Directors Report of Seasons Textiles Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 39th (Thirty Ninth) Annual Report on the business and
operations of your Company along with the Audited Financial Statements for the Financial Year ended
March 31, 2025.

FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended March 31, 2025, is
summarized below:

Particulars	Financial Year ended
	As at 31.03.2025	As at 31.03.2024
	Standalone
Total Revenue	2,739.81	2657.15
Total Expenses	2770.72	2691.93
Profit before tax after exceptional items	-30.91	-34.78
Exceptional items	-	-
Profit before tax but after exceptional Items	-30.91	-34.78
Less: Tax expenses including deferred tax	-2.62	13.71
Profit after tax	-33.53	-21.07
Other Comprehensive Income / (loss) (net of tax)	12.04	17.36
Total Comprehensive Income	(21.49)	(3.71)
Basic/ Diluted earnings per share of Re.10 each	-0.45	-0.28

STANDALONE FINANCIAL STATEMENTS

Standalone Financial Statements for the Financial Year 2024-25 are prepared in compliance with the
Companies Act, 2013, Indian Accounting Standards (''IND-AS'') and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are forming part of
the Annual Report.

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company. There
were no material changes and / or commitments affecting the financial position of your Company
between April 01, 2025, and the date of this report.

DEPOSITS

Your Company has not accepted any deposits during the year under review falling within the ambit of
Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO GENERAL RESERVE

Your Company has not transferred any amount to General Reserve for the Financial Year 2025.

DIVIDEND

During the year under review the Board of Directors did not recommend any dividend for the year
under review, in view of the future growth plans of the Company.

SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE

1) As at March 31, 2025, the Authorized Share Capital was Rs. 12,00,00,000 /- divided into
1,20,00,000 equity shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital was
Rs. 7,49,03,000/- divided into 74,90,300 equity shares of Re.10/- each;

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

3) During the Financial Year 2024-25, no change has taken place in authorized, issued, subscribed and
paid-up share capital of the Company;

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

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

EMPLOYEES STOCK OPTION SCHEME

Your Company has no Employees Stock Option Scheme 2016 (''ESOP Scheme 2016'') i.e. in compliance
with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time
to time (''SEBI ESOP Regulations'') and there has been no material change to the ESOP Scheme 2016
during the year under review.

RELATED PARTY TRANSACTIONS

To comply with the provisions of Sections 177 and 188 of the Act and Rules made thereunder read
with Regulation 23 of SEBI (LODR) Regulations, your Company took rather, these were synchronized
and synergized with the Company''s operations. Attention of Members is drawn to the disclosure of
transactions with the related parties set out the Standalone Financial Statements forming part of the
Annual Report.

Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI
(LODR) Regulations. The Policy intends to ensure that proper reporting, approval and disclosure
processes are in place for all transactions between the Company and its related parties. The policy is
uploaded on website of the Company at https://www.seasonsworld.com/investors.aspx

Since all transactions which were entered into during the Financial Year 2025 were on arm''s length
basis and in the ordinary course of business and there was no material related party transaction
entered by the Company during the Financial Year 2025 as per Policy on Related Party Transactions,
hence no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Sub-section
(3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act
are given in the Notes to the Standalone Financial Statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL.

a) DIRECTOR

To comply with the provisions of Section 152 of the Act and in terms of the Articles of Association of
the Company, Mr. Sumer Singh Wadhwa (DIN: 01585482), Non-Executive Director (Non¬
Independent) is liable to retire by rotation at the ensuing AGM and being eligible, seeks re¬
appointment. The Board of Directors, on the recommendation of Nomination and Remuneration
Committee (''NRC''), recommended their re-appointment for consideration by the Members at the
ensuing AGM.

Company has received declarations from all the Independent Directors of the Company confirming
that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI (LODR) Regulations and are in compliance with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014. Further, the Independent Directors have also
confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties as Independent Directors
of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience and expertise and they hold highest standards of integrity (including the
proficiency) and fulfils the conditions specified in the Act read with Rules made thereunder and SEBI
(LODR) Regulations and are eligible & independent of the management.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act.
The Directors of the Company have made necessary disclosures under Section 184 and other relevant
provisions of the Act.

Brief resume and other details of the Directors being appointed/re-appointed at the ensuing AGM as
stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and
Regulation 36 of the SEBI (LODR) Regulations, are separately disclosed in the Notice of ensuing AGM.

During the Financial Year Ms Kavita Rani and Mr. Manish Chandra Appointed as Independent Non¬
Executive Directors by passing the Special Resolution at the 38^th Annual General Meeting held on 27^th
September 2024.

