To,

The Members,

Vedant Fashions Limited

The Board of Directors of the Company hereby have pleasure in presenting the Twenty-Second Annual Report and the audited Annual Accounts on the business and operations of the Company for the year ended March 31, 2024 ("year under

review"/"FY 23-24").

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 13,648.88 Millions on a standalone basis, as against INR 13,259.64 Millions in the previous Financial Year 2022-23 (‘FY 22-23'). The profit before tax (PBT) was INR 5,484.16 Millions in FY 23-24 as against INR 5,670.32 Millions in FY 22-23. The Company reported best-in-class profit after tax (PAT) margin of 30.37% and the PAT stood at INR 4,145.74 Millions during FY 23-24.

On a Consolidated basis, the Company recorded the Turnover of INR 13,675.32 Millions during FY 23-24, as against INR 13,549.30 Millions in FY 22-23 and the PBT of INR 5,484.06 Millions in FY 23-24, as against INR 5,758.39 Millions in FY 22-23. The Company reported best-in-class PAT margin of 30.29% and the PAT stood at INR 4,141.72 Millions during FY 23-24.

During FY 23-24, the Company continued with strong retail footprint expansion and successfully rolled out approximately 234 thousand square feet of net retail area. As of March 2024, the Exclusive Brand Outlets (EBOs) area, which is the dominant channel for the Company, stood at 1.70 million square feet, spanning 676 stores (including SIS) in 268 cities and towns globally. The national EBO footprint tally was at 660 stores (including SIS), spread across 255 cities and towns in India. The Company continued to enhance customer experience through its omni channel presence supported by online (own website) and offline retail channels.

In order to nurture its brands, the Company has been consistently involved in robust advertisement and brand promotion activities and have engaged leading celebrities including Ram Charan, Ranveer Singh, Kiara Advani, Sobhita Dhulipala and Tripti Dimri for endorsement/

promotional activities of its brands/products. Your Directors are hopeful that such promotion activities will go a long way in connecting with our customers and potential target demography, thus strengthening our brand equity. This supported with retail marketing, visual merchandising, strong focus on customer-centric orientation, use of new technology platforms like Salesforce, Adobe and inhouse software solutions in areas of customer experience, would help attract new customers and also retain them.

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 Board at its meeting held on 25^th January, 2024 has approved a draft scheme (the Scheme) for amalgamation of Manyavar Creations Private Limited (MCPL), a wholly owned subsidiary, with the Company, with 1^st April, 2024 as the Appointed Date, subject to the sanction by the Hon'ble National Company Law Tribunal (NCLT), Kolkata bench. MCPL being a wholly owned subsidiary of the Company, no consideration is payable. The NCLT by passing an Order dated 6^th March, 2024 has allowed dispensation of the meetings of the shareholders and creditors of the Company and MCPL. The Company has filed the petition (second motion application) before the NCLT on 25^th April, 2024 to obtain sanction of the Scheme, which was heard by the NCLT as on the date of this Report and an order was passed to list the matter for further consideration at a later date.

Amounts Transferred to Reserves

The Board of the Company has decided to retain the entire amount of its profit earned in FY 2023-24 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 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.vedantfashions.com/wp- content/uploads/2024/04/DIVIDEND-P?LICY.pdf.

The Board of Directors of your Company, after considering the above mentioned objectives, has decided to recommend a final dividend of INR 8.50/- (Indian Rupees Eight and Paise Fifty only) per equity share of INR 1/- (Indian Rupee One only) each fully paid-up for the FY 2023-24. This dividend is subject to approval of the shareholders at the ensuing annual general meeting and shall be subject to deduction of tax at source.

Material Changes affecting the Financial Position of the Company

During the year under review, 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.

Achievement of Minimum Public Shareholding (MPS)

Your Directors are pleased to inform that the Offer for Sale (OFS) of Shares through Stock Exchange Mechanism" made by a Promoter of the Company on 18^th and 19^th May, 2023 was successfully executed and saw a favourable response across categories, resulting into oversubscription of the same and as a result, the shareholding of the Promoter and the members of Promoter Group in the Company changed from 84.88% to 75.00% of the paid-up equity share capital of the Company. Accordingly, the Company has become compliant with the MPS requirements, as mandated under rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules 1957, read with Regulation 38 of the SEBI (LODR) Regulations, 2015.

