1. The Board is hereby pleased to present its report for the financial year ended March 31, 2024.

2. FINANCIAL PERFORMANCE

2.1 The financial performance of the Company is summarized below:

(Rs. In lakhs)

3. STANDALONE FINANCIAL STATEMENTS

3.1 Standalone Financial Statements for the Financial Year 2023-24 are prepared in compliance with the Companies
Act, 2013, Indian Accounting Standards ('IND-AS') and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and are forming part of the Annual Report.

3.2 Statement in Form AOC-1 containing salient features of the financial statements of the subsidiary and joint
venture companies, as required under Rule 5 of the Companies (Accounts) Rules 2014, is not required since the
company not having any subsidiary and joint venture companies.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

4.1 During the Financial Year under consideration, there was no change in the nature of the business of the Company.

5. There were no material changes and / or commitments affecting the financial position of your Company between
April 01, 2024 and the date of this report.

6. AMOUNTS TRANSFERRED TO RESERVES, IF ANY

6.1 During the year under review, the Company has not transferred any amount to the Reserves.

7. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

7.1 No company has become or ceased to be a subsidiary, joint venture or associate company during the year under
consideration.

8. PARTICULARS OF LOANS, GUARANTEES / INVESTMENTS

8.1 The Company does not have any loans, investments, guarantees and security referred to in section 185 and 186
of the Companies Act, 2013. Accordingly, paragraph 3(iv) of the Order is not applicable to the Company.

9. RELATED PARTY TRANSCATIONS

9.1 All related party transactions that were entered into during the financial year were on an arm's length basis and
were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not
attracted. Thus, disclosure in form AOC-2 is not required. Further, there are no material related party transactions

made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which
may have potential conflict with the interest of the Company at large. All Related Party Transactions are placed
before the Audit Committee and Board for approval. The transactions entered into pursuant to the 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 on quarterly basis

10. DIVIDEND

10.1 Your directors did not recommend any dividend for the year under review, in view of the future growth plans of
the Company.

11. SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE

11.1 As at March 31, 2024, the Authorized Share Capital was Rs. 1200,00,000 /- divided into 1,20,00,000 equity shares
of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital was Rs. 7,49,03,000/- divided into 74,90,300
equity shares of Re.10/- each;

11.2 All issued equity shares in the capital of the Company are fully paid-up;

11.3 During the Financial Year 2023-24, no change has taken place in authorized, issued, subscribed and paid-up share
capital of the Company;

11.4 The Company has only one class of shares i.e., equity shares;

11.5 The Company has not issued any kind of debt instrument (Convertible / Non-convertible) or any convertible
instruments during the financial year under review.

12. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL

12.1 Directors retiring by rotation and re-appointment thereof

12.1.1 Mrs. Neelam Wadhwa, Executive Director is liable to retire by rotation at the ensuing Annual General Meeting
and being eligible, seeks re-appointment.

12.1.2 Based on the recommendation of Nomination and Remuneration Committee, the Board recommends her re¬
appointment for consideration by the members at ensuing Annual General Meeting.

12.1.3 Brief details of Mrs. Neelam Wadhwa are disclosed separately in the Notice of Annual General Meeting, in
compliance with the provisions of Secretarial Standard-2 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

12.2 Mr. Pramod Kumar Hari (DIN:01205247) and Mr. Dr. Bijoya Kumar Behera (DIN: 01139185) will be completed
their Second term of five consecutive years as non-executive independent director of the company.

12.2.1 Mr. Pramod Kumar Hari will be completed his Second term of five consecutive years as Non-executive
independent director of the company on 30th September, 2024 and pursuant section 149(10) and (11) of
companies Act 2013 he is not eligible for re appointment as Independent Director unless expiration of three years
of ceasing to become an independent director.

12.2.2 Dr. Bijoya Kumar Behera (DIN : 01139185) will be completed his Second term of five consecutive years as Non¬
executive independent director of the company on 30th September, 2024 and pursuant section 149(10) and (11)
of Companies Act 2013 he is not eligible for re appointment as Independent Director unless expiration of three
years of ceasing to become an independent director.

12.3 Declaration by Independent Director(s)

12.3.1 All Independent Directors have furnished declarations to the fact that they meet the criteria of Independence as
laid down under Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014.

12.3.2 In the opinion of the Board, the Independent Directors possess requisite qualification, experience and expertise
(including the online proficiency self-assessment test) and hold highest standard of integrity. They also fulfil the
conditions as specified under the provisions of the Companies Act, 2013 and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are Independent of the
management.