The tenure of term of Two term of 5 (five) consecutive years of Mr. Pramod Kumar Hari and B.K. Behra
Independent Director (Non-Executive) expired on 30^th September 2024, hence they have tendered their
resignations.

b) KEY MANAGERIAL PERSONNEL

Mr. Inderjeet Singh Wadhwa, Managing Director, Mr. Saurabh Arora, Company Secretary and Mr.
Sanjay Katyal Chief Financial Officer continued to be the Key Managerial Personnel of your Company
in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and
Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performance
evaluation of the Directors individually including the Independent Directors (wherein the concerned
Director being evaluated did not participate), Board as a whole and following Committees
of the Board of Directors:

(i) Audit, Risk Management and Ethics Committee;

(ii) Nomination and Remuneration Committee; and

(iii) Stakeholders'' Relationship Committee.

The manner in which the annual performance evaluation has been carried out is explained in the
Corporate Governance Report which forms part of this report.

Board is responsible to monitor and review the evaluation framework.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also
evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a
separate meeting of Independent Directors.

BOARD AND COMMITTEES OF THE BOARD

The number of meetings of the Board and various Committees of the Board including composition are
set out in the Corporate Governance Report which forms part of this report. The intervening gap
between the meetings was within the period prescribed under the provisions of Section 173 of the Act
and SEBI (LODR) Regulations.

REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19
of SEBI (LODR) Regulations, the Company''s Remuneration Policy for Directors, Key Managerial
Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website
of the Company at https://www.seasonsworld.com/investors.aspx. The Policy includes, inter-alia, the
criteria for determining qualifications, positive attributes, independence of a Director, appointment
and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the
Company.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The statement of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as
Annexure - A.

Further, as per second proviso to Section 136(1) of the Act read with Rule 5 of the aforesaid Rules, the
Board''s Report and Financial Statements are being sent to the Members of the Company excluding the
statement of particulars of employees as required under Rule 5(2) of the aforesaid Rules. Any member
interested in obtaining a copy of the said statement may write to the Compliance Officer at
[e-mail] up to the date of AGM. The said statement is also available for inspection
by the Members at the Registered Office of your Company on all days except Saturday, Sunday and
Public Holiday up to the date of AGM i.e. August 19, 2025, between 11:00 a.m. to 5:00 p.m.

STATUTORY AUDITORS

The Shareholders of the Company in their 36^th AGM held on Friday, 23^rd September 2022 appointed
M/s Bhatia & Bhatia, Chartered Accountants (Firm Reg. no. 003202N) as Statutory Auditors of the
Company for a period of up to 5 (Five) consecutive years to hold office till the conclusion of the 41^st
AGM to be held in the year 2027. They have also confirmed that they are not disqualified from
continuing as Statutory Auditors of the Company.

The Statutory Auditors'' Report for the Financial Year 2025 does not contain any qualification,
reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not
reported any fraud under Section 143(12) of the Act.

COST AUDIT

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit
is not applicable on the Company for the Financial Year 2025.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.

To comply with the provisions of Section 134 of the Act and Rules made thereunder, your Company
has complied with the provisions relating to constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY.

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, the
Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a platform to the Directors
and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical
matters/dealings within the Company. The same is detailed in the Corporate Governance Report which
forms part of this report.

During the year under review, no complaint was received under the Vigil Mechanism/ Whistle Blower
Policy of the Company.

SECRETARIAL AUDITORS

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204
of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Audit, and the Board of Directors have approved and recommended the
appointment of M/s. Pramod Kothari & Co, Peer Reviewed Firm of Company Secretaries in Practice
(Firm Registration Number: S2012UP197900) as Secretarial Auditors of the Company for a term of up
to 5(Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of
44^th (Forty Fourth) AGM of the Company to be held in the Year 2030, for approval of the Members at
ensuing AGM of the Company. Brief resume and other details of M/s. Pramod Kothari & Co, Company
Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

M/s. Pramod Kothari & Co (Firm Registration Number: S2012UP197900) have given their consent to
act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made)
would be within the prescribed limits under the Act & Rules made thereunder and SEBI (LODR)
Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial
Auditors in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.

The Secretarial Audit Report for the Financial Year 2025 does not contain any qualification, reservation
or adverse remark and is attached to this report as Annexure - B. Further, the Secretarial Auditors
have not reported any fraud under Section 143(12) of the Act.

RISK MANAGEMENT

Your Company has a robust Risk Management Policy which identifies and evaluates business risks and
opportunities. The Company recognizes that these risks need to be managed and mitigated to protect
the interest of the stakeholders and to achieve business objectives. The risk management framework
is aimed at effectively mitigating the Company''s various business and operational risks through
strategic actions. In line with the SEBI (LODR) Regulations, cyber security risks are also covered under
Risk Management Policy of the Company.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate Internal Financial Controls. The report on Internal Financial
Controls issued by M/s Bhatia & Bhatia, Chartered Accountants statutory auditor of the Company is
annexed to the Audit Report on the Financial Statements of the Company and does not contain any
reportable weakness in the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors state that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating to
material departures;

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

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

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

e) proper internal financial controls laid down by the Directors were followed by the Company and
that such internal financial controls were adequate and operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and
that such systems were adequate and operating effectively.

