Your Directors have pleasure in presenting the 36^th Annual Report on the business and operations
of your Company together with the audited accounts for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS

Your Company's performance during the year is as below:

in T qHic!

2. PERFORMANCE and HIGHLIGHTS DURING THE YEAR

Your Directors are pleased to report a significant achievement in our financial performance.
During the year under review, the company has achieved revenue of Rs 18235.87 Lakh as
compared to Rs 9133.17 Lakh for the previous financial year. The Net Profit for the year stood
at Rs. 1854.39 Lakh against Net loss of Rs. 4461.64 Lakh in the previous year.

Your Company has executed a Share Purchase Agreement on 5^th September, 2024 with Mr. Jaimin
Kailash Gupta ("Acquirer”) alongwith Mr. Tarachand Gangasahay Agrawal (“PAC 1”)
and Qmin Industries Limited (“PAC 2"), and the promoters/ members of the promoter
group of the Company (“Sellers”) whereby the Acquirer agreed to acquire 1,42,66,303 equity
shares (representing 60.81% of the equity share capital as on September 05, 2024) of the
Target Company from the Sellers (“Underlying Transaction”).

Pursuant to consummation of the Underlying Transaction, the Acquirer is to become the
promoter of the Target Company, the PACs are to become members of the promoter group of
the Target Company and the Sellers, who would cease to hold any equity shares in the Target
Company, shall cease to be promoters/ members of the promoter group of the Target
Company.

The Underlying Transaction contemplated under the SPA triggered an obligation on the
Acquirer and PACs to make the Open Offer to the public shareholders of the Target Company
in terms of Regulation 3(1) and 4 of the SEBI (SAST) Regulations. Consequently, the Open
Offer process was commenced pursuant to issuance of a public announcement on September
5, 2024, and concluded on December 10, 2024, upon payment of consideration to public
shareholders who tendered equity shares in the Open Offer, in full compliance with the
timelines prescribed in the SEBI (SAST) Regulations. Pursuant to Open Offer in accordance
with SEBI (SAST) Regulations, 14,90,500 Equity Shares were acquired Mr. Jaimin Kailash
Gupta (Acquirer).

Pursuant to Share Purchase Agreement dated September 5, 2024 (SPA) and subsequent
Amendment Agreements dated January 15, 2025 and March 06, 2025 (Amended SPAs),
51,70,540 Equity Shares were transferred from Sellers to Mr. Jaimin Kailash Gupta (Acquirer)
during the Financial Year ended 31.03.2025.

Your Company has covered the journey of loss of Rs. 4461.64 for the previous financial year to
the Net Profit Rs. 1854.39 Lakh for the current year thereby mark a significant turning point
for the Company. This remarkable improvement is a testament to the strong foundation of our
management team and the support of our Acquirer, Mr. Jaimin Kailash Gupta.

Your Company looks forward to strengthen its operations and curtailing expenditure, that will
help to improve its results and profitability.

3. DIVIDEND

Your Directors do not recommend payment of any Dividend for the financial year ended 31st
March, 2025.

4. INDIAN ACCOUNTING STANDARD (IND AS)

The company has adopted Indian Accounting Standards (IND AS) with effect from 1st April,
2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015
issued by the Ministry of Corporate Affairs.

5. COMPLIANCE OF SECRETARIAL STANDARDS

During the year, the Company has complied with the requirements of the Applicable
Secretarial Standards i.e. SS-1 and SS-2 relating to “Meeting of Board of Directors” and
“General Meetings” respectively issued by Institute of Company Secretaries of India.

5. RESERVES AND SURPLUS

The Company has not transferred any amount to General Reserves for the Financial Year 2024¬
25.

6. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2025 stood at Rs. 2345.98 Lakhs. During
the year under review, the Company has neither made any issue of equity shares with
differential voting rights nor has granted any stock options or sweat equity. The Company has
no scheme of provision of money for purchase of its own shares by employees or by trustees
for the benefit of employees.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

During the financial year under review pursuant to SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 your Company has complied with all the applicable provision of
Corporate Governance.

Separate report on Corporate Governance and Management Discussion & Analysis, as
required under the SEBI Listing Regulations are forming parts of the Annual Report.

The requisite certificate from Practicing Company Secretary confirming the compliance with
the condition of Corporate Governance along with the observation is attached to the Report on
Corporate Governance.

8. MATERIAL CHANGES, IF ANY:

A. Completion of SPA:

The proposed acquisition/ Underlying Transaction of acquisition of 1,42,66,303
(One Crore Forty-Two Lakhs Sixty Six Thousand Three Hundred Three) Equity
Shares (“Sale Shares”) of face value ^ 10/-each representing 60.81% of the Equity
Share Capital of the Target Company, as mentioned in Para 2 above was completed
on 10^th July, 2025 and Mr. Jaimin Kailash Gupta (“Acquirer”) and Tarachand
Gangasahay Agrawal (“PAC 1”) and Qmin Industries Limited (“PAC 2”) have
acquired control over the Company.

