We are delighted to present on behalf of Board of Directors, 12^th Annual Report of Nandani Creation Limited (the company or Nandani) along with the Audited Financial Statements for the financial year ended March 31, 2024.

1. STA TE OF COMPANY'S AFFAIRS AND BUSINESS OVERVIEW

A JOURNEY THA T DRIVES GROWTH:

A country is best known by its culture, and a culture is best known by its tradition. In an endeavor to bring the best of our country's cultural fabric, quite literally, we launched Jaipur Kurti a brand centered around representing Indian traditional wear for all occasions. Jaipur Kurti was created to explore the varied dynamics of Indian ethnic wear, presenting this heritage to modern women at its widest range.

Your company has three brands "Jaipur kurti”, Amaiva-By Jaipur kurti” & "Desi Fusion.

An Indian Women's Clothing brand promoting sustainability in a creative, durable and fashionable way. Inspired by our Indian cultural heritage, every product produced narrates the tale of fabric, needles, and machines. The brand embodies meticulous fineness in each attire and is soaked in a whimsical traditional charm that every regal customer roots for.

One of the most prosperous launches of Nandani Creation Ltd., Jaipur Kurti, Amaiva- By Jaipur Kurti and Desi Fusion have gained immense recognition due to the pocket-friendly appeal and versatility that they hold while catering for something captivating to each woman out there. Taking homage to Jaipur, Rajasthan, and after the exponential growth, the brands have become synonymous with the ethnic charm, sleek modernity and traditional aesthetics for today's women. The only style theory we follow is that 'Fashion has no bar on age or criterion when it comes to flaunting style and tradition'. Catering to

women of all age groups—their wares are available in all sizes—and focus on making every woman feel like she owns her own style, trend and tradition.

A Forerunner in the ethnic fashion scene of the country, we are "Nandani Creation Limited" a NSE Listed Company, curated with dedication, commitments, modern inspirations and heritage musings. We are a leading fashion house specializing in traditional designs, culturally rich styles and ethnic wear for women. With our unique prints and patterns being fused into every-day fashion by our manufacturing facilities, we have created a diverse range of ethnic wear loved by women. We are best for specializing in the production and sale of a wide range of ethnic Indian wear consisting of Kurtis, Dresses, Suit Sets, Patiala Salwars, Salwar Kameez, Dupattas, wide variety of Bottoms etc.

We are popularly known and identified in apparel market by our brand name "Jaipur kurti” and have 14 Retail Stores (COCO & FOFO) situated at

“Jaipur Kurti”. Vaishali Naaar. Jaipur:

“Jaipur Kurti”. Triton Mali. Jhotwara. Jaipur “Jaipur Kurti". MGFMall. 22 Godam. Jaipur “Jaipur Kurti”. Vidhvadhar Naaar. Jaipur “Jaipur Kurti”. Commercial Street. Bangalore “Jaipur Kurti”. DTMeaa Mali. Guruaram “Jaipur Kurti”. Sri Ganaanaaar “Jaipur Kurti”. Kota “Jaipur Kurti”. Aimer “Jaipur Kurti”. Ahmedabad “Jaipur Kurti”. Bhatinda. Punjab “Jaipur Kurti”. Ambikapur. Chattisaarh “Jaipur Kurti”. Raiouri Garden. Delhi “Jaipur Kurti”. Pacific Mali. Ghaziabad

In the Financial year 2023-24, the company has expanded its physical presence across PAN India by opening SIS Outlets, MBO's in various parts of country such as Delhi, Punjab, Varanasi, Shimla, Uttar Pradesh etc. Your company believes that our

brands have a pan-India appeal across regions. The Company has strong presence in various well known outlets such as Kumbhalgarh, Dress lands, Bindals, Lal sons etc.

Y our company believes that our brands have a pan-India appeal across regions.

More details on the state of Company's affairs and business overview are discussed in the Management Discussion & Analysis Report forming part of this Annual Report.

2. FINANCIAL HIGHLIGHTS & PERFORMANCE SUMMARY.

The standalone and consolidated Financial Statements for the FY ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS”) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures regarding Ind-AS reporting have been made under the Notes to Financial Statements. The Company's performance during the FY under review as compared to the previous FY is summarized below:

During the Financial Year 2023-24:

• For the financial Year 2023-24, your Company recorded Standalone Sales of Rs. 44.22 Cr. as against Rs. 45.26 Cr in the previous years.

