The Board of Directors of the Company hereby have pleasure in presenting the Twenty-Third Annual Report and the
audited Annual Accounts on the business and operations of the Company for the year ended March 31, 2025 (“year under
review”/ “FY 24-25”).

Financial Highlights

Your Company’s financial performance for the year under review is summarized below:

(INR in Million)

State of the Company’s Affairs

During the year under review, the Company recorded
Turnover of INR 13,864.83 million as against INR
13,675.32 million in the previous Financial Year 2023-24
(FY 23-24’). The profit before tax (PBT) was INR 5,194.96
million in FY 24-25 as against INR 5,484.06 million in
FY 23-24. The Company reported strong profit after tax
(PAT) margin of 28.02% and the PAT stood at INR 3,884.72
million during FY 24-25.

During FY 24-25, the Company continued its retail footprint
expansion and successfully rolled out approximately 85
thousand square feet of net retail area. As of March 2025,
the Exclusive Brand Outlets (EBOs) area, which is the
dominant channel for the Company, stood at 1.79 million
square feet, spanning 678 stores (including SIS) in 256
cities and towns globally. The Company continued to
enhance customer experience through its omni channel
presence supported by online (own website) and offline
retail channels.

These brand-building efforts are underpinned by strong
retail marketing, visual merchandising, and a customer-
first orientation. Technology platforms such as Salesforce,
Adobe Experience Cloud, and proprietary in-house
solutions are enabling more personalized engagement,
operational efficiency, and enhanced customer experience.

Your directors remain optimistic that this integrated and
culturally attuned approach will continue to attract new
customers, deepen loyalty, and strengthen brand equity,
supporting the company’s long-term growth trajectory.

The Company have been able to effectively maintain strong
financial margins and profitability metrices. Your directors
are happy to share that the fundamentals of the business
have been sound and robust.

The National Company Law Tribunal, Kolkata Bench
(‘NCLT’) vide order dated November 11,2024 has sanctioned
the Scheme of Amalgamation of Manyavar Creations
Private Limited (‘MCPL’ or ‘Transferor Company), a wholly
owned subsidiary, with the Company and their respective
shareholders and creditors under Section 230 to 232 of
the Act. The Transferor Company was dissolved without
winding-up and merger was effected from November 30,
2024, upon filing of certified copy of NCLT Order dated

November 26, 2024, in Form INC-28. Consequently, as at
March 31, 2025, the Company has no subsidiary.

Amounts Transferred to Reserves

The Board of the Company has decided to retain the entire
amount of its profit earned in FY 2024-25 in the Retained
Earnings account only.

Dividend

Your Company has a dividend policy that balances the dual
objectives of rewarding shareholders through dividends,
whilst also ensuring the availability of sufficient funds for
the growth of the Company. The Dividend Distribution
Policy of the Company is available on the following weblink
on the Company’s website: https://www.vedantfash.ions.
com/investors-category/corporate-governance/policies-
practices/

The Board of Directors of your Company, after considering
the above-mentioned objectives, has decided to recommend
a final dividend of INR 8/- (Indian Rupees Eight only) per
equity share of INR 1/- (Indian Rupee One only) each fully
paid-up for the FY 2024-25. This dividend is subject to the
approval of the shareholders at the ensuing annual general
meeting and shall be subject to a deduction of tax at source.

Material Changes affecting the Financial
Position of the Company

There were no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year to which
these financial statements relate and date of this report.
As such, no specific details are required to be given or
provided.

Capital Structure of the Company

During the year under review, there was a change in the
authorised share capital of the Company, resulting from the
Final Order passed by the National Company Law Tribunal,
Kolkata Bench, dated 11^th November 2024, owing to the
amalgamation of Vedant Fashions Limited and Manyavar
Creations Private Limited. The authorised share capital of
the Company is H35,10,00,000 (Indian Rupees Thirty-Five
Crores Ten Lakhs only), divided into 35,10,00,000 (Thirty-
Five Crores Ten Lakhs only) equity shares of H1 (Indian
Rupee One only) each.