OTHER INFORMATION

a) MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the Financial Year 2025 as stipulated under Regulation
34(2)(e) of SEBI (LODR) Regulations forms part of the Annual Report.

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

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

c) CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adhere
to the Corporate Governance requirements set out by Securities and Exchange Board of India. The
report on Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached to this
report as Annexure - D. The certificate from M/s. Pramod Kothari & Co, Practicing Company
Secretaries confirming compliance with the conditions of corporate governance is also attached to the
Corporate Governance Report.

d) LISTING

The Equity Shares of the Company are listed on the BSE Limited and Calcutta Stock Exchange. Annual
listing fee for the Financial Year 2024-25 has been paid to both exchanges.

e) ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company is uploaded on
website of the Company at hCps://www.seasonsworld.com/investors.aspx

f) RESEARCH & DEVELOPMENT

During the year under review, no Research & Development was carried out.

g) CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the
Company''s objectives, expectations or forecasts may be forward looking within the meaning of
applicable laws and regulations. Actual results may differ from those expressed in the statement.

h) GENERAL

Your Directors confirm that no disclosure or reporting is required in respect of the following items as
there was no transaction on these items during the year under review:

1) Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2) The Whole-time Directors of the Company does not receive any remuneration or commission from
any of its subsidiaries.

3) No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company''s operations in future.

4) Issue of Sweat Equity Shares.

5) No application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 as
at the end of the Financial Year 2025.

6) No instance of one-time seClement with any bank or financial institution.

The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by
the Institute of Company Secretaries of India.

No material changes and commitments have occurred after the closure of the Financial Year 2025 till
the date of this Report, which would affect the financial position of your Company.

ACKNOWLEDGEMENT

Your Company''s organizational culture upholds professionalism, integrity and continuous
improvement across all functions as well as efficient utilization of the Company''s resources for
sustainable and profitable growth. Your directors wish to place on record their appreciation for the
sincere services rendered by employees of the Company at all levels. Your directors also wish to place
on record their appreciation for the valuable co-operation and support received from various
Government Authorities, Banks/Financial Institutions and other stakeholders such as members,
customers and suppliers, among others. Your directors also commend the continuing commitment and
dedication of employees at all levels which has been vital for the Company''s success. Your directors
look forward to their continued support in future.

For and on behalf of the Board of Directors
For Seasons Tex7les Limited

Inderjeet Singh Wadhwa

Chairman
DIN:00052459

Date: May 20, 2025
Place: New Delhi

---

Mar 31, 2024

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

2. FINANCIAL PERFORMANCE

2.1 The financial performance of the Company is summarized below:

(Rs. In lakhs)

	Financial Year ended
Particulars	As at 31.03.2024	As at 31.03.2023
	Standalone
Total Revenue	2657.15	2390.25
Total Expenses (before finance cost, depreciation and tax)	2691.93	2435.91
Profit before tax and exceptional items	-34.78	-45.66
Exceptional items	-	-
Profit before tax but after exceptional Items	-34.78	-45.66
Less: Tax expenses including deferred tax	13.71	-2.83
Profit after tax	-21.07	-48.49
Other Comprehensive Income / (loss) (net of tax)	17.36	10.88
Total Comprehensive Income	-3.71	-37.61
Balance carried to profit & loss account	-3.71	-37.61
Basic/ Diluted earnings per share of Re.10 each	-0.28	-0.65

3. STANDALONE FINANCIAL STATEMENTS

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

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

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

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

6. AMOUNTS TRANSFERRED TO RESERVES, IF ANY

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

7. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

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

8. PARTICULARS OF LOANS, GUARANTEES / INVESTMENTS

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

9. RELATED PARTY TRANSCATIONS

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

made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which
may have potential conflict with the interest of the Company at large. All Related Party Transactions are placed
before the Audit Committee and Board for approval. The transactions entered into pursuant to the approval so
granted are audited and a statement giving details of all related party transactions is placed before the Audit
Committee and the Board of Directors for their approval on quarterly basis

10. DIVIDEND

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

11. SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE

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

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

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

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

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

12. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL

12.1 Directors retiring by rotation and re-appointment thereof

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

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

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

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

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

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

12.3 Declaration by Independent Director(s)

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

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

12.4 Change in Key Managerial Personnel

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

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

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

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

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

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

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

14. DEPOSITS

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

ambit of Section 73 of the Companies Act, 2013.