B. Changes in Promoters of the Company and their Shareholding.

Consequent to the consummation of the Underlying Transaction as per SPA, Mr.
Jaimin Kailash Gupta (“Acquirer”), acquired 1,09,81,931 Equity Shares and also re¬
classified as “Promoter” and Mr. Tarachand Gangasahay Agrawal (“PAC 1”) acquired
11,72,990 Equity Shares and Qmin Industries Limited (“PAC 2”) which holds
21,11,382 Equity Shares and re-classified as “Promoter Group”.

C. Changes in Management and KMP:

1. Pursuant to the completion of SPA dated 05.09.2024, Mr. Jaimin Kailash Gupta
(DIN: 06833388) was appointed as Chairman and Managing Director and Mr.
Tarachand Gangasahay Agrawal (DIN: 00465635) as Whole time Director of the
Company for a term of 3 (three) years commencing from July 05, 2025, as
regularied by the members at the Extra ordinary General Meeting held on 19th
August, 2025.

2. Mr. Vinod Parmanand Arora (DIN: 00007065), Mr. Ashish V Shah (DIN:
00007201) has resigned as Managing Director, Mr. Kalpesh V Shah (DIN:
00007262) has resigned as Executive Director and Mr. Hiten M Parikh (DIN:
01686215) resigned as Non-Executive and Independent Director of the Company.
All resignations were approved by Board of Directors of the company w.e.f. 05th
July, 2025.

3. Mr. Ketan Uttamchand Desai, Chief Financial Officer (CFO) of the company has
resigned from the company w.e.f. 12th April, 2025. Mr. Jayesh Parmar has been
appointed as CFO of the Company, w.e.f. 5th July, 2025.

The designation of Mr. Nipun Arora changed from Whole time director to Non¬
Executive Director, w.e.f. July 5, 2025.

Mr. Ravi Jitendra Modi (Din: 10932249) was appointed as a Additional (Non¬
Executive and Independent) Director for a term of 5 (Five) years with effect from
July 15, 2025, duly regularised by Members at their meeting held on 19th August,
2025.

D. Preferential Issue/Private Placement of Shares:

Yours Directors in the Board Meeting held on Thursday, January 30, 2025 approved
to raise funds (to create, offer, issue and allot) by way of preferential issue on a
private placement basis and got the approval of Members by way of Special
resolution in the Extra-Ordinary Meeting of Shareholders held on 1st March, 2025
The Company got the In-principal approval of NSE on 23.04.2025 and BSE on

06.05.2025.

The Board of Directors of the Company had allotted 23,04,539 equity shares on

17.05.2025, issued to the persons belonging to public category pursuant to the
preferential issue.

E. Change in Registered Office of the Company:

The company has shifted its Registered office from 191 Shahwadi, Near old octroi
naka, Narol Sarkhej Highway, Narol, Ahmedabad, Gujarat, India, 382405 to 188/2,
Ranipur Village, Opp. CNI Church, Narol, Ahmedabad, Gujarat, India, 382405, w.e.f.
15th July, 2025.

F. Bank Debt-Free Status:

As of 03.06.2025, we have successfully repaid all outstanding bank loans in full and are now
officially a bank debt-free.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

10. FIXED DEPOSITS

During the year under review no Fixed deposit were accepted by the Company. There are no
deposits which are not in compliance with the requirements of Chapter V of the Companies
Act, 2013.

11. INSURANCE AND CLAIMS

All properties and insurable interests of the company including building, plant and machinery
and stocks wherever necessary and to the extent required have been adequately insured.

12. SUBSIDIARY COMPANIES /JOINT VENTURES/ASSOCIATE COMPANIES

Company is not having any Subsidiary, associate company and Joint venture as defined under
the provisions of Companies Act, 2013 whose accounts are to be consolidated with the accounts
of the company.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

For all related party transactions prior omnibus approval of the Audit Committee is obtained
on a yearly basis for the transactions which are of foreseen and repetitive nature and such
approval is in interest of the Company. Transactions entered into, pursuant to the omnibus
approval so granted, are audited and a statement giving details of all related party transactions
is placed before the Audit Committee and the Board of Directors for their approval.

A detailed report on material contracts and arrangements made during the financial year 2024¬
25, being arm's length transactions have been reported and annexed hereto in form AOC-2 as

Annexure -A forming part of this report.