During FY 24-25, the Company has allotted equity shares
of H1 each as follows:

These allotments were made against the exercise of options
by Eligible Employees/Participants in accordance with the
VFL Employee Stock Option Scheme 2018. The equity
shares so allotted rank pari-passu with the existing equity
shares of the Company.

The Company did not issue equity shares with differential
voting rights or any sweat equity shares during the year
under review. As of 31^st March 2025, the paid-up equity
share capital of the Company stood at H24,29,44,009,
divided into 24,29,44,009 equity shares of H1 each, fully
paid up.

Particulars of Employee Stock Option Scheme

Employees’ Stock Options represent a reward system
based on overall performance of the individual employee
and the Company. The Company has framed an Employees
Stock Option Plan with a view to attracting and retaining
the best talent, encouraging employees to align individual
performance with Company’s objectives, and promoting
increased participation by them in the growth of the
Company. In accordance with the said Plan, the Company
has introduced VFL Employee Stock Option Scheme 2018
(“the Scheme Pratham”), pursuant to the approval of the
shareholders of the company at their extra-ordinary general
meeting held on September 03, 2018, the amendment
made in the same at their general meeting held on
September 04, 2021 and ratified by passing a resolution in
their annual general meeting held on September 08, 2022.
No change was made in Scheme Pratham during the year
under review and the said Scheme is in compliance with the
relevant provisions of the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 [“SEBI (SBEB & SE) Regulations”]. The
detail of Employees’ Stock Options forms part of the Notes
to accounts of the Financial Statements for the year under
review.

The disclosures as required under Regulation 14 of SEBI
(SBEB & SE) Regulations have been placed on the website of
the Company: https://www.vedantfashions.com/investors-
category/reports-results/esop/

Changes in Directors and Key Managerial
Personnel

There were no changes in the Directorships of the Company
as well as in the Key Managerial Personnel of the Company
during the year under review.

Mr. Ravi Modi, Chairman & Managing Director (DIN:
00361853), retires by rotation at the ensuing Annual
General Meeting (AGM) pursuant to the provisions of
Section 152 of the Act and is eligible for reappointment.
Your directors recommend his reappointment.

The information prescribed by the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred
to as ‘Listing Regulations’) in respect of the above-named
Director shall be given in the Notice of Twenty Third AGM.

Number of Board Meetings & Attendance

During the financial year 2024-25, 6 (Six) meetings of
the Board of Directors of the Company were held, as per
the details provided in the Corporate Governance Report
forming part of Annual Report.

Number of Committee Meetings & Attendance

The details of the Committee Meetings and respective
attendance of Members therein are provided in the
Corporate Governance Report forming part of Annual
Report.

Composition of Audit Committee

The Audit Committee constituted by the Board has
Ms. Abanti Mitra as the Chairperson, Mr. Manish Mahendra
Choksi and Mr. Ravi Modi as the members as on March
31, 2025. Further details are provided in the Corporate
Governance Report. During the year all recommendations
made by the Audit Committee were accepted by the Board.

Evaluation of the Board’s Performance,
Committee, and Individual Directors

The Company has devised a framework for performance
evaluation of Board, its committees, and individual
directors. The Nomination & Remuneration Committee
carried out the evaluation of its own performance and that
of its committees and the individual Directors, which was
noted and taken on record by the Board. The performance
evaluation of Non-Independent Directors, the Board
as a whole and the Chairperson was carried out by the
Independent Directors in their separate meeting.

The evaluation process consisted of structured
questionnaires covering various aspects of the functioning
of the Board and its Committees, such as composition,
experience and competencies, performance of specific
duties and obligations, governance issues etc. The
Nomination & Remuneration Committee also carried out
the evaluation of the performance of Individual Directors
based on criteria such as contribution of the director at

the meetings, strategic perspective or inputs regarding the
growth and performance of the Company etc., which was
also noted by the Board.

