Directors Report of Vedant Fashions Ltd.

Mar 31, 2025

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

Financial Highlights

Your Companyâs financial performance for the year under review is summarized below:

(INR in Million)

Particulars	For the Year Ended March 31, 2025	For the Year Ended March 31, 2024
Income:
I. Revenue from operations	13,864.83	13,675.32
II. Other income	851.57	696.71
III. Total income (I II)	14,716.40	14,372.03
IV. Expenses:
Cost of materials consumed
- Raw Materials	1,584.84	1,292.09
- Accessories & packing materials	177.74	156.97
Purchases of stock-in-trade	2,552.49	2,057.12
Changes in inventories of finished goods, stock-in-trade and work-inÂ¬ progress	(623.94)	285.95
Employee benefits expense	597.99	567.78
Finance costs	552.08	445.00
Depreciation and amortisation expense	1,530.61	1,348.54
Other expenses Total expenses V. Profit before tax (III-IV) VI. Tax expense:	3,149.63	2,734.52
	9,521.44	8,887.97
	5,194.96	5,484.06

- Current Tax	1,260.98	1,318.40
- Deferred tax Total Tax Expense VII. Profit for the year (V-VI) VIII. Other Comprehensive Income/(Loss)	49.26	23.94
	1,310.24	1,342.34
	3,884.72	4,141.72

(i) Item that will not be reclassified to profit or loss.
(a) Re-measurement losses on defined benefit obligations	(2.95)	(5.16)
(b) Income tax effect on above	0.74	1.29
(ii) Item that will be reclassified to profit or loss.
(a) Fair value changes in debt instruments through Other Comprehensive Income	(2.37)	7.34
(b) Income tax effect on above Other comprehensive income/(loss) for the year, net of tax	0.60	(1.85)
	(3.98)	1.62

Particulars	For the Year Ended March 31, 2025	For the Year Ended March 31, 2024
IX. Total comprehensive income for the year	3,880.74	4,143.34
Paid up equity share capital [face value of INR 1 each (PY: INR 1 each)]	242.94	242.87
Other Equity	17,620.16	15,775.93
X. Earnings per equity share (EPS) (face value of share of INR 1 each)
Basic (in INR per share)	15.99	17.06
Diluted (in INR per share)	15.98	17.04

State of the Companyâs Affairs

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

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

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

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

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

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

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

Amounts Transferred to Reserves

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

Dividend

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

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

Material Changes affecting the Financial
Position of the Company

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

Capital Structure of the Company

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

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

Date of Allotment No. of Cumulative Paid-up Shares Capital Allotted (after allotment)
April 30, 2024	2,745	24,28,72,608
May 25, 2024	2,683	24,28,75,291
June 26,2024	545	24,28,75,836
July 29, 2024	10,588	24,28,86,424
August 14, 2024	12,183	24,28,98,607
September 16, 2024	9,759	24,29,08,366
October 29, 2024	4,266	24,29,12,632
December 17, 2024	9,741	24,29,22,373
February 17, 2025	2,906	24,29,25,279
March 26, 2025	18,730	24,29,44,009

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

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

Particulars of Employee Stock Option Scheme

Employeesâ 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 Companyâs 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
(âthe Scheme Prathamâ), 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 [âSEBI (SBEB & SE) Regulationsâ]. The
detail of Employeesâ Stock Options forms part of the Notes
to accounts of the Financial Statements for the year under
review.

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

Changes in Directors and Key Managerial
Personnel

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

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

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

Number of Board Meetings & Attendance

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

Number of Committee Meetings & Attendance

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

Composition of Audit Committee

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

Evaluation of the Boardâs Performance,
Committee, and Individual Directors

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

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

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

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

Declaration by Independent Directors

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

Nomination and Remuneration Policy

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

Remuneration of directors and employees

Disclosure pertaining to Remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (the Rules) is annexed
and marked as Annexure I. The information pursuant
to Rules 5(2) and 5(3) of the Rules not annexed to this
Report, is readily available for inspection by the members
at the Companyâs 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 [email protected],
whereupon a copy would be sent.

Human Resources

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

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

Directorsâ Responsibility Statement

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

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

b) the directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as of March 31, 2025 and of the profit of the
Company for that period;

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

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

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

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

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

The Company has adequate internal financial control
systems commensurate with its nature of business and
size of the operations of the Company including adherence
to Companyâs 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.

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 Companyâs internal
financial control with reference to financial statements.

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

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

Details of Subsidiary, Joint Venture, or
Associate

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

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

Deposits

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

Particulars of Loan, Guarantees and
Investments under Section 186

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

Particulars of Contracts or Arrangements
with Related Parties

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

Corporate Social Responsibility (CSR) Policy

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

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

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

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

â¢ Conservation of Energy and Technology
Absorption:

The various details under this head are as follows -

(A) Conservation of energy-

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

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

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

(B) Technology absorption-

(i) the efforts made towards technology
absorption:

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

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

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

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

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

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

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

(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.