12.4 Change in Key Managerial Personnel

12.4.1 There has been no change in Key Managerial Personnel during the Financial Year 2023-24.

13. POLICY ON DIRECTORS' APPOINTMENT / REMUNERATION OF DIRECTORS / KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES

13.1 The Nomination and Remuneration Committee formulated the criteria for determining qualifications, positive
attributes and independence of a director and recommended to the Board, a policy relating to the remuneration
for the key managerial personnel and other employees. While formulating the policy, the Committee has taken
into account: -

(i) that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the Company successfully;

(ii) that relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and

(iii) that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the
working of the Company and its goals.

13.2 As per requirement of Section 178 of the Company read with Regulation 19 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company's Nomination and
Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees of the
Company is disclosed on the website of the Company. and may accessed at the following web link
https://www.seasonsworld.com

14. DEPOSITS

14.1 During the Financial Year 2023-24, your Company has not accepted any deposits from the public falling within the

ambit of Section 73 of the Companies Act, 2013.

15. ANNUAL RETURN

15.1 In terms of Section 92(3) of the Companies Act, 2013 and 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
may be accessed through the following web link https://www.seasonsworld.com.

16. REPORT ON CORPORATE GOVERNANCE

The Company is committed to adhere to the Corporate Governance requirements as stipulated under the
Companies Act, 2013 read with the rules and regulations issued by the Securities and Exchange Board of India.
Report on Corporate Governance for the financial year under review, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this
report as Annexure - 4.

17. BOARD AND ITS COMMITTEES

17.1 Composition of the Board and various Committees of the Board including numbers of meetings held during the
Financial Year 2023-24 and brief description of services, wherever required, is set out in the Corporate
Governance Report, which forms part of this report.

18. BOARD MEETINGS

18.1 Four (04) Board Meetings were held during the Financial Year ended March 31, 2024. Dates of the Board Meetings
and attendance of the directors therein are disclosed Corporate Governance Report, which is part of this report.

19. SEPARATE MEETING OF INDEPENDENT DIRECTORS

19.1 During the year under review, a separate meeting of Independent Directors of the Company was held on February
12, 2024 to consider:

i) the Performance of Non-Independent Directors and the Board as a whole;

ii) the Performance of the Chairman of the Company, taking into account the views of Executive Directors and
Non-executive Directors; and

iii) assess the quality, quantity and timeliness of flow of information between the Company's Management
and the Board that is necessary for the Board to effectively and reasonably perform their duties.

20. ANNUAL EVALUATION BY THE BOARD

20.1 The Board has carried out the annual performance evaluation of the directors individually including the
Independent Directors, the Board as a whole and its committees and Chairman, by assessment through a detailed
questionnaire completed by individual directors.

20.2 Independent Directors have also evaluated the performance of non-independent directors, the Board as a whole
and Chairman at a separate meeting of Independent Directors.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

21.1 The Board has framed Vigil Mechanism/Whistle Blower Policy for Directors, Stakeholders, Individual Employees
and their Representative Bodies in accordance with the Companies Act, 2013 read with the Securities and
Exchange Board India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

22. DIRECTORS' RESPONSIBILITY STATEMENT

22.1 Your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the Financial Year 2023-24 the applicable Accounting
Standards have been followed and there are no material departures;

(b) The Directors have selected such accounting policies with the concurrence of the Statutory Auditors 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 at the end of the financial year and of the
profit of the Company for the financial year;

(c) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the
maintenance of adequate accounting records in accordance with the provisions of the Companies Act,
2013. They confirm that there are adequate systems and controls 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 to be followed by the Company, and these financial
controls 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.

23. DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT,
2013

23.1 The statement of disclosure of remuneration as required under Section 197 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as
Annexure - 1.

23.2 Certain details with respect to the employees who are in receipt of remuneration of not less than one crore and
two lakh rupees throughout the financial year or eight lakh and fifty thousand rupees per month during any part
of the year, is not annexed with the Board's Report. Such details are available for inspection by any member at
the registered office of the Company during working hours, 21 days before the date of the Annual General
Meeting, on all days except Saturday, Sunday and Public holidays between 11:00 a.m. to 05:00 p.m.

23.3 Particulars of the employee as required under 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, as amended,
forms part of this Report. However, in pursuance of Section 136(1) of the Companies Act, 2013, this report is being
sent to the shareholders of the Company excluding the said remuneration.

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

24.1 The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is
given in Management Discussion and Analysis forming part of this report is annexed to this report as Annexure-
2.

25. AUDITORS

25.1 Statutory Auditors

25.1.1 M/s Bhatia & Bhatia, Chartered Accountants (Firm Reg. no. 003202N), Chartered Accountants, were appointed as
Statutory Auditors for a period of 05 years from the conclusion of 36th Annual General Meeting until the
conclusion of 41^st Annual General Meeting to be held in the year 2027. They have confirmed their eligibility and
independence to continue as Statutory Auditors for Financial Year 2024-25.