15. ANNUAL RETURN

15.1 In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company and
may be accessed through the following web link https://www.seasonsworld.com.

16. REPORT ON CORPORATE GOVERNANCE

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

17. BOARD AND ITS COMMITTEES

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

18. BOARD MEETINGS

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

19. SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

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

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

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

20. ANNUAL EVALUATION BY THE BOARD

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

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

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

22. DIRECTORS'' RESPONSIBILITY STATEMENT

22.1 Your Directors hereby confirm that:

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

(b) The Directors have selected such accounting policies with the concurrence of the Statutory Auditors and
applied them consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for the financial year;

(c) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the
maintenance of adequate accounting records in accordance with the provisions of the Companies Act,
2013. They confirm that there are adequate systems and controls for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company, and these financial
controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

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

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

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

23.3 Particulars of the employee as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2)

and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
forms part of this Report. However, in pursuance of Section 136(1) of the Companies Act, 2013, this report is being
sent to the shareholders of the Company excluding the said remuneration.

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

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

25. AUDITORS

25.1 Statutory Auditors

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

25.1.2 Report of Statutory Auditors

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

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

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

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

25.1.5 Report on Internal Financial Controls on Financial Reporting

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

25.2 Secretarial Auditors and their report

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

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

25.3 Cost Auditors and their report

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

25.4 ANNUAL SECRETARIAL COMPLIANCE REPORT

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

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

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

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

27. AUDIT COMMITTEE

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

28. CORPORATE SOCIAL RESPONSIBILITY

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

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

29. RISK MANAGEMENT POLICY

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

30. SECRETARIAL STANDARDS

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

31. LISTING

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

32. DETAILS OF SIGNIFICANT & MATERIAL ORDERS

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

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

34. GENERAL DISCLOSURE

34.1 The Board confirms that

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

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

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

35. PERSONNEL

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

36. ACKNOWLEDGEMENTS

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

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

Inderjeet Singh Wadhwa
Chairman cum Managing Director
DIN:00052459

Date: August 13, 2024
Place: Noida

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 29th Annual Report along with the Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The financial results for the year under review are summarized below for your perusal:

(Rs./Lakhs)

Year ended Year ended PARTICULARS 31st March,2015 31st March,2014

Total Income 3923.90 3607.76

Expenditure other than Interest 3235.31 2956.09 and Depreciation

Interest and Finance charges 354.44 348.23

Depreciation 263.62 235.47

Profit before Tax 70.53 67.97

Provision for Tax including 10.23 8.34 deferred & Earlier Year taxes

Profit after Tax 60.30 59.63

REVIEW OF OPERATIONS

The gross revenue of the company during the year stands at Rs. 3923.90 Lacs as against Rs. 3607.76 Lacs in the previous year. The profit before tax during the year stands at Rs. 70.53 Lacs as against Rs. 67.97 Lacs. The profit after tax during the year is Rs 60.30 Lacs as against Rs. 59.63 Lacs in the previous year.

LONGTERM AND SHORTTERM BORROWINGS

During the year under review, your Company has both long term and short term borrowings, aggregating to Rs. 1539.82 Lacs.

SHARE CAPITAL

The paid up equity capital as on March 31,2015 was Rs.749.03 Lakhs. During the year under review the company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DIVIDEND

In order to plough back profits for future requirements of the company your Directors do not recommend any dividend for the year ended March 31,2015.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 73 of the companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE

Cash and cash equivalents as at March 31,2015 was Rs. 83.87 lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

LISTING PARTICULARS

The Equity Shares of the Company are listed on the Bombay Stock Exchange. The company has paid the listing fees up to 2015-16.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or made any investments covered under the provisions of section 186 of the Companies Act, 2013. Details of Corporate Guarantee existed during the year was as follows:

(a) Corporate Guarantee for financial assistance for Rs. 300 lakh to Seasons Furnishings Limited dated 9th January, 2009.

(b) Corporate Guarantee for financial assistance for Rs. 865 lakh to Seasons Furnishings Limited dated 1st December, 2009.

Kindly note that both the charges have been satisfied dated 9th July, 2015. Therefore as on date there is no Corporate Guarantee existed in the books of the Company.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS

The members at its Meeting held on September 30, 2014, had appointed Mr. Kailash Chandra Mehra, Mr. Bijoya Kumar Behra and Mr. Pramod Kumar Hari as Independent Directors of the Company for a period of five years and not liable to retire by rotation.

Mr. Inderjeet Singh Wadhwa, Chairman Managing Director, Mr. Sanjay Katyal, Chief Financial Officer and Mr. Vivek Khosla, Company Secretary are the Key Managerial Persons(KMPs) of the Company as per the provisions of the Act.