â¢ Foreign Exchange Earnings / Outgo:

Earnings	INR 35,85,07,104/-
Outgo	INR 1,38,28,206/-

Risk Management Policy

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 Companyâs 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 âRisk Managerâ for the purpose of effective coordination
of the risk management mechanism.

Disclosure on Establishment of a Vigil
Mechanism

and information and was made available on Companyâs
website in the name and style of âVigil Mechanism Policy
(or Whistle Blower Policy)â -

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

corporate-governance/policies-practices/

Secretarial Standards

During the year under review, the Company has complied
with Secretarial Standards on Meetings of the Board of
Directors (âSS-1â) and on General Meetings (âSS-2â) 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 & Auditorâs 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 Auditorâs Report on the financial statement for the year
ended 31^st March, 2025 does not contain any qualification
or adverse remark.

Web Link of Annual Return

As required under the Section 134 of the Companies Act,
2013, a copy of Annual Return (referred to in Section 92(3)
of the Act) for the Financial Year 2024-25, has been placed
at the Companyâs 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 âPOSH
Committeeâ. 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

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

Secretarial Auditor

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

Listing fees

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

General Disclosures

During the year under review:

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

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

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

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

(v) No application has been made or any proceeding is
pending under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of
application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as at the end of
the Financial Year is not applicable.

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

Acknowledgment

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

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

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

Ravi Modi Shilpi Modi

Place: Kolkata Chairman & Managing Director Whole-time Director

Date: May 06, 2025 DIN 00361853 DIN 00361954

Mar 31, 2024

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 (âyear under

reviewâ/âFY 23-24â).

Financial Highlights

Your Companyâs financial performance for the year under review is summarized below:

(INR in Million)

Particulars	Standalone		Consolidated
	For the Year Ended March 31,2024	For the Year Ended March 31,2023	For the Year Ended March 31,2024	For the Year Ended March 31,2023
Income:
I. Revenue from operations	13,648.88	13,259.64	13,675.32	13,549.30
II. Other income	682.47	370.42	696.71	402.41
III. Total income (I II)	14,331.35	13,630.06	14,372.03	13,951.71
IV. Expenses:
Cost of materials consumed
- Raw Materials	1,292.09	1,436.47	1,292.09	1,436.47
- Accessories & packing materials	156.97	190.54	156.97	190.54
Purchases of stock-in-trade	2,057.12	2,280.96	2,057.12	2,280.96
Changes in inventories of finished goods, stock-in-trade and work-in-progress	284.26	(403.53)	285.95	(388.61)
Employee benefits expense	566.20	551.80	567.78	566.30
Finance costs	444.66	303.51	445.00	314.64
Depreciation and amortisation expense	1,324.62	974.57	1,348.54	1,037.85
Other expenses	2,721.27	2,625.42	2,734.52	2,755.17
Total expenses	8,847.19	7,959.74	8,887.97	8,193.32
V. Profit before tax (III-IV)	5,484.16	5,670.32	5,484.06	5,758.39
VI. Tax expense:
- Current Tax	1,317.74	1,425.59	1,318.40	1,444.69
- Deferred tax	20.68	15.82	23.94	22.62
Total Tax Expense	1,338.42	1,441.41	1,342.34	1,467.31
VII. Profit for the year (V-VI)	4,145.74	4,228.91	4,141.72	4,291.08
VIII. Other Comprehensive Income/(Loss)
(i) Item that will not be reclassified to profit or loss.
(a) Re-measurement gains/(loss) on defined benefit obligations	(5.18)	1.18	(5.16)	1.25
(b) Income tax effect on above	1.30	(0.30)	1.29	(0.32)

Particulars	Standalone		Consolidated
Particulars	For the Year Ended March 31,2024	For the Year Ended March 31,2023	For the Year Ended March 31,2024	For the Year Ended March 31,2023
(ii) Item that will be reclassified to profit or loss.
(a) Fair value changes in debt instruments through Other Comprehensive Income	7.34	47.38	7.34	47.38
(b) Income tax effect on above Other comprehensive income for the year, net of tax IX. Total comprehensive income for the year Paid up equity share capital [face value of INR 1 each (PY: INR 1 each)]	(1.85)	(11.93)	(1.85)	(11.93)
	1.61	36.33	1.62	36.38
	4,147.35	4,265.24	4,143.34	4,327.46
	242.87	242.78	242.87	242.78
Other Equity	15,731.61	13,707.69	15,775.93	13,756.02
X. Earnings per equity share (EPS) (face value of share of INR 1 each)
Basic (in INR per share)	17.07	17.42	17.06	17.68
Diluted (in INR per share)	17.06	17.42	17.04	17.68

State of the Companyâs 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 (âFY 22-23â). 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 Companyâs website: https://www.vedantfashions.com/wp-content/uploads/2024/04/DIVIDEND-POLICY.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 Mechanismâ 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

Employeesâ 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 Companyâs 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 [âSEBI (SBEB & SE) Regulationsâ]. The detail of Employeesâ 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 Boardâs 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 Directorsâ 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 Companyâs 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 [email protected], 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.