• The Consolidated Sales of your Company is Rs. 45.86 Cr. as compared to Rs. 49.53 Cr. the previous year.

The Standalone Profit of the Company after Taxation is Rs. 49.20 Lacs as compared to Rs. 10.99 lacs in the previous year and the Consolidated Profit of the Company after Taxation is Rs. 54.60 Lacs as compared to Rs. 10.99 Lacs in the previous year.

The company's financial performance on a consolidated basis for the year ending as on March 31, 2024 is outlined as follow:

6. CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as "Listing Regulations”) and applicable Accounting Standards, the Company is required to submit Audited Consolidated financial statements of the Company, together with the Auditor's report from part of this Annual Report.

7. CHANGE IN CAPITAL STRUCTURE:

The Authorized Share Capital of the Company is Rs.

18.00. 00.000/- (Rupees Eighteen Crores Only) divided into 1,80,00,000 (One Crore and Eighty Lakhs) Equity Shares of Rs. 10.00 (Rupees Ten Only) each.

The Company has increased its Authorized Share Capital from Rs. 13,00,00,000/- (Rupees Thirteen Crores Only) divided into 1,30,00,000/- (One Crore and Thirty Lacs) Equity Shares of Face Value of Rs. 10/- (Rupee Ten Only) each to ^ Rs. 18,00,00,000/-(Rupees Eighteen Crores Only) divided into

1.80.00. 000/-(One Crore and Eighty Lacs) Equity Shares of Face Value of Rs. 10/- (Rupee Ten Only) vide a Ordinary Resolution passed through Postal Ballot by Members on February 16, 2024 pursuant to Section 62(1)(c ) of the Companies Act, 2013..

During the year under review, the company's paid up capital is increased via conversion of Warrants into Equity Shares vide Board Meeting dated December 14, 2023 for 50,000 shares.

After the said allotment, the paid up Equity Share Capital is 11,48,39,500/- (Rupees Eleven Crores Forty Eight Lacs Thirty Nine Thousand Five Hundred Only) divided into 1,14,83,950 (One Crores Fourteen lacs Eighty Three Thousand Nine Hundred Fifty) Equity Shares of '10/- (Rupees Ten Only) each.

8. INFORMATION_ABOUT

SUBSIDIARIES/ASSOCIA TE COMPANY/JOINT VENTURES:

The Company has one Wholly Owned Subsidiary Company:

Desi Fusion India Private Limited

Desi Fusion India Private Limited was incorporated in Jaipur on 31.05.2016. Our Subsidiary Company is engaged in the business of Buying and Selling of Fabrics.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act) Accounting Standards and Securities and Exchange Board of India (SEBI)(Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) the Company has prepared consolidated financial statements which form part of this Annual Report.

In accordance with Schedule V of Listing Regulations, the Company is required to make the Disclosure for its Holding Company and Subsidiary Company.

A separate statement containing salient features of the financial statements of the Company's subsidiary in prescribed form AOC- 1 and the Disclosure under Schedule V is annexed as Annexure 1 to this report.

The audited financial statement including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Company's website i.e. www.nandanicreation.com The financial

statement of the subsidiary company is available on the Company's Website i.e. www.nandanicreation.com

9. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of secretarial standards, SS1 & SS2 issued by the Institute of Company Secretaries of India.

10. MATERIAL ORDER

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material

orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

11. OPENING OF NEW RETAIL STORES WITH BRAND ‘JAIPUR KURTI”

Your Company Nandani Creation Limited has total 8 Retail Stores (COCO) and 5 Retail Stores (FOFO) in India.

The Company has opened three COCO store in the F. Y. 2023-24 to expand its business at Bengaluru, Karnataka, Kota, Rajasthan and Sri Ganganagr, Rajasthan. The Proposed Retail stores were spread over ~ 800-1000 sqft area and will offer the latest collection for women wear brands "Jaipur Kurti" and "Amaiva" by Jaipur Kurti.