Further, the performance evaluation criteria for the
Independent Directors are disclosed in the Corporate
Governance Report forming part of Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the
Independent Directors confirming that they meet the
criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 along with Section
164 and Regulation 16(1)(b) of the Listing Regulations.
The Independent Directors have also confirmed that
they comply with the Code of Conduct for Independent
Directors as laid down under Schedule IV of the Companies
Act, 2013. In the opinion of the Board, the Independent
Directors hold highest standard of integrity and possess
the requisite qualifications, experience, expertise, and
proficiency.

Nomination and Remuneration Policy

A policy approved by the Nomination and Remuneration
Committee and adopted by the Board is practiced by the
Company for determining qualification, positive attributes,
and independence of a director as well as for appointment
and remuneration of Directors, Senior Management and
other Employees, as per the details set out in the Corporate
Governance Report. The policy has been placed on the
website of the Company and the web link of the same is
as follows: https://www.vedantfashions.com/investors-
category/corporate-governance/policies-practices/

Remuneration of directors and employees

Disclosure pertaining to Remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (the Rules) is annexed
and marked as Annexure I. The information pursuant
to Rules 5(2) and 5(3) of the Rules not annexed to this
Report, is readily available for inspection by the members
at the Company’s Registered Office between 10:30 A.M.
to 1:30 P.M. on all working days up to the date of ensuing
Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the
Company Secretary, on complianceofficer@manyavar.com,
whereupon a copy would be sent.

Human Resources

The Company has a workforce of 770 employees with a mix
of people from different social, economic, and geographic
backgrounds. The Company has maintained healthy,
cordial, and harmonious industrial relations at all levels
through proactive ER, development initiatives, gender
diversity and community development.

Performance of the Company is anchored on its capabilities
and productivity, customer-centric culture through a
strong service orientation; happiness through purposeful
behaviour by high-quality talent; value-oriented through a
deep commitment to the values of Vedant Fashions Limited.

Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the
Companies Act 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
IND-AS have been followed and there is no notable
material departures;

b) the directors have selected such accounting policies
and applied them consistently and 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 of March 31, 2025 and of the profit of the
Company for that period;

c) the directors have taken proper and sufficient care
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;

d) the directors have prepared the annual accounts on a
going concern basis;

e) the directors have laid down internal financial controls
for the Company which are adequate and are operating
effectively; and

f) the directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively. This has been done by identifying
significant laws that are applicable to the Company.

Statement in Respect of Adequacy of Internal
Financial Control with Reference to the
Financial Statements

The Company has adequate internal financial control
systems commensurate with its nature of business and
size of 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.

The Company has also appointed an Internal Auditor
as per the provisions of the Companies Act, 2013. The
internal audit process covers all significant operational
areas and reviews the Process and Control. The Internal
Auditor has authority to verify whether the policies and
procedures, including financial transactions, are carried

out in accordance with defined processes and variations
and exceptions (if any) are justified and reported properly.
The Statutory Auditor of the Company also gives their
opinion on annual basis in their Audit Report regarding
the adequacy and effectiveness of the Company’s internal
financial control with reference to financial statements.

Details in respect of report by Auditors under
sub-section (12) of Section 143

During the year under review, there have been no frauds
reported by the auditors of the company under subsection
(12) of Section 143 of the Companies Act, 2013.

Details of Subsidiary, Joint Venture, or
Associate

The Company had a wholly owned Subsidiary Company,
namely Manyavar Creations Private Limited (MCPL) during
the year under review, which has been amalgamated with
the Company pursuant to a scheme of amalgamation
(“Scheme”) approved under Sections 230 to 232 of the
Companies Act, 2013. The Scheme was sanctioned by the
Hon’ble National Company Law Tribunal, Kolkata Bench
(“Hon’ble NCLT”), vide an order dated November 11, 2024.
Further, there are no Associates or Joint Ventures during
the year ended March 31, 2025.

Therefore, a report containing the details required under
Section 134 of the Companies Act, 2013 (‘the Act’) read
with Rule 8(1) of the Companies (Accounts) Rules, 2014 is
not applicable.