Directorsâ 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 Companyâs 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 Companyâs 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 (âthe Actâ) 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.

(B) Technology absorption-

(i) the efforts made towards technology absorption:

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

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

We prioritize using technology to optimize our supply chain management, inventory control, and customer relationship management systems, leading to improved efficiency and reduced expenses. It also allows us to leverage data analytics enabling us to make data-driven decisions that can lead to cost savings and increased profitability.

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

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

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

(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:

Earnings	INR 29,86,27,279
Outgo	INR 1,18,15,206

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 Companyâs 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 Companyâs 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 âRisk Managerâ 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 Companyâs website in the name and style of âVigil Mechanism Policy (or Whistle Blower Policy)â - 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 (âSS-1â) and on General Meetings (âSS-2â) 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 & Auditorâs 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 Auditorâs 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 Companyâs 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 âPOSH Committeeâ. 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 Boardâs Report.

(iii) No significant and material orders were passed against the Company by any regulators, courts or tribunal which impact Companyâs 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 Companyâs executives, staffs, and workers.

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

Ravi Modi Shilpi Modi

Place: Kolkata Chairman & Managing Director Whole-time Director

Date: April 30, 2024 DIN 00361853 DIN 00361954

Mar 31, 2023

The Board of Directors of the Company hereby have pleasure in presenting the Twenty-First Annual Report and the audited Annual Accounts on the business and operations of the Company for the year ended March 31, 2023 (âyear under reviewâ/âFY 22-23â).

Financial Highlights

Your Companyâs financial performance for the year under review is summarized below: (INR in Million)
Particulars	Standalone		Consolidated
Particulars	For the Year Ended March 31,2023	For the Year Ended March 31,2022	For the Year Ended March 31,2023	For the Year Ended March 31,2022
Income:
I. Revenue from operations	13,259.64	10,087.45	13,549.30	10,408.41
II. Other income	370.42	485.42	402.41	499.26
III. Total income (I II)	13,630.06	10,572.87	13,951.71	10,907.67
IV. Expenses:		10,572.87		10,907.67
Cost of materials consumed
- Raw Materials	1436.47	1,152.03	1,436.47	1,152.03
- Accessories & packing materials	190.54	175.73	190.54	175.73
Purchases of stock-in-trade	2,280.96	1,706.48	2,280.96	1,706.48
Changes in inventories of finished goods, stock-in-trade and work-in-progress	(403.53)	(368.85)	(388.61)	(365.98)
Employee benefits expense	551.80	561.28	566.30	575.28
Finance costs	303.51	270.70	314.64	284.25
Depreciation and amortisation expense	974.57	880.33	1,037.85	943.56
Other expenses	2,625.42	2,057.49	2,755.17	2,206.21
Total expenses	7,959.74	6,435.19 4,137.68	8,193.32	6,677.56 4,230.11
V. Profit before tax (III-IV)	5,670.32	6,435.19 4,137.68	5,758.39	6,677.56 4,230.11
VI. Tax expense:
- Current Tax	1,425.59	1,033.64	1,444.69	1,056.68
- Deferred tax	15.82	20.50	22.62	24.32
Total Tax Expense	1,441.41	1,054.14 3,083.54	1,467.31	1,081.00 3,149.11
VII. Profit for the year (V-VI)	4,228.91	1,054.14 3,083.54	4,291.08	1,081.00 3,149.11
VIII. Other Comprehensive Income/(Loss)
(i) Item that will not be reclassified to profit or loss.
(a) Re-measurement gains on defined benefit obligations	1.18	0.33	1.25	0.33
(b) Income tax effect on above	(0.30)	(0.08)	(0.32)	(0.08)
(ii) Item that will be reclassified to profit or loss.
(a) Fair value changes in debt instruments through Other Comprehensive Income	47.38	(4.30)	47.38	(4.30)
(b) Income tax effect on above	(11.93)	1.08	(11.93)	1.08
Other comprehensive income/(loss) for the year, net of tax	36.33	(2.97)	36.38	(2.97)
IX. Total comprehensive income for the year	4,265.24	3,080.57 242.70	4,327.46	3,146.14 242.70
Paid up equity share capital [face value of INR 1 each (PY: INR 1 each)]	242.78	3,080.57 242.70	242.78	3,146.14 242.70
Other Equity	13,707.69	10,598.61	13,756.02	10,584.72
X. Earnings per equity share (EPS) (face value of share of INR 1 each)
Basic (in INR per share)	17.42	12.63	17.68	12.90
Diluted (in INR per share)	17.42	12.63	17.68	12.90

The Company operates primarily in the manufacturing and trading of readymade garments being Indian wedding and celebration wear for men, women, and kids through its Brands viz. âManyavar,â âMoheyâ, âTwamevâ, âMebazâ and âManthanâ. The âManyavarâ brand is category leader in branded Indian wedding & celebration wear market with pan-India presence¹. The presence of the Company in womenâs Indian wedding & celebration wear market is also growing with âMoheyâ being the largest Brand by number of stores with pan-India presence². The Company offers a one-stop destination with a wide product portfolio for every celebratory occasion which are aspirational, yet value-for-money offering.