Mr. Mandeep Singh Wadhwa, who retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment and your Board of Directors recommend for the same.

The Board proposes to appoint Mrs. Neelam Wadhwa, as a Whole time director of the Company, who was appointed as an Additional Director of the Company w.e.f. 6th February, 2015 whose term expires on the date of this Annual General Meeting. Brief resume of the directors proposed to be appointed/reappointed, nature of expertise in specific functional areas and names of companies in which the person hold directorships / membership, shareholding is provided in Corporate Governance Report attached to this report.

All the Independent Directors have given a declaration under sub-section (7) of section 149 of the Companies Act, 2013 ("Act") that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the listing agreement.

All the directors of the Company have confirmed that they are not disqualified from being appointed as director in terms of Section 164 of the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director etc. is provided in Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with the accounting and financial reporting requirements under section 134 (3) (c) and 134 (5) of the Companies Act 2013, in respect of financial statements, your directors state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

The Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as "Annexure A".

Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 : NIL

STATUARY AUDITOR & THEIR REPORT

In the last Annual General Meeting held on 30th September, 2014 M/s. Anuj Garg & Co. Chartered Accountants, New Delhi (Firm's Registration No. 03473N), have been appointed Statutory Auditors of the Company till conclusion of 30th Annual General Meeting to be held in the year 2016.

Ratification of appointment of Statutory Auditors is being sought from the Members of the Company at this Annual General Meeting. Further, they have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

The Auditor's Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Pramod Kothari & Co., a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company.

SECRETARIAL AUDITOR'S REPORT

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report for the Financial Year 2014-15. The Secretarial Audit Report is annexed herewith as "Annexure B". There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2014-15 which call for any explanation from the Board of Directors.

SIGNIFICANT OR MATERIAL ORDERS

There were no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status and the Company's operations in future.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of the Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and Board for approval. The transactions entered into pursuant to the approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

None of the Directors has any pecuniary relationship on transactions vis-a-vis the Company.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Audit plays a key role in providing an assurance to the Board of Directors with respect to the Company having adequate Internal Control Systems. The Internal Control Systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company's assets. The details about the adequacy of Internal Financial Controls are provided in the Management Discussion and Analysis Report.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for members of the Board and the Senior Management. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company.

Your Company has received confirmations from all concerned regarding their adherence to the said Code.

As per the Listing Agreement, the Managing Director of the Company confirmed compliance with the Code by all members of the Board and the Senior Management.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per Sec. 177(9) of the Companies Act, 2013, applicable Rules and the Listing Agreement, the company has established a vigil mechanism (whistle blower policy) for their directors and employees to report their genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of persons who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in accordance with the Companies Act, 2013, applicable rules and Listing Agreement

PREVENTION OF INSIDERTRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details of the Risk Management are covered in the Corporate Governance Report.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014 - 2015, no complaints were received by the Company related to sexual harassment.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Your Company follows principles of effective Corporate Governance. The endeavor of your Company is not only to comply with regulatory

requirements but also to practice Corporate Governance principles that lay a strong emphasis on integrity transparency and overall accountability.

A separate Section on Management Discussion & Analysis and Corporate Governance is included in the Annual Report. A certificate from the Practicing Company Secretary of your Company regarding compliance with Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is also annexed to the report on Corporate Governance.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 134(3)(m) of the Companies Act, 2013, along with rules regarding the conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this report. (Annexure "D")

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made your company successful in the business.

CAUTIONARY NOTE

The statements forming part of the Directors' Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board of Directors

Place: New Delhi (Inderjeet Singh Wadhwa) Dated: 12th August, 2015 Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 28th Annual Report along with the Audited Accounts for the year ended 31st March, 2014. FINANCIAL RESULTS

The financial results for the year under review are summarized below for your perusal:

(Rs./Lacs)

Year Ended Year Ended Particulars 31st March, 2014 31st March, 2013

Total Income 3607.76 3606.62

Expenditure other than Interest and Depreciation 2956.09 2942.12

Interest and Finance charges 348.23 366.79

Depreciation 235.47 233.38

Profit before Tax 67.97 64.33

Provision for Tax 8.34 (21.47)

Profit after Tax 59.63 85.80

REVIEW OF OPERATIONS

The gross revenue of the company during the year stands at Rs. 3607.76 Lacs as against Rs. 3606.62 Lacs in the previous year. The profit before tax during the year stands at Rs. 67.97 Lacs as against Rs. 64.33 Lacs. The profit after tax during the year is Rs 59.63 Lacs as against Rs. 85.80 Lacs in the previous year.

LONG TERM AND SHORT TERM BORROWINGS

During the year under review, your Company has both long term and short term borrowings, aggregating to Rs. 1629.78 Lacs.