Deposits

The Company did not accept any deposits covered under
Chapter V of the Companies Act, 2013 during the financial
year ended March 31, 2025. Thus, there were no deposits
which were unpaid or unclaimed and due for repayment,
hence, there has been no default in repayment of deposits
or payment of interest thereon.

Particulars of Loan, Guarantees and
Investments under Section 186

The Company has not given/made any loans, guarantees
and investments pursuant to the Section 186 of the Act
during the year under review.

Particulars of Contracts or Arrangements
with Related Parties

The particulars of contracts or arrangements entered
into with related parties, referred to in Section 188(1)
of the Companies Act 2013 during the FY 24-25 in the
prescribed format (i.e., AOC-2) is attached with this report
as Annexure II.

Corporate Social Responsibility (CSR) Policy

The Report as required under Section 135 of the
Companies Act 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended from

time to time, is attached as Annexure III to this Report.
The brief outline of the CSR policy of the Company and the
initiatives undertaken by the Company on CSR activities
during the Financial Year under review are inter-alia set
out therein. CSR Policy is available on the website of the
Company at https://www.vedantfashions.com/csr.

Conservation of Energy, Technology,
Absorption, Foreign Exchange Earnings
and Outgo

The details of Energy, Technology, Absorption, Foreign
Exchange Earnings and Outgo are as under:

• Conservation of Energy and Technology
Absorption:

The various details under this head are as follows -

(A) Conservation of energy-

(i) the steps taken or impact on conservation
of energy: The Company is endeavouring
to reduce the GHG emissions from its own
operations. It has energy efficient lighting
and air conditioning system in place at their
own premises. Moreover, in FY 2024-25, the
Company purchased 850 verified carbon units
(VCUs) to offset the total Scope 1 and 2 GHG
emissions of 822.25 tCO2e in the FY 2023-24.

(ii) the steps taken by the company for utilising
alternate sources of energy: The Company
has reduced the number of vehicles which
consume petrol/ diesel and have initiated
the process of converting all its vehicles into
electric vehicles.

(iii) the capital investment on energy conservation
equipment: There has been no significant
investment in this.

(B) Technology absorption-

(i) the efforts made towards technology
absorption:

Our adoption of technology is driven by
the need to improve efficiency, enhance
customer experience, and stay competitive
in a rapidly evolving market landscape. We
are collaborating with the best technology
providers to implement innovative solutions
tailored to our needs.

(ii) the benefits derived like product improvement,
cost reduction, product development or import
substitution:

We prioritize using technology to optimize our
supply chain management, inventory control,
and customer relationship management
systems, leading to improved efficiency and
reduced expenses. It also allows us to leverage
data analytics, enabling us to make data-

driven decisions that can lead to cost savings
and increased profitability.

(iii) in case of imported technology (imported
during the last three years reckoned from the
beginning of the financial year): N.A.

(a) the details of technology imported: N.A.

(b) the year of import: N.A.

(c) whether the technology been fully
absorbed: N.A.

(d) if not fully absorbed, areas where
absorption has not taken place, and the
reasons thereof: N.A.

(iv) the expenditure incurred on Research and
Development: N.A.

• Foreign Exchange Earnings / Outgo:

Risk Management Policy

A Risk Management Policy to ensure sustainable business
growth with stability and to promote a pro-active approach
in reporting, evaluating, and resolving risks associated
with the Company’s business has been adopted, which
has been placed in the website of the Company at: https://
www.vedantfashions.com/investors-category/corporate-
governance/policies-practices/.

The Risk Management Committee of the Board of
Directors overviews the process of identification,
monitoring, and review of all the elements of risk(s)
associated with the Company. The detail of Committee
and its terms of reference are elaborated in the Report on
Corporate Governance which forms a part of this Report.
The Company’s management systems, organizational
structures, processes, standards, code of conduct and
behaviours together form the Risk Management System
that governs how the Company conducts its business and
manages associated risks. The Company has adequate risk
management infrastructure in place capable of addressing
those risks. The Company has also designated an employee
as ‘Risk Manager’ for the purpose of effective coordination
of the risk management mechanism.