During the year under review, the Companyâs strong growth momentum continued and it recorded Turnover of INR 13,259.64 Millions on a standalone basis, as against INR 10,087.45 Millions in the previous Financial Year 2021-22 (âFY 21-22â), i.e., an increase of 31.45%. The profit before tax (PBT) of INR 5,670.32 Millions in FY 22-23 as against INR 4,137.68 Millions in FY 21-22, shows an increase of 37.04%. The Company reported best-in-class profit after tax (PAT) margin of 31.89% and the PAT stood at INR 4,228.91 Millions during FY 22-23 with a significant growth of 37.14% compared to FY 21-22.

On a Consolidated basis, the Company recorded the Turnover of INR 13,549.30 Millions during FY 22-23, as against INR 10,408.41 Millions in FY 21-22, i.e. an increase of 30.18%; the PBT of INR 5,758.39 Millions in FY 22-23, as against INR 4,230.11 in FY 21-22, i.e. an increase of 36.13%; and the PAT of INR 4,291.08 Millions during FY 22-23 (PAT margin: 31.67%) with a significant growth of 36.26% compared to FY 21-22.

The financial performance for the year under review as reported above demonstrates strong growth over the previous year, with the Overall Customer Sales Growth in FY 22-23 at 26.3% over FY 21-22 and the Same-Store Sales Growth (SSSG) in FY 22-23 being 18.1% over FY 21-22.

During FY 22-23, the number of Exclusive Brand Outlets (EBOs), which is the dominant channel for the Company, were increased and as of March 2023, the Companyâs EBO area stood at 1.47 million square feet, spanning 649 stores (including SIS) in 257 cities and towns globally. The national EBO footprint tally was at 633 stores (including SIS), spread across 245 cities and towns. Your Directors are happy to share that the fundamentals of the business have been sound, robust, and the Company has been encompassing growth.

Amounts Transferred to Reserves

The Board of the Company has decided to retain the entire amount of its profit earned in FY 2022-23 in the Retained Earnings account only.

The Board of Directors of your Company, after considering the strong profitability for the year under review and returns for the Equity Shareholders for their ongoing credence, has decided to recommend a final dividend of INR 9/- (Indian Rupees Nine only) per equity share of INR 1/- (Indian Rupee One only) each fully paid-up for the FY 2022-23. 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

Change in nature of business, if any

There has been no change in the nature of business of the company during the year under review and the Company continues to carry on its existing business.

Voluntary Revision of Financial Statements or Boardâs Report

There has not been any such revision during the year under report.

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 51,730 equity shares of INR 1/- each on October 19, 2022, 23,371 equity shares of INR 1/- each on February 08, 2023 and 1,800 equity shares of INR 1/- each on March 27, 2023, 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, 2023 stood at INR 24,27,79,990/- consisting of 24,27,79,990 equity shares of INR 1/- each fully paid up.

Particulars of Employee Stock Option Scheme

Employeesâ 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 Companyâs 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 and the amendment made in the same at their general meeting held on September 04, 2021. In terms of Regulation 12(1) of Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ["SEBI (SBEB & SE) Regulations"], the Scheme Pratham was ratified by the shareholders by passing a resolution in their annual general meeting held on September 08, 2022. The detail of Employeesâ 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.vedantfashinns.cmn.

Changes in Directors and Key Managerial Personnel

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

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

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

Number of Board Meetings & Attendance

During the financial year 2022-23, 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 and Mr. Manish Mahendra Choksi and Mr. Ravi Modi 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 Boardâs performance, Committee, and Individual Directors

The Company has devised a framework for performance evaluation of Board, its committees, and individual directors. The Board carries out the evaluation of its own performance and that of its Committees and the individual Directors. The performance evaluation of Non-Independent Directors, the Board as a whole and the Chairperson is 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 Board 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.

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

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. ve.da.ntfash.inns. com/nr-polic .

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 Companyâs 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 [email protected], whereupon a copy would be sent.

Human Resources

The Company has a workforce of 744 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.

Directorsâ 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, 2023, 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, 2023 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 Companyâs 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 Companyâs 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.

Details in respect of report by Auditors under subsection (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. Further, there are no Associates or Joint Ventures as on March 31, 2023. A report containing the details required under Section 134 of the Companies Act, 2013 (''the Actâ) 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, 2023, 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, 2023. 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 22-23 in the prescribed format (i.e., AOC 2) is attached with this report as Annexure III.