The Company has opened three FOFO store in the F.Y. 2023-24 and til! date to Strengthen Company's own sales channel network at Ambikapur, Chattisgarh, Bhatinda, Punjab and Ajmer, Rajasthan.

The Company has launched its 14^th Retail Store on April 02, 2024 making the total count to Fourteen (14).

Through continuous focus on its own D2C sales platforms Nandani Creation is poised to strengthen its presence in women Indian wear offering category with a diverse range of collection under the brands "Jaipur Kurti” and "Amaiva” by Jaipur Kurti.

12. OPENING OF SIS OUTLETS WITH BRAND JAIPUR KURTI”

Your company has expanded its Retail footprints by opening 70 SIS (Shop-in-Shop) Outlets in various parts of the Country such as Punjab, Uttar Pradesh, Delhi, Ghaziabad, Jalandhar, Shimla, Chandigarh etc.

The Major names of SIS Counters are Dress Land, Bindals, Lal Sons, Kambhalghar etc.

13. MATERIAL CHANGES & COMMITMENTS AFFECTING THE COMPANY:

In pursuance to Section 134(3)(l) of the Companies Act, 2013, the following Material Changes have occurred between the end of Financial Year and date of this Report affecting the financial position of the Company.

14. PUBLIC DEPOSIT

The Company has not accepted any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of Deposits which are not in compliance with Chapter V of the Act is not applicable.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this annual report.

16. FURTHER PUBLIC OFFER- RIGHTS ISSUE

During the year Financial Year 2023-24, the company in its Board Meeting held on March 23, 2024 has considered and approved the filling of the Draft Letter of Offer (DLOF) dated March 23, 2024 with Stock Exchange for raising of Funds through Issuance and allotment of equity shares for an amount not exceeding Rs. 1600 Lakhs to the eligible Equity Shareholders of the Company on the rights Basis.

The company has applied to the Stock Exchanges seeking in-principle approval for the proposed rights Issue on March 24, 2024.

The Company has received the In-principle Approval of stock exchange on April 05, 2024 for the proposed Rights Issue.

The Equity Shares of the Company are listed on National Stock Exchange of India Limited (NSE).

The Directors are pleased to inform that the Company has completed the Rights Issue of its

Equity Shares of 53,27,656 fully paid up Equity shares at a price of Rs. 30/- per equity share (including premium of Rs. 20/- per Equity shares) aggregating to Rs. 1598.30 lakhs on rights Basis to the Eligible Equity shareholders in the ratio of 100 rights equity shares held by the Eligible Equity Shareholders on the record date i.e. on Thursday, July 04, 2024.

The Rights issue was opened on Friday, July 12, 2024 and was closed on Friday, July 26, 2024.

The Company has received approval from NSE for trading of the shares allotted under rights Issue on August 08, 2024.

As per the Object Clause of the Offer, the net proceeds of the Issue were to be utilized towards:

1. To augment the existing and incremental working capital requirement of our Company

2. Investment in our Subsidiary, Desi Fusion Private Limited (DFPL) for funding its Working Capital Requirement.

3. General Corporate Purposes

Post the Issue, 45.69% of the Equity Share capital of the Company is held by the Promoter and Promoter Group.

17. RELATED PARTY TRANSACTIONS:

During the financial year ended March 31, 2024, all the transactions with the Related Parties as defined under section 188 the Act read with rules framed there-under and Regulation 23 of the Listing Regulations were in the 'ordinary course of business' and 'at arm's length' basis. The Company does not have a 'Material Subsidiary' as defined under Regulation 16(1)(c) of the Listing Regulations.

During the year under review, the Company did not enter into any Related Party Transactions which require prior approval of the Members. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have reviewed the Related Party

Transactions on a periodic basis. During the year under review, there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company except with the wholly owned subsidiary.

Further As per SEBI (LODR) Regulations, 2015 and Companies Act, 2013 transactions entered into between a holding company and its wholly owned subsidiary is exempted from any type of approvals whether by Board or shareholders.

There are no particulars of material contracts or arrangements with related parties referred in section 188(1) of the Act. Information on transactions with related parties pursuant to Section 188(1) for entering into such contract or arrangement in Form AOC-2 is annexed to this Report as Annexure-2. All the transactions with the related party were in accordance

with the Section 188 of the Companies Act, 2013, read with the Rules issued thereunder and the Listing Regulations.