Disclosure on Establishment of a Vigil
Mechanism

The Company has framed a Policy on Reporting Concerns
so that Directors and employees can report their genuine
concerns or grievance as and when they think fit. The
Policy assures adequate safeguard against victimization
of employees and directors who avail of the vigil
mechanism policy. It also provides for action against
frivolous complaints. This policy was communicated to
all staff members of the Company for their knowledge

and information and was made available on Company’s
website in the name and style of “Vigil Mechanism Policy
(or Whistle Blower Policy)” -

https://www.vedantfashions.com/investors-category/

corporate-governance/policies-practices/

Secretarial Standards

During the year under review, the Company has complied
with Secretarial Standards on Meetings of the Board of
Directors (“SS-1”) and on General Meetings (“SS-2”) as
amended and issued from time to time by the Institute of
Company Secretaries of India in terms of Section 118(10)
of the Companies Act, 2013.

Statutory Auditors & Auditor’s Report

M/s B S R & Co. LLP, Chartered Accountants (FRN:
101248W/W-100022), were appointed as the Statutory
Auditors of the Company at the 20^th AGM of the Company
held on 8^th September, 2022 to hold such office for a period
of five years till the conclusion of the 25^th AGM.

The Auditor’s Report on the financial statement for the year
ended 31^st March, 2025 does not contain any qualification
or adverse remark.

Web Link of Annual Return

As required under the Section 134 of the Companies Act,
2013, a copy of Annual Return (referred to in Section 92(3)
of the Act) for the Financial Year 2024-25, has been placed
at the Company’s website in the following URL - https://
www.vedantfashions.com/investors-category/corporate-
governance/annual-return/.

Disclosures under Sexual Harassment of
Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013

The Company has zero tolerance towards discrimination
and harassments including sexual harassment and always
strives to create and provide a healthy environment in
the workplace(s). It has in place a Policy for prevention
of Sexual Harassment at the Workplace in line with the
requirements of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal) Act,
2013, and Internal Complaints Committee (ICC) has been
set up to redress complaints received regarding sexual
harassment, which operates in the name and style of “POSH
Committee”. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During
the year under review, no complaints with allegation of
sexual harassment were filed with the ICC.

Internal Auditors

In terms of the provisions of the Companies Act, 2013
and Rules made thereunder, Grant Thornton Bharat LLP,
Chartered Accountants, Kolkata, were reappointed as the
Internal Auditors of the Company. During the year under

consideration, the Company continued to implement their
suggestions and recommendations to improve the control
environment.

Secretarial Auditor

Secretarial Audit has been conducted by Vivek Mishra
& Co., a Firm of Company Secretaries, appointed by the
Board and their report is annexed hereto and marked
as Annexure IV. The Secretarial Audit Report does not
contain any qualification, reservation, or adverse remark.

Listing fees

The listing fees for the financial year ending on March 31,
2026 have been duly paid.

General Disclosures

During the year under review:

(i) There has been no change in the nature of business of
the Company and the Company continues to carry on
its existing business.

(ii) There has been no voluntary revision of Financial
Statements or the Board’s Report.

(iii) No significant and material orders were passed against
the Company by any regulators, courts or tribunal
which impact Company’s going concern status and its
operations in future.

(iv) Maintenance of cost records, as specified by the Central
Government under section 148(1) of the Companies
Act, 2013, was not applicable to the Company. Hence,
the provisions related to the appointment of the Cost
Auditor are not applicable.

(v) No application has been made or any proceeding is
pending 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.

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

Acknowledgment

The Board of Directors extend their heartfelt gratitude for
the invaluable assistance and cooperation received from
our esteemed stakeholders, including financial institutions,
bankers, government and semi-government authorities,
customers, and shareholders, during the year under review.

We also wish to formally acknowledge and deeply
appreciate the dedicated services rendered by the
Company’s executives, staff, and workers.

For and on behalf of,
Board of Directors of Vedant Fashions Limited

Ravi Modi Shilpi Modi

Place: Kolkata Chairman & Managing Director Whole-time Director

Date: May 06, 2025 DIN 00361853 DIN 00361954