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Seasons Textiles Ltd Proxy Solicitation & Information Statement 2025

Jul 21, 2025

62038_rns_2025-07-21_281cb779-2097-4bd4-864d-435fd8a87d67.pdf

Proxy Solicitation & Information Statement

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STL/SEC/2025-2026

Manager – Department of Corporate Services Manager – Listing Compliance BSE Ltd., Calcutta Stock Exchange Ltd., Registered Office: Floor 25, 7, Lyons Range, Dalhousie, P J Towers, Dalal Street, Kolkata, West Bengal, Mumbai 400 001 India- 700001 Dear Sir/Madam,

Dear Sir/Madam,

Company Scrip Code: 514264 I ISIN: INE707B01010

  1. In continuation to our earlier letter dated 1ST July 2025 and in terms of provision of Regulation 30, 34 and 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended (SEBI Listing Regulations), please find enclosed herewith the following:

  2. A. A Notice of 39[th] Annual General Meeting (AGM); and

  3. B. 39[TH] Annual Report for the financial year 2024-25.

  4. Notice of AGM and 39[TH] Annual Report 2024-25 have been circulated to the members through the electronic mode (i.e., e-mail) today i.e., July 21, 2025.

  5. The 39th Annual General Meeting of Seasons Textiles Limited will be held on held on 19 August 2025 at 12:30 p.m. through Video Conferencing (VC) or Other Audio Visual Means (OAVM).

  6. The Notice and the Annual Report are available on the Company's website (i.e., www.seasonsworld.com under the head "Investor Relations" as “AGM Information” and "Annual Report'' tab respectively.

5. Book Closure

The Register of Members and the Share Transfer Books of the Company shall remain closed from Wednesday, August 13, 2025, to Tuesday, August 19, 2025 (both days inclusive) for the purpose of Annual General Meeting.

SEASONS TEXTILES LIMITED

Corp Office/Mailing Address: B-18, Sectror-5, Noida, 201 301 (U.P.), INDIA Tel: -91 120 4690000, Fax: +91 120 4351485

Registered Office: 26, Froze Gandhi Road (Lower Ground Floor), Lajpat Nagar 3, New Delhi South Delhi 110024

Tel: +91 11 47675000, fax: +91 11 41805599

Email: [email protected], Website: www. Seasonsworld.com CIN: L74999DL1986PLC024058

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  1. Cut-off date for deciding members eligible for remote e-voting is 12th August 2025 .

Kindly take the same on record.

Thanking You, For Seasons Textiles Limited

SAURAB

H ARORA Saurabh Arora

Digitally signed by SAURABH ARORA DN: c=IN, postalCode=282005, st=UTTAR PRADESH, street=AGRA9 SARLA BAGH DAYAL BAGHNEAR HANUMAN MANDIR 282005, l=AGRA, o=Personal, title=2216, serialNumber=59782014d084af2fbed8ba885df7266124cb8a 495123e21c5b3b08bc2bac3e69, pseudonym=221620231025110040022, 2.5.4.20=b784fb51e72bdf9c72140b54d790c06c9d17272dda d282470db86357646303c8, [email protected], cn=SAURABH ARORA Date: 2025.07.21 14:31:24 +05'30' Adobe Acrobat Reader version: 2025.001.20577

Company Secretary & Compliance Officer Date: July 21, 2025 Place: Noida

SEASONS TEXTILES LIMITED

Corp Office/Mailing Address: B-18, Sectror-5, Noida, 201 301 (U.P.), INDIA Tel: -91 120 4690000, Fax: +91 120 4351485 Registered Office: 26, Froze Gandhi Road (Lower Ground Floor), Lajpat Nagar 3, New Delhi South Delhi 110024 Tel: +91 11 47675000, fax: +91 11 41805599

Email: [email protected], Website: www. Seasonsworld.com CIN: L74999DL1986PLC024058

CORPORATE INFORMATION

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BOARD OF DIRECTORS

MR. INDERJEET SINGH WADHWA

(CHAIRMAN & MANAGING DIRECTOR)

MR. SUMER SINGH WADHWA

NON-EXECUTIVE (NON- INDEPENDENT) DIRECTOR MR. SUNIL KUMAR MEHDIRATTA

(NON – EXECUTIVE, INDEPENDENT DIRECTOR)

MRS. KAVITA RANI

(NON – EXECUTIVE, INDEPENDENT DIRECTOR)

MR. MANISH CHANDRA

(NON – EXECUTIVE, INDEPENDENT DIRECTOR)

CHIEF FINANCIAL OFFICER

SANJAY KATYAL EMAIL ID : [email protected] TEL NO. : 0120-4690000

COMPANY SECRETARY & COMPLIANCE OFFICER

Saurabh Arora ENAIL ID : [email protected] TEL NO. : 0120-4690000

REGISTERED OFFICE

26, FEROZE GANDHI ROAD, LOWER GROUND FLOOR LAJPAT NAGAR - III, NEW DELHI -110 024

CORPORATE OFFICE AND WAREHOUSE

B-18, Sector-5, Noida-201301 (U.P)

STATUTORY AUDITORS

Bhatia & Bhatia Chartered Accountants

MANUFACTURING PLANT

Plot No. 466-67, HSIIDC Industrial Estate, Barhi, Phase – I, Sonipat (Haryana)

INTERNAL AUDITORS

Ashok Kantoor & Co. Chartered Accountants

BANKERS

Canara Bank, Parliament Street, New Delhi 110 001

SECRETARIAL AUDITORS

Pramod Kothari & Co. Company Secretaries

REGISTRAR & SHARE TRANSFER AGENT

Skyline Financial Services Pvt. Ltd. D – 153A, First Floor, Okhla Industrial Area, Phase - I, New Delhi – 110020 Tel: 011-40450193, 94, 95, 96, 97 E-mail: [email protected]

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SEASONS TEXTILES LIMITED 39[th] ANNUAL REPORT 2024-2025

CONTENTS

Notice of AGM………………………………………………………… ……1Board’s Report ……………………………………………..………………16Corporate Governance Report…………………………………………...29Management Discussion and Analysis……………………………….…49Auditor’s Report……………………………………………………………...52Balance Sheet………………………………………………………………...62Profit and Loss Account…………………………………………………….63Cash Flow Statement………………………………………………………..64Notes on Accounts…………………………………………………………..72

Seasons Textiles Limited

SEASONS TEXTILES LIMITED CIN - L18101DL1986PLC024058

Regd. Off: 26, Feroze Gandhi Road, Lower Ground Floor, Lajpat Nagar - III, New Delhi -110 024 Phone: 0120-4690000, Fax: 0120-4351485, Website: www.seasonsworld.com, Email: [email protected]

No7ce of 39[th] Annual General Mee7ng

NOTICE is hereby given that the Thirty Ninth Annual General Mee�ng (AGM) of SEASONS TEXTILES LIMITED will be held on 19 August 2025 at 12:30 p.m. through Video Conferencing (VC) or Other Audio Visual Means (OAVM) for which purpose the Registered Office of the Company situated at 26, Feroze Gandhi Road, Lower Ground Floor, Lajpat Nagar - III, New Delhi -110 024 shall be deemed as the venue for the Mee�ng and the proceedings of the 39[th] (Thirty Ninth) Annual General Mee�ng shall be deemed to be made there at to transact the following business:

AS ORDINARY BUSINESS:

  1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and the Auditor’s thereon.

  2. To appoint a director in place of Mr. Sumer Singh Wadhwa (DIN: 01585482) who re�res by rota�on and being eligible, offers himself for re-appointment.

AS SPECIAL BUSINESS:

3. Appointment of Mr. Sumer Singh Wadhwa (DIN: 01585482) as a Non-Execu�ve Non-Independent Director of the Company and to consider and if thought fit, to pass with or without modifica�on, the following resolu�on as Ordinary Resolu7on.

RESOLVED THAT , pursuant to the provisions of Sec�ons 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (the “Act”) read with the Companies (Appointment and Remunera�on of Managerial Personnel) Rules, 2014 and Regula�on 17 (1C) & 17(1D) of SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, (including any statutory modifica�on(s) or re-enactment(s) thereof, for the �me being in force), Mr. Sumer Singh Wadhwa (DIN: 01585482) who on the recommenda�on of the Nomina�on and Remunera�on CommiCee, was appointed as an Addi�onal Director (Non- Execu�ve Non-Independent) by the Board of Directors at board of Directors mee�ng held on Tuesday May 20, 2025 in terms of Sec�ons 161 (1) of the Act and whose term of office expires at this Annual General Mee�ng (AGM) and in respect of whom the Company has received a no�ce in wri�ng, under Sec�on 160 of the Act, proposing he candidature for the office of Director and who has consented to act as a Director and has submiCed the required declara�ons, be and is hereby appointed as a Director ( Non-Execu7ve Non-Independent) of the Company, liable to re�re by rota�on.”

4. Appointment of Secretarial Auditors of the Company. To consider and, if thought fit, to pass with or without modifica�on(s) the following resolu�on as an Ordinary Resolu7on:

“RESOLVED THAT pursuant to the provisions of Sec�on 204 and other applicable provisions of the Companies Act, 2013, if any and Rule 9 of the Companies (Appointment and Remunera�on of Managerial Personnel) Rules, 2014 and Regula�on 24A and other applicable provisions of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (including any statutory modifica�on(s) or re-enactment(s) thereof, for the �me being in force) and subject to receipt of such other approvals, consents and permissions as may be required, M/s. Pramod Kothari & Co., Company Secretaries in Prac�ce (Firm Registra7on Number S2012UP197900) be and are hereby appointed as Secretarial Auditors of the Company for a term of 5 (five) consecu�ve

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Seasons Textiles Limited

years i.e. from the financial year 2025-26 to 2029-30 at a remunera�on to be fixed by the Board of Directors of the Company or any CommiCee of the Board of Directors (‘the Board’).

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, things and to sign all such documents and wri�ngs as may be necessary to give effect to this resolu�on and for maCers connected therewith or incidental thereto.”

By Order of the Board of Directors

Place: New Delhi (Saurabh Arora) Date: 20-05-2025 Company Secretary Registered office: 26, Feroze Gandhi Road, Lower Ground Floor, Lajpat Nagar - III, New Delhi -110 024

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Seasons Textiles Limited

Notes:

  1. Explanatory Statement pursuant to Sec�on 102 of the Companies Act, 2013 (‘the Act’), which sets out details rela�ng to Special Business (being considered unavoidable by the Board of Directors) at the mee�ng, is aCached with this No�ce of 39[th] Annual General Mee�ng (‘AGM’).

  2. Pursuant to the General Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs followed by General Circular No. 20/2020 dated May 05, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 21/2021 dated December 14, 2021, General Circular No. 02/2022 dated May 05, 2022, General circular No. 10/2022 dated December 28, 2022, General circular No. 09/2023 dated September 25, 2023 and General circular No. 09/2024 dated September 19, 2024 (“MCA Circulars”), Annual General Mee�ng (AGM) can be conducted through Video Conferencing (‘VC’) or 0ther Audio-Visual Means (‘0AVM’). Accordingly, physical aCendance of the Shareholders at the venue of the mee�ng is not required. The Central Board of the Bank has decided to adopt the above guidelines issued by MCA in conduc�ng the Annual General Mee�ng of the Bank. Hence, Shareholders can aCend and par�cipate in the ensuing Annual General Mee�ng through VC / 0AVM, which may not require physical presence of shareholders at a common venue. The deemed venue for the mee�ng shall be 26, Feroze Gandhi Road, Lower Ground Floor, Lajpat Nagar - III, New Delhi -110 024.

  3. In compliance with the aforesaid MCA Circulars and SEBI Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2022/62, SEBI/HO/CFD/ PoD2/P/CIR/2023/4, SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2023/167 and SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated May 12, 2020, May 13, 2022, January 5, 2023, October 7, 2023 and October 3, 2024 respec�vely, the No�ce of AGM and Annual Report along with login details for joining the AGM through VC / OAVM facility including e-vo�ng are being sent only through electronic mode to those Members whose email address are registered with the Company or DP or RTA, unless the Members have registered their request for physical copy of the same. Members may note that this No�ce of AGM and Annual Report will also be available on Company’s website (www.seasonsworld.com), Stock Exchange’s website (www.bseindia.com) and Central Depository Services Limited (“CDSL”) website (www.evo�ngindia.com).

  4. Since the AGM is being held through VC/OAVM the physical aCendance of members is dispensed with and no proxies would be accepted by the Company pursuant to the relevant MCA Circulars.

  5. Annual General Mee�ng has been convened through VC / 0AVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circulars and SEBI Circulars.

  6. Members who will be shareholders as on Tuesday August 12, 2025, can join the AGM 15 minutes before the commencement of the mee�ng at 12:30 p.m. (IST) and un�l the �me of the conclusion of the mee�ng by following the procedure men�oned in this No�ce.

  7. The Members can join the AGM in the VC/OAVM mode 15 minutes before and aLer the scheduled �me of the commencement of the Mee�ng by following the procedure men�oned in the No�ce. The facility of par�cipa�on at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding) as on Tuesday August 12, 2025, Promoters, Ins�tu�onal Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit CommiCee, Nomina�on and Remunera�on CommiCee and Stakeholders Rela�onship CommiCee, Auditors

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Seasons Textiles Limited

etc. who are allowed to aCend the AGM without restric�on on account of first come first served basis.

  1. The aCendance of the Members aCending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Sec�on 103 of the Companies Act, 2013.

  2. In case of joint holders aCending the AGM, only such joint holder who is higher in the order of names will be en�tled to vote.

  3. The Company has published an adver�sement in the newspapers containing the details about the AGM i.e. the conduct of the AGM through VC/OAVM, date and �me of the AGM, availability of no�ce of the AGM along with Annual Report 2024-25 at the Company’s website and manner of registering the email IDs, Mobile No. and bank mandate of those Members who have not registered the said details with the Company/ Company’s Share Transfer Agent i.e. Skyline Financial Services Private Limited.

  4. Those Members who have not yet registered their email address are requested to get their email address registered by following the procedure given below:

  5. a) Securi7es in Physical mode:

    • Based on SEBI Circular SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, all holders of physical securi�es in listed companies shall register the postal address with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number also. In order to avail online services, the security holders may register e-mail ID. Holder can register/ update the contact details through submiNng the requisite ISR-1 form along with the suppor�ng documents, which may be downloaded from the website of RTA i.e., Skyline Financial Services Private Limited . Instruc�on and mode to submit the Form ISR(s) are given on RTA’s website. Individual leCers were sent to those members who are holding shares in physical form and whose Folio’s are KYC non-compliant for furnishing their PAN, KYC details and Nomina�on. Members holding shares in physical form are requested to go through the requirements on the website of the Company at www.seasonsworld.com to furnish the requisite details.

b) Securi7es in Electronic mode

Members who have already registered their email address are requested to get their email address validated / updated with their respec�ve Depository Par�cipant, where Demat account is being maintained.

  1. To prevent fraudulent transac�ons, Members are requested to exercise due diligence and immediately no�fy the RTA of any change in their address and/ or bank mandate in respect of shares held in physical form and to their DPs in respect of shares held in dematerialized form. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holding should be obtained from the concerned DP and holding should be verified. The Securi�es and Exchange Board of India (‘SEBI’) has mandated the submission of PAN by every par�cipant in securi�es market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their respec�ve DP with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company/ RTA.

  2. The informa�on required to be provided under the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 and the Secretarial Standard on General Mee�ngs, regarding the Directors who are proposed to be appointed/re-appointed and the Explanatory Statement pursuant to Sec�on 102 of the Companies Act, 2013, in respect of the

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Seasons Textiles Limited

businesses under item 2,3 and 4 set out above are annexed hereto.

14. Book Closure

  • The Register of Members and the Share Transfer Books of the Company shall remain closed from Wednesday, August 13, 2025, to Tuesday, August 19, 2025 (both days inclusive) for annual closing.

  • The Register of Directors and Key Managerial Personnel and their shareholding maintained under Sec�on 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which the directors are interested, maintained under Sec�on 189 of the Companies Act, 2013 and the relevant documents referred to in the accompanying No�ce and the Explanatory Statement will be made available electronically for inspec�on by the members of the Company, up to the date of the AGM. Members seeking inspec�on of such documents can send an email at [email protected]

  • SEBI has recently mandated furnishing of PAN, KYC details (i.e. Postal Address with Pin Code, email address, mobile number, and bank account details) and nomina�on details by holders of securi�es. Effec�ve from April 01, 2023, any service requests or complaints received from the member, will not be processed by RTA �ll the aforesaid details/documents are provided to RTA. On or aLer October 01, 2023, in case any of the above cited documents/details are not available in the Folio(s), RTA shall be constrained to freeze such Folio(s). Relevant details and forms prescribed by SEBI in this regard are available on the website of the Company at www.seasonsworld.com

  • SEBI vide circular nos. SEBI/HO/OIAE/OIAE_IAD1/P/ CIR/2023/131 dated July 31, 2023 (updated as on December 20, 2023) and SEBI/HO/ OIAE/OIAE_ IAD-1/P/CIR/2023/135 dated August 4, 2023 read with master circular no. SEBI/HO/ OIAE/OIAE_IAD- 1/P/CIR/2023/145 dated August 11, 2023, had issued guidelines towards an addi�onal mechanism for investors to resolve their grievances by way of Online Dispute Resolu�on (‘ODR’) through a common ODR portal. Pursuant to abovemen�oned circulars, post exhaus�ng the op�on to resolve their grievance with the Company/its RTA directly and through exis�ng SCORES plaRorm. Members can access the SEBI Circulars on the website of SEBI at hCps://www.sebi.gov.in.

  • SEBI has decided that securi�es of listed companies can be transferred only in dematerialized form with effect from April 01, 2019. In view of the above and to avail various benefits of dematerialisa�on, members are advised to dematerialize shares held by them in physical form.

19. Nomina7on

  • Pursuant to Sec�on 72 of the Companies Act, 2013 read with Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, the Members are en�tled to make nomina�on in respect of shares held by them in physical form. The members desirous of making nomina�ons may approach the Registrar and Share Transfer Agent, Skyline Financial Services Private Limited .

20. Ques7ons and queries:

Members desiring any informa�on/clarifica�on on the accounts or any maCer to be placed at the AGM are requested to write to the Company at [email protected] on or before August 12, 2025 from their registered email address men�oning their name, DPID Client ID / Folio no. and mobile number. The same will be replied by the Company suitably. Members desiring to seek informa�on/clarifica�on during the AGM on the accounts or any maCer to be placed at the AGM may ask through the chat box facility provided by CDSL.

21. Speaker Registra7on

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Seasons Textiles Limited

Members who would like to express their views or ask ques�ons during the AGM may register themselves as a speaker by sending their request from their registered email address men�oning their name, DP ID and Client ID/folio number, PAN, mobile number at [email protected] from August 8, 2025 (9:00 a.m. IST) to August 12, 2025 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask ques�ons during the AGM. The Company will select the speakers on first come first serve basis. The Company reserves the right to restrict the number of speakers depending on the availability of �me for the AGM.