Corporate Social Responsibility (CSR) Policy

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

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

â¢ 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 existing operational set-up of the Company uses modern technology. Adequate measures have been taken to ensure the use of energy-efficient computers, servers, scanners, air-conditioners etc. which use the latest environment-friendly technology. Further, the newly acquired or newly renovated offices have adopted various energy saving measures such as use of LEDs or sleep mode equipment.

(ii) the steps taken by the company for utilising alternate sources of energy: The Company has initiated the process of converting VFL owned four-wheelers into electric vehicles. The Company is exploring renewable energy options such as Solar Energy.

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

(B) Technology absorption-

(i) the efforts made towards technology absorption:

a. Initiated Cloud digital transformation.

b. Expanded data analytics capabilities.

c. Initiated digital filing systems.

d. Upgraded internal networks at key operation locations.

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

a. Improved digital engagement with partner ecosystem.

b. 360-degree view of customers to deliver more personalized shopping experiences.

c. Gradual transition to minimal paper-based processes.

d. Improved network performance, and greater security visibility.

(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.

(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.

â¢ Foreign Exchange Earnings / Outgo:

Earnings	INR 33,97,62,984
Outgo	INR 4,21,16,700

Risk Management Policy

which forms a part of this Report. The Companyâs 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 Managerâ for the purpose of effective coordination of the risk management mechanism.

Disclosure on Establishment of a Vigil Mechanism

www.ve.danlfi7shions.com,/our-organisa.tion/vigilm,echa.nism.

Details of Significant & Material Orders passed by the regulators or Courts or Tribunal

During the year, no significant and material orders were passed against the Company by any regulators, courts or tribunal which impact Companyâs going concern status.

Secretarial Standards

During the year under review, the Company has complied with Secretarial Standards on Meetings of the Board of Directors (âSS-1â) and on General Meetings (âSS-2â) 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 & Auditorâs Report

As per the provisions of the Act, the period of office of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, expired at the conclusion of 20^th (Twentieth) Annual General Meeting held on 8^th September, 2022. 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 Auditorâs Report on the standalone and consolidated financial statement for the year ended 31^st March, 2023 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 2022-23, has been placed at the Companyâs website in the following URL - https://www. vedan fashions, com/ annualretur, .

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 âPOSH Committeeâ. 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 appointed 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

Listing fees

The listing fees for the financial year ending on March 31, 2023 was duly paid and that for the financial year ending on March 31, 2024 would be duly paid.

General Disclosures

During the year under review:

(i) 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.

(ii) 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.

(iii) 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, clients, 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

Companyâs executives, staffs, and workers.

Mar 31, 2022

The Board of Directors of the Company hereby have pleasure in presenting the Twentieth Annual Report and the audited Annual Accounts on the business and operations of the Company for the year ended March 31, 2022 ("year under review''TFY 21-22â).

Financial Highlights

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

(INR in Million)
	Standalone		Consolidated
	For the Year Ended March 31,2022	For the Year Ended March 31,2021	For the Year Ended March 31,2022	For the Year Ended March 31,2021
Income:
I. Revenue from operations	10,087.45	5,424.08	10408.41	5,648.16
II. Other income	485.42	575.62	499.26	602.03
III. Total income (I II)	10,572.87	5,999.70	10,907.67	6,250.19
IV. Expenses:
Cost of materials used
- Raw Materials	1,152.03	554.85	1,152.03	554.85
- Accessories & packing materials	175.73	100.81	175.73	100.81
Purchases of stock-in-trade	1,706.48	707.61	1,706.48	707.61
(Increase)/decrease in inventories of finished goods, work-in-progress and stock-in-trade	(368.85)	59.23	(365.98)	100.04
Employee benefit expense	561.28	365.91	575.28	381.07
Finance costs	270.70	250.69	284.25	258.22
Depreciation and amortisation expense	880.33	890.45	943.56	955.29
Other expenses	2,057.49	1,285.29	2,206.21	1,373.13
Total expenses	6,435.19	4,214.84	6,677.56	4,431.02
V. Profit before tax (III-IV)	4,137.68	1,784.86	4,230.11	1,819.17
VI. Tax expense:
- Current Tax	1,033.64	433.30	1,056.68	433.30
- Deferred tax charge (net)	20.50	44.13	24.32	56.84
Total Tax Expense	1,054.14	477.43	1,081.00	490.14
VII. Profit for the year (V-VI)	3,083.54	1,307.43	3,149.11	1,329.03
VIII. Other Comprehensive Income/(Loss)
(i) Item that will not be subsequently reclassified to profit or loss
(a) Re-measurement gains on defined benefit obligations	0.33	0.59	0.33	0.88
(b) Income tax effect on above	(0.08)	(0.15)	(0.08)	(0.22)
(ii) Item that will be subsequently reclassified to profit or loss
(a) Changes in fair value of invesments	(4.30)	-	(4.30)	-
(b) Income tax effect on above	1.08	-	1.08	-
Total other comprehensive income/(loss) for the year, net of tax	(2.97)	0.44	(2.97)	0.66
IX. Total comprehensive income for the year	3,080.57	1307.87	3,146.14	1,329.69
Paid up equity share capital [face value of INR 1 each (PY: INR 2 each)]	242.70	247.87	242.70	247.87
Other Equity	10,598.61	10,745.69	10,584.72	10,666.23
X. Earnings per equity share (EPS) (face value of share of INR 1 each)
Basic (in INR per share)	12.63	5.27	12.90	5.36
Diluted (in INR per share)	12.63	5.27	12.90	5.36