DIVIDEND

In order to plough back profits for future requirements of the company your Directors do not recommend any dividend for the year ended March 31,2014.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58A of the companies Act 1956 and the Rules there under. INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

LISTING PARTICULARS

The Equity Shares of the Company are listed on the Bombay Stock Exchange and Calcutta Stock Exchange.

DIRECTORS

Mr. Mandeep Singh Wadhwa who retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment and your Board of Directors recommend for the same.

The Board proposes to appoint the existing Independent Director, Mr. K. C. Mehra, Dr. B. K. Behera and Dr. P. K. Hari as Independent Director and renew their appointment for a period of Five year and hence they will not be liable to retire by rotation for this term of 5 years. The Company has also received declaration from them that they meets with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.

Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, indepen- dence of a director etc are provided in Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with the accounting and financial reporting requirements under section 134 (3) (c) and 134 (5) of the Companies Act 2013, in respect of financial statements, your directors state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

M/s Anuj Garg & Co., Chartered Accountants, New Delhi, the retiring Auditors, hold office until the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment as the Statutory Auditors of the Company, to hold the office of Auditors from the conclusion of this Annual General Meeting to the conclusion of the 30th Annual General Meeting of the Company to be held in 2016 subject to the ratification by the members in every Annual General Meeting of the Company on such remuneration and out of pocket expenses as may be decided by the Board. The Company has received notice from them stating that if appointed, they are within the limits laid down under Section 141 (3) (g) of the Companies Act, 2013.

AUDITORS'' REPORT

The Auditors Report to the shareholders is enclosed with the Accounts for the year ended on March 31, 2014. There are no adverse qualifications in the audit report. The observations made in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments.

COST AUDITOR

Pursuant to the directions of the Central Government under the provisions of Section 148 of the Companies Act, 2013 and subject to the approval of the Central Government, M/s J. K. Kabra & Company, Cost Accountants, has been appointed as Cost Auditors to conduct cost audit relating to the products manufactured by your Company.

PARTICULARS OF EMPLOYEES

None of the employees of the Company has drawn remuneration exceeding the limits laid down under the provisions of section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 134(3)(m) of the Companies Act, 2013, alongwith rules regarding the conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this report. (Annexure "A")

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Your Company follows principles of effective Corporate Governance. The endeavor of your Company is not only to comply with regulatory requirements but also to practice Corporate Governance principles that lay a strong emphasis on integrity transparency and overall accountability.

A separate Section on Management Discussion & Analysis and Corporate Governance is included in the Annual Report. A certificate from the Practicing Company Secretary of your Company regarding compliance with Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is also annexed to the report on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made your company successful in the business.

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

Place : New Delhi (Inderjeet Singh Wadhwa) Date : 11th August, 2014 Chairman & Managing Director

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their 27th Annual Report along with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results for the year under review are summarized below for your perusal:

(Rs./Lacs)

Year Ended Year Ended

Particulars 31st March, 2013 31st March, 2012

Total Income 3606.68 3515.28

Expenditure other than Interest and Depreciation 2950.47 2864.35

Interest and Finance charges 358.50 339.13

Depreciation 233.38 235.51

Profit before Tax 64.33 76.29

Provision for Tax (21.47) 6.61

Profit after Tax 85.80 69.68

Surplus Brought forward 1015.36 945.68

Amount available for appropriation 1101.16 1015.36

Surplus/(deficit ) carried to Balance Sheet 1101.16 1015.36



REVIEW OF OPERATIONS

The gross revenue of the company during the year stands at Rs. 3606.68 Lacs as against Rs. 3515.28 Lacs in the previous year. The profit before tax during the year stands at Rs. 64.32 Lacs as against Rs. 76.29 Lacs. The profit after tax during the year has increased to Rs. 85.80 Lacs as against Rs. 69.68 Lacs in the previous year.

LONG TERM AND SHORT TERM BORROWINGS

During the year under review, your Company has both long term and short term borrowings, aggregating to Rs. 1739.17 Lacs.

DIVIDEND

In order to plough back profits for future requirements of the company your Directors do not recommend any dividend for the year ended March 31, 2013.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58A of the companies Act 1956 and the Rules there under.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

LISTING PARTICULARS

The Equity Shares of the Company are listed on the Bombay Stock Exchange and Calcutta Stock Exchange. The company has paid the listing fees up to 2013-14.

Company during the financial year 2012-13 issued 9,00,000 (Nine Lacs) new equity shares on preferential basis to the promoters. The fresh equity shares have also been listed on Bombay Stock Exchange.

DIRECTORS

Dr. Pramod Kumar Hari and Mr. Kailash Chandra Mehra who retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment and your Board of Directors recommend for the same.