22. E-vo7ng

The businesses as set out in the No�ce may be transacted through electronic vo�ng system and the Company will provide a facility for vo�ng by electronic means. In compliance with the provisions of Sec�on 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administra�on) Rules, 2014, as amended, the Secretarial Standard on General Mee�ngs and regula�on 44 of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, the Company is pleased to offer the facility of vo�ng through electronic means. The said facility of cas�ng the votes by the members using electronic means will be provided by the Central Depository Services (India) Limited (CDSL).

A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date of Tuesday, August 12, 2025 shall be en�tled to avail the facility of remote e-vo�ng or e-vo�ng on the day of the AGM. Persons who are not members as on the cut-off date should treat this no�ce for informa�on purposes only.

The members who have cast their vote through remote e-vo�ng prior to the AGM may also aCend the AGM through VC/OAVM but shall not be en�tled to cast their vote again.

The remote e-vo�ng period commences on Saturday, August 16, 2025 at 10:00 A.M. (IST) and ends on Monday, August 18, 2025 at 05:00 P.M. (IST). During this period, members of the Company holding shares either in physical or dematerialised form, as on the cut-off date of Tuesday, August 12, 2025, may cast their vote by remote e-vo�ng. The remote e-vo�ng module shall be disabled by CDSL for vo�ng thereaLer.

The results of the electronic vo�ng shall be disclosed to the Stock Exchanges along with the Scru�nizer’s Report and shall be placed on the website of the Company i.e. www.seasonsworld.com

23. THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

  • Step 1 : Access through Depositories CDSL/NSDL e-Vo�ng system in case of individual shareholders holding shares in demat mode.

  • Step 2 : Access through CDSL e-Vo�ng system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (i) The vo�ng period begins on August 16, 2025 at 10:00 A.M and ends on August 18, 2025 at 5:00 P.M During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date August 12, 2025 may cast their vote electronically. The e-vo�ng module shall be disabled by CDSL for vo�ng thereaLer.

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Seasons Textiles Limited

  • (ii) Shareholders who have already voted prior to the mee�ng date would not be en�tled to vote at the mee�ng venue.

  • (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regula�on 44 of Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, listed en��es are required to provide remote e-vo�ng facility to its shareholders, in respect of all shareholders’ resolu�ons. However, it has been observed that the par�cipa�on by the public non-ins�tu�onal shareholders/retail shareholders is at a negligible level.

Currently, there are mul�ple e-vo�ng service providers (ESPs) providing e-vo�ng facility to listed en��es in India. This necessitates registra�on on various ESPs and maintenance of mul�ple user IDs and passwords by the shareholders.

In order to increase the efficiency of the vo�ng process, pursuant to a public consulta�on, it has been decided to enable e-vo�ng to all the demat account holders, by way of a single login creden�al, through their demat accounts/ websites of Depositories/ Depository Par�cipants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilita�ng seamless authen�ca�on but also enhancing ease and convenience of par�cipa�ng in e-vo�ng process.

Step 1 : Access through Depositories CDSL/NSDL e-Vo�ng system in case of individual shareholders holding shares in demat mode.

  • (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Vo�ng facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Vo�ng and joining virtual mee�ngs for Individual shareholders holding securi�es in Demat mode CDSL/NSDL is given below:

Type of shareholders Login Method
Individual
Shareholders
holding securi�es in
Demat mode with
CDSL Depository		 1) Users who have opted for CDSL Easi / Easiest facility, can login through their
exis�ng user id and password. Op�on will be made available to reach e-
Vo�ng page without any further authen�ca�on. The users to login to Easi /
Easiest are requested to visit cdsl website www.cdslindia.com and click on
login icon & My Easi New (Token) Tab.
2) ALer successful login the Easi / Easiest user will be able to see the e-Vo�ng
op�on for eligible companies where the evo�ng is in progress as per the
informa�on provided by company. On clicking the evo�ng op�on, the user
will be able to see e-Vo�ng page of the e-Vo�ng service provider for cas�ng
your vote during the remote e-Vo�ng period or joining virtual mee�ng &
vo�ng during the mee�ng. Addi�onally, there is also links provided to access
the system of all e-Vo�ng Service Providers, so that the user can visit the e-
Vo�ng service providers’ website directly.

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Seasons Textiles Limited

3) If the user is not registered for Easi/Easiest, op�on to register is available at
cdsl website www.cdslindia.com and click on login & My Easi New (Token)
Tab and then click on registra�on op�on.
4) Alterna�vely, the user can directly access e-Vo�ng page by providing Demat
Account Number and PAN No. from a e-Vo�ng link available
on www.cdslindia.com home page. The system will authen�cate the user by
sending OTP on registered Mobile & Email as recorded in the Demat
Account. ALer successful authen�ca�on, user will be able to see the e-
Vo�ng op�on where the evo�ng is in progress and also able to directly access
the system of all e-Vo�ng Service Providers.
Individual
shareholders
holding securi�es in
demat mode with
NSDL Depository		 1) If you are already registered for NSDL IDeAS facility, please visit the e-
Services website of NSDL. Open web browser by typing the following URL:
hCps://eservices.nsdl.com either on a Personal Computer or on a mobile.
Once the home page of e-Services is launched, click on the “Benefcial
Owner” icon under “Login” which is available under ‘IDeAS’ sec�on. A new
screen will open. You will have to enter your User ID and Password. ALer
successful authen�ca�on, you will be able to see e-Vo�ng services. Click on
“Access to e-Vo�ng” under e-Vo�ng services and you will be able to see e-
Vo�ng page. Click on company name or e-Vo�ng service provider name and
you will be re-directed to e-Vo�ng service provider website for cas�ng your
vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng
during the mee�ng.
2) If the user is not registered for IDeAS e-Services, op�on to register is
available at hCps://eservices.nsdl.com. Select “Register Online for IDeAS
“Portal
or
click
at
hCps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Vo�ng website of NSDL. Open web browser by typing the
following URL: hCps://www.evo�ng.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Vo�ng system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ sec�on. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold with
NSDL), Password/OTP and a Verifca�on Code as shown on the screen. ALer
successful authen�ca�on, you will be redirected to NSDL Depository site
wherein you can see e-Vo�ng page. Click on company name or e-Vo�ng
service provider name and you will be redirected to e-Vo�ng service provider
website for cas�ng your vote during the remote e-Vo�ng period or joining
virtual mee�ng & vo�ng during the mee�ng
4) For
OTP
based
login
you
can
click
on hCps://eservices.nsdl.com/SecureWeb/evo�ng/evo�nglogin.jsp.
You
will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifca�on
code and generate OTP. Enter the OTP received on registered email
id/mobile number and click on login. ALer successful authen�ca�on, you will
be redirected to NSDL Depository site wherein you can see e-Vo�ng page.
Click on company name or e-Vo�ng service provider name and you will be
re-directed to e-Vo�ng service provider website for cas�ng your vote during

8

Seasons Textiles Limited

the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the
mee�ng.
Individual
Shareholders
(holding securi�es in
demat mode) login
through
their
Depository
Par�cipants (DP)		 You can also login using the login creden�als of your demat account through your
Depository Par�cipant registered with NSDL/CDSL for e-Vo�ng facility. ALer
Successful login, you will be able to see e-Vo�ng op�on. Once you click on e-Vo�ng
op�on, you will be redirected to NSDL/CDSL Depository site aLer successful
authen�ca�on, wherein you can see e-Vo�ng feature. Click on company name or e-
Vo�ng service provider name and you will be redirected to e-Vo�ng service provider
website for cas�ng your vote during the remote e-Vo�ng period or joining virtual
mee�ng & vo�ng during the mee�ng.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned website. Helpdesk for Individual Shareholders holding securi�es in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL.

Login type
Individual Shareholders holding
securi�es in Demat mode with CDSL
Individual Shareholders holding
securi�es in Demat mode with NSDL		 Helpdesk details
Members facing any technical issue in login can contact
CDSL helpdesk by sending a request at
helpdesk.evo�[email protected] or contact at toll free
no. 1800 21 09911
Members facing any technical issue in login can contact
NSDL helpdesk by sending a request at evo�[email protected]
or call at : 022 - 4886 7000 and 022 - 2499 7000

Step 2 : Access through CDSL e-Vo�ng system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (v) Login method for e-Vo�ng and joining virtual mee�ngs for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-vo�ng website www.evo�ngindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

    • a. For CDSL: 16 digits beneficiary ID,

    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

9

Seasons Textiles Limited

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verifica�on as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evo�ngindia.com and voted on an earlier e-vo�ng of any company, then your exis�ng password is to be used.

  • 6) If you are a first-�me user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in
Demat.
PAN Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)

Shareholders
who
have
not
updated
their
PAN
with
the
Company/Depository Par�cipant are requested to use the sequence
number sent by Company/RTA or contact Company/RTA.
Dividend
Bank Details
OR Date of
Birth (DOB)		 Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
recorded in your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company,
please enter the member id / folio number in the Dividend Bank details
feld.

  • (vi) ALer entering these details appropriately, click on “SUBMIT” tab.

  • (vii) Shareholders holding shares in physical form will then directly reach the Company selec�on screen. However, shareholders holding shares in demat form will now reach ‘Password Crea�on’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for vo�ng for resolu�ons of any other company on which they are eligible to vote, provided that company opts for e-vo�ng through CDSL plaRorm. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden�al.

  • (viii) For shareholders holding shares in physical form, the details can be used only for e-vo�ng on the resolu�ons contained in this No�ce.

  • (ix) Click on the EVSN for the relevant on which you choose to vote.

  • (x) On the vo�ng page, you will see “RESOLUTION DESCRIPTION” and against the same the op�on “YES/NO” for vo�ng. Select the op�on YES or NO as desired. The op�on YES implies that you assent to the Resolu�on and op�on NO implies that you dissent to the Resolu�on.

  • (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the en�re Resolu�on details.

  • (xii) ALer selec�ng the resolu�on, you have decided to vote on, click on “SUBMIT”. A confirma�on box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xiii) Once you “CONFIRM” your vote on the resolu�on, you will not be allowed to modify your vote.

  • (xiv) You can also take a print of the votes cast by clicking on “Click here to print” op�on on the Vo�ng page.

10

Seasons Textiles Limited

  • (xv) If a demat account holder has forgoCen the login password then Enter the User ID and the image verifica�on code and click on Forgot Password & enter the details as prompted by the system.

  • (xvi) There is also an op�onal provision to upload BR/POA if any uploaded, which will be made available to scru�nizer for verifica�on.

  • (xvii) Addi�onal Facility for Non – Individual Shareholders and Custodians –For Remote Vo�ng only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evo�ngindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registra�on Form bearing the stamp and sign of the en�ty should be emailed to helpdesk.evo�[email protected].

  • ALer receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automa�cally & can be delink in case of any wrong mapping.

  • It is Mandatory that, a scanned copy of the Board Resolu�on and Power of ACorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scru�nizer to verify the same.

  • Alterna�vely, Non-Individual shareholders are required mandatory to send the relevant Board Resolu�on/ Authority leCer etc. together with aCested specimen signature of the duly authorized signatory who are authorized to vote, to the Scru�nizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-vo�ng system for the scru�nizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

  1. The procedure for aCending mee�ng & e-Vo�ng on the day of the AGM is same as the instruc�ons men�oned above for e-vo�ng.

  2. The link for VC/OAVM to aCend mee�ng will be available where the EVSN of Company will be displayed aLer successful login as per the instruc�ons men�oned above for e-vo�ng.

  3. Shareholders who have voted through Remote e-Vo�ng will be eligible to aCend the mee�ng. However, they will not be eligible to vote at the AGM/EGM.

  4. Shareholders are encouraged to join the Mee�ng through Laptops / IPads for beCer experience.

  5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the mee�ng.

  6. Please note that Par�cipants Connec�ng from Mobile Devices or Tablets or through Laptop connec�ng via Mobile Hotspot may experience Audio/Video loss due to Fluctua�on in their respec�ve network. It is therefore recommended to use Stable Wi-Fi or LAN Connec�on to mi�gate any kind of aforesaid glitches.

11

Seasons Textiles Limited

  1. Shareholders who would like to express their views/ask ques�ons during the mee�ng may register themselves as a speaker by sending their request in advance at least 7 days prior to mee�ng men�oning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to mee�ng men�oning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

  2. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask ques�ons during the mee�ng.

  3. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolu�ons through remote e-Vo�ng and are otherwise not barred from doing so, shall be eligible to vote through e-Vo�ng system available during the AGM.

  4. If any Votes are cast by the shareholders through the e-vo�ng available during the AGM and if the same shareholders have not par�cipated in the mee�ng through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-vo�ng during the mee�ng is available only to the shareholders aCending the mee�ng.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share cer�ficate (front and back), PAN (self- aCested scanned copy of PAN card), AADHAR (self-aCested scanned copy of Aadhar Card) by email to Company/RTA email id.

  2. For Demat shareholders, please update your email id & mobile no. with your respec�ve Depository Par�cipant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respec�ve Depository Par�cipant (DP) which is mandatory while e-Vo�ng & joining virtual mee�ngs through Depository.

If you have any queries or issues regarding aCending AGM & e-Vo�ng from the CDSL e-Vo�ng System, you can write an email to helpdesk.evo�[email protected] or contact at toll free no. 1800 21 09911.

All grievances connected with the facility for vo�ng by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evo�[email protected] or call toll free no. 1800 21 09911.

12

Seasons Textiles Limited

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 AND AS PER SECRETARIAL STANDARD – 2 (SS – 2) ON “GENERAL MEETINGS”:

Item No. 3

Based on the recommenda�on of the Nomina�on and Remunera�on CommiCee, the Board of Directors of the Company has appointed Mr. Sumer Singh Wadhwa (DIN: 01585482) as an Addi�onal Director in capacity of Non-Execu�ve Non-Independent Director of the Company with effect from May 20, 2025 and he shall be liable to re�re by rota�on as an Addi�onal Director (Non-Execu�ve Non Independent), Mr. Sumer Singh Wadhwa (DIN: 01585482) holds office �ll the date of the AGM and is eligible for being appointed as an Director (Non-Execu�ve Non Independent). Mr. Sumer Singh Wadhwa (DIN: 01585482) is not disqualified from being appointed as a Director (Non-Execu�ve Non Independent) in terms of Sec�ons 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Remunera�on of Managerial Personnel) Rules, 2014 and Regula�on 17 (1C) and 17(1D) of SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, (including any statutory modifica�on(s) or re-enactment(s) thereof, for the �me being in force, and has given his consent to act as Director (Non-Execu�ve Non Independent) on the Board of the Company.

Except Mr. Inderjeet Singh Wadhwa, Managing Director and his rela�ves, none of the other Directors / Key Managerial Personnel of the Company / their rela�ves are in any way, concerned or interested, financially or otherwise, in the resolu�on except to the extent of their shareholding, if any, in the Company.

The Board of Directors of the Company recommends the resolu�on set out at Item No. 3 for approval of the Members as an Ordinary Resolu�on.

Item No. 4

Pursuant to the amended provisions of Regula�on 24A of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (‘SEBI LODR Regula�ons’) vide SEBI No�fica�on dated December 12, 2024 and provisions of Sec�on 204 of the Companies Act, 2013 (‘Act’) and Rule 9 of the Companies (Appointment and Remunera�on of Managerial Personnel) Rules, 2014, the Audit CommiCee and the Board of Directors at their respec�ve mee�ngs held on February 10, 2025 have approved and recommended the appointment of M/s. Pramod Kothari & Co., Peer Reviewed Firm of Company Secretaries in Prac�ce (Firm Registra�on Number: S2012UP197900) as Secretarial Auditors of the Company for a term of up to 5(Five) consecu�ve years for a term of 5 (Five) consecu�ve year commencing from financial year 2025-26 �ll financial year 2029-30 on following terms and condi�ons:

  1. Term of appointment : For a term of 5 (five) consecu�ve years i.e. from the financial year 202526 to 2029-30.

  2. Proposed Fees : Up to 25,000/- (Rupees Twenty-Five Thousand only) plus applicable taxes and excluding out-of-pocket expenses in connec�on with the secretarial audit for Financial Year ending March 31, 2026, and for subsequent year(s) of their term, such fee as determined by the Board, on recommenda�on of Audit CommiCee.

  3. Basis of recommenda7ons : The recommenda�ons are based on the fulfilment of the eligibility criteria & qualifica�on prescribed under the Act & Rules made thereunder and SEBI LODR Regula�ons with regard to the full �me partners, secretarial audit, experience of the firm, capability, independent assessment, audit experience and also based on the evalua�on of the quality of audit work done by them in the past.

  4. Creden7als: M/s. Pramod Kothari & Co. (Firm Registra�on Number: S2012UP197900) (‘Secretarial Audit Firm’), established in the year 2012, is a reputed firm of Company

13

Seasons Textiles Limited

Secretaries in Prac�ce specialized in Secretarial Audit and other corporate law maCers. The firm is registered with the Ins�tute of Company Secretaries of India and has an experience of more than 13 years in providing various corporate law services. The Firm also holds a valid Peer Review Cer�ficate i.e. Peer Review Cer�ficate No. 6701/2025.

  1. M/s. Pramod Kothari & Co 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 Regula�ons. 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 Regula�ons.

None of the Directors / Key Managerial Personnel of the Company / their rela�ves are, in any way, concerned or interested, financially or otherwise, in the resolu�on except to the extent of their shareholding, if any, in the Company.

The Board of Directors of the Company recommends the resolu�on set out at Item No. 4 for approval of the Members as an Ordinary Resolu�on.

By Order of the Board of Directors For Seasons Tex7les Limited Place: New Delhi Saurabh Arora Date: 20-05-2025 Company Secretary

Registered office:

26, Feroze Gandhi Road, Lower Ground Floor, Lajpat Nagar - III, New Delhi -110 024

14

Seasons Textiles Limited

ANNEXURE - TO THE NOTICE

In pursuance of Regula�on 36(3) of Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirement) Regula�ons, 2015 and Secretarial Standard on General Mee�ng (SS-2).

Name of the Director Mr. Sumer Singh Wadhwa
Date of Birth(dd/mm/yyyy) 09/10/1985
Age(inyears) 40years
Date of Appointment 20-05-2025
Qualifca�on Bachelor of Business Administra�on from
Universityof the Arts London in 2006.
Boardposi�on held Non- Execu�ve Non-Independent Director
Terms and Condi�ons of re-appointment None
Nature of his exper�se in specifc func�on
areas alongwith experience(inyears)		 Experience in wholesale retail trade of furnishing
fabrics across India
Chairperson/ Member of CommiCee of the
Board of Companies of which he is a Director		 None
Shareholdingof Director as on March 31,2025 10000 EquityShares

By Order of the Board of Directors

For Seasons Tex7les Limited

Place: New Delhi Saurabh Arora Date: 20-05-2025 Company Secretary

Registered office:

26, Feroze Gandhi Road, Lower Ground Floor, Lajpat Nagar - III, New Delhi -110 024

15

Seasons Textiles Limited

Board’s Report

Dear Members,

Your directors have pleasure in presen�ng the 39th (Thirty Ninth) Annual Report on the business and opera�ons 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:

(Rs. In lakhs)

Par�culars Financial Year ended 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
Proft before tax aLer excep�onal items -30.91 -34.78
Excep�onal items - -
Proft before tax but aLer excep�onal Items -30.91 -34.78
Less: Tax expenses includingdeferred tax -2.62 13.71
Proft aLer 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 earningsper 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 Accoun�ng Standards (‘IND-AS’) and the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 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 affec�ng the financial posi�on 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 Sec�on 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.