The Company has formulated a policy on materiality of related party transactions and also on dealing with Related Party Transactions which has been uploaded on the Company's website at the web link https://www.nanda

nicreation.com/docs/investors/policies/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTIONS.pdf

18. AUDITOR AND REPORT THEREON:

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s Manisha Godara & Associates, Company Secretaries, New Delhi (FRN: S2014RJ268900) as the Secretarial Auditor to conduct an audit of secretarial records for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended 31^st Day of March, 2024 under Act, read with Rules made thereunder and Regulations 24A of the listing regulations (including any statutory modification(s) or re - enactment(s) thereof for the

time being in force) is set out in the Annexure 3 to this report.

The Secretarial Audit Report does not contain any qualification.

The Board has re - appointed M/s Manisha Godara & Associates, Company Secretaries, New Delhi (FRN: S2014RJ268900) as Secretarial Auditors of the Company for FY 2023-24. The company has received consent from Mrs. Manisha Godara to act as the auditor for conducting audit of the secretarial records for the financial year ending as on 31^st Day of March, 2025.

Further, in line with the aforesaid compliance, the Board of Directors has re-appointed M/s Manisha Godara & Associates, Company Secretaries, New Delhi (FRN: S2014RJ268900), in its meeting held on 05^th September, 2024 for conducting the Secretarial Audit for the Financial Year ending as on 31^st March, 2025.

Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report for the financial year ended March 31, 2024 from M/s Manisha Godara & Associates, Company Secretaries, New Delhi in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/CFD/ CMD1/27/2019 dated February 8, 2019. The said Report for the financial year ended March 31, 2024 has been submitted to the Stock Exchanges within the prescribed statutory timelines and annexed to the Report on Corporate Governance.

STATUTORY AUDITORS & STATUTORY AUDIT REPORT

M/s Ashok Holani & Co., Chartered

Accountants, Jaipur (FRN: 009840C), were reappointed for the 2^nd Tenure as the statutory Auditors of the Company at 8^th Annual General Meeting of the Company held on 28^th September, 2020 for a period of 5 years till 13^th Annual General Meeting to be held in the FY 2025, subject to ratification at every AGM.

M/s Ashok Holani & Co., Chartered

Accountants, Jaipur (FRN: 009840C), have

submitted their resignation w.e.f. May 14, 2024. The reason mentioned for resignation was

Consideration of resources presently available with audit firm to handle professional obligations and responsibilities on account of the operational requirements of the auditee Company”.

The Company have accepted the resignation and put the same on their record and reference.

Due to the casual vacancy caused by the resignation of M/s Ashok Holani & Company, Chartered Accountants, Jaipur, the company has appointed M/s P C Modi & Company, Chartered Accountants, Jaipur (FRN: 000239C) on June 06, 2024 to hold office till the ensuing General Meeting of the Company.

The Company has called the Extra Ordinary General Meeting on September 04, 2024 and have appointed M/s P C Modi & Company, Chartered Accountants to hold office till the ensuing Annual General Meeting scheduled to be held on September 30, 2024.

The Statutory Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31^st March, 2024. The Auditors' Report for the financial year ended 31st March, 2024 on the financial statements of the Company is a part of this Annual Report.

As per sub section 12 of section 143 of the Act during the financial year no fraud was reported by the Auditor of the Company in their Audit Report.

INTERNAL AUDITORS & INTERNAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s Jain Shrimal & Co., Chartered Accountants, Jaipur (FRNo.: 001704C) as the

Internal Auditor to conduct an audit of Internal records for the financial year 2023-24.

The Board has re - appointed M/s Jain Shrimal & Co., Chartered Accountants, Jaipur (FRN.: 001704C) as Secretarial Auditors of the Company for FY 2023-24. The company has received consent from them to act as the auditor for conducting audit of the internal records for the financial year ending as on 31^st March, 2025.