Mr. Chand Krishna Tikku, Non Executive Independent Director of the Company placed his resignation from the position of directorship of the Company w.e.f. 19.11.2012 due to his personal reasons. The Board appreciates the valuable contribution made by Mr. Chand Krishan Tikku during his tenure as Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with the accounting and financial reporting requirements under section 217(2AA) of the Companies Act 1956, in respect of financial state- ments, your directors state and confirm:

(i) That in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That 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 at the end of financial Year and of the profit and loss account of the Company for that period.;

(iii) That Proper and sufficient care had taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) That the annual accounts of the Company have been prepared on a going concern basis.

AUDITORS

M/s Anuj Garg & Co., Chartered Accountants, New Delhi, the retiring Auditors, hold office until the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received notice from them stating that if appointed, they are within the limits laid down under Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT

The Auditors Report to the shareholders is enclosed with the Accounts for the year ended on March 31, 2013. There are no adverse qualifications in the audit report. The observations made in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments under section 217(3) of the Companies Act, 1956.

COST AUDITOR

Pursuant to the directions of the Central Government under the provisions of Section 233B of the Company''s Act, 1956 and subject to the approval of the Central Government, M/s J. K. Kabra & Company, Cost Accountants, has been appointed as Cost Auditors to conduct cost audit relating to the products manufactured by your Company.

PARTICULARS OF EMPLOYEES

None of the employees of the Company has drawn remuneration exceeding the limits laid down under the provisions of section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding the conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this report. (Annexure "A")

CAPITAL RAISING/ PREFERENTIAL ALLOTMENT OF EQUITY SHARES TO PROMOTERS

In order to meet the fund requirement of the Company for its working capital the Company has allotted 9,00,000 (Nine Lacs Only) fresh equity shares of face value of Rs 10/- by way of preferential issue on 05.02.2013.

UTILIZATION OF PROCEEDS RECEIVED FROM PREFERENTIAL ALLOTMENT

The Company has raised Rs. 90,00,000/- (Rupees Ninety Lacs) from the allotment of 9,00,000 (Nine Lacs Only) fresh equity shares of face value of Rs 10/ - by way of preferential issue on 05.02.2013.

The Company has utilized Rs. 90,00,000/- (Rupees Ninety Lacs) for the purpose of working Capital.

INFORMATION ON PUBLIC ANNOUNCEMENT MADE BY THE PROMOTERS OF THE COMPANY

Mr. Inderjeet Singh Wadhwa, Mrs. Neelam Wadhwa along with Person Acting in Concert namely Mr. Mandeep Singh Wadhwa and Mrs. Manjit Kaur Wadhwa, Mr. Sumer Singh Wadhwa, Inderjeet Singh Wadhwa (HUF) and M/s N.S Properties Pvt Ltd made Open Offer to the shareholders of Seasons Textiles Limited for acquisition of up to 19,47,478 Equity Shares of Rs. 10/- each representing 26% of the total paid-up equity share capital of Seasons Textiles Limited at a price of Rs. 11/- (Rupees Eleven only) per Equity Share.

The tendering period in the said Open Offer was open from 17.06.2013 to 28.06.2013 and a total amount of 12,19,158 shares constituting to 16.28 % of the total paid-up share capital of the Company were received from the shareholders.

Now after the completion of the Open offer process Promoters of the Company are holding 61.13% Shares as with the acquisition as given below:

No of % of total Paid Shares up Capital

Promoters Holding as on 31.03.2013 1833272 24.47

Acquisition through Share Purchase Agreement 1526550 20.38

Acquisition through Open Offer 1219158 16.27

Total 4578980 61.13

The entire amount payable to the shareholders who tendered their shares has been paid off and all necessary disclosure requirements relating to the open offer and acquisition of shares has been complied off.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Your Company follows principles of effective Corporate Governance. The endeavor of your Company is not only to comply with regulatory requirements but also to practice Corporate Governance principles that lay a strong emphasis on integrity transparency and overall accountability.

A separate Section on Management Discussion & Analysis and Corporate Governance is included in the Annual Report. A certificate from the Practicing Company Secretary of your Company regarding compliance with Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is also annexed to the report on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made your company successful in the business.



For and on behalf of the Board of Directors

for Seasons Textiles Limited.