16

Seasons Textiles Limited

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 (Conver�ble / Non-conver�ble) or any conver�ble instruments during the financial year under review.

EMPLOYEES STOCK OPTION SCHEME

Your Company has no Employees Stock Op�on Scheme 2016 (‘ESOP Scheme 2016’) i.e. in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regula�ons, 2021, as amended from �me to �me (‘SEBI ESOP Regula�ons’) 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 Sec�ons 177 and 188 of the Act and Rules made thereunder read with Regula�on 23 of SEBI (LODR) Regula�ons, your Company took rather, these were synchronized and synergized with the Company’s opera�ons. ACen�on of Members is drawn to the disclosure of transac�ons with the related par�es set out the Standalone Financial Statements forming part of the Annual Report.

Your Company has framed a Policy on Related Party Transac�ons in accordance with the Act and SEBI (LODR) Regula�ons. The Policy intends to ensure that proper repor�ng, approval and disclosure processes are in place for all transac�ons between the Company and its related par�es. The policy is uploaded on website of the Company at hCps://www.seasonsworld.com/investors.aspx

Since all transac�ons 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 transac�on entered by the Company during the Financial Year 2025 as per Policy on Related Party Transac�ons, hence no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Sub-sec�on (3) of Sec�on 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 Sec�on 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 considera�on.

17

Seasons Textiles Limited

DIRECTORS AND KEY MANAGERIAL PERSONNEL.

a) DIRECTOR

To comply with the provisions of Sec�on 152 of the Act and in terms of the Ar�cles of Associa�on of the Company, Mr. Sumer Singh Wadhwa (DIN: 01585482), Non-Execu�ve Director (NonIndependent) is liable to re�re by rota�on at the ensuing AGM and being eligible, seeks reappointment. The Board of Directors, on the recommenda�on of Nomina�on and Remunera�on CommiCee (‘NRC’), recommended their re-appointment for considera�on by the Members at the ensuing AGM.

Company has received declara�ons from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Sec�on 149(6) of the Act and Regula�on 16(1)(b) of the SEBI (LODR) Regula�ons and are in compliance with Rule 6 of the Companies (Appointment and Qualifica�on of Directors) Rules, 2014. Further, the Independent Directors have also confirmed that they are not aware of any circumstance or situa�on, which exists or may be reasonably an�cipated, that could impair or impact their ability to discharge their du�es as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifica�ons, experience and exper�se and they hold highest standards of integrity (including the proficiency) and fulfils the condi�ons specified in the Act read with Rules made thereunder and SEBI (LODR) Regula�ons and are eligible & independent of the management.

None of the Directors of the Company are disqualified as per the provisions of Sec�on 164 of the Act. The Directors of the Company have made necessary disclosures under Sec�on 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 s�pulated under Secretarial Standard-2 issued by the Ins�tute of Company Secretaries of India and Regula�on 36 of the SEBI (LODR) Regula�ons, are separately disclosed in the No�ce of ensuing AGM.

During the Financial Year Ms Kavita Rani and Mr. Manish Chandra Appointed as Independent NonExecu�ve Directors by passing the Special Resolu�on at the 38[th] Annual General Mee�ng held on 27[th] September 2024.

The tenure of term of Two term of 5 (five) consecu�ve years of Mr. Pramod Kumar Hari and B.K. Behra Independent Director (Non-Execu�ve) expired on 30[th] September 2024, hence they have tendered their resigna�ons.

b) KEY MANAGERIAL PERSONNEL

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

BOARD EVALUATION

To comply with the provisions of Sec�on 134(3)(p) of the Act and Rules made thereunder and Regula�on 17(10) of SEBI (LODR) Regula�ons, the Board has carried out the annual performance evalua�on of the Directors individually including the Independent Directors (wherein the concerned Director being evaluated did not par�cipate), Board as a whole and following CommiCees of the Board of Directors:

  • (i) Audit, Risk Management and Ethics CommiCee;

  • (ii) Nomina�on and Remunera�on CommiCee; and

18

Seasons Textiles Limited

(iii) Stakeholders’ Rela�onship CommiCee.

The manner in which the annual performance evalua�on 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 evalua�on framework.

Further, to comply with Regula�on 25(4) of SEBI (LODR) Regula�ons, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate mee�ng of Independent Directors.

BOARD AND COMMITTEES OF THE BOARD

The number of mee�ngs of the Board and various CommiCees of the Board including composi�on are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the mee�ngs was within the period prescribed under the provisions of Sec�on 173 of the Act and SEBI (LODR) Regula�ons.

REMUNERATION POLICY

To comply with the provisions of Sec�on 178 of the Act and Rules made thereunder and Regula�on 19 of SEBI (LODR) Regula�ons, the Company’s Remunera�on Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at hCps://www.seasonsworld.com/investors.aspx. The Policy includes, inter-alia, the criteria for determining qualifica�ons, posi�ve aCributes, independence of a Director, appointment and remunera�on 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 remunera�on under Sec�on 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remunera�on of Managerial Personnel) Rules, 2014, is aCached to this report as Annexure – A .

Further, as per second proviso to Sec�on 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 par�culars 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 [email protected] up to the date of AGM. The said statement is also available for inspec�on 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 Bha�a & Bha�a, Chartered Accountants (Firm Reg. no. 003202N) as Statutory Auditors of the Company for a period of up to 5 (Five) consecu�ve years to hold office �ll the conclusion of the 41[st] AGM to be held in the year 2027. They have also confirmed that they are not disqualified from con�nuing as Statutory Auditors of the Company.

The Statutory Auditors’ Report for the Financial Year 2025 does not contain any qualifica�on, reserva�on or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any fraud under Sec�on 143(12) of the Act.

COST AUDIT

19

Seasons Textiles Limited

In terms of Sec�on 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 Sec�on 134 of the Act and Rules made thereunder, your Company has complied with the provisions rela�ng to cons�tu�on of Internal Complaints CommiCee under the Sexual Harassment of Women at Workplace (Preven�on, Prohibi�on and Redressal) Act, 2013. During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Preven�on, Prohibi�on and Redressal) Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY.

Pursuant to the provisions of Sec�on 177 of the Act and Regula�on 22 of SEBI (LODR) Regula�ons, the Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a plaRorm to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical maCers/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 Regula�on 24A of the SEBI (LODR) Regula�ons and Sec�on 204 of the Act read with Rule 9 of the Companies (Appointment and Remunera�on 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 Prac�ce (Firm Registra�on Number: S2012UP197900) as Secretarial Auditors of the Company for a term of up to 5(Five) consecu�ve years to hold office from the conclusion of ensuing AGM �ll 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 Prac�ce, are separately disclosed in the No�ce of ensuing AGM.

M/s. Pramod Kothari & Co (Firm Registra�on 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) Regula�ons. 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) Regula�ons.

The Secretarial Audit Report for the Financial Year 2025 does not contain any qualifica�on, reserva�on or adverse remark and is aCached to this report as Annexure – B . Further, the Secretarial Auditors have not reported any fraud under Sec�on 143(12) of the Act.

RISK MANAGEMENT

Your Company has a robust Risk Management Policy which iden�fies and evaluates business risks and opportuni�es. The Company recognizes that these risks need to be managed and mi�gated to protect the interest of the stakeholders and to achieve business objec�ves. The risk management framework is aimed at effec�vely mi�ga�ng the Company’s various business and opera�onal risks through strategic ac�ons. In line with the SEBI (LODR) Regula�ons, cyber security risks are also covered under Risk Management Policy of the Company.

20

Seasons Textiles Limited

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate Internal Financial Controls. The report on Internal Financial Controls issued by M/s Bha�a & Bha�a, 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-sec�on (1) of sec�on 135 of the Act and Company is not required to cons�tute a Corporate Social Responsibility (“CSR”) CommiCee.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

  • a) in the prepara�on of the annual accounts for the Financial Year ended March 31, 2025, the applicable accoun�ng standards have been followed along with proper explana�on rela�ng to material departures;

  • b) they have selected such accoun�ng policies and applied them consistently and made judgments and es�mates 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 accoun�ng records in accordance with the provisions of Act for safeguarding the assets of your Company and for preven�ng and detec�ng fraud and other irregulari�es;

  • 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 opera�ng effec�vely; and

  • f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and opera�ng effec�vely.

OTHER INFORMATION

a) MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the Financial Year 2025 as s�pulated under Regula�on 34(2)(e) of SEBI (LODR) Regula�ons forms part of the Annual Report.

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

The informa�on on conserva�on of energy, technology absorp�on and foreign exchange earnings and outgo as s�pulated under Sec�on 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is aCached to this report as Annexure – C .

c) CORPORATE GOVERNANCE REPORT

Your Company is commiCed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securi�es and Exchange Board of India. The report on Corporate Governance as s�pulated under the SEBI (LODR) Regula�ons is aCached to this report as Annexure – D . The cer�ficate from M/s. Pramod Kothari & Co, Prac�cing Company Secretaries confirming compliance with the condi�ons of corporate governance is also aCached to the Corporate Governance Report.

d) LISTING

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

21

Seasons Textiles Limited

e) ANNUAL RETURN

Pursuant to Sec�ons 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 objec�ves, expecta�ons or forecasts may be forward looking within the meaning of applicable laws and regula�ons. Actual results may differ from those expressed in the statement.

h) GENERAL

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

  • 1) Issue of equity shares with differen�al vo�ng rights as to dividend, vo�ng or otherwise.

  • 2) The Whole-�me Directors of the Company does not receive any remunera�on 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 opera�ons in future.

  • 4) Issue of Sweat Equity Shares.

  • 5) No applica�on 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-�me seClement with any bank or financial ins�tu�on.

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

No material changes and commitments have occurred aLer the closure of the Financial Year 2025 �ll the date of this Report, which would affect the financial posi�on of your Company.

ACKNOWLEDGEMENT

Your Company’s organiza�onal culture upholds professionalism, integrity and con�nuous improvement across all func�ons as well as efficient u�liza�on of the Company’s resources for sustainable and profitable growth. Your directors wish to place on record their apprecia�on for the sincere services rendered by employees of the Company at all levels. Your directors also wish to place on record their apprecia�on for the valuable co-opera�on and support received from various Government Authori�es, Banks/Financial Ins�tu�ons and other stakeholders such as members, customers and suppliers, among others. Your directors also commend the con�nuing commitment and dedica�on of employees at all levels which has been vital for the Company’s success. Your directors look forward to their con�nued 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

22

Seasons Textiles Limited

Annexure – A

Details pertaining to remunera7on as required under Sec7on 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remunera7on of Managerial Personnel) Rules, 2014.

  • (i) Ra�o of the remunera�on of each director to the median remunera�on of employees of the Company for the Financial Year 2024 and the percentage increase in remunera�on of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2025:
Sl.
No.		 Name of Director/KMP and
Designa7on		 Remunera7on of
Director/KMP for
Financial
Year
2025		 % increase in
Remunera7on in
Financial
Year
2025		 Ra7o
of
Remunera7on
of
Director
to
Median
Remunera7on of
employees
in Financial Year
2025
01 Mr. Inderjeet Singh Wadhwa 4090010 3% 13.74
03 Mrs. Neelam Wadhwa*
Whole-�me Director		 1248288 3% 8.56
04 Mr. Sanjay Katyal
Chief Financial Ofcer		 1911705 3% -
05 Mr. Saurabh Arora
CompanySecretary		 176649 7% -
  • *Resigned on 27[th] September 2024.

Note: Since Non-Execu7ve Directors received no remunera7on except siQng fee (if any) for aRending Board/ CommiRee mee7ngs, the required details are not applicable.

  • (ii) Number of permanent employees as on March 31, 2025 were 116 and median remunera�on was Rs. 496.37 Lakh annually. Median remunera�on of employees (excluding above Directors and KMPs) in Financial Year 2025 has increased by 5.00%.

It is hereby affirmed that the above-men�oned remunera�on is in accordance with the Remunera�on Policy of the Company which is uploaded on website of the Company at www.seasonsworld.com.

  • (iii) Average percen�les increase already made in the salaries of employees other than Managerial Personnel was 5% and average percen�le increase in the remunera�on of Managerial Personnel was 3% vis-a-vis the last Financial Year.

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

23

Seasons Textiles Limited

Annexure – B

SECRETARIAL AUDIT REPORT

For the financial year ended March 31, 2025

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

To, The Members, Seasons Textiles Limited (CIN: L74999DL1986PLC024058) 26 Froze Gandhi Road (Lower Ground Floor), Lajpat Nagar 3, New Delhi 110024

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Seasons Textiles Limited ( the Company ). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

We report that:

  • a) Maintenance of secretarial records are the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

  • b) We have followed the audit prac�ces and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verifica�on was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and prac�ces we followed provide a reasonable basis for our opinion.

  • c) We have not verified the correctness and appropriateness of the financial statements of the Company.

  • d) Wherever required, we have obtained the management representa�on about the compliances of laws, rules and regula�ons and happening of events etc.

  • e) The compliance of the provisions of the corporate and other applicable laws, rules, regula�ons, standards etc. is the responsibility of the management. Our examina�on was limited to the verifica�on of procedures on test basis.

  • f) The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effec�veness with which the management has conducted the affairs of the Company.

Based on our verifica�on of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the informa�on provided by the Company, its officers, agents and authorized representa�ves during the conduct of Secretarial Audit, we hereby

24

Seasons Textiles Limited

report that in our opinion, the Company has, during the audit period covering the financial year started from April 01, 2024 and ended on March 31, 2025 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the repor�ng made hereinaLer.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025 according to the provisions of:

  • i. The Companies Act, 2013 (the Act) and the rules made thereunder;

  • ii. The Securi�es Contracts (Regula�on) Act, 1956 (‘SCRA’) and the rules made thereunder;

  • iii. The Depositories Act, 1996 and the Regula�ons and Bye-laws framed thereunder;

  • iv. Foreign Exchange Management Act, 1999 and the rules and regula�ons made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, wherever applicable;

  • v. The following Regula�ons prescribed under the Securi�es and Exchange Board of India Act, 1992 (‘SEBI Act’):-

  • (a) Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015.

  • (b) Securi�es and Exchange Board of India (Substan�al Acquisi�on of Shares and Takeovers) Regula�ons, 2011;

  • (c) Securi�es and Exchange Board of India (Prohibi�on of Insider Trading) Regula�ons, 2015;

  • (d) Securi�es and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula�ons, 2018;

  • (e) Securi�es and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regula�ons, 2021; {Not applicable during the Audit Period}

  • (f) Securi�es and Exchange Board of India (Issue and Lis�ng of Non-Conver�ble Securi�es) Regula�ons, 2021; {Not applicable during the Audit Period}

  • (g) Securi�es and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regula�ons, 1993 regarding the Companies Act and dealing with client;

  • (h) Securi�es and Exchange Board of India (Delis�ng of Equity Shares) Regula�ons, 2021; {Not applicable during the Audit Period}

  • (i) Securi�es and Exchange Board of India (Buy-back of Securi�es) Regula�ons, 2018; {Not applicable during the Audit Period} and

We have also examined compliance with the applicable clauses of the Secretarial Standard on Mee�ngs of the Board of Directors (SS-1) and Secretarial Standard on General Mee�ngs (SS-2) issued by the Ins�tute of Company Secretaries of India, with which the Company has generally complied with. The Company is generally regular in filing e-forms with Registrar of Companies under the provisions of the Act.

During the audit period, we are of the opinion that the Company has complied with the provisions of the Act, Rules, Regula�ons and Guidelines to the extent applicable.

In our opinion and to the best of our informa�on and according to explana�ons given to us, we believe that the Company is having systems in place to check the compliance of laws specifically applicable to the Company.

We further report that the Board of Directors of the Company is duly cons�tuted with proper balance of Execu�ve Directors, Non-Execu�ve Directors and Independent Directors. The changes in the composi�on of Board of Directors that took place during the audit period were carried out in compliance with the provisions of the Act.

25

Seasons Textiles Limited

Advance no�ce was given to all directors to schedule the Board Mee�ngs; agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further informa�on and clarifica�ons on the agenda items before the mee�ng and for meaningful par�cipa�on at the mee�ng.

As per the minutes, the decisions at the Board mee�ngs were taken unanimously.

We further report that there are systems and processes in the Company commensurate with the size and opera�ons of the Company to monitor and ensure compliance with applicable laws, rules, regula�ons and guidelines.

We further report that during the Audit Period; there were no specific events/ac�ons having a major bearing on the Company's affairs in pursuance of the above referred laws.

For Pramod Kothari & Co. Company Secretaries Firm Registra�on No.: S2012UP197900 Peer Review Cer�ficate No: 6701/2025

Pramod Kothari Proprietor CP No: 11532: Membership No. F7091 Noida, May 15, 2025 UDIN: F007091G000350918

26

Seasons Textiles Limited

Annexure – C

Information in accordance with the section 134(3)(m) of the Companies Act, 2013 read with Rules and forming part of the directors’ report.