There are no materially significant related party transactions made by the company with
promoters, key managerial personnel or other designated persons which may have potential
conflict with interest of the company at large.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the
Board is uploaded on the Company's website at the web link
http://www.aarveedenims.com/investors/ corporate-governance/

14. AUDIT COMMITTEE

Details pertaining to Composition of Audit Committee are included in Corporate Governance
Report. All recommendations made by were accepted by Board.

15. RISK MANAGEMENT

The Company has adopted a Risk Management Policy for a systematic approach to control risks.
The Risk Management Policy of the Company lays down procedures for risk identification,
evaluation, monitoring, review and reporting. The Risk Management Policy has been
developed and approved by the Senior Management in accordance with the business strategy.

16. INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has in place an adequate system of internal controls. It has documented policies
and procedures covering all financial and operating functions and processes. These have been
designed to provide a reasonable assurance with regard to maintaining of proper accounting
controls for ensuring reliability of financial reporting, monitoring of operations, protecting
assets from unauthorized use or losses and compliance with regulations.

17. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1) Changes in Directors and Key Managerial Personnel

1. Regularization of Mr. Hiten Parikh, Mr. Kandarp Trivedi, Mr. Ankit N. Mittal from
Additional Directors to Directors (Non-Executive-Independent Director), as approved
by members through Postal Ballot dated 01st July, 2024.

2. Mr. Nipun Arora was re-appointed as whole time director for three years w.e.f.
11.08.2024 and Mrs. Aarti Thakkar was re-appointed as an Independent Director for
five years w.e.f. 14.11.2024 at the Annual General meeting held on 28th September,
2024.

Information regarding the meeting of directors and remuneration etc. is given in the
Corporate Governance report attached with the report.

The company is having following Key Managerial Personnel as end of Financial year 2024¬
25: -

2) Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence
as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Listing
Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified
in the Act and the Rules made there under and are independent of the management. The detail
terms of Independent Directors are disclosed on the Company's website with the following link
http://www. aarvee-denims.com/script-code-stock-exchanges.html

3) Annual Evaluation of Board Performance and Performance of its Committees and of
Directors

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an
annual performance evaluation of its own performance and, the Directors individually
and as well as the evaluation of the working of its Committees. The criteria applied in
evaluation process are explained in the Corporate Governance Report.

4) NUMBER OF MEETINGS OF THE BOARD

During the year under review, Seven board meetings were convened and held, the details
of which are given in the corporate governance report. The intervening gap between the
meetings was within the period prescribed under the Act and the Listing Regulations.

5) COMMITTEES OF BOARD OF DIRECTORS

Your Company has several Committees which have been established as part of best
corporate governance practices and are in compliance with the requirements of the
relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Grievances and Relationship Committee

d. Corporate Social Responsibility Committee

e. Share Transfer Committee

f. Risk Management Committee

A detailed note on the committees with respect to composition, meetings, powers, and terms
of reference is provided under the corporate governance report section in this Annual Report.

6) DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been
followed and that there are no material departures;

(ii) they 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 at 31st March, 2024 and of the Profit of the
Company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they 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

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

18. CORPORATE SOCIAL RESPONSIBILITY

In Accordance with section 135 of the Act and Rules framed thereunder, the Company has
constituted a Corporate Social Responsibility (“CSR”) Committee of Directors. However, the
provisions of Corporate Social Responsibility (CSR) are not applicable to the Company for the
Financial year under review as it doesn't meets any of the criteria as per Section 135 (1) of the
Companies Act, 2013 in the preceding financial year.

19. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy
on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to
employees at the workplace and prevent and redress complaints of sexual harassment and for
matters connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year
2024-25.

20.VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and
Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a
Vigil Mechanism or 'Whistle Blower Policy' for Directors, employees and other stakeholders to
report genuine concern has been established. The same is uploaded on the website of the
Company http://www.aarvee-denims.com/ pdfs/vigil-machanism.pdf. It is affirmed that no
personnel of the Company have been denied access to the Audit Committee.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals
which would impact the going concern status of the Company and its future operations.

22. AUDITORS

(1) Statutory Auditors

M/s. Pankaj R. Shah & Associates, Chartered Accountant, Ahmedabad (Firm registration
No.107361W) were appointed in the 33^rd Annual General Meeting of the Company as
Statutory Auditors to hold office for five years from the conclusion of the 33^rd Annual
General Meeting till the conclusion of 38^th Annual General Meeting of the Company.