Place : New Delhi (Inderjeet Singh Wadhwa)

Date : 12th August, 2013 Chairman & Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting their 24th Annual Report along with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial results for the year under review are summarized below for your perusal:

(Rs. in lacs)

Particulars Year ended Year ended 31st March, 2010 31st March, 2009

Total Income 3584.17 3653.13

Expenditure other than Interest and Depreciation 2929.77 3121.45

Interest and Finance charges 338.42 246.90

Depreciation 223.41 185.86

Profit before tax 92.57 98.92

Provision for Tax 45.15 16.77

Profit after Tax 47.42 82.15

Surplus Brought forward 871.92 814.77

Amount available for appropriation 919.35 896.92

Amount transfer to general reserve 25.00 25.00

Surplus/(deficit ) carried to Balance sheet 894.35 871.92



REVIEW OF OPERATIONS

The gross revenue of the company during the year stands of Rs. 3584.17 Lacs as against Rs. 3653.13 Lacs in the previ- ous year. The profit before tax during the year stands of Rs. 92.57 Lacs as against Rs. 98.92 Lacs. The profit after tax during the year stands of Rs. 47.42 Lacs as against Rs. 82.15 Lacs.

No material changes have occurred since the date of the Balance sheet and this report, which has any adverse effect on the working of the company.

RESERVES

Your Company proposes to transfer Rs. 25,00,000/-(Rupees Twenty Five Lacs Only) to General Reserve out of the balance available for appropriation; therefore, after transfer to General Reserve, the balance of the Profit & Loss Account would stand at Rs. 894.34 Lacs. At the end of the financial year, the total reserves of the Company stood at Rs. 1274.60 Lacs; the corresponding figure at the end of the previous year was Rs. 1151.44 Lacs.

SECURED AND UNSECURED LOANS

During the year under review, your Company has both secured and unsecured Loan, aggregating to Rs. 2731.95 Lacs.

DIVIDEND

In order to utilisation of interest accruals in expansion cum modernisation of project and also future financial re- quirements of the company, your Directors do not recommend any dividend for the year ended on March 31, 2010.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58A of the companies Act 1956 and the Rules there under.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

LISTING PARTICULARS

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and Calcutta Stock Ex- change. The company has paid the listing fees up to 2009-10. During the year your company delisted from the Delhi and Ahmedabad Stock Exchanges.

DIRECTORS

The tenure of appointment of Mr. Inderjeet Singh Wadhwa as Managing Director expires on 30th September, 2010 and it is proposed to appoint him for a further period of 3 years w.e.f. 1st October, 2010, as per the terms & conditions including remuneration as set out at item no. 5 of the Notice of ensuing Annual General Meeting.

Mr. Chand Krishna Tikku and Dr. Bijoya Kumar Behra who retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment and your Board of Directors recommend for the same.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the accounting and financial reporting requirements under section 217(2AA) of the Compa- nies Act 1956, in respect of financial statements, your directors state and confirm:

(i) That in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the directors have selected such accounting policies and applied them consistency and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial Year and of the profit and loss account of the Company for that period.;

(iii) That Proper and sufficient care had taken for the maintenance of adequate accounting records in accord- ance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) That the annual accounts of the Company have been prepared on a going concern basis.

AUDITORS

M/s K.L. Datta & Co., Chartered Accountants, New Delhi, the retiring Auditors, hold office until the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has re- ceived notice from them stating that if appointed, they are within the limits laid down under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors Report to the shareholders is enclosed with the Accounts for the year ended on March 31, 2010. There are no adverse qualifications in the audit report. The observations made in the Auditors Report are self- explanatory and therefore, do not call for any further comments under section 217(3) of the Companies Act, 1956.

COST AUDITOR

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companys Act, 1956 and subject to the approval of the Central Government, M/s J. K. Kabra & Company, Cost Accountants, have been appointed as Cost Auditors to conduct cost audit relating to the products manufactured by your Company.

PARTICULARS OF EMPLOYEES

The particulars of employees as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are set out in the following statement.

Name Gross Monthly Designation Qualification Remuneration (in Rupees)

Mr. Sandeep Gupta Rs. 2,50,000/- President (Marketing) PGDBM (IMT-Ghazia bad), & M.Com. (University of Strath clyde)

Name Age Total Date of Last Experience Joining Employment & Designation

Mr. Sandeep Gupta 49 24 1st Feb, Seasons 2010 Furnishings Limited

Your Directors appreciate the significant contribution made by the employees to the operations of your Company during the year.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding the conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this report. (Annexure "A")

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Your Company follows principles of effective Corporate Governance. The endeavor of your Company is not only to comply with regulatory requirements but also to practice Corporate Governance principles that lay a strong emphasis on integrity transparency and overall accountability.

A separate Section on Management Discussion & Analysis and Corporate Governance is included in the Annual Report. A certificate from the Statutory Auditors of your Company regarding compliance with Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is also annexed to the report on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made your company successful in the business.

For and on behalf of the Board of Directors

Place : New Delhi (Inderjeet Singh Wadhwa)

Date :29th May, 2010 Chairman & Managing Director