Further, in line with the aforesaid compliance, the Board of Directors has re-appointed M/s Jain

Shrimal & Co., Chartered Accountants, Jaipur (FRN.: 001704C), in its meeting held on 05^th September, 2024 for conducting the Internal Audit for the Financial Year ending as on 31^st March, 2025.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays a crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

As on March 31, 2024, the total Board strength comprises of 6 Directors out of which 3 Directors are Executive Directors and 3 are Non- Executive Independent Directors. All Independent Directors of the company as on the date of this report have also registered on Independent Directors in Database of IICA for Independent Directors.

The Company's Board Members are from diverse backgrounds with skills and experience in critical areas like Marketing, Finance & Taxation, Economics, Law, Governance etc. Further, all Independent Directors are persons of eminence and bring a wide range of expertise and experience to the board thereby ensuring the best interests of stakeholders and the Company. They take active part at the Board and Committee Meetings by providing valuable guidance to the management on various aspects of Business, Policy Direction, Compliance etc. and play critical role on issues, which enhances the transparency and add value in the decision making process of the Board of Directors. The composition of the Board also complies with the provisions of the Act and Regulation 17(1) of Listing Regulations. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the statutory, as well as business requirements

During the year under review, the following changes occurred in the Board of Directors:

• Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mrs. Vandana Mundhra (DIN: 05202403) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. The Board recommends her reappointment for consideration by the Members of the Company at the 12^th Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act, the KMP's of the Company as on March 31, 2024 are as follows:

1. Mr. Anuj Mundhra, Chairman & Managing Director

2. Mrs. Vandana Mundhra, Whole-Time

Director

3. Mrs. Sunita Devi Mundhra, Whole-Time Director

4. Mr. Gaurav Jain, Non-Executive

Independent Director

5. Mr. Gagan Saboo, Non-Executive

Independent Director

6. Mr. Neetesh Kabra, Non-Executive

Independent Director

7. Mr. Dwarka Dass Mundhra, Chief Financial Officer

8. Ms Gunjan Jain, company Secretary & Compliance Officer

None of the Directors of the Company are disqualified/ debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India.

20. CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a Certificate of Auditors on its Compliance forms an integral part of this Report Annual Report as Annexure-4.

21. EXTRACT OF ANNUAL RETURN:

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 Company's website at the following web link:-

https://www.nandanicreation.com/annual-

report.php

22. BOARD MEETING:

During the year under review 7 (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 Companies Act, 2013.

The details of Meetings of the Board and its Committees are given in the Corporate Governance Report.

23. GENERAL MEETINGS:

Annual General Meeting:

The 11^th Annual General Meeting of the members of the Company was held on Friday, September 29, 2023, through video conference pursuant to the Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 followed by Circular No. 20/2020 dated May 5, 2020 and all other relevant circulars issued from time to time by MCA (collectively referred to as "MCA Circulars”) to approve Financial Statements and other matters. All the Executive Directors were present in the meeting.

Extra-Ordinary General Meeting:

During the Financial Year 2023-24, the company has not conducted any Extra Ordinary General Meeting (EGM)

The Company held an Extra Ordinary General Meeting on Wednesday, September 04, 2024 through VC/OAVM for the following matter:

- Appointment of Statutory Auditors to fill the casual vacancy on resignation.

All the executive Directors were present in the meeting.

Postal Ballot:

The company has passed following Special Business vide resolutions passed through postal ballot:

• Ordinary Resolution for Increase in the Authorized Share Capital and consequent

alteration of the capital clause in the Memorandum of Association.

• Special Resolution for Authorizing capital raising through Issuance of Equity Shares.

The Resolutions were passed through Postal ballot by Members on February 16, 2024. At present, the Company has no proposal to pass any special resolution through postal ballot.

24. COMMITTEES OF THE BOARD

The Board of Directors of the Company has constituted the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

Pursuant to the provisions of the Act and Rules made there under and SEBI (LODR) regulation, 2015, the board has constituted various committees. Composition and other details on the committee are given in the Corporate Governance Report.

The Committees' composition, charters and meetings held

during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

25. MEETING OF INDEPENDENT DIRECTORS

Pursuant to Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors of the Company are required to hold at least one meeting in a year without the attendance of NonIndependent Directors and Members of Management. All the Independent Directors of the Company shall strive to be present at such meeting.

The Details of the three Independent Directors of the Company are as follows:

During the year, One (1) Meeting of the Independent Directors was convened and held on 01.09.2023.

