance with the applicable provisions of the Companies Act,
2013.

During the Financial Year 2025-26, the Company incurred CSR expenditure of
?14,01,150, which included a contribution of ?4,22,000 made by way of cheque.
The balance amount was spent directly towards providing assistance to poor and
needy persons.

Accordingly, the Company has incurred CSR expenditure in excess of its CSR
obligation for the Financial Year 2025-26. The Company shall deal with such
excess expenditure and the unspent amount pertaining to the previous financial
year in accordance with the applicable provisions of Section 135 of the Companies
Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

17. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There had been no change in the nature of business of the company during the
year.

18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review and up to the date of this Report, there was no
change in the composition of the Board of Directors and Key Managerial
Personnel of the Company.

The company has received declaration from all the Independent Directors that
they meet the criteria of Independence as envisaged under the provisions of
Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.

19. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS

The company has devised a policy for performance evaluation of the individual
directors, board and its committees, which includes criteria for performance
evaluation.

Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 and
Regulation 17(10) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual performance evaluation
of its own performance, the directors individually as well as working of the
committees of the board. The Board performance was evaluated based on inputs
received from all the directors after considering criteria such as board
composition/ structure, effectiveness of board/ committee processes and
information provided to the board, etc. A separate meeting of the Independent
Directors was also held during the year for evaluation of performance of non¬
independent directors.

20. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee of the Board has devised a policy
for selection and appointment of Directors, Key Managerial Personnel and Senior
Management Employees and their remuneration. The committee has formulated
the criteria for determining qualifications, positive attributes and independence of
a director. The policy on the above is attached herewith as Annexure-B.

21. CORPORATE GOVERNANCE

The company is complying with corporate governance standards as envisaged
under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 and has formed a framework in
this regard. The corporate governance report has been attached herewith and
marked as Annexure-C.

A certificate from Statutory Auditor of the Company M/s J.B.S. & Co, Chartered
Accountants (Firm Registration No. 0323734E) conforming compliance to the
conditions of Corporate Governance as stipulated under para E of Schedule V of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is
enclosed to this report.

21. VIGIL MECHANISM

In accordance with section 177 of the Companies Act, 2013, the Company has
formulated a Vigil Mechanism Policy to address the genuine concerns, if any, of
the directors and employees. Detail regarding the said policy has been given in
Corporate Governance Report which forms part of this report.

22. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

The Company does not have any Subsidiary Company and neither has it entered
into 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.

23. 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.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/
COURTS/ TRIBUNALS

To the best of our knowledge the Company has not received any such order by
Regulators, Courts or Tribunals during the year under review which may impact
the Going Concern status or the Company's operations in future during year under
review. The Company has complied with all the requirements of the Uniform
Listing Agreement/ Listing Regulations with the Stock Exchanges as well as
regulations and guidelines of SEBI.

25. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENT RULE 8 OF
COMPANY (ACCOUNTS) RULES, 2014}

The Company has adequate Internal Financial Control System commensurate with
the operations of the company including adherence to company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation
of reliable financial information and to monitor and ensure compliance with
applicable laws, rules and regulations.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures to be provided pursuant to section 197(12) of the Companies Act,
2013 read with Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 has been provided herewith marked as
Annexure-D.

27. 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 as defined under section 447 of the
Companies Act, 2013 or abuse to the appropriate responsible officials of the
Company. No fraud on or by the company has been reported by the Statutory
Auditors.

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

The company has got no scheme passed for issue of equity shares based upon
Employee Stock Option. Hence, the disclosures as required pursuant to Rule 12(9)
of Companies (Share Capital & Debentures) Rules, 2014 is not applicable to the
company for the year under review.

29. DISCLOSURE UNDER SEXUAL HARRASSE MNT 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 sexual harassment
at workplace in line with the provisions of the Sexual Harassment of Women at
workplace (Prevention, Prohibition And Redressal) Act, 2013 and the rules
thereunder.

During the financial year 2025-2026:-

30. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961,
as amended. While no employee availed maternity benefits during the financial
year under review, the Company remains fully committed to providing such
benefits as and when applicable.

31. 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

No application was made or proceedings were pending under the Insolvency and
Bankruptcy Code, 2016 (31 Of 2016) during the financial year.

32. CAUTIONARY STATEMENT

Members and readers are cautioned that in the case of data and information
external to the Company, no representation is made on its accuracy or
comprehensiveness though the same are based on sources believed to be reliable.
Utmost care has been taken to ensure that the opinions expressed by the
management herein contain its perceptions, as on the date of the report, on the
material impacts on the Company's operations, but it is not exhaustive as they
contain forward looking statements which are extremely dynamic and increasingly
fraught with risk and uncertainties. Actual results, performances, achievements or
sequence of events may be materially different from the views expressed herein.

33. ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels
for their hard work, dedication and commitment. The enthusiasm and unstinting
efforts of the employees have enabled to remain at the forefront of the Company.

The Directors would like to thank shareholders, government agencies, bankers &
all other business associates for their continued support during the year. We place
on record our appreciation for the contributions made by the employees at all
levels.

For and on behalf of the Board

Sd/- sd/-

Prabhu Lohia Gyanesh Lohia

Date:21st August,26 Managing Director Whole-Time Director

Place: Kolkata DIN: 02621416 DIN: 02621425