State of the Company''s Affairs

The Company has recorded strong financial revenue and return during FY 21-22 on a Standalone basis with the Turnover of INR 1,0087.45 Millions during FY 21-22, as against INR 5,424.08 Millions in the previous Financial Year 2020-21 (''FY 20-21''),

i.e. an increase of 85.98%. The profit before tax (PBT) of INR 4,137.68 millions in FY 21-22 as against INR 1,784.86 millions in FY 20-21, shows an increase of 131.82%. The Company reported best-in-class profit after tax (PAT) margin of 30.57% and the PAT stood at INR 3,083.54 Millions during FY 21-22 with a significant growth of 135.85% compared to FY 20-21.

On a Consolidated basis, the Company recorded the Turnover of INR 10,408.41 Millions during FY 21-22, as against INR

5.648.16 Millions in FY 20-21, i.e. an increase of 84.28%; the PBT of INR 4,230.11 Millions in FY 21-22, as against INR

1.819.17 in FY 20-21, i.e. an increase of 132.53%; and the PAT of INR 3,149.11 Millions during FY 21-22 (PAT margin: 30.26%) with a significant growth of 136.95% compared to FY 20-21.

The financial performance for the year under review as reported above shows significant improvement over FY 20-21 when the performance was impacted due to the outbreak of COVID-19 pandemic and the nationwide lockdown announced by the Government for a significant period. A major highlight for the year under review was the successful initial public offer (IPO) by the Company. The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on February 16, 2022. Your Directors are pleased to present to you this first Annual Report of Company post the successful IPO. This is surely a milestone in our corporate strategy, and the Directors hereby place on record gratitude to all the shareholders and other stakeholders for their overwhelming response to the Company''s IPO and for reiterating their faith in its long-term growth story. Vedant Fashions Limited being India''s leading celebration wear Company with Manyavar being the category creator and leader in the branded Indian wedding and celebration wear in markets for men''s, your Directors'' believes that the listing of the Company would provide the right platform to take its brand(s) to greater heights, enhance visibility and provide liquidity to the shareholders.

The Company operates primarily in the manufacturing and trading of readymade garments being Indian wedding and celebration wear for men, women and kids via its brands viz. ''Manyavar'', ''Mohey'', ''Mebaz'', ''Manthan'' and ''Twamev''. The Company has always been responsive towards the fashion needs by introducing timeless collections of products across all segments. The Company believes in the overall growth of its Indian wedding and celebration wear business across India and overseas through its iconic designs, superior product quality, ability to create a sustainable business model and the zeal towards the healthy creation of stakeholders'' value.

Amounts Transferred to Reserves

The Board of the Company has decided to retain the entire amount of its profit earned in FY 2021-22 in the Retained Earnings account only.

The Company has bought back 27,17,172 equity shares of INR 2/- each of the Company at a premium of INR 988/- per

share, aggregating INR 990/- per share, during the year under review. The total cash outflow on account of buyback was INR 3,313.31 Million (including tax of INR 621.93 Million and buyback related expense of INR 1.38 Million). Out of the said amount, nominal value of shares bought back i.e. INR 5.43 Million, has been reduced from share capital and Securities premium account has been utilised to the extent of the amount of INR 1,298.87 Million and retained earning has been utilised to the extent of the balance amount of INR 2,009.01 Million. A sum equal to the nominal value of the shares so bought back i.e. INR 5.43 Million has been transferred from Retained Earnings to the Capital Redemption Reserve as per requirement of Companies Act, 2013.

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 growth of the Company. The Dividend Distribution Policy of the Company is available on the following weblink in the Company''s website: www. vedan tfashions. com/dividend-policy.

The Board of Directors of your Company, after considering the strong profitability for the year under review and returns for the Equity Shareholders for their ongoing credence, has decided to recommend a final dividend of INR 5/- (Indian Rupees Five only) per equity share of INR 1/- (Indian Rupee One only) each fully paid-up for the FY 2021-22. 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 this financial statements relate and date of this report. As such, no specific details are required to be given or provided.

Change in nature of business, if any

There has been no change in the nature of business of the company during the year under review and the Company continues to carry on its existing business.

Voluntary Revision of Financial Statements or Board''s Report

There has not been any such revision during the year under report.