A) Conservation of energy: -

) Conservation of energy: - ) Conservation of energy: - ) Conservation of energy: - ) Conservation of energy: -
1. Energy conservation measures taken: The Company has installed Energy efficient- automatic
shuttle less looms (imported). However, efforts are
being made to conserve and save energy wherever
required.
2.
Additional Investment and proposals,
if any, being implemented for reduction of
consumption of energy:		 N.A.
Impact of the measures at (1) and (2)
Above
for
reduction
of
energy
consumption and consequent impact on
the cost of production of goods:		 Continuously monitoring the energy consumed at
processing plant at Barhi enabled the Company to set
benchmarks for different machines which resulted in
significant benefits in terms of lower cost of energy
and other utilities.
Total Energy consumption and per unit of
Production:		 As per Form A
B) Technology Absorption: - As per Form B
Form A:Disclosure of particulars with respect to and fuel conservation of energy, power
consumption:
Particulars
Year ended
31.03.2025
Year ended
31.03.2024
(a) Purchased
Units
1095846
1075646
Total Amounts (Rs. In Lacs)
99.01
96.21
Rate/units (Rs.)
9.03
8.94
(b) Own Generation
Through Diesel Generator (units)
17374.05
4935
Unit
2
2
Unitper ltr of diesel oil Costs/unit(Rs.)
43.82
44.83
Particulars Year ended
31.03.2025		 Year ended
31.03.2024
(a) Purchased
Units 1095846 1075646
Total Amounts (Rs. In Lacs) 99.01 96.21
Rate/units (Rs.) 9.03 8.94
(b) Own Generation
Through Diesel Generator (units) 17374.05 4935
Unit 2 2
Unitper ltr of diesel oil Costs/unit(Rs.) 43.82 44.83

27

Seasons Textiles Limited

Form B:

Disclosure of Particulars with respect to technology absorption research and Development (R&D):

1. Specific areas in which R&D Carried out by
the Company:		 Innovative fabrics designs and new products
development.
2. Benefits derived as a result of the above
R&D.		 Increase in acceptability of new designs.
3. Future plan of action Continue to introduce latest fabrics designs
and patterns based on domestic and
international market feedback.
4. Expenditure on R&D
a. Capital NIL
b. Recurring NIL
c. Total NIL
d. Total R&D expenditure as a percentage of
total sales		 NIL

Technology absorption, adoption and innovation:

1. Efforts, in brief, made towards technology
absorption, adaptation and innovation.		 NIL
2. Benefits derived as a result of efforts e.g.
product improvement, cost reduction, product
development, import substitution, etc.		 NIL
3. In case of improved technology imported
during the last 5 years reckoned from the
beginning of the financial year		 NIL

C) Foreign Exchange Earnings and Outgo: -

The foreign exchange earning/outgo during
theyear are as under:		 (Rs. /Lacs)
Particulars Year ended
31.03.2025		 Year ended
31.03.2024
Foreign Exchange Earnings: 2224.16 2119.20
Foreign Exchange Outgo: 198.45 190.71

28

Seasons Textiles Limited

Annexure – D

CORPORATE GOVERNANCE REPORT

To comply with Regula�on 34 read with Schedule V of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 [‘SEBI (LODR) Regula�ons’], the report containing details of Corporate Governance of Seasons Tex�les Limited (‘the Company’/ ‘STL’) is as follows:

Corporate Governance Philosophy of the Company:

Corporate Governance is crea�on and enhancing long term sustainable value for the stakeholders through ethically driven business process. At VBL, it is impera�ve that your Company affairs are being managed in a fair and transparent manner. Corporate Governance is all about maintaining a valuable rela�onship and trust with all stakeholders. We consider stakeholders as partners in our success and we remain commiCed towards maximizing stakeholders’ value, be it shareholders, employees, suppliers, customers, investors, communi�es or policy makers. This approach to value crea�on emanates from our belief that sound governance system, based on rela�onship and trust, is integral to crea�ng enduring value for all. We believe, Corporate Governance is not just a des�na�on,

but a journey to constantly improve sustainable value crea�on. It is an upward-moving target that we collec�vely strive towards achieving. Our mul�ple ini�a�ves towards maintaining the highest standards of governance are detailed hereinaLer.

The Corporate Governance framework of the Company is based on the following broad prac�ces:

  • a) Engaging a diverse and highly professional, experienced and competent Board of Directors, with versa�le exper�se in industry, finance, management and law.

  • b) Deploying well defined governance structures that establishes checks and balances and delegates decision making to appropriate levels in the organiza�on.

  • c) Adop�on and implementa�on of fair, transparent and robust systems, processes, policies and procedures.

  • d) Making high level of disclosures for dissemina�on of corporate, financial and opera�onal informa�on to all its stakeholders.

  • e) Having strong systems and processes to ensure full and �mely compliance with all legal and regulatory requirements and zero tolerance for non-compliance.

Best Corporate Governance Prac7ces

STL maintains the highest standards of Corporate Governance. It is the Company’s constant endeavour to adopt the best Corporate Governance prac�ces keeping in view the interna�onal codes of Corporate Governance and prac�ces of well-known global companies. Some of the best implemented global governance norms include the following:

  • 1) All securi�es related material filings with Stock Exchanges and SEBI are reviewed by the Company’s Board of Directors.

  • 2) The Company has the following Board CommiCees: Audit CommiCee, Stakeholders’ Rela�onship CommiCee and Nomina�on and Remunera�on CommiCee.

  • 3) The Company also undergoes a Secretarial Audit conducted by an independent firm of Prac�cing Company Secretaries. The Secretarial Audit Report is placed before the Board and forms part of the Annual Report.

  • 4) Observance and adherence of all applicable Laws including Secretarial Standards issued by The

29

Seasons Textiles Limited

Ins�tute of Company Secretaries of India.

Governance Policies

At STL, we strive to conduct our business and strengthen our relationship in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of the codes and policies are as follows:

  • a) Code of Conduct for Board of Directors and Senior Management;

  • b) Code of Conduct for Prohibition of Insider Trading;

  • c) Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information;

  • d) Policy on Related Party Transactions;

  • e) Policy for Determination of Materiality of Events /Information;

  • f) Remuneration Policy for Directors, Key Managerial Personnel, Members of Senior Management and other Employees of the Company;

  • g) Familiarization Programme for Independent Directors;

  • h) Vigil Mechanism/Whistle Blower Policy.

Board of Directors

As at March 31, 2025, 5(Five) out of 10(Ten) Directors on the Board were Independent Directors. At STL, it is our belief that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance.

The Board’s actions and decisions are aligned with the Company’s best interests. The Board critically evaluates the Company’s strategic direction, management policies and their effectiveness. Size and composition of the Board of Directors as at March 31, 2025, is given below:

Category Name of Director
Executive/Whole-time Directors Inderjeet Singh Wadhwa
Non-executive, Independent Directors Manish Chandra
Sunil Kumar MehdiraCa
Kavita Rani

Mr. Inderjeet Singh Wadhwa is Promoter of the Company.

Inter-se Relationship among Directors.

None of the Director is a relative of another Director(s).

Core Skills / Expertise / Competencies available with the Board

The Board comprises qualified Members who possess required skills, expertise and competencies that allow them to make effective contributions to the Board and its Committees.

The Matrix setting out the Skills, Expertise and Competencies available with the Board in context of business of the Company is as under:

Sr.
No.		 Leadership /
Operations		 Strategic
Planning		 Industry
Experience,
Technical,
Research &
Development and
Innovation		 Global
Business		 Finance
&
Legal		 Corporate
Governance
&
Compliance
01 Mr. Inderjeet Singh Wadhwa Yes Yes Yes Yes Yes
02 Mr. Sunil Kumar MehdiraCa Yes Yes Yes Yes Yes
03 Mrs. Kavita Rani - Yes - Yes Yes
04 Mr. Manish Chandra - - - Yes Yes

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Seasons Textiles Limited

Selection of Independent Directors

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field / profession and who can effectively contribute to the Company’s business and policy decisions are considered by the Nomination and Remuneration Committee for appointment as an Independent Director on the Board. The Committee, inter-alia, considers criteria as prescribed under the Companies Act, 2013 (‘the Act’) and SEBI (LODR) Regulations viz. positive attributes, area of expertise, number of directorships and memberships held in various committees of other companies by such persons in accordance with the Company’s Policy. The Board considers the Committee’s recommendation and takes appropriate decision.

A statement in connection with fulfilling the criteria of Independence and directorships as required under the provisions of the Act and SEBI (LODR) Regulations received from each of Independent Director is disclosed in the Board’s Report. Your Company had also issued formal appointment letters to all the Independent Directors in the manner provided under the Act.

In the opinion of the Board, the Independent Directors fulfill the conditions as specified in the Act and SEBI (LODR) Regulations and are Independent of the management.

Independent Directors’ Induction and Familiarization

An appropriate induction programme for new Directors and ongoing training for existing Directors is a major contributor in maintaining the high Corporate Governance standards of the Company. The Whole-time Directors and the Company Secretary are jointly responsible for ensuring that such induction and training programmes are given to the Directors. The management provides such information and training either at the meeting of Board of Directors or otherwise

Board Evaluation

The Board of Directors of the Company ensures formation and monitoring of robust evaluation framework of the Individual Directors including Chairman of the Board, Board as a whole and various Committees thereof and carries out the evaluation of the Board, the Committees of the Board and Individual Directors, including the Chairman of the Board on an annual basis. A structured questionnaire is prepared and circulated to the Directors for each of the evaluation. Board Evaluation for the Financial Year ended March 31, 2025 has been completed by the Company internally which included the evaluation of the performance of the Board as a whole, Board Committees and Directors individually including Chairman of the Board and results of the same were shared with the Board.

Separate Meeting of Independent Directors

To comply with the provisions of Schedule IV of the Act read with Regulation 25 of SEBI (LODR) Regulations, the Independent Directors met once on November 08, 2024, during the Financial Year 2025, without the presence of Non-Independent Directors and members of the management team and inter-alia reviewed:

  • The performance of Non-Independent Directors and the Board as a whole;

  • The performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-executive Directors; and

  • 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. In addition to formal meetings, interactions also took place between the Chairman and Independent Directors.

Board Meetings, Board Committee Meetings and Procedure

Board is the apex body constituted by shareholders for overseeing the Company’s overall functioning. The Board provides and evaluates the Company’s strategic direction, management policies, their effectiveness and ensures

31

Seasons Textiles Limited

that shareholders’ long-term interests are being served. As on date of this report, the Board has 4(Four) Committees, namely Audit Committee, Stakeholders’ Relationship Committee and Nomination and Remuneration Committee. The Company’s internal guidelines for Board/Board Committee meetings facilitate the decisionmaking process at its meetings in an informed and efficient manner.

Board/Committee Meetings

The Board meets at regular intervals to discuss and decide on Company / business policies and strategies apart from other regular business matters. The Board/ Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to all Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. The Board is updated on the discussions held at the Committee meetings and the recommendations made by various Committees.

Agenda of the Board/Committee Meetings is set by the Chief Risk Officer & Group Company Secretary in consultation with the Whole-time Director(s) and the Chairman of the Company. The agenda is generally circulated a week prior to the date of the meeting and includes detailed notes on items to be discussed at the meeting to enable the Directors to take an informed decision. However, in case of urgency, the agenda is circulated along with shorter notice as per the provisions of the Secretarial Standard on Meetings of the Board of Directors issued by the Institute of Company Secretaries of India. Usually meetings of the Board are held at Corporate Office of the Company at Noida/ New Delhi. Draft minutes of proceedings of the Board/Committee meetings are circulated for comments/suggestions and thereafter, final minutes are noted by the Board/ Committees at their next meeting.

Board meets at least once in a quarter to review inter-alia the quarterly results, compliances and performance of the Company. Additional meetings are held on need basis.

The Company also provides facility to the Directors to attend meetings of the Board and its Committees through Video/Tele Conferencing mode.

4 (Four) Board meetings were held during the Financial Year 2025 on May 24, 2024, August 13, 2024, November 08, 2024 and February 13, 2025. The gap between two Board meetings was within the limit prescribed under Section 173(1) of the Act and Regulation 17(2) of the SEBI (LODR) Regulations 2015.

Board Business

The business of the Board inter-alia includes:

  • Framing and overseeing progress of the Company’s annual plan and operating framework.

  • Framing strategies for direction of the Company and for corporate resource allocation.

  • Reviewing financial plans of the Company

  • Reviewing the quarterly and annual financial results of the Company.

  • Reviewing the Annual Report including Audited Annual Financial Statements for adoption by the Members.

  • Reviewing progress of various functions and business of the Company.

  • Reviewing the functioning of the Board and its Committees.

  • Reviewing the functioning of subsidiary companies.

  • Consider and approve the declaration/ recommendation of dividend.

  • Reviewing and resolving fatal or serious accidents or dangerous occurrences, any material significant

  • effluent or pollution problems or significant labour issues, if any.

  • Reviewing the details of significant development in human resources and industrial relations front.

  • Reviewing details of foreign exchange exposure and steps taken by the management to limit the risks of

32

Seasons Textiles Limited

adverse exchange rate movement.

  • Reviewing compliance with all relevant legislations and regulations and litigation status, including important show cause, demand, prosecution and penalty notices, if any.

  • Advising on corporate restructuring such as merger, acquisition, joint venture or disposals, if any.

  • Appointing Directors on the Board and Key Managerial Personnel, if any.

  • Reviewing various policies of the Company and monitoring implementation thereof.

  • Reviewing details of risk evaluation and internal controls.

  • Reviewing reports on progress made on the ongoing projects.

  • Monitoring and reviewing board evaluation framework.

  • Review report(s) on Environment, Social and Governance.

Board Support

The Company Secretary is responsible for collation, review and distribution of all papers submitted to the Board and Committees thereof for consideration. He is also responsible for preparation of Agenda in consultation with the Whole-time Director(s) and the Chairman of the Company and convening of Board and Committee Meetings. The Company Secretary attends all the meetings of the Board and its Committees, advises and assures the Board on Compliance and Governance principles.

Recording Minutes of proceedings of Board and Committee meetings

The Company Secretary ensures appropriate recording of minutes of proceedings of each Board and Committee Meeting. The minutes are entered in the Minutes Book within 30 (Thirty) days from the date of conclusion of the meetings as per the Secretarial Standards issued by The Institute of Company Secretaries of India.

Post meeting follow-up mechanism

The guidelines for Board and Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Committees thereof. Important decisions taken at Board/ Committee meetings are communicated promptly to the concerned departments/divisions. Action-taken report (if any) on decisions/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/ Committees for review.

Attendance of Directors at Board Meetings & last Annual General Meeting (AGM), number of other Directorships and Chairmanships / Memberships of Committees and Shareholding of each Director in the

Company.

Name Designation
&
Category		 Attendance
in
Financial Year
March 31, 2024		 Attendance
in
Financial Year
March 31, 2024		 Number
of
Directorships
in
other Companies &
as on March 31,
2025		 Number
of
Directorships
in
other Companies &
as on March 31,
2025		 Committee Membership
and Chairmanship in
other Companies# as on
March 31, 2025		 Committee Membership
and Chairmanship in
other Companies# as on
March 31, 2025		 Shareholding
in the
Company
as on
March
31,
2025
Board
Meeting		 AGM Private Publi
c		 Membership Chairmanship
Mr.
Inderjeet
Singh Wadhwa		 Managing
Director
(Promoter)		 4/4 Y 0 1 1 0 3192831
Mr. Sunil Kumar
MehdiraCa		 Non-executive
Independent
Director		 4/4 Y 0 2 2 1 -
Mr.
Manish
Chandra*
DIN: 08985816		 Non-executive
Independent
Director		 2/4 Y 0 2 2 1 -
Kavita Rani* Non-executive 2/4 Y 0 3 2 1 -

33

Seasons Textiles Limited

DIN: 08985816 Independent
Director
Mrs.
Neelam
Wadhwa**
DIN :00050911		 Whole
Time
Director		 2/4 Y 0 1 1 0 1398312
Mr.
Pramod
Kumar Hari***
DIN: 01205247		 Non-executive
Independent
Director		 2/4 No 0 2 1 1 -
Dr. Bijoya Kumar
Behera***
DIN: 01139185		 Non-executive
Independent
Director		 2/4 No 0 2 1 0 -
  • Appointed as a Non-executive Non-independent Director with effect from August 13, 2024.

** Resigned with effect from 29-09-2024,

*** Resigned with effect from September 30, 2024.

Only Audit Committee, Shareholder’s Relationship and Nomination & Remuneration Committee are considered for the purpose of Committee positions as per SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

Note: Video/Tele-conferencing facility is offered to facilitate Directors to participate in the meetings.

Pursuant to Part C of Schedule V of the SEBI (LODR) Regulations, details of Directorship in other listed entity and category of Directorship as on March 31, 2025, are mentioned below:

Sr.
No		 Name of Director Name of Company Category of Directorship
1 Mr. Inderjeet Singh Wadhwa - -
2 Mr. Sunil Kumar Mehdiratta Sat Kartar Shopping
Limited		 Non-executive
Independent Director
3 Mr. Manish Chandra Rakan Steels Limited Non-executive
Independent Director
4 Mrs. Kavita Rani MODIPON LIMITED Non-executive
Independent Director
5. Mr. Pramod Kumar Hari - -
6. Dr. Bijoya Kumar Behera - -

Committees of the Board

The Board Committees play a vital role in strengthening the Corporate Governance practices. The Board Committees are set up under formal approval of the Board to carry out clearly defined roles which are considered to be performed by Members of the Board as a part of good governance practice. The Board supervise the execution of responsibilities by the Committee. Minutes of the proceedings of all the Committee meetings are circulated to the Board to take note of the same. The Board Committees may request special invitees to join the meeting, as appropriate.

As required under Schedule V (Annual Report) of the SEBI (LODR) Regulations, mandatory disclosure(s) related to the Audit Committee, Stakeholders’ Relationship Committee and Nomination and Remuneration Committee are as follows:

1) Audit Committee

The terms of reference and composition of the Audit Committee satisfy the requirements of Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulations 18 and 21 of the SEBI (LODR) Regulations. The brief terms of reference of Audit Committee are as under:

34

Seasons Textiles Limited

  • Oversight of the Company’s financial reporting process, examination of the financial statement and the auditors’ report thereon and the disclosure of its financial information to ensure that its financial statements are correct, sufficient and credible.

  • Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of the Company and approval of payment for any other services rendered by the auditors of the Company.

  • Reviewing with the Management the quarterly/ annual results and annual financial statements and Auditors’ Report thereon before submission to the Board for approval. This would, inter-alia, include reviewing changes in the accounting policies and reasons for the same, major accounting entries involving estimates based on exercise of judgement by Management, significant adjustments made in the financial statements.

  • Review the Management’s Discussion and Analysis of financial condition and results of operations.

  • Scrutiny of inter-corporate loans and investments.

  • Evaluation of internal financial controls and risk management systems.

  • Reviewing the functioning of the whistle blower/ vigil mechanism.

  • Formulate a detailed risk management policy which shall include:

  • Framework for identification of internal and external risks.

  • Measures for risk mitigation including systems and processes for internal control of identified risks.

  • Business continuity plan.

  • Evaluate and review the risk management plan, the risk management system, including risk policy, risk process (risk identification, assessment, mitigation and monitoring), cyber security processes and risk registers laid down by the Management.

  • Recommendation for appointment, removal and terms of remuneration of the Chief Risk Officer.

The Audit, Risk Management and Ethics Committee met 4(Four) times during the Financial Year 2025 on May 24, 2024, August 13, 2024, November 08, 2024, and February 13, 2025.

Composition of the Committee and attendance of the Members at the meetings held during the Financial Year 2025:

2025:
Sr.
No.		 Name Category Designation No. of Meetings Attended
01 Mr.Sunil Kumar MehdiraCa Independent
Director		 Chairman 4/4
02 Mr. Manish Chandra Independent
Director		 Member 2/4
03 Mrs. Kavita Rani Independent
Director		 Member 2/4
04 Neelam Wadhwa Executive
Director		 Member 2/4
05 Pramod Kumar Hari Independent
Director		 Member 2/4

Note: Video/Tele-conferencing facility is offered to facilitate Directors to participate in the meetings.

The Company Secretary acts as Secretary to the Committee.

The Chairman of the Audit, Risk Management and Ethics Committee was present at the last AGM held on September 27, 2024.

  • 2) Stakeholders’ Relationship Committee

35

Seasons Textiles Limited

The terms of reference and composition of the Stakeholders’ Relationship Committee satisfy the requirements of Section 178 of the Act and Regulation 20 of SEBI (LODR) Regulations.

