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:

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
cs.stl@seasonsworld.com 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