Change of name of the Company

The Board of Directors at its meeting held on July 13, 2021 followed by approval of the shareholders of the Company in their Extraordinary General Meeting held on July 16, 2021 passed resolution for conversion of the Company from private limited company into public limited company and consequently, change in the name of the Company from

''Vedant Fashions Private Limited'' to ''Vedant Fashions Limited''. The said change in name was approved by the Ministry of Corporate Affairs w.e.f. August 25, 2021.

Capital Structure of the Company

Pursuant to the resolutions passed by the Board at its meeting held on June 25, 2021 and the shareholders in their Extraordinary General Meeting held on June 26, 2021, the Company has bought back 27,17,172 equity shares of INR 2/- each of the Company at a premium of INR 988/- per share, aggregating INR 990/- per share. The shares were extinguished as on July 20, 2021. The buyback size was less than 25% of aggregate of the Company''s paid up equity capital and free reserves based on the audited financial statement of the Company for the year ended March 31, 2021.

Pursuant to the resolutions passed by the Board at its meeting held on July 13, 2021 and the shareholders in their Extraordinary General Meeting held on July 16, 2021, the Company has split face value of its equity shares from INR 2 per equity share to INR 1 each per equity share. Accordingly, the authorised share capital of the Company was changed from INR 30,10,00,000/- comprising 15,05,00,000 equity shares of INR 2 each to INR 30,10,00,000/- comprising 30,10,00,000 equity shares of INR 1 each. Also, the 12,12,16,127 equity shares of INR 2 each (after buyback) in the paid-up share capital of the Company were changed to 24,24,32,254 equity shares of face value of INR 1 each.

The Company has allotted 2,62,520 equity shares of INR 1/- each on October 16, 2021 and 8,315 equity shares of INR 1/- each on March 24, 2022, 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 share capital of the Company as at 31st March, 2022 stood at INR 24,27,03,089/- consisting of 24,27,03,089 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 VFPL Employee Stock Option Scheme 2018 ("the Scheme Prathamâ), pursuant to the approval of the shareholders of the company at their extra-ordinary general meeting held on September 3, 2018 and the amendment made in the same at their general meeting held on September 4, 2021. 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 the Securities and Exchange Board of India (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 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 management of the Company during the year under review, except as stated below:

Resignation:

1. Mr. Ajay Modi resigned from the position of director of the Company and was released from the service with effect from September 6, 2021.

2. Mrs. Usha Devi Modi resigned from the position of director of the Company and was released from the service with effect from September 6, 2021.

3. Mr. Sanjeev Aga resigned from the position of director of the Company and was released from the service with effect from September 6, 2021.

Appointment:

4. In the ongoing year FY 2021-22, Mr. Rahul Murarka has been appointed as the new Chief Financial Officer of the Company with effect from May 17, 2021. He brings to the Company his extensive knowledge in finance, accounting, audit and legal compliances.

5. Mr. Manish Mahendra Choksi has been appointed as the Non-executive Independent director with effect from September 6, 2021.

6. Mr. Tarun Puri has been appointed as the Non-executive Independent director with effect from September 6, 2021.

7. Ms. Abanti Mitra has been appointed as the Non-executive Independent director with effect from September 6, 2021.

Number of Board Meetings & Attendance

During the financial year 2021-22, 13 (Thirteen) 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 and Mr. Manish Choksi and Mr. Ravi Modi 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 Board carries out the evaluation of its own performance and that of its Committees and the individual Directors. The performance evaluation of Non-Independent Directors, the Board as a whole and the Chairperson is 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 Board 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.

Further, the performance evaluation criteria for the Independent Directors is 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 remuneration of Directors and Senior Management Employees, as per the details set out in the Corporate Governance Report. The policy have been placed on the website of the Company and the web link of the same is as follows: https://www.vedantfashions. com/nr-policy

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 PM. on all working days upto 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 [email protected], whereupon a copy would be sent.

Human Resources

The Company has a workforce of 704 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 31st March, 2022, the applicable INDAS have been followed and there are 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 at March 31, 2022 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; and

e) 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 Company''s 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.

Details in respect of report by Auditors under subsection (12) of Section 143

During the year under review, there have been no frauds reported by the 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. Further, there are no Associates or Joint Ventures as on March 31, 2022. 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, 2022, 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, 2022.

Particulars of Loan, Guarantees and Investments under Section 186

Particulars of loans, guarantees and investments made by the Company pursuant to the Section 186 of the Act are furnished under the notes to financial statement. The Company has been informed that the said loan, guarantee and security are proposed to be utilised by each recipient for its general business/corporate purposes.

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 21-22 in the prescribed format (i.e. AOC 2) is attached with this report as Annexure III.