TERMS OF REFERENCE:

i. The performance of Non-Independent directors and the Board as a Whole;

ii. The performance of the Chairperson of the Company, taking into account the views of executive directors and Non-Executive Directors;

iii. 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;

26. DECLARATION OF INDEPENDENCY BY INDEPENDENT DIRECTORS:

There are three Independent Directors on the Board of the Company. Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) and Schedule IV of the Act and Regulation 16 of the SEBI Listing Regulations.

The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the

Act, and the rules made thereunder and are independent of the management.

None of the independent directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion, the Independent Directors fulfill the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per SEBI Listing Regulations.

27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors with regard to their roles, rights and responsibilities in the Company and provides details regarding the nature of the industry in which the Company operates the business models of the Company etc. which aims to provide insight to the Independent Directors to understand the business of the Company.

Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities. The details of the familiarization program for Independent Directors are available on the Company's website and can be accessed at www.nandanicreation.com

28. PERFORMANCEEVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration committee to formulate a process for effective evaluation of the performance of

individual directors, committees of the Board and the Board as a whole.

The Board formally assesses its own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, instances of sharing best and next practices, domain, knowledge, vision, strategy, engagement with senior management etc.

The independent directors at their separate meeting review the performance of non -independent directors and the Board as a whole, chairperson of the Company after taking into account the views of Executive director and non -executive directors, 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 the duties.

Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon.

29. DIRECTORS RESPONSIBILITYSTATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification^) or re-enactment(s) thereof for the time being in force), the Directors of the Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31^st March, 2024 the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the

Companies as at 31^st March, 2024 and of profit and Loss of the Company for the financial year ended 31^st March, 2024;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Company Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the annual accounts have been prepared on a "going concern” principal;

(e) proper internal financial control laid down by the directors were followed by the Companies and that such internal financial controls are adequate and operating effectively ; and;

(f) Proper system to ensure compliance with the provisions of all applicable laws was in place and that such system are adequate and operating effectively.

30. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report as Annexure-5. It speaks about the overall industry structure, global and domestic economic scenarios, developments in business

operations/performance of the Company's various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, Risk, threats, outlook etc.

31. BUSINESS RESPONSIBILITY STATEMENT

Your Company has always been at the forefront of voluntary disclosures to ensure transparent reporting on all matters related to the Company's governance and business operations. The report comprehensively covers your Company's philosophy on corporate social responsibility, its sustainability activities pertaining to efforts on conservation of environment, conducting green awareness events, its commitment towards society, enhancing primary education, initiatives and activities taken up as part of this philosophy for the year 2023-24. But since, this report is applicable only on Top 1000 Listed Entities, we are not attaching the report with the Annual Report.

32. DETAILS ON INTERNAL FINANCIAL

CONTROLS RELATED TO FINANCIAL

STATEMENTS

According to Section 134(5) (e) of the Act, the term 'Internal Financial Control' ('IFC') means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has established a robust framework for internal financial controls. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.

33. INSIDER TRADING CODE OF CONDUCT:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under SEBI(Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct has been made available on the Company's website at www.nandanicreation.com

34. NOMINA TION & REMUNERA TION POLICY:

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee

shall formulate the criteria for appointment & Re -appointment of Directors on the Board of the Company and persons holding senior management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations. The Policy details are given in Corporate Governance Report.

35. OTHER STATUTORY DISCLOSURES

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy and has established Vigil Mechanism for employees including Directors of the Company to report genuine Concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act.

The Whistle Blower Policy of the Company is also available on the website of the Company at the link http://www.nandanicreation.com/docs/investors /policies/WHISTLER-BLOWER-POLICY.pdf.

During the year, no whistle blower event was reported & mechanism is functioning well. Further, no personnel has been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULA TORS OR COURTS OR TRIBUNALS

There are no such significant and material orders passed by the regulators or courts or tribunals, impacting the going concern status and company's operations in future.

PARTICULARS OF EMPLOYEES

Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-6.

Apart from that, there are no Employees in the Company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in the report.

The Company is required to give the Disclosure under Schedule V Part II secti2 of the Act. The same is attached in Annexure-6.

RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimizes adverse impact on the business objectives and enhances the Company's competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

The Risk Management procedure will be reviewed by the Audit Committee and the Board of Directors on time to time basis.

LISTING OF SHARES

Your Company's shares are listed on the National Stock Exchange of India Limited and the Listing fee for the year 2023-24 has been duly paid.

DEPOSITORY SYSTEM

As the Members are aware, your Company's shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company's shares

on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE696V01013.

HUMAN RESOURCE DEVELOPMENT

The Company recognizes the importance of Human Resource as a key asset instrumental in its growth. The Company believes in acquisition, retention and betterment of talented team players. With the philosophy of inclusive growth, the Company has further redefined its performance management system. The new system focuses on progression of individual employees together with organizational goals. Under the new system increased thrust will be on job rotation and multi-skilling. HRD activities are taken in the Company involving positive approach to develop employees to take care of productivity, quality and customer needs. The Company has to make constant efforts to manage labour shortages. To develop skilled labour, training facilities are provided to the employees in house or by deputing them to the machinery suppliers and to training institutes for specific training. The Company has well developed management information system giving daily, monthly and periodical information to the different levels of management. Such reports are being analyzed and effective steps are taken to control the efficiency, utilization, productivity and quality in the Company.

36. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

1. The Company has no activity involving conservation of energy or technology absorption.

2. There is no foreign exchange earnings and outgo.

37. GREENINITIATIVES:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 10^th Annual General Meeting of the Company including the Annual Report for FY 202122 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

38. POLICY ON PREVENTION OF SEXUAL HA RASSMENT A T WORKPLA CE

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In order to prevent sexual harassment of women at work place "The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013” was notified on 9th December, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of Women at workplace and also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

During the financial year ended 31st March, 2024,, the Company did not receive any compliant and no compliant was pending at beginning and at the end of the year.

39. CODE OF CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT:

The code of conduct has been circulated to all the members of the Board and Senior Management Personnel and they have affirmed their compliance with the said code of conduct for the financial year ended on March 31, 2024.

A declaration to this effect signed by Mr. Anuj Mundhra Managing Director and Mr. Dwarka Dass Mundhra, Chief Financial Officer, of the Company stating that the members of Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct of Board of Directors and senior management is annexed as "Annexure A” to the Corporate Governance Report forming part of this Report

40. TRANSFER OF AMOUNTS TO INVESTOR EDUCA TION AND PRO TECTION FUND (IEPF)

Pursuant to sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”) there was no dividend which is unclaimed/ unpaid for more than seven years, hence the company is not

required to transfer any amount to Investor Education and Protection Fund.

41. CERTIFICATIONS FROM CHIEF FINANCIAL OFFICER/CHIEF EXECUTIVE OFFICER OF THE COMPANY:

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of Listing Regulations from Mr. Dwarka Dass Mundhra, the Chief Financial Officer and Mr. Anuj Mundhra, Chairman and Managing Director of the Company. The Same is forming as Annexure-7 the part of this Annual Report.

The Company has also obtained a Declaration signed by Chief Financial Officer stating that the Members of the Board of Directors and Senior management personnel have affirmed compliance with the code of conduct of Board of Directors and senior management. The Same is forming as Annexure-7 the part of this Annual Report.

42. GENERAL DISCLOSURES:

Other disclosures required as per Companies Act, 2013 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other laws and rules applicable are either NIL or NOT APPLICABLE to the company.

43. APPRECIATION

Your Directors' would like to express their gratitude to the esteemed shareholders for their trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended by our users, bankers, customers, suppliers, local authorities, business associates, government & non-government agencies and various other stakeholders.

The Board of Directors wishes to express its appreciation for the valuable contribution and continued hard work made by each and every

member of the Jaipur Kurti Family at all levels, amidst the challenging time. Their dedicated efforts

and enthusiasm have been pivotal to your Company's growth

DATE: JAIPUR FOR AND ON BEHALF OF NANDANI CREATION LIMITED

PLACE: 05.09.2024

Sd/- Sd/-

ANUJ MUNDHRA VANDANA MUNDHRA

MANAGING DIRECTOR WHOLE-TIME DIRECTOR

DIN: 05202504 DIN:05202403