Capital Structure of the Company

There was no change in the authorised share capital of the Company during the year under review.

The Company has allotted 2,330 equity shares of INR 1/- each on May 24, 2023, 974 equity shares of INR 1/- each on July 26, 2023, 1,574 equity shares of INR 1/- each on August 03, 2023, 15,772 equity shares of INR 1/- each on September 27, 2023, 20,770 equity shares of INR 1/- each on November 07, 2023, 9,608 equity shares of INR 1/- each on December 15, 2023, 24,149 equity shares of INR 1/- each on January 25, 2024, 13,356 equity shares of INR 1/- each on March 01, 2024 and 1,340 equity shares of INR 1/- each on March 23, 2024, against exercising of options by the 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 has not issued equity shares with differential voting rights or any sweat equity shares, during the year under review. The paid-up equity shares capital of the Company as at 31^st March, 2024 stood at INR 24,28,69,863/- consisting of 24,28,69,863 equity shares of INR 1/- 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: www.vedantfashions.com.

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.

Mrs. Shilpi Modi, Whole-time Director (DIN: 00361954), 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 her reappointment.

The information prescribed by SEBI (LODR) Regulations, 2015 in respect of the above-named Director shall be given in the Notice of Twenty Second AGM.

Number of Board Meetings & Attendance

During the financial year 2023-24, 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 Chairperson, Mr. Manish Mahendra Choksi, Mr. Ravi Modi and Mr. Tarun Puri as the members. 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

Declarations pursuant to the Sections 164(2) and 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and that they have registered their names in the Independent Directors' Databank, as well as affirmation of compliance with the Code of Conduct, by all the Independent Directors of the Company have been made. 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 and Senior Management 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/wp-content/ uploads/2024/04/NOMINATION-AND-REMUNERATION- POLICY.pdf

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 754 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 31^st March, 2024, 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, 2024 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 statutory auditors under subsection (12) of Section 143 of the Companies Act, 2013.

Details of Subsidiary, Joint Venture, or Associate

The Company has a wholly owned Subsidiary Company, namely Manyavar Creations Private Limited (MCPL). MCPL is engaged in the business of trading readymade Indian wedding and celebration wear garments and related accessories for men, women and kids. As mentioned hereinabove, the Board at its meeting held on 25^th January, 2024 has approved a draft scheme for amalgamation of MCPL with the Company, with 1^st April, 2024 as the Appointed Date, subject to the sanction by the Hon'ble National Company Law Tribunal (NCLT), Kolkata bench.

Further, there are no Associates or Joint Ventures as on March 31, 2024. 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 in respect of performance and financial position for the financial year ended March 31, 2024, of the Subsidiary in the Form AOC-1 is annexed to this Report and marked as Annexure II.

Deposits

The Company did not accept any deposits covered under Chapter V of the Companies Act, 2013 during the financial year ended March 31, 2024. 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 23-24 in the prescribed format (i.e., AOC 2) is attached with this report as Annexure III.

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 IV 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/ wp-content/uploads/2024/04/CORPORATE-SOCIAL- RESPONSIBILITY.pdf

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 2023-24, the Company purchased 700 tonnes of carbon credit to offset the total Scope 1 and 2 GHG emissions of 677.75 tCO2e in the FY 2022-23.

(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 on this.

(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.

O 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/wp-content/uploads/2024/04/ RISK-MANAGEMENT-POLICY.pdf. 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/wp-content/uploads/2024/04/WHISTLE-BLOWING- POLICY.pdf

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 standalone and Consolidated financial statement for the year ended 31^st March, 2024 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 2023-24, 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 V. 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, 2025 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 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.

(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 Cost Auditor are not applicable.

(v) No application has been made 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 amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Acknowledgment

The Board of Directors expresses their sincere appreciation for the assistance and co-operation received from the stakeholders viz. financial institutions, bankers, Government and semi-Government authorities, customers, and shareholders during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staffs, and workers.