The brief terms of reference of Stakeholders’ Relationship Committee are to consider and resolve the grievances of security holders of the Company including but not limited to complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends and review of services rendered by the Registrar and Share Transfer Agent.

The Stakeholders’ Relationship Committee met 1 (Time) times during the Financial Year 2025 on February 13, 2025

Composition of the Committee during the Financial Year 2025.

Sr.
No.		 Name Category Designation No. of Meetings Attended
01 Mr.Sunil Kumar MehdiraCa Independent
Director		 Chairman 1/1
02 Mr. Manish Chandra Independent
Director		 Member 1/1
03 Mr. Inderjeet Singh Wadhwa Executive
Director		 Member 1/1
04 Dr. Bijoya Kumar Behera Independent
Director		 Member 0/1
05 Pramod Kumar Hari Independent
Director		 Member 0/1

Note: Video/Tele-conferencing facility is offered to facilitate Directors to participate in the meetings.

The Company Secretary acts as Secretary to the Committee and also designated as a Compliance Officer of the Company. The Chairperson of the Stakeholders’ Relationship Committee was present at the last AGM held on September 27, 2024.

Investor Grievances / Complaints

The details of the Investor Complaints received and resolved during the Financial Year ended March 31, 2025 are as follows:

Opening
Balance		 No. of
complaints
received		 No.
of
complaints
resolved		 No. of
complaints
not solved to
the satisfaction
of shareholders		 No.
of
complaints
pending
0 0 0 0 0

To enable investors to share their grievance or concern, Company has set up a dedicated e-mail ID [email protected]

3) Nomination and Remuneration Committee

The terms of reference and composition of the Nomination and Remuneration Committee satisfy the requirements of Section 178 of the Act and Regulation 19 of SEBI (LODR) Regulations and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The brief terms of reference of Nomination and Remuneration Committee are as under:

  • Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board of Directors a policy relating to the remuneration of the

36

Seasons Textiles Limited

directors, key managerial personnel and other employees and for evaluation of the performance of independent directors and the Board of Directors;

  • Devising a policy on diversity of the Board of Directors;

  • Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board of Directors their appointment and removal, and specify the manner for effective evaluation of performance of Board, its committees and individual Directors and review its implementation and compliance;

  • Determine whether to extend or continue the term of appointment of the independent directors on the basis of the report of performance evaluation of independent directors; and

  • Framing suitable policies and systems to ensure that there is no violation by an employee as well as by the Company of any applicable laws in India or overseas, including:

  • The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and

  • The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003.

The Nomination and Remuneration Committee met 1 (Time) times during the Financial Year 2025 on August 13, 2024.

Composition of the Committee and attendance of the Members at the meetings held during the Financial Year 2025:

Sr.
No.		 Name Category Designation No. of Meetings Attended
01 Mr.Sunil Kumar MehdiraCa Independent
Director		 Chairman 1/1
02 Mr. Manish Chandra Independent
Director		 Member 0/1
03 Mrs. Kavita Rani Independent
Director		 Member 0/1
04 Dr. Bijoya Kumar Behera Independent
Director		 Member 1/1
05 Pramod Kumar Hari Independent
Director		 Member 1/1

Note: Video/Tele-conferencing facility is offered to facilitate Directors to participate in the meetings.

The Company Secretary acts as Secretary to the Committee and designated as a Compliance Officer of the Company. The Chairperson of the Stakeholders’ Relationship Committee was present at the last AGM held on September 27, 2024.

Performance evaluation criteria for Directors

The Remuneration Policy of the Company lays down the criteria of appointment and remuneration of Directors/Key Managerial Personnel including criteria for determining qualification, positive attributes, independence of Directors, criteria for performance evaluation of Executive and Non-executive Directors (including Independent Directors) and other matters as prescribed under the provisions of the Act and the SEBI (LODR) Regulations. An indicative list of factors that may be evaluated including but not limited to participation and contribution by a Director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.

Remuneration of Directors

Details of remuneration paid to Directors of the Company for the Financial Year ended March 31, 2025, are as follows:

37

Seasons Textiles Limited

Sr.
No.		 Name Sitting Fees Salary Perquisite Bonus/Incentive Total
01 Inderjeet
Singh
Wadhwa		 - 4090010 - - -
02 Mrs.
Neelam
Wadhwa		 - 1248288 - - -
03 Mr.
Sunil
Kumar
MehdiraCa		 80,000 - - - -
04 Mr. Manish Chandra 40,000 - - - -
05 Mrs. Kavita Rani 40,000 - - - -
06 Mr. Pramod Kumar
Hari		 50,000 - - - -
07 Dr.
Bijoya
Kumar
Behera		 20,000 - - - -

  • The details of specific service contracts, notice period and severance fees etc. are governed by the appointment letter issued to respective Director at the time of his/her appointment/re-appointment.

  • During the Financial Year 2025, no loans and advances in the nature of loans to firms/companies in which directors are interested was given by the Company.

Criteria of making payments to Non-executive Directors including all pecuniary relationship or transactions of Non-executive Directors.

  • The Independent Directors are not paid any remuneration other than the sitting fee for attending meetings of the Board and the Committees thereof as approved by the Board.

  • There has been no pecuniary relationship or transactions of the Non-executive Directors vis-à-vis the Company during the year except the sitting fee paid to them as detailed above.

Prohibition of Insider Trading.

To comply with the provisions of Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for Prohibition of Insider Trading and the same is uploaded on website of the Company at https://www.seasonsworld.com.

Vigil Mechanism / Whistle Blower Policy.

To comply with 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 for Directors and Employees of the Company. Under the Vigil Mechanism Policy, the protected disclosures can be made by a victim through an e-mail or a letter to the Company Secretary (‘Vigilance Officer’) or to the Chairperson of the Audit Committee.

The Policy provides for adequate safeguards against victimization of Directors and Employees who avail of the vigil mechanism and provides a direct access to the Vigilance Officer or the Chairperson of the Audit Committee, in exceptional cases. No personnel of the Company have been denied access to the Audit Committee.

The main objective of this policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters/ dealings within the Company, which may have a negative bearing on the organization either financially or otherwise.

This policy provides an additional channel to the normal management hierarchy for employees to raise concerns about any breach of the Company’s values or instances of violations of the Company’s Code of Conduct. Therefore, it is in line with the Company’s commitment to open communication and to highlight any such

38

Seasons Textiles Limited

matters which may not be getting addressed in a proper manner. During the year under review, no complaint was received under the Vigil Mechanism / Whistle Blower Policy of the Company. The Policy is uploaded on website of the Company at www.seasonsworld.com.

Compliance with the Code of Conduct

To comply with the provisions of Regulation 17(5) of SEBI (LODR) Regulations, the Company has adopted “Code of Conduct for Board of Directors and Senior Management” (‘Code’). Code is available on website of the Company at https://www.seasonsworld.com/investors.aspx.

On the basis of declara�ons received from Board Members and Senior Management Personnel, the Execu�ve Vice Chairman & Whole-�me Director has given a declara�on that the Members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code during the Financial Year 2025. A copy of such declara�on is also aCached with this report.

Annual General Mee7ng

The Annual General Mee�ngs (‘AGM’) of the Company during the preceding three years were held at the following venue, date and �me, wherein the following special resolu�ons were passed:

Financial Year AGM/EGM
Date		 Location Detailsof Special ResolutionPassed
2021-2022 23-09-
2022		 through Video
Conferencing (VC)
or Other Audio-
Visual Means
(OAVM)		 Re-appointment of Mr. Inderjeet Singh Wadhwa (DIN:
00007009) as Managing Director
2022-2023 29-09-
2023		 through Video
Conferencing (VC)
or Other Audio-
Visual Means
(OAVM)		 Appointment of Mr. Sunil Kumar MehdiraCa (DIN:
01963477) as an Independent Director of
the Company:
2023-2024 27-09-
2024		 through Video
Conferencing (VC)
or Other Audio-
Visual Means
(OAVM)		 Appointment of Ms. Kavita Rani (DIN: 08853423) as an
Independent Director of the Company.
Appointment of Mr. Manish Chandra (DIN: :08985816)
as an Independent Director of the Company.

Extra-ordinary General Mee7ng

Apart from AGM, no other General Mee�ng was held during the Financial Year 2025.

Postal Ballot

No special resolu�on is proposed to be conducted through postal ballot.

Means of Communica7on

Informa�on like Quarterly / Half Yearly / Annual Financial Results and press releases / presenta�ons on significant developments in the Company that have been made available from �me to �me have been submiCed with the Stock Exchanges to enable them to put on their websites and communicate the Members. The same is also made available to Ins�tu�onal Investors or to the Analysts (if any) and are also hosted on the Company’s website at hCps://www.seasonsworld.com/investors.aspx The

39

Seasons Textiles Limited

Quarterly / Half Yearly / Annual Financial Results are published in English and Hindi language newspapers normally in Financial Express and JansaCa respec�vely. Moreover, a report on Management Discussion & Analysis as well as Business Responsibility and Sustainability Report also forms part of the Annual Report. The Company is dissemina�ng all reports / informa�on including Quarterly Financial Results, Shareholding PaCern and Corporate Governance Report etc., electronically on BSE website viz. www.bseindia.com.

General Shareholders Informa7on

A. Annual General Mee7ng

Date: August 19, 2025 (Friday) Time: 12:30 p.m. (IST) Venue/Mode: Through Video Conferencing / Other Audio Visual Means facility

  • B. Financial Year

The Financial Year of the Company starts from April 1 and ends on March 31 every year.

  • C. Financial Calendar 2025

First Quarter Results: On or before August 14, 2025

Second Quarter Results: On or before November 14, 2025 Third Quarter Results: on or before February 14, 2026

Audited Annual Results: for the year ending on March 31, 2026 : On or before May 30, 2026

D. Lis7ng of Shares on Stock Exchanges and Stock Code

Sr. No Name of Stock Exchange Stock code
01 BSE Limited,
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai – 400 001		 514264
02 The CalcuCa Stock Exchange Limited.
7, Lyons Range, Dalhousie, Kolkata-700001,
West Bengal		 -

ISIN of the Company changed from “INE200M01021” to “ INE707B01010 ” on account of subdivision/split of equity shares of the Company during the year under review.

Annual lis�ng fee for the Financial Year 2024-25 has been paid to the BSE Limited and The CalcuCa Stock Exchange Limited.

E. Lis7ng of Debt Instruments on Stock Exchanges and Codes: N.A.

  • F. Market Price Data for the period April 1, 2024 to March 31, 2025 Month
DATE Open High Low Close Price
April, 2024 18.03 20.99 17.11 17.34
May, 2024 17.75 18.80 16.72 18.09

40

Seasons Textiles Limited

June, 2024 18.90 19.00 15.90 17.50
July, 2024 16.40 17.82 14.41 16.00
August, 2024 16.00 19.49 14.52 18.94
September, 2024 18.94 26.35 18.37 20.70
October, 2024 21.98 22.60 17.00 18.25
November, 2024 18.50 20.00 17.00 18.01
December, 2024 18.00 23.90 17.00 20.97
January, 2025 22.48 22.77 16.74 18.77
February, 2025 19.60 20.50 13.50 16.69
March, 2025 16.00 24.40 15.00 19.00

G. Registrar and Share Transfer Agent

All the work rela�ng to the shares held in physical form as well as the shares held in the electronic (demat) form is being done by KFin Technologies Limited, whose details are given below:

SKYLINE FINANCIAL SERVICES PVT LTD.

D – 153A, First Floor, Okhla Industrial Area, Phase - I, New Delhi - 110065 Tel: 011-64732681-88, Fax: 011-26292681 SEBI Registra�on No. INROQOO03241 E-mail:[email protected]/[email protected] or [email protected]

H. Share Transfer System

65,77,366 (Sixty-Five Lakh Seventy-Seven Thousand Three Hundred Sixty-Six) equity shares of the Company were in dematerialized form and 9,12,934 (Nine Lakh Twelve Thousand Nine Hundred ThirtyFour) equity shares were in physical form as on March 31, 2025.

Transfer of Equity Shares in dematerialized form are done through depositories with no involvement of the Company. In terms of SEBI (LODR) Regula�ons, securi�es of listed companies can only be transferred in dematerialized form including where the claim is lodged for transmission or transposi�on of shares. Accordingly, to avail benefits of dematerializa�on, Members are advised to dematerialize the shares held by them in physical form.

I. Distribu7on of Shareholding (as on March 31, 2025)

Shareholding Number of
shareholder
~~s~~		 %to
Total		 No. of
Shareholding
~~Amount~~		 %to
Total
Up To 5,000 8703 93.43 11763990.00 15.71
5001 To 10,000 400 4.29 3207410.00 4.28
10001 To 20,000 118 1.27 1738290.00 2.32

41

Seasons Textiles Limited

20001 To 30,000 25 0.27 645650.00 0.86
30001 To 40,000 14 0.15 503630.00 0.67
40001 To 50,000 14 0.15 672390.00 0.90
50001 To 1,00,000 17 0.18 1157860.00 1.55
1,00,000 and Above 24 0.26 55213780.00 73.71
Total 9315 100 74903000.00 100

J. Categories of Shareholders (as on March 31, 2025)

Category of Shareholders No of Shares held %
Promoters 4602973 61.45
Financial Ins�tu�ons / Banks 100 0.00
Bodies Corporate 61174 0.82
NRI/OCS 253995 3.39
Public Trust 200 0.00
HUF 74631 1.00
Firms 52722 0.70
Other Public Shareholders 2444505 32.64
Grand Total 7490300 100.00

K. Dematerializa7on of Shares and Liquidity

As on March 31, 2025, 87.81% of the total paid-up equity shares were held in dematerialized form. The Company’s shares are ac�vely traded on the stock exchanges. There was no instance of suspension of trading in the equity shares of the Company during the Financial Year 2025.

The Company does not have any GDR’s/ADR’s/ Warrants or any Conver�ble instruments having any impact on equity.

L. Plant loca7ons

Plot No. 466-67, HSIIDC Industrial Estate, Barhi, Phase – I, Sonepat (Haryana)

M. Reconcilia7on of Share Capital Audit

The Reconcilia�on of Share Capital Audit is conducted by a Company Secretary in prac�ce to reconcile the total admiCed capital with Na�onal Securi�es Depository Limited and Central Depository Services (India) Limited (‘Depositories’) and the total issued and listed capital. The audit confirms that the total issued/ paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with Depositories) and that the requests for dematerializa�on of shares are processed by the Registrar and Share Transfer Agent within statutory period and uploaded with the concerned depositories.

N. Compliances under SEBI (LODR) Regula7ons

The Company is regularly complying with the SEBI (LODR) Regula�ons as s�pulated therein. Informa�on, reports, cer�ficates and returns as required under the provisions of SEBI (LODR) Regula�ons are sent to the stock exchanges within the prescribed �me.

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Seasons Textiles Limited

O. Cer7fica7on under Regula7on 17(8) of SEBI (LODR) Regula7ons

  • To comply with Regula�on 17(8) of SEBI (LODR) Regula�ons, the Whole-�me Director and the Chief Financial Officer (CFO) of the Company have given Compliance Cer�ficate sta�ng therein maCers prescribed under Part B of Schedule II of the said Regula�ons which forms part of this Corporate Governance Report. To comply with Regula�on 33(2)(a) of SEBI (LODR) Regula�ons, while placing the Quarterly Financial Results before the Board of Directors, the Whole�me Director and CFO cer�fies that the Financial Results do not contain any false or misleading statement or figures or do not omit any material fact which may make the statements or figures contained therein misleading.

  • P. Cer7ficate from Company Secretary in Prac7ce regarding Non-disqualifica7on of Directors None of the Directors on the Board of the Company have been debarred or disqualified from appointment or con�nuing as Directors of companies by the Securi�es and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority, as s�pulated under Regula�on 34 of the SEBI (LODR) Regula�ons and cer�ficate in this respect received from an Independent Firm of Prac�sing Company Secretaries is annexed.

  • Q. Fees paid to the Statutory Auditors

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to Statutory Auditors of the Company and their other associated firms during the Financial Year ended March 31, 2025.

  • R. Informa7on on Devia7on from Accoun7ng Standards, if any

No devia�ons from Indian Accoun�ng Standard (Ind AS) in prepara�on of annual accounts for the Financial Year 2025.

S. Investor Correspondence

  • Mr. Saurabh Arora

Company Secretary

B-18, Sector 5 Noida

Tel: +91 120 4690000 E-mail: [email protected]

  • T. Disclosure of Compliance with Corporate Governance requirements specified in Regula7on 17 to 27 and Regula7on 46 of SEBI (LODR) Regula7ons

The Company has complied with the applicable provisions of SEBI (LODR) Regula�ons including Regula�ons 17 to 27 and Regula�on 46 of SEBI (LODR) Regula�ons.

The Company submits a quarterly compliance report on Corporate Governance signed by Compliance Officer to the Stock Exchanges within prescribed �melines from the close of every quarter. Such quarterly compliance reports on Corporate Governance are also posted on website of the Company.

Compliance of the condi�ons of Corporate Governance have also been audited by an Independent Firm of Prac�sing Company Secretaries and aLer being sa�sfied of the above compliances, they have issued a compliance cer�ficate in this respect. The said cer�ficate is annexed with this report and the same will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

U. Informa7on of Senior Management Personnel

Details of Senior Management Personnel (including changes therein) as on March 31, 2025 as defined under Regula�on 16(1)(d) of SEBI (LODR) Regula�ons are as follows:

Sr. No Name Designa�on
01 Mr. Inderjeet Singh Wadhwa ManagingDirector
02 Mr. SanjayKatyal CFO

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Seasons Textiles Limited

03 Mr. Saurabh Arora CompanySecretary
04 Mr. Neelam Wadhwa General Manager(Product Development)
05 Mr. Dinesh Narang Vice President(Technical)

Other Disclosures

  1. The Company has not entered into any material significant related party transac�on which has poten�al conflict with the interests of the Company at large. The Board of Directors had approved

  2. a Policy on Related Party Transac�ons and the same is uploaded at hCps://www.seasonsworld.com/investors.aspx.

  3. The Company has complied with the requirements of Stock Exchanges, SEBI and other statutory authori�es on all maCers rela�ng to capital markets and there was no instance of non-compliance during the last three years and is compliant of all the applicable provisions of SEBI (LODR) Regula�ons.

  4. As on March 31, 2025, none of the subsidiary was a material subsidiary of the Company.

  5. Disclosure in rela�on to the Sexual Harassment of Women at Workplace (Preven�on, Prohibi�on and Redressal) Act, 2013 forms part of the Board’s Report.

  6. Company does not have any share in the demat suspense account or unclaimed suspense account as on March 31, 2025.

  7. There are no agreement(s) with any party which would impact the management or control of the Company or impose any restric�on or create any liability upon the Company.

Green Ini7a7ve

Pursuant to Sec�ons 101 and 136 of the Act read with the Companies (Management and Administra�on) Rules, 2014 and Companies (Accounts) Rules, 2014 and Regula�on 36 of SEBI (LODR) Regula�ons, the Company can send No�ce of AGM, Financial Statements and other communica�on to the shareholders in electronic form.