Corporate Social Responsibility (CSR) Policy

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

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

â¢ Conservation of Energy and Technology Absorption:

The existing operational set-up of the Company uses modern technology. Adequate measures have been taken to ensure the use of energy-efficient computers, servers, scanners, air-conditioners etc. which use latest environment friendly technology. Further, the newly acquired or newly renovated offices have adopted various energy saving measures such as use of LEDs or sleep mode equipment. The various details under this head are as follows -

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy: N.A.

(ii) the steps taken by the company for utilising alternate sources of energy : N.A.

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

(B) Technology absorption-

(i) the efforts made towards technology absorption:

a. Creating Cloud-based Data Platform capabilities for accessing high-quality data for accurate analysis from secured and compliant data sources.

b. Creating a technology platform to enable automated inventory distribution based on product demand.

c. Adoption of On-demand Video Shopping

capabilities to connect customers and stores and improve shopping experience.

d. Adoption of Paperless Checkout by introducing email receipts to our customers.

e. Adoption of QR code to optimize inventory operations and introduce our offline customers to digital platform.

f. Adoption of 3D e-commerce to improve online customer experience.

g. Adoption of Digital Asset Management Solution to organize and distribute digital assets efficiently.

h. Adoption of Enterprise Project Management

Solution to improve visibility of project progress, provide insight of potential risks, and plan next steps.

i. Implementation of Data Resiliency Solution to enable near real-time backup of all the company''s vital data.

j. Implementation of Centralized Infrastructure Management Solution enabling continuous monitoring of all Servers / Switches / Applications and pushing timely alerts of any anomalies.

k. Upgradation of all In-house Application Development platforms to the latest versions to improve performance and overcome security vulnerabilities.

l. Strengthening technical capability of team members by encouraging a knowledge-sharing culture through internal workshops.

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

a. Better inventory management with tech-enabled inventory allocation.

b. Improved system resilience achieved through proactive assessment of vulnerability and risk and continuous monitoring technology assets.

c. Increased customer satisfaction with focus on Customer engagement and seamless digital experiences.

(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.

(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.

â¢ Foreign Exchange Earnings / Outgo:

Earnings INR 27,16,87,648

Outgo INR 1,98,05,554

(this includes expenses made on account of IPO which has been recovered from Selling Shareholders)

Risk Management Policy

on September 6, 2021, the terms of reference of which includes the review of risk management. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors 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.

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)â - www.vedantfashions.com/ our-organisation/vigilmechanism

Details of Significant & Material Orders passed by the regulators or Courts or Tribunal

During the year, no significant and material orders were passed against the Company by any regulators, courts or tribunal which impact Company''s going concern status.

Secretarial Standards

During the year under review, the Company has complied with Secretarial Standards on Meetings of the Board of Directors ("SS-1â) and on General Meetings ("SS-2â) 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 S.R. Batliboi & Co. LLP, Chartered Accountants, (FRN 301003E/E300005) were appointed as the Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 29, 2017. They were appointed as Statutory Auditors of the Company from the Fifteenth Annual General Meeting (AGM) until the conclusion of the Twentieth Annual General Meeting to be held in the year 2022. As per provisions of the Companies Act, 2013, M/s S.R. Batliboi & Co. LLP, Chartered Accountants, shall not be eligible for re-appointment as auditor in the company for five years from the completion of such term.

Pursuant to the recommendation of the Audit Committee, the Board has recommended the appointment of B S R & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company for the term of five years to hold office from the conclusion of the 20th AGM until the conclusion of the 25th AGM. They have given their consent for the proposed appointment as Statutory Auditors of the Company. They have further confirmed that the said appointment, if made, would

be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for the said appointment.

The Auditor''s Report on the standalone and consolidated financial statement for the year ended 31st March, 2022 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 2021-22, has been placed at the Company''s website in the following URL - https://www. vedantfashions.com/annualreturn.

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 enviroment 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.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment, which operates in the name and style of "POSH Committeeâ. AH employees (permanent, contractual, temporary, trainees) are covered under this policy.

No. of complaints	No. of complaints	No. of complaints
filed during the	disposed of during	pending as at
Financial Year	the Financial Year	the end of the
		Financial Year
NIL	NIL	NIL

Internal Auditors

In terms of the provisions of the Companies Act, 2013 and Rules made therender, M/s Deloitte Touche & Tohmatsu

India LLP, Kolkata were appointed 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.

Cost Records

Maintenance of cost records, as specified by the Central Government under section 148(1) of the Companies Act, 2013 is not applicable to the Company.

Secretarial Auditor

Secretarial Audit has been conducted by M/s 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

The Company has completed its Initial Public Offer (IPO) of

3.63.64.838 equity shares of face value of INR 1 each at an issue price of INR 866 per share (including a share premium of INR 865 per share) that were listed on The National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on February 16, 2022. Entire IPO comprised of offer to sale of

3.63.64.838 equity shares by selling shareholders and hence details related to utilisation of IPO proceeds is not applicable to the Company. The listing fees for the financial year ending on March 31, 2023 have been duly paid.

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, clients 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.

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