M/s. Pankaj R. Shah & Associates, Chartered Accountant, Ahmedabad (Firm registration
No.107361W) statutory auditors of the Company have submitted the Audit Reports for
Audited Standalone Financial Results of the Company for the Financial year ended 31^st
March 2025 with unmodified opinion, except there was a shortfall in investing in “Liquid

Assets' regarding which the Company is taking steps to do compliances for the same under
the guidance of new management

(2) Cost Auditors

The company has received a consent letter from the cost auditors M/s. N. D. Birla and Co.,
Cost Accountant to the effect that their appointment, if made, would be within the
prescribed limits under section 141(3) (g) of the Companies Act, 2013 and that they are
not disqualified for appointment. The board of Directors of the company at its meeting
held on 27th May, 2025 appointed M/s. N. D. Birla & Co., Cost Accountants as the cost
auditors of the Company to conduct the audit of cost records maintained by the Company
as required by the Companies (Cost Records and Audit) Rules 2014 as amended from time
to time.

The members are requested to ratify the remuneration to be paid to the cost auditors of
the company

(3) Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.
Tapan Shah, Practicing Company Secretary (COP No. 2839) for conducting Secretarial
Audit of the Company for the financial year ended on 31st March, 2025. The Secretarial
Audit report of Mr. Tapan Shah. Practicing Company Secretary along with the
observations for the financial year ended 31st March, 2025, is annexed as Annexure - C.

1. Observations was raised for a notice from BSE & NSE for delay in reporting of
Regulation 24 A of SEBI (LODR) Regulations,2015 regarding which the Company has filed
an application for waiver of penalty with stock exchange and that is under process. 2.
Observations was raised also that the Company has made default in payment/repayment
of principal amount from banks/FI as on 30.06.2024 regarding which the Company has
taken steps and there has been no default after the Quarter ended 30.06.2024. 3.
Regarding default made in payment of interest to Fixed deposit holders and maintaining
adequate liquid assets in deposit repayment reserve account, the Company is taking steps
to do compliances for the same under the guidance of new management. With respect of
maintaining SDD register, and policies, the Company is working on steps to update it
timely as per the amended provisions as applicable.

23. FRAUD REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER
THAN THOSE TO REPORTABLE TO CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors and Secretarial Auditor have not
reported any instances of fraud committed in the Company by its officers or Employees to the
Audit Committee under Section 143(12) of the Companies Act, 2013

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

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 (3) of The
Companies (Accounts) Rules, 2014, is annexed as Annexure - D.

25. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company is attached as Annexure - E to this report.

26. ANNUAL RETURN

The extract of Annual Return is no longer required to be attached with the Director's Report
u/s 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management & Administration) Rules, 2014 vide notifications issued by Ministry of
Corporate Affairs (MCA) dated 28/08/2020 and 05/03/2021.

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of Companies (Management and Administration)
Rules, 2014, the copy of the Annual Return of the Company for the Financial Year ended on
31.03.2024 in Form MGT-7 is available on website of the Company
http://www.aarveedenims.com.

27. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial.

28. TRANSFER OF AMOUNT/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

The amounts which remained unpaid or unclaimed for a period of seven years have been
transferred by the company, from time to time on due dates, to the Investor Education and
Protection Fund.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
as amended till date, transfer of shares held by the shareholders of the Company whose
dividends are unpaid for a consecutive period of 7 years or more to the Demat A/c of the
Investor Education and protection fund authority opened by the IEPF Authority in terms of the
aforesaid Rules

Pursuant to the provision of Investor Education and Protection Fund (Uploading of information
regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, there are no
unpaid and unclaimed amounts lying with the Company as on 28^th September 2024 (date of last
Annual General Meeting).

The Company has Company Secretary as Nodal Officer under the provisions of the Investor
Education and Protection Fund.

29. REGULATORY STATEMENT

The Equity shares of your company are listed on the BSE Limited (BSE) and the National Stock
Exchange of India Limited (NSE).

The Company has paid the listing fees for the year 2024-25 as well as for 2025-26 to above
stock exchanges.

30. INFORMATION TECHNOLOGY

Your company keeps in line with the ongoing technological developments taking place in the
country and worldwide. The information technology adopted by the company serves as an
important tool of internal control as well as providing the benefits of modern technology to its

esteemed customers. Company is taking utmost precautions for the security of data and having
a dedicated team for this. During the financial year 2024-2025 there was no instance of cyber
security breach happened in the company.

31.CREDIT RATING

Credit rating from for bank loan facility and Fixed Deposit was obtained from Infomerics
Valuation and Ratings Private Limited on 30^th August,2024. The rating was as under:

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations
and Agencies for their continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers,
vendors, banks and other business partners for the excellent support received from them
during the year and look forward to their continued support in future. The Directors place on
record their sincere appreciation to all employees of the Company for their unstinted
commitment and continued contribution to the Company.

BY ORDER OF BOARD OF DIRECTORS

Sd/-

Jaimin Kailash Gupta

Place: Ahmedabad Chairman and Managing Director

Date:03.09.2025 DIN: 06833388

Registered Office:

188/2, Ranipur Village,

Opp. CNI Church, Narol,

Ahmedabad - 382 405, Gujarat, India