Your Company is sending the Annual Report including the No�ce of AGM, Audited Financial Statements, Board’s Report along with their annexure etc. for the Financial Year 2025 in electronic mode to the shareholders who have registered their e-mail addresses with the Company or their respec�ve Depository Par�cipants (DPs).

Your Company is sending the Annual Report including the No�ce of AGM, Audited Financial Statements, Board’s Report along with their annexure etc. for the Financial Year 2025 in electronic mode to the shareholders who have registered their e-mail addresses with the Company or their respec�ve Depository Par�cipants (DPs).

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

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Seasons Textiles Limited

CODE OF CONDUCT

This is to cer�fy that the Company has laid down a Code of Conduct (the Code) for all Board Members and Senior Management Personnel of the Company and a copy of the Code is available on website of the Company viz. hCps://www.seasonsworld.com/investors.aspx

It is further confirmed that all the Directors and Senior Management Personnel have affirmed their compliance with the Code for the Financial Year ended March 31, 2025.

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

Inderjeet Singh Wadhwa

Managing Director DIN: 00052459

Date: May 20, 2025 Place: New Delhi

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Seasons Textiles Limited

CERTIFICATION UNDER REGULATION 17(8) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To

The members of Seasons Tex�les Limited.

We, Mr. Inderjeet Singh Wadhwa, Managing Director and Mr. Sanjay Katyal, Chief Financial Officer of the Company, hereby cer�fy that:

  • a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

  • (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

  • (ii) these statements together present a true and fair view of the company’s affairs and are following exis�ng accoun�ng standards, applicable laws and regula�ons.

  • b) There are to the best of our knowledge and belief, no transac�ons entered by the company during the year which is fraudulent, illegal or viola�ve of the Company’s Code of Conduct.

  • c) We accept responsibility for establishing and maintaining internal controls for financial repor�ng and that they have evaluated the effec�veness of internal control systems of the company pertaining to financial repor�ng and they have disclosed to the auditors and the Audit CommiCee, deficiencies in the design or opera�on of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rec�fy these deficiencies.

  • d) We have indicated to the auditors and the Audit commiCee that:

  • (i) there have not been any significant changes in internal control over financial repor�ng during the year under the reference.

  • (ii) there have not been any significant changes in accoun�ng policies except to the extent already disclosed in the financial statement(s); and

  • (iii) there are no instances of significant fraud of which we had become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial repor�ng.

Inderjeet Singh Wadhwa Sanjay Katyal

Managing Director Chief Financial Officer DIN: 00052459

Date: May 20, 2025 Place: New Delhi

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Seasons Textiles Limited

CERTIFICATE REGARDING DIRECTORS’ DISQUALIFICATION

To, The Members Seasons Tex�les Limited (CIN: L74999DL1986PLC024058)

  1. The equity shares of Seasons Tex�les Limited (‘the Company’) are listed on BSE Limited.

  2. We have examined the relevant disclosures received from the Directors of the Company and registers, records, forms and returns maintained by the Company and produced before us by the Company for the purpose of issuing this Cer�ficate, in accordance with Regula�on 34(3) read with Clause 10(i) of Para C of Schedule V of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015.

  3. We have also done examina�on and verifica�on of the disclosures under Sec�ons 184, 189, 164 and 149 of the Companies Act, 2013 (the Act) received from the Directors and Register of Directors and Key Managerial Personnel and their Shareholding under Sec�on 170 of the Act and Director Iden�fica�on Number (DIN) status of the Directors at MCA portal i.e. www.mca.gov.in. In our opinion and to the best of our knowledge and on the basis of informa�on furnished to us by the Company and its officers, we cer�fy that none of the below named Directors of the Company have been debarred or disqualified from being appointed or con�nuing as directors of companies by the Securi�es and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority as on March 31, 2025:

Afairs or anysuch statutoryauthorityas on March 31,2025:
Sr.
No.		 Name of Directors DIN Date of Appointment in
the company
1 Inderjeet Singh Wadhwa- ManagingDirector 00007009 28/04/1986
2 Sunil Kumar MehdiraCa- Independent Director 01963477 07/08/2023
3 Manish Chandra - Independent Director 08985816 13-08-2024
4 Kavita Rani -Independent Director 08853423 13-08-2024

  1. Ensuring the eligibility of the appointment/ con�nuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verifica�on. This cer�ficate is neither an assurance as to the future viability of the Company nor the efficiency or effec�veness with which the management has conducted the affairs of the Company.

  2. This cer�ficate is based on the informa�on and records available as on March 31, 2025, and we have no responsibility to update this cer�ficate for the events and circumstances occurring thereaLer.

For Pramod Kothari & Co. Company Secretaries Firm Registra�on No.: S2012UP197900 Peer Review Cer�ficate No: 6701/2025

Pramod Kothari Proprietor CP No: 11532: Membership No. F7091 UDIN: F007091G000351820

Date: 15-05-2025 Place: Noida.

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Seasons Textiles Limited

CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To, The Members Seasons Tex�les Limited (CIN: L74999DL1986PLC024058)

We have examined the compliance of condi�ons of corporate governance by Seasons Tex�les Limited, for the year ended on 31st March 2025, as s�pulated in SEBI (Lis�ng Obliga�on and Disclosure Requirement) Regula�on, 2015 of the said company with stock exchanges. The compliance of condi�ons of corporate governance is the responsibility of the management. Our examina�on was limited to procedures and implementa�on thereof, adopted by the Company for ensuring the compliance of the condi�ons of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our informa�on and according to the explana�ons given to us, we cer�fy that the company has complied with the condi�ons of the Corporate Governance as s�pulated in the abovemen�oned SEBI (Lis�ng Obliga�on and Disclosure Requirement) Regula�on, 2015.

We stated that no investor grievance is pending for a period exceeding one month against the company.

We further State that such compliance is neither an assurance as to the future viability of the Company nor the efficiency of effec�veness with which the management has conducted the affairs of the Company.

For Pramod Kothari & Co. Company Secretaries Firm Registra�on No.: S2012UP197900 Peer Review Cer�ficate No: 6701/2025

Pramod Kothari Proprietor CP No: 11532: Membership No. F7091 UDIN: F007091G000351787

Date: 15-05-2025 Place: Noida.

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Seasons Textiles Limited

MANAGEMENT DISCUSSION AND ANALYSIS

COMPANY OVERVIEW:

Seasons Tex�les Limited (STL) is a widely held flagship Company of Seasons Group having more than 9000 shareholders and presently its shares are listed on BSE and CSE. STL has been promoted by Late Shri Nanak Singh Wadhwa, Shri Inderjeet Singh Wadhwa and Smt. Neelam Wadhwa, in the year 1986. The Company is progressing well under the able leadership of Shri Inderjeet Singh Wadhwa, CMD of the Company, a recipient of Udyog Patra Award.

BUSINESS OVERVIEW PRODUCTION:

Seasons Tex�les Limited (STL) is one of the Pioneer Company in India to manufacture furnishing fabrics in organized sector. At present the Company is engaged in manufacture of furnishing fabric, export and trading in furnishing fabric and made-ups. To ensure interna�onal quality standards the Company is using the latest technology. The Company’s philosophy is to provide a safe, healthy and eco-friendly atmosphere conducive to men and machines.

To be compe��ve, both in export and domes�c markets, con�nuous improvement in produc�vity and quality and crea�on of new designs have always been considered as the focus areas.

DESIGN:

The Company has In House Design Studio with a talented team of designers who ensure that innova�ve designs are created to aCract the customers keeping in mind the latest trends and customers’ taste.

The company is having a collec�on of more than 25,000 designs. During the year the Company has developed about 600 Designs in its own Design Studio for its customers. The Company has been regularly par�cipa�ng in interna�onal fairs and exhibi�ons which enable it to keep itself abreast with the latest global trends and to show case its designs and manufacturing strengths.

MARKETING AND EXPORTS:

Apart from Indian Market the Company has been expor�ng its products to USA, Europe, UK, Middle East.

INDUSTRY STRUCTURE AND DEVELOPMENTS:

The Tex�le Industry in India is one of the largest segments of the Indian economy. It provides direct employment to many million people. Indian home furnishings manufacturers and home furnishings exporters offers a spectacular range of bedspreads, furnishing fabrics, curtains, rugs, durries, carpets, cushion covers, table covers, linen, kitchen accessories, made-ups, bath linen, and other home furnishings accessories to the na�on as well as to the world. With the increasing tex�le industry in the country, the furnishing fabric market will also con�nue to flourish. The home furnishing market is an�cipated to witness huge demand with the booming real-estate projects like hotels, hospitals, commercial and big residen�al apartments. The Interior Tex�les segment of the home furnishings market includes household tex�les viz. Carpets and rugs, bedding products, kitchen linen, bathroom furnishings, window treatments, hammocks, table linen, curtains, and upholstery fabrics. It is directly propor�onate to the number of houses and the countries having largest number of houses namely India, China and USA, in that order, are the largest markets for home furnishings. The global trade of Home tex�le is expected to grow in the coming years. The majority of home tex�les are produced in Asia. Lower prices and high-volume products have contributed to the expansion of exports par�cularly from India and China.

OUTLOOK:

Indians have well understood the importance of staying one step ahead of developments in the world economic environment. The industry is now preparing itself to take share of opportuni�es expected to arise out of the market freed from quota restric�ons and other trade barriers. Business collabora�ons with foreign players, crea�on of buying offices and Government’s effort to enhance quality produc�on and export are many visible signs of Indians coming into force on the global market.

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Seasons Textiles Limited

OPPORTUNITIES AND THREATS:

The local tex�le sector is now at a cri�cal stage where it should prepare itself to rise and grab the opportuni�es that are available through liberaliza�on of the interna�onal market. Manufacturers however, were caught in inadvertence as new players started to creep on the market at a �me when most operators had aCen�on on imminent opportuni�es coming from a quota-free market. Strategies and policies were mainly targeted towards expansion and moderniza�on leaving more space to domes�c players. Now it obviously appears that the laCer have had ample freedom to strengthen them and they are now more prepared than export-oriented companies.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate systems of internal control in place commensurate with its size and the nature of its opera�ons. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and opera�onal informa�on, complying with applicable statutes, safeguarding assets from unauthorized use or losses, execu�ng transac�ons, proper authoriza�on and ensuring compliance of corporate policies.

The Company has engaged the services of an independent Chartered Accountant to carry out the internal audit and ensure that recording and repor�ng are adequate and proper, the internal controls exist in the system and that sufficient measures are taken to update the internal control system. The system also ensures that all transac�on is appropriately authorized, recorded and reported. All these measures are con�nuously reviewed by the management and as and when necessary improvements are affected.

MATERIAL DEVELOMENTS IN HUMAN RESOURCES INDUSTRIAL RELATION FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

The company recognizes the importance of human value and ensures that proper encouragement both moral and financial is extended to employees to mo�vate them.

The company enjoyed excellent rela�onship with workers and staff during the last year.

ISSUES AND RISKS:

1. Compe77on

As far as domes�c market is concerned the unorganized sector in furnishing industry has always posed a challenge to the Company. However, the stringent quality control prac�ces and in-depth knowledge of home furnishing industry puts the company a step ahead from its compe�tors.

2. Foreign Currency Risk

As the Company’s sizeable turnover is contributed by exports and it deals in foreign currencies, any devalua�on in INR as compared to USD and EURO may affect its Receivables.

3. Management Risk

The Company ensures a well-defined Risk Management Policy to iden�fy major risks and their �mely mi�ga�on to protect the present and futures performance of the company. The risks are broadly classified as follows:

  • Market led business risk;

  • Financial risk;

  • Change of trends and designs;

  • Technology Obsolescence risk;

  • Safety, Health & Environment risk;

  • Regulatory issues impac�ng the industry.

The Company has sustained moderate growth in recent periods and plans for rapid growth in the future. This will place significant demand on its managerial and other resources. Con�nued growth in a compe��ve environment increased the challenges involved in recrui�ng and retaining skilled personnel. Failure to manage this vital resource effec�vely could have an adverse effect on the Company’s business prospects. The Company is constantly reviewing its HR prac�ces and incen�ves to maintain its talent pool for keeping their performance at op�mum levels.

Any change in government policies with respect to exports may impact the working of the Company.

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Seasons Textiles Limited

CAUTIONARY STATEMENT:

Investors are cau�oned that this discussion contains forward looking reasonable statements that involve risks and uncertain�es including, but not limited to, risks inherent in the Company’s growth strategy, government policies, taxa�on laws, domes�c as well as export market condi�ons, fluctua�ons in exchange rates, dependence on availability of qualified and trained manpower and other factors. The discussion and analysis must be read in conjunc�on with the Company’s financial statements and notes on accounts.

For and on behalf of the Board of Directors For Seasons Tex�les Limited

Inderjeet Singh Wadhwa Managing Director DIN: 00052459

Date: May 20, 2025 Place: New Delhi

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Seasons Textiles Limited

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF SEASONS TEXTILES LIMITED

Report on the Financial Statements

Opinion

We have audited the accompanying Ind AS financial statements of SEASONS TEXTILES LIMITED (“the company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including other comprehensive income), Statement of Cash Flows and the Statement of changes in Equity for the year then ended, and a summary of significant accoun�ng policies and other explanatory informa�on. (collec�vely referred to as “Ind AS financial statements”).

In our opinion and to the best of our informa�on and according to the explana�ons given to us, the aforesaid Ind AS financial statements give the informa�on required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accoun�ng principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Audi�ng (SAs) specified under sec�on 143(10) of the Act. Our responsibili�es under those Standards are further described in the ‘Auditor’s Responsibili�es for the Audit of the Ind AS Financial Statements’ sec�on of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Ins�tute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibili�es in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Other Informa7on

The Company’s Board of Directors is responsible for the other informa�on. The other informa�on comprises the informa�on included in the Director’s Report, but does not include the Ind AS financial statements and our auditor’s report thereon.

Our opinion on the Ind AS financial statements does not cover the other informa�on and we do not express any form of assurance conclusion thereon.

In connec�on with our audit of the Ind AS financial statements, our responsibility is to read the other informa�on and, in doing so, consider whether such other informa�on is materially inconsistent with the Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We have nothing to report in this regard.

Management’s Responsibility for the Ind AS Financial Statements

The Company’s Board of Directors is responsible for the maCers stated in sec�on 134(5) of the Companies Act 2013 with respect to prepara�on of these Ind AS financial statements that give a true and fair view of the state of affairs (financial posi�on), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with

52

Seasons Textiles Limited

the accoun�ng principles generally accepted in India, including the Accoun�ng Standards (Ind AS) prescribed under Sec�on 133 of The Act.

This responsibility also includes maintenance of adequate accoun�ng records in accordance with the provisions of the Act for safeguarding the assets of the company and for preven�ng and detec�ng frauds and other irregulari�es; selec�on and applica�on of appropriate accoun�ng policies; making judgments and es�mates that are reasonable and prudent; and design, implementa�on and maintenance of adequate internal financial controls, that were opera�ng effec�vely for ensuring the accuracy and completeness of the accoun�ng records, relevant to the prepara�on and presenta�on of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS financial statements, management is responsible for assessing the Company’s ability to con�nue as a going concern, disclosing, as applicable, maCers related to going concern and using the going concern basis of accoun�ng unless management either intends to liquidate the Company or to cease opera�ons, or has no realis�c alterna�ve but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial repor�ng process.

Auditor’s Responsibility for the Audit of the Ind AS Financial Statements

Our objec�ves are to obtain reasonable assurance about whether the Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Ind AS financial statements.

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Audi�ng specified under Sec�on 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scep�cism throughout the audit. We also:

  • Iden�fy and assess the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detec�ng a material misstatement resul�ng from fraud is higher than for one resul�ng from error, as fraud may involve collusion, forgery, inten�onal omissions, misrepresenta�ons, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under sec�on 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the opera�ng effec�veness of such controls.

  • Evaluate the appropriateness of accoun�ng policies used and the reasonableness of accoun�ng es�mates and related disclosures made by management.

  • Conclude on the appropriateness of management’s use of the going concern basis of accoun�ng and, based on the audit evidence obtained, whether a material uncertainty exists related to

53

Seasons Textiles Limited

events or condi�ons that may cast significant doubt on the Company’s ability to con�nue as a going concern. If we conclude that a material uncertainty exists, we are required to draw aCen�on in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or condi�ons may cause the Company to cease to con�nue as a going concern.

  • Evaluate the overall presenta�on, structure and content of the Ind AS financial statements, including the disclosures, and whether the Ind AS financial statements represent the underlying transac�ons and events in a manner that achieves fair presenta�on.

We communicate with those charged with governance regarding, among other maCers, the planned scope and �ming of the audit and significant audit findings, including any significant deficiencies in internal control that we iden�fy during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all rela�onships and other maCers that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

  1. As required by the Companies (Auditor’s Report) Order, 2020, (“the order”) issued by the Central Government of India in terms of sub-sec�on (11) of sec�on 143 of the Act, we enclose in the “Annexure A”, a statement on the maCers specified in paragraphs 3 and 4 of the said order, to the extent applicable.

  2. As required by Sec�on 143(3) of the Act, we report that:

  3. a) We have sought and obtained all the informa�on and explana�ons which to the best of our knowledge and belief were necessary for the purpose of our audit.

  4. b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examina�on of those books.

  5. c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flow and Statement of changes in Equity dealt with by this Report are in agreement with the books of account.

  6. d) In our opinion, the aforesaid Ind AS financial statements comply with the Accoun�ng Standards specified in Sec�on 133 of the Act, read with Companies (Indian Accoun�ng Standards) Rules, 2015, as amended.

  7. e) On the basis of wriCen representa�ons received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, from being appointed as a director in terms of sec�on 164 (2) of the Act.

  8. f) With respect to the adequacy of the internal financial controls over financial repor�ng of the company with reference to these Ind AS financial statements and the opera�ng effec�veness of such controls, refer to our separate report in “Annexure B”;

  9. g) In our opinion and to the best of our informa�on, the remunera�on paid by the company to its directors during the year is in accordance with the provision of Sec�on 197 of The Act; and

  10. h) With respect to the other maCers to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our informa�on and according to the explana�ons given to us:

    • i. The Company has disclosed the impact of pending li�ga�ons on its financial posi�on in its financial statements.

    • ii. The Company did not have any material foreseeable losses on long term contracts including deriva�ves contracts.

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Seasons Textiles Limited

  • iii. There were no amounts which were required to be transferred to the Investor Educa�on and Protec�on Fund by the Company.

  • iv. a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or en�ty(ies), including foreign en��es (“Intermediaries”), with the understanding, whether recorded in wri�ng or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or en��es iden�fied in any manner whatsoever by or on behalf of the Company (“Ul�mate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ul�mate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or en�ty(ies), including foreign en��es (“Funding Par�es”), with the understanding, whether recorded in wri�ng or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or en��es iden�fied in any manner whatsoever by or on behalf of the Funding Par�es (“Ul�mate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ul�mate Beneficiaries; and

c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our no�ce that has caused us to believe that the representa�ons under sub-clause (a) and (b) contain any material misstatement.

  • v. No dividend has been declared or paid during the year by the Company.

  • vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, the Company, has used accoun�ng soLware for maintaining its books of account which has feature of recording audit trail (edit log) facility. Further, the audit trail facility has been opera�ng throughout the year for all relevant transac�ons recorded in the soLware. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

For M/s Bhatia & Bhatia, Chartered Accountants,

Firm's Registra�on Number- 003202N

C.A Ravinder Bhatia

Place: New Delhi Dated: 20/05/2025

Partner Membership No. 017572 UDIN:25017572BMKNRE4782

55

Seasons Textiles Limited

“ANNEXURE A” TO THE AUDITOR’S REPORT OF EVEN DATE TO THE MEMBERS OF THE SEASONS TEXTILES LIMITED ON THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31[st] , 2025

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:-

  • (i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of the Property, Plant and Equipment.

  • (B) The Company has maintained proper records showing full particulars of Intangible Assets.

    • (b) As informed to us, these Property, Plant and Equipment have been physically verified by the Management during the year. In our opinion the frequency of verifica�on is reasonable having regard to the size of the opera�ons of the Company. According to the informa�on & explana�ons given to us, no material discrepancies were no�ced on such physical verifica�on.

    • (c) According to the information and explanation provided to us, the records examined by us and based on the examination of the conveyance deeds, we report that the Title deeds, comprising of all the immovable properties are held in the name of the Company as at the balance sheet date.

    • (d) The Company has not revalued its Property, Plant and Equipment and Intangible Assets, hence the requirement of clause 3(i)(d) of the Companies (Auditor’s Report) Order, 2020 is not applicable.

    • (e) No proceedings have been ini�ated during the or pending against the Company for holding any benami property under the Benami Transac�ons (Prohibi�on) Act, 1988 (45 of 1988) and rules made thereunder, hence the requirement of clause 3(i)(e) of the Companies (Auditor’s Report) Order, 2020 is not applicable.

  • (ii)

  • a. As explained to us, the inventories have been periodically physically verified by the management. According to the information and explanation given to us, no material discrepancies have been noticed on such verification.

  • b. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company.

  • (iii) The Company has not made investments in, provided any guarantee or security or granted any loans and advances in the nature of loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement of clause 3(iii) (a) (b) (c) (d) (e) and (f) of the Companies (Auditor’s Report) Order, 2020 is not applicable to the Company.

56

Seasons Textiles Limited

  • (iv) 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.

  • (v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Companies Act and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.

  • (vi) 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 Act , is not applicable.

  • (vii) (a) According to the records, information and explanations provided to us, Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Goods and Service Tax, Provident Fund, Employee’s State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at March 31[st] , 2025 for a period of more than six months from the date they became payable.

  • (b) There is no amount in respect of Goods and Service Tax, Provident Fund, Employee’s State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess that have not been deposited with the appropriate authorities on account of any dispute.

  • (viii) The Company has not surrendered or disclosed any transac�on, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix)

  • a) In our opinion and according to the information and explanations given to us, the Company has generally not defaulted in repayment of dues to a financial institution or bank.

  • b) As informed to us, the Company has not been declared a wilful defaulter by any bank or financial institution or other lender.

  • c) According to the information and explanations give to us, the term loans were applied for the purpose for which the loans were obtained.

  • d) According to the information and explanations give to us, the funds raised on short term basis have not been utilized for long term purpose.

  • e) Sub clause 3(ix)(e) and (f) of the Companies (Auditor’s Report) Order, 2020 are not applicable to the Company.

  • (x) (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments). Accordingly, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

  • (b) According to the information and explanations give to us and based on our examination of

  • the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and

57

Seasons Textiles Limited

hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

  • (xi) (a)According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

  • (b)No report under sub section (12) of Section 143 of the Companies Act has been filed in the Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules,2014 with the Central Government, during the year and up to the date of this report.

  • (c)According to the informa�on and explana�ons given to us, there are no whistle blower complaints received by the Company during the year.

  • (xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

  • (xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Ind AS financial statements as required by the applicable accounting standards.

  • (xiv) (a) In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.

  • (b)The reports of the internal auditors for the period under audit have been considered by us.

  • (xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

  • (xvi) (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.

  • (b) The Company has not conducted any Non-Banking Financial or Housing Finance ac�vi�es without obtaining a valid Cer�ficate of Registra�on (COR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

  • (c) The Company is not a Core Investment Company as defined in the regula�ons made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the Company.

  • (d) There is no Core Investment Company as a part of the Group, hence, the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the Company.

58

Seasons Textiles Limited

(xvii) The Company has not incurred cash losses during the financial years 2023-24 and 2024-25.

(xviii) There has not been any resignation of statutory auditors of the Company during the year.

  • (xix) On the basis of the financial ra�os disclosed in note 26 to the financial statements, ageing and expected dates of realiza�on of financial assets and payment of financial liabili�es, other informa�on accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examina�on of the evidence suppor�ng the assump�ons, nothing has come to our aCen�on, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of mee�ng its liabili�es exis�ng at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our repor�ng is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabili�es falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

  • (xx) The provisions of Sec�on 135 of the Companies Act, 2013 are not applicable to the Company and hence, the requirement to report on clause 3(xx)(a) and (b) of the Order are not applicable to the Company.

For M/s Bhatia & Bhatia, Chartered Accountants,

Firm's Registra�on Number- 003202N

C.A Ravinder Bhatia

Place: New Delhi Dated: 20/05/2025

Partner Membership No. 017572 UDIN:25017572BMKNRE4782

59

Seasons Textiles Limited

ANNEXURE- B TO THE AUDITORS REPORT OF THE EVEN DATE ON THE IND AS FINANCIAL STATEMENTS OF SEASONS TEXTILES LIMITED FOR THE YEAR ENDED 31[ST] MARCH, 2025

Report on the Internal Financial Controls under Clause (i) of Sub-sec7on 3 of Sec7on 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial repor�ng of Seasons Tex�les Limited (“the Company”) as of 31 March, 2025 in conjunc�on with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial repor�ng criteria established by the Company considering the essen�al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Repor�ng issued by the Ins�tute of Chartered Accountants of India (‘ICAI’). These responsibili�es include the design, implementa�on and maintenance of adequate internal financial controls that were opera�ng effec�vely for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the preven�on and detec�on of frauds and errors, the accuracy and completeness of the accoun�ng records, and the �mely prepara�on of reliable financial informa�on, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial repor�ng based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Repor�ng (the “Guidance Note”) and the Standards on Audi�ng, issued by ICAI and deemed to be prescribed under sec�on 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Ins�tute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial repor�ng was established and maintained and if such controls operated effec�vely in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial repor�ng and their opera�ng effec�veness. Our audit of internal financial controls over financial repor�ng included obtaining an understanding of internal financial controls over financial repor�ng, assessing the risk that a material weakness exists, and tes�ng and evalua�ng the design and opera�ng effec�veness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial repor�ng.

Meaning of Internal Financial Controls over Financial Repor7ng

A company's internal financial control over financial repor�ng is a process designed to provide reasonable assurance regarding the reliability of financial repor�ng and the prepara�on of financial statements for external purposes in accordance with generally accepted accoun�ng principles. A company's internal financial control over financial repor�ng includes those policies and procedures that(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transac�ons and disposi�ons of the assets of the company; (2) provide reasonable assurance that transac�ons are recorded as necessary to permit prepara�on of financial statements in accordance with generally accepted accoun�ng principles, and that receipts and expenditures of the company are being made only in accordance with authorisa�ons of management and directors of the company; and (3) provide reasonable assurance regarding preven�on or �mely detec�on of unauthorised

60

Seasons Textiles Limited

acquisi�on, use, or disposi�on of the company's assets that could have a material effect on the financial statements.

Inherent Limita7ons of Internal Financial Controls Over Financial Repor7ng

Because of the inherent limita�ons of internal financial controls over financial repor�ng, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projec�ons of any evalua�on of the internal financial controls over financial repor�ng to future periods are subject to the risk that the internal financial control over financial repor�ng may become inadequate because of changes in condi�ons, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial repor�ng and such internal financial controls over financial repor�ng were opera�ng effec�vely as at 31 March, 2025, based on the internal control over financial repor�ng criteria established by the Company considering the essen�al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Repor�ng issued by the Ins�tute of Chartered Accountants of India.

For M/s Bhatia & Bhatia, Chartered Accountants,

Firm's Registra�on Number- 003202N

C.A Ravinder Bhatia

Place: New Delhi Dated: 20/05/2025

Partner Membership No. 017572 UDIN:25017572BMKNRE4782

61

Seasons Textiles Limited

SEASONS TEXTILES LIMITED SEASONS TEXTILES LIMITED
BALANCE SHEET
AS AT MARCH 31, 2025
(Rs.In Lakhs)
PARTICULARS NOTES AS AT
MARCH 31, 2025
AS AT
MARCH 31, 2024
ASSETS
(1) Non-current Assets
(a)Property,Plant and Equipment 3 3,500.25 3,559.59
(b)Intangible Assets 4 78.89 93.34
(c)Financial Assets
(i)Other Financial Assets 5 24.46 24.46
(d)Other Non - Current Assets 6 68.73 54.60
Total Non-Current Assets 3,672.33 3,731.99
(2) Current Assets
(a)Inventories 7 1,458.24 1,513.33
(b)Financial Assets
(i)Trade Receivables 8 681.34 677.23
(ii)Cash and Cash Equivalents 9 108.65 109.15
(iii)Current Financial Assets 10 115.68 216.42
(c)Other Current Assets 11 85.52 140.36
Total Current Assets 2,449.43 2,656.49
Total Assets 6,121.76 6,388.48
EQUITY AND LIABILITIES
(1) Equity
(a)EquityShare Capital 12 749.03 749.03
(b)Other Equity 13 2,728.61 2,752.75
Total Equity 3,477.64 3,501.78
(2) LIABILITIES
Non-Current Liabilities
(a)Financial Liabilities
(i)Borrowings 14 1,083.97 1,281.89
(b)Deferred Tax Liabilities(Net) 182.64 175.97
Total Non-Current Liabilities 1,266.61 1,457.86
Current Liabilities
(a)Financial Liabilities
(i)Borrowings 15 1,086.41 1,148.98
(ii)Trade Payables 16
(ii)(a) Total outstanding dues to micro - -

enterprises and small enterprises

(ii)(b) Total outstanding dues of creditors		 217.77 242.68

other than to micro enterprises

and small enterprises

(iii)Other Financial Liabilities		 17 24.30 7.66
(b) Current Tax Liability (Net) - -
(c)Other Current Liabilities 18 49.03 29.52
Total Current Liabilities 1,377.51 1,428.84
Total Liabilities 2,644.12 2,886.70
Total Equity and Liabilities 6,121.76 6,388.48
Summary of significant accounting policies 2
As per our Separate Report of even date attached
For M/s Bhatia & Bhatia
Chartered Accountants
Firm's Registration Number- 003202N
For and on behalf of the Board
Ravinder Bhatia
Partner
Membership No. 017572

UDIN:25017572BMKNRE4782
INDERJEET S.WADHWA K AVITA RANI SANJAY KATYAL SAURABH ARORA
Chairman & Managing Director D irector Chief Financial Officer Company Secretary

Place : New Delhi
Dated : 20/05/2025

62

Seasons Textiles Limited

FOR THE YEAR ENDED MARCH 31, 2025
STATEMENT OF PROFIT AND LOSS		 SEASONS TEXTILES LIMITED
(Rs.In Lakhs)		 SEASONS TEXTILES LIMITED
(Rs.In Lakhs)
PARTICULARS NOTES YEAR ENDED
MARCH 31, 2025
YEAR ENDED
MARCH 31, 2024
I
INCOME
a) Revenue from Operations
b)Other Income		 19
20		 2,730.12
9.69		 2,649.22
7.93
TOTAL INCOME 2,739.81 2,657.15
II
EXPENSES
a) Cost of Materials Consumed
b) Increase / Decrease in Inventories
c) Employee Benefits Expense
d) Finance Costs
e) Depreciation and Amortization Expense
f)Other Expenses		 21
22
23
24
25		 965.52
(32.10)
517.00
231.86
137.58
950.86		 754.29
87.46
493.77
263.54
174.99
917.88
TOTAL EXPENSES 2,770.72 2,691.93
III
Profit / (Loss) before tax and exceptional items (I-II)
IV
Exceptional items
V
Profit / (Loss) before tax and after exceptional items (III-IV)
VI
Tax expense
Current Tax
Deferred Tax
VII
Profit / (Loss) for the period (V-VI)
VIII
Other comprehensive income
(i) Items that will not be reclassified to profit or loss
(ii) Income tax (Deferred Tax) relating to items that will not be reclassified to
profit or loss
IX
Total comprehensive income for the period (VII+VIII)
X
Earnings per equity share
Basic
Diluted		 (30.91)
-		 (34.78)
-
(30.91)
-
2.62		 (34.78)
-
(13.71)
(33.53)
16.09
(4.05)		 (21.07)
23.20
(5.84)
12.04 17.36
(21.49)
(0.45)
(0.45)		 (3.71)
(0.28)
(0.28)
Summary of significant accounting policies 2
The accompanyingnotes are an integralpart of the financial statements
As per our Separate Report of even date attached
For M/s Bhatia & Bhatia
Chartered Accountants
Firm's Registration Number- 003202N
Ravinder Bhatia
Partner
Membership No. 017572
UDIN:25017572BMKNRE4782
INDERJEET S.WADHWA KAVITA RANI SA
Chairman & Managing Director Director Chie
Place : New Delhi
Dated : 20/05/2025		 For and
NJAY KAT
f Financi		 on behalf of the Board
YAL SAURABH ARORA
al Officer Company Secretary

63

Seasons Textiles Limited

SEASONS TEXTILES LIMITED SEASONS TEXTILES LIMITED
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH,2025
(Rs. in Lakhs)
PARTICULARS YEAR ENDED 31 ST MARCH, 2025 YEAR ENDED 3
1ST MARCH, 2024
A CASH FLOW FROM OPERATING ACTIVITIES
NET PROFIT BEFORE TAX AND EXTRAORDINARY ITEMS (30.91) (34.78)
ADJUSTMENT FOR
DEPRECIATION 137.58 174.99
INTEREST INCOME (7.33) (7.00)
LOSS/ PROFIT ON SALE OF FIXED ASSETS (0.61) 0.08
FIXED ASSETS WRITTEN OFF 0.01 4.07
PRIOR PERIOD ADJUSTMENT (2.65) -
OTHER COMPREHENSIVE INCOME 16.09 23.20
INTEREST/FINANCE CHARGES 231.86 374.95 263.54 458.88
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 344.04 424.10
ADJUSTMENT FOR
TRADE AND OTHER RECEIVABLES 137.34 (67.31)
INVENTORIES 55.09 (32.93)
TRADE AND OTHER PAYABLES 11.24 25.23
CHANGE IN LONG TERM PROVISIONS - -
CHANGE IN SHORT TERM PROVISIONS - 203.67 - (75.01)
CASH GENERATED FROM OPERATIONS 547.71 349.09
INTEREST/FINANCE CHARGES PAID (231.86) (263.54)
DIRECT TAXES PAID - (231.86) - (263.54)
NET CASH FROM OPERATING ACTIVITIES 315.85 85.55
B CASH FLOW FROM INVESTING ACTIVITIES
PURCHASE OF FIXED ASSETS (78.05) (110.06)
SALE / TRANSFER OF FIXED ASSETS 14.86 1.00
MOVEMENTS IN LONG TERM DEPOSITS - (2.00)
INTEREST INCOME 7.33 7.00
NET CASH USED IN INVESTING ACTIVITIES (55.86) (104.06)
C CASH FLOW FROM FINANCING ACTIVITIES
PROCEEDS FROM EQUITY SHARE CAPITAL - -

PROCEEDS / REPAYMENT OF LONG TERM BORROWINGS (NET)		 (197.92) (283.41)

PROCEEDS/ REPAYMENT OF SHORT TERM BORROWINGS (NET)		 (62.57) 295.71

NET CASH USED IN FINANCING ACTIVITIES		 (260.49) 12.30
NET INCREASE IN CASH AND CASH EQUIVALENTS (0.50) (6.21)

OPENING BALANCE OF CASH AND CASH EQUIVALENTS		 109.15 115.36

CLOSING BALANCE OF CASH AND CASH EQUIVALENTS		 108.65 109.15
NO
TES:
(1) Cash and cash equivalents comprises of cash, bank balances and short term deposits.
(2)

Additions to fixed assets are stated inclusive of movements of Capital Work-in-Progress.

As per our Report of even date attached

For M/s Bhatia & Bhatia
Chartered Accountants
Firm's Registration Number-003202N
For and on beh alf of the Board
R.Bhatia (FCA)
Partner
Membership No. 017572

UDIN:25017572BMKNRE4782
INDERJEET S.WADHWA KAVITA RANI SANJAY KATYAL SAUR ABH ARORA
Chairman & Managing Director Director C hief Financial Officer Compa ny Secretary

Place : New Delhi
Dated : 20/05/2025

64

Seasons Textiles Limited

SEASONS TEXTILES LIMITED SEASONS TEXTILES LIMITED (Rs.In Lakhs) (Rs.In Lakhs)
Statement of changes in Equity
A Equity Share Capital
As at 1st April, 2024 749.03
Changes in equity share capital due to prior period
errors		 -
Restated balance as at 1st April, 2024 749.03
Changes during theperiod -
As at 31 March, 2024 749.03
Changes in equity share capital due to prior period
errors		 -
Restated balance as at 31 March, 2025 749.03
Changes during theyear -
As at 31 March, 2025 749.03
B Other equity
Particulars
Capital Reserve General Reserve Securities
Premium Reserve		 Fair Valuation
Reserve		 Retained Earnings Items of Other
Comprehensive
Income		 TOTAL EQUITY
Rs. Rs. Rs. Rs. Rs. Rs. Rs.
Balance as at 31 March, 2024 106.07 199.18 75.00 1,325.32 999.05 48.13 2,752.75
- Total Comprehensive income for theyear - - - - (33.53) 12.04 (21.49)
- Prior Period Adjustment - - - - (2.65) - (2.65)
(36.18) 12.04 (24.14)
As at 31 March, 2025 106.07 199.18 75.00 1,325.32 962.87 60.17 2,728.61
As per o ur Separate Report of even date attached
For M/s Bhatia& Bhatia
Charter ed Accountants
Firm's R egistration Number- 003202N
Ravinde r Bhatia
Partner
Members hip No. 017572
UDIN:2501 7572BMKNRE4782
INDERJEET S.WADHWA KAVITA RANI SANJAY KATYAL SA URABH ARORA
Chairman & Managing Director Director Chie f Financial Officer Comp any Secretary

Place : N
ew Delhi
Dated : 20/05/2025

65

Seasons Textiles Limited

NOTES TO THE FINAN CIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 CIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 CIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 CIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025
3. PROPERTY, PLANT AND EQUIPMENT (Rs.In Lakhs)
PARTICULARS LEASE HOLD FREE HOLD **BUILDINGS ** DATA PROCESSING ELECTRICAL OFFICE FURNITURE **PLANT & ** TUBEWELL VEHICLES TOTAL
LAND LAND EQUIPMENT INSTALLATION EQUIPMENTS & FIXTURES MACHINERY
& FITTING
Gross Carrying Amount
As at March 31, 2024 533.52 1,366.78 1,758.91 135.37 100.83 5.94 8.95 2,588.84 - 211.51 6,710.65
Additions - - - 0.89 5.62 0.12 - 5.46 - 65.41 77.50
Disposals/ Adjustments - - 0.01 - - - - - - 65.26 65.27
As at March 31, 2025 533.52 1,366.78 1,758.90 136.26 106.45 6.06 8.95 2,594.30 - 211.66 6,722.88
Accumulated Depreciation
As at March 31, 2024 - - 477.07 85.82 65.20 3.85 6.69 2,397.22 - 115.21 3,151.06
Depreciation for the year - - 52.52 8.33 5.18 0.58 0.85 32.57 - 22.55 122.58
Disposals/ Adjustments - - - - - - - - - 51.01 51.01
As at March 31, 2025 - - 529.59 94.15 70.38 4.43 7.54 2,429.79 - 86.75 3,222.63
Net Carrying Amount
As at March 31, 2025 533.52 1,366.78 1,229.31 42.11 36.07 1.63 1.41 164.51 - 124.91 3,500.25
As at March 31, 2024 533.52 1,366.78 1,281.84 49.55 35.63 2.09 2.26 191.62 - 96.30 3,559.59
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025
4. INTANGIBLE ASSETS (Rs.In Lakhs)
PARTICULARS COMPUTER SOFTWARE TOTAL
Gross Carrying Amount
As at March 31, 2024 483.84 483.84
Additions 0.55 0.55
Disposals - -
As at March 31, 2025 484.39 484.39
Accumulated Depreciation
As at March 31, 2024 390.50 390.50
Amortisation for the year 15.00 15.00
Disposals - -
As at March 31, 2025 405.50 405.50
Net Carrying Amount
As at March 31, 2025 78.89 78.89
As at March 31, 2024 93.34 93.34

66

Seasons Textiles Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025
(Rs.In Lakhs)
PARTICULARS
AS AT
MARCH 31, 2025
AS AT
MARCH 31, 2024
5. OTHER NON-CURRENT FINANCIAL ASSE
Security Deposits
TOTAL
6. OTHER NON - CURRENT ASSETS
Employee Benefits (Gratuity)
TOTAL
7. INVENTORIES
(Valued at lower of Cost and Net Realizable value)
Raw Materials
Stock in Process
Spare Parts
Finished Goods
TOTAL
8. TRADE RECEIVABLES
Secured , Considered good
Unsecured , Considered good
Ageing of Trade Receivables		 TS
 24.46
24.46
24.46
24.46
68.73
54.60
68.73
54.60
1,047.38
1132.88
16.08
27.50
0.94
2.63
393.84
350.32
1,458.24
1513.33
681.34
677.23
-
-
681.34
677.23

Particulars		 Outstanding as on March 31, 2025 for th e following period from the due date of payment
NOT DUE Less than 6 months
6 months -1 year		 1-2 years More than 3 years Total
i) Undisputed Trade receivables - Considered good
ii) Undisputed Trade receivables - which have
significant increase in credit risk
iii) Undisputed Trade receivables - credit impaired
iv) Disputed Trade receivables - Considered good
v) Disputed Trade receivables - which have significant
increase in credit risk
vi) Disputed Trade receivables - credit impaired
TOTAL		 167.18
22.32
-
-
-
-
-
-
-
-
-
-		 93.09
2.33
396.42
681.34
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
167.18
22.32		 93.09
2.33
396.42
681.34
Particulars Outstanding as on March 31, 2024 for th e following period from the due date of payment
NOT DUE Less than 6 months
6 months -1 year		 1-2 years More than 3 years Total
i) Undisputed Trade receivables - Considered good
ii) Undisputed Trade receivables - which have
significant increase in credit risk
iii) Undisputed Trade receivables - credit impaired
iv) Disputed Trade receivables - Considered good
v) Disputed Trade receivables - which have significant
increase in credit risk
vi) Disputed Trade receivables - credit impaired
TOTAL
9. CASH AND CASH EQUIVALENTS
Balances with Bank
Cash on Hand
Balances with banks to the extent held as margin
TOTAL
10. CURRENT FINANCIAL ASSETS
(Unsecured, considered good unless otherwi
Other Loans and Advances
TOTAL
11. OTHER CURRENT ASSETS
(Unsecured, considered good unless otherwi
Prepaid Expenses
Balance with Statutory Authorities
Advance Recoverable in Cash or Kind
TOTAL		 199.43
24.93
-
-
-
-
-
-
-
-
-
-		 53.61
2.18
397.08
677.23
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
199.43
24.93		 53.61
2.18
397.08
677.23
money
se stated)
se stated)		 0.32
0.32
1.21
1.42
107.12
107.41
108.65
109.15
115.68
216.42
115.68
216.42
11.39
10.70
38.79
47.15
35.34
82.51
85.52
140.36
PARTICULARS AS AT
MARCH 31, 2025
AS AT
MARCH 31, 2024
12. SHARE CAPITAL
AUTHORISED
1,20,00,000 (As at March 31, 2024 1,20,00,000)
Equity Shares of Rs.10/- each
ISSUED, SUBSCRIBED AND PAID-UP
74,90,300 (As at March 31, 2024 74,90,300 )
Equity shares of Rs.10/- each
TOTAL
a) Terms and Rights attached to Equity Shares
The Company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity s
of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferenti
share holders. There is no restriction on distribution of dividend. However, same is subject to the approval of th		 1,200.00
1200.00
749.03
749.03
749.03
749.03
hares is entited to one vote per share. In the event of liquidation of the company, the holders
al amounts. The distribution will be in proportion to the number of equity shares held by the
e shareholders in the Annual General Meeting .

67

Seasons Textiles Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025
b) Reconciliation of Equity shares outstanding at the beginning and at the end of the year :
Particulars
Outstanding as at March 31, 2024
Shares issued during the year
Shares bought back during the year
Outstanding as at March 31, 2025
c) Shareholders holding more than 5% shares in the company

Inderjeet Singh Wadhwa
Neelam Wadhwa
(d) Shareholding of Promotors:		 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025
b) Reconciliation of Equity shares outstanding at the beginning and at the end of the year :
Particulars
Outstanding as at March 31, 2024
Shares issued during the year
Shares bought back during the year
Outstanding as at March 31, 2025
c) Shareholders holding more than 5% shares in the company

Inderjeet Singh Wadhwa
Neelam Wadhwa
(d) Shareholding of Promotors:		 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025
b) Reconciliation of Equity shares outstanding at the beginning and at the end of the year :
Particulars
Outstanding as at March 31, 2024
Shares issued during the year
Shares bought back during the year
Outstanding as at March 31, 2025
c) Shareholders holding more than 5% shares in the company

Inderjeet Singh Wadhwa
Neelam Wadhwa
(d) Shareholding of Promotors:		 (Rs.In Lakhs)
749.03
-
-
749.03
No. of Shares %age
31,92,831 42.63%
31,92,831 42.63%
13,98,312 18.67%
13,98,312 18.67%
Number of shares
% of total shares
3192831
42.63
Nil
1398312
18.67
Nil
106.07
106.07
199.18
199.18
75.00
75.00
1,325.32
1325.32
999.05
1020.12
(33.53)
(21.07)
(2.65)
-
962.87
999.05
48.12
30.77
12.05
17.36
60.17
48.13
2,728.61
2752.75
No. of Shares %age
% change
during the year
31st.March, 2024		 (Rs.In Lakhs)
749.03
-
-
749.03
No. of Shares %age
31,92,831 42.63%
31,92,831 42.63%
13,98,312 18.67%
13,98,312 18.67%
Number of shares
% of total shares
3192831
42.63
Nil
1398312
18.67
Nil
106.07
106.07
199.18
199.18
75.00
75.00
1,325.32
1325.32
999.05
1020.12
(33.53)
(21.07)
(2.65)
-
962.87
999.05
48.12
30.77
12.05
17.36
60.17
48.13
2,728.61
2752.75
No. of Shares %age
% change
during the year
31st.March, 2024		 (Rs.In Lakhs)
749.03
-
-
749.03
No. of Shares %age
31,92,831 42.63%
31,92,831 42.63%
13,98,312 18.67%
13,98,312 18.67%
Number of shares
% of total shares
3192831
42.63
Nil
1398312
18.67
Nil
106.07
106.07
199.18
199.18
75.00
75.00
1,325.32
1325.32
999.05
1020.12
(33.53)
(21.07)
(2.65)
-
962.87
999.05
48.12
30.77
12.05
17.36
60.17
48.13
2,728.61
2752.75
No. of Shares %age
% change
during the year
31st.March, 2024
Shares held by promoters at the end of the year ended % change
during the year
31st.March, 2025 31st.March, 2024
Promoter name Number of shares
% of total shares
 Number of shares
 % of total shares
Inderjeet Singh Wadhwa 3192831 42.63 3192831 42.63 Nil
Nil
Neelam Wadhwa 1398312 18.67 1398312 18.67
13. OTHER EQUITY
Capital Reserve
General Reserve
Securities Premium Reserve
Fair valuation Reserve
Ratained Earnings
Opening balance
Net Profit for the year
Prior Period adjustment
Closing balance
Other Comprehensive Income
Opening balance
Add: Remeasurements of Defined Employee Benefits Plan
TOTAL
PARTICULARS AS AT
MARCH 31, 2025
AS AT
MARCH 31, 2024
14. BORROWINGS
Secured
Term loans
Deutsche Bank
Canara Bank
-Vehicle loans
Canara Bank
LessCurrent maturities of long term debt
TOTAL		 1,192.06
1396.07
77.03
53.16
49.65
113.88
1,318.74
1563.11
234.77
281.22
1,083.97
1281.89
a. Securities*
b. Term of repayment and interest are as follows :**
(i) Term Loan from Deutsche Bank is secured against Flat No.F1 & F2 (First Floor), B1 & B2 (Basement)
at 26 Feroze Gandhi Road, Lajpat Nagar III, New Delhi 110024 in the name of relative of the
promoter and secured against personal guarantee of promoters and Flat No. G1 & G2 (Ground Floor) at 26, Feroze Gandhi Road, Lajpat Nagar III, New Delhi 110024 which is in the name of the Company.
(ii) Vehicle loans are secured against hypothecation of respective vehicles purchased under hire purchase agreements.
(iii) Term loans taken from Canara Bank to meet liquidity mismatches arising out of COVID-19 outbreak.
Loan from
Secured
Deutsche Bank
Canara Bank
CURRENT LIABILITIES
15. SHORT TERM BORROWINGS
Current maturities of long-term debts
Loan repayable on demand (secured)
From banks
Canara Bank
TOTAL*		 Repayment Frequency
Year of Maturity
Monthly
2033-34
8.55%
Monthly
2029-30
9.25%
Rate of interest p.a.
234.77
281.22
851.64
867.76
1,086.41
1148.98

(i)The quarterly returns or statements filed by the Company for working capital limits with such Banks and financial institutions are in agreement with the books of account of the Company. (ii) There are
no charges or satisfaction yet to be registered with ROC beyond the statutory period
The Working Capital Loans from Canara Bank are secured by way of first charge against hypothecation of stocks of Raw Material, Work in Process, Finished Goods, Stores, Spares & book debts and
first
exclusive charge on factory Land and Building & Plant and Machinery at B-18, Sector-5, Noida-201 301 (U.P) and Plot No. 466-467, HSIIDC Industrial Estate,Barhi, Sonepat (Haryana).
  • a. Securities

(i) Term Loan from Deutsche Bank is secured against Flat No.F1 & F2 (First Floor), B1 & B2 (Basement) at 26 Feroze Gandhi Road, Lajpat Nagar III, New Delhi 110024 in the name of relative of the promoter and secured against personal guarantee of promoters and Flat No. G1 & G2 (Ground Floor) at 26, Feroze Gandhi Road, Lajpat Nagar III, New Delhi 110024 which is in the name of the Company.

(ii) Vehicle loans are secured against hypothecation of respective vehicles purchased under hire purchase agreements.

(iii) Term loans taken from Canara Bank to meet liquidity mismatches arising out of COVID-19 outbreak.

b. Term of repayment and interest are as follows :

Loan from Repayment Frequency Year of Maturity Rate of interest p.a.
Secured
Deutsche Bank Monthly 2033-34 8.55%
Canara Bank Monthly 2029-30 9.25%
CURRENT LIABILITIES
15. SHORT TERM BORROWINGS
Current maturities of long-term debts 234.77 281.22
Loan repayable on demand (secured)*
From banks
Canara Bank 851.64 867.76
TOTAL 1,086.41 1148.98

  • The Working Capital Loans from Canara Bank are secured by way of first charge against hypothecation of stocks of Raw Material, Work in Process, Finished Goods, Stores, Spares & book debts and first exclusive charge on factory Land and Building & Plant and Machinery at B-18, Sector-5, Noida-201 301 (U.P) and Plot No. 466-467, HSIIDC Industrial Estate,Barhi, Sonepat (Haryana).

  • (i)The quarterly returns or statements filed by the Company for working capital limits with such Banks and financial institutions are in agreement with the books of account of the Company. (ii) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period

68

Seasons Textiles Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025
(Rs.In Lakhs)
16. TRADE PAYABLES
Dues to micro, small and medium enterprises #
Payables Other than MSME
Note: The above information regarding, Micro Small and Medium Enterprises, has been determined to the extent such partie
Interest due and payable towards suppliers registered under MSMED Act, for payments
already made
Further interest remaining due and payable for earlier years
Interest due to suppliers registered under the MSMED Act and remaining unpaid as at
year end
Particulars
31st

# Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the said MSMED Act are as*
Principal amount due to suppliers registered under the MSMED Act and remaining unpaid
as at year end
Principal amounts paid to suppliers registered under the MSMED Act, beyond the
appointed day during the year
Interest paid, other than under Section 16 of MSMED Act, to suppliers registered under
the MSMED Act, beyond the appointed day during the year
Interest paid, under Section 16 of MSMED Act, to suppliers registered under the MSMED
Act, beyond the appointed day during the year		 -
0.00
217.77
242.68
217.77
242.68
follows:
31st .March,2025 31st.March,2024

- -
- -
- -
- -
- -
- -
- -
s have been identified on the basis of information available with the company.
Ageing of Trade Payables
(Amount in Rs.In Lakhs)
Particulars Outstanding as on March 31, 2025 for the following period from the due date of payment
Not Due
 Less than 1 year
 1-2 years
 More than 3 years
 Total
(i)MSME - - - - -
(ii) Others 217.77 - - - 217.77
(iii)Disputed dues- MSME - - - - -
(iii)Disputed dues-Others - - - - -
- -
Total 217.77 - - - 217.77
Ageing of Trade Payables
(Amount in Rs.In Lakhs)
Particulars Outstanding as on March 31, 2025 for the following period from the due date of payment
Not Due Less than 1 year 1-2 years More than 3 years Total
(i)MSME - - - - -
(ii) Others 217.77 - - - 217.77
(iii)Disputed dues- MSME - - - - -
(iii)Disputed dues-Others - - - - -
- -
Total 217.77 - - - 217.77

(Amount in Rs.In Lakhs)

Particulars Outstanding as o n March 31, 2024 for the following period from the due date of payment n March 31, 2024 for the following period from the due date of payment n March 31, 2024 for the following period from the due date of payment n March 31, 2024 for the following period from the due date of payment
Not Due
 Less than 1 year
 1-2 years
 More than 3 years
 Total
(i)MSME - - - - -
(ii) Others 242.68 - - - 242.68
(iii)Disputed dues- MSME - - - - -
(iii)Disputed dues-Others - - - - -
-
Total 242.68 - - - 242.68
17. OTHER FINANCIAL LIABILITIES
Other Payable
TOTAL
18. OTHER CURRENT LIABILITIES
Tax Deducted at Source and Other Statutory Dues
Advance Received from customers
Expenses Payable
TOTAL		 24.30
7.66
24.30
7.66
9.80
8.20
8.67
0.00
30.56
21.32
49.03
29.52

69

Seasons Textiles Limited

(Rs.In Lakhs)
PARTICULARS
AS AT
MARCH 31, 2025
AS AT
MARCH 31, 2024
19. REVENUE FROM OPERATIONS
Sale of Products-Finished Goods
Sale of Services
Other Operating Revenue
Sale of MEIS Licence
Duty Draw Back
TOTAL
20. OTHER INCOME
Interest Income
Other Non-Operating Income
T O T A L
21. COST OF MATERIALS CONSUMED
Yarn
Fabric
T O T A L
22. INCREASE / DECREASE IN INVENTORIES
Closing Inventory
Finished Goods
Stock in Process
Total (A)
Opening Inventory
Finished Goods
Stock in Process
Total (B)
Total (B-A)
23. EMPLOYEE BENEFITS EXPENSE
Salaries, Wages & Perquisites
Contribution to Provident Fund & Others
Directors Remuneration and Perquisites
Gratuity
Staff Welfare Expenses
TOTAL
24. FINANCE COSTS
Interest on Term Loan
Interest on Bank Loan
Interest on Other Loans
Bank Charges and Commission
Currency Exchange Fluctuation
Finance Charges and Other Charges
T O T A L		 2,550.96
2460.05
129.99
150.50
19.38
13.16
29.79
25.51
2,730.12
2649.22
7.33
7.00
2.36
0.93
9.69
7.93
964.59
753.60
0.93
0.69
965.52
754.29
393.84
350.32
16.08
27.50
409.92
377.82
350.32
377.96
27.50
87.32
377.82
465.28
(32.10)
87.46
396.77
366.94
50.18
47.84
49.42
59.88
10.86
10.67
9.77
8.44
517.00
493.77
122.55
152.17
66.40
69.61
1.68
2.59
21.68
21.68
5.69
4.71
13.86
12.78
231.86
263.54
PARTICULARS AS AT
MARCH 31, 2025
AS AT
MARCH 31, 2024
25. OTHER EXPENSES
Consumption of Stores and Spares
Power and Fuel
Jobwork Charges
Repairs to Machinery
Repair and Maintenance (Others)
Insurance
Rates & Taxes
Carriage Inward
Design
Communication
Legal and Professional
Payment to Auditors
Internal Audit Fee
Travelling and Conveyance
Printing & Stationery
Books and Periodicals
Security Service Charges
Vehicle Running & Maintenance
Office Maintenance and Others
Director's Sitting Fees
Loss on sale of Fixed Assets
Charity and Donation
Festival Expenses
Membership & Subscription
Miscellaneous Expenditure
Balance Written Off
Advertisement & Publicity
Commission
-On Export Sales
Courier Charges
Packing and Forwarding
Gst- Demand/Penalty
EPF-Demand
Carriage Outward
Exhibition Expenses
Sampling and Product Promotion