25.1.2 Report of Statutory Auditors

The Report of Statutory Auditors on Audited Annual Financial Statements does not contain any qualification(s),
reservation(s) or adverse remark(s) or disclaimer, which calls for any comment(s) from the Board of Directors.

25.1.3 The details of total fees paid to the Statutory Auditors for rendering services to the Company and its subsidiaries
are set out in the Corporate Governance Report.

25.1.4 Details in respect of fraud reported by Auditors other than those which are reportable to the Central
Government.

The Auditors have not reported any incidence of fraud to the Audit Committee or the Board of Directors of the
Company.

25.1.5 Report on Internal Financial Controls on Financial Reporting

In the opinion of Statutory Auditors, the Company has, in all material respects, an adequate internal financial
control system over financial reporting and such internal financial control systems over financial reporting were
operating effectively as at March 31, 2024. Reference may be made to "Annexure - B" of Independent Auditors'
Report.

25.2 Secretarial Auditors and their report

25.2.1 The Board of Directors has appointed M/s Pramod Kothari & Co., Company Secretaries, as Secretarial Auditors to
conduct the audit of secretarial records for Financial Year 2023-24.

25.2.2 The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark and is annexed
to this report as Annexure - 3.

25.3 Cost Auditors and their report

25.3.1 The nature of the Company's business is such that maintenance of cost records specified by the Central
Government under sub section (1) of section 148 of the Companies Act 2013, is not applicable.

25.4 ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has obtained Annual Secretarial Compliance Report for the Financial Year 2023-24 from a Company
Secretary in Practice. The report does not contain any qualification(s), reservation(s), adverse remark(s) or
disclaimer.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

26.1 Business Responsibility and Sustainability Report for the period under consideration as required under Regulation
34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is not applicable on the company.

26.2 In compliance with Regulation 34 of the SEBI Listing Regulations, a separate Section on the Management
Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company
is annexed and forms a part of this Report as Annexure-4.

27. AUDIT COMMITTEE

27.1 Detailed information on Audit Committee covering composition, meetings and brief terms of reference is
disclosed in Corporate Governance Report in terms of requirement of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Corporate Governance Report forms part of
this report and is annexed to this report as Annexure-5. Detailed information is not given in Board's Report to
avoid duplication of information.

28. CORPORATE SOCIAL RESPONSIBILITY

28.1 Your Company aims to remain committed to society through its social responsibility, strongly connected with the
principle of sustainability, an organization based not only on financial factors but also on social and environmental
consequences.

28.2 Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act and
Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.

29. RISK MANAGEMENT POLICY

29.1 The Company has a Risk Management Policy to monitor and evaluate risks associated at financial, operational and
sectoral levels. The committee takes requisite steps or actions from time to time to mitigate the risks in order to
protect the interest of the stakeholders and to achieve the business objective.

30. SECRETARIAL STANDARDS

30.1 The Company complies with all applicable Secretarial Standards issued by the Institute of Companies Secretaries
of India.

31. LISTING

The Equity Shares of the Company are listed on two stock exchanges viz. BSE Limited and Calcutta Stock Exchange
Limited.

32. DETAILS OF SIGNIFICANT & MATERIAL ORDERS

32.1 There is no significant or material order passed by the regulators or courts or tribunals impacting the going
concern status and Company's operations in future.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

33.1 The Company has in place a Policy of Prevention on Sexual Harassment in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint
Committee has been set up to redress complaints received regarding sexual harassment.

33.2 During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

34. GENERAL DISCLOSURE

34.1 The Board confirms that

i. No application has been made or any proceedings pending under Insolvency and Bankruptcy Code, 2016 as
at the end of the Financial Year 2023-24;

ii. Details of difference between the amount of valuation at the time of one- time settlement and valuation
done while taking loans from banks or financial institutions are not applicable.

iii. The Whole-time Directors or Managing Director of the Company do not receive any remuneration or
commission from any of its subsidiaries and joint venture companies since the company not having any
subsidiary and joint venture companies.

35. PERSONNEL

35.1 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the
operations of the Company during the year.

36. ACKNOWLEDGEMENTS

36.1 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities,
Regulatory Authorities, and the Shareholders for their continued co-operation and support to the Company.

For and on behalf of the Board of Directors of
Seasons Textiles Limited

Inderjeet Singh Wadhwa
Chairman cum Managing Director
DIN:00052459

Date: August 13, 2024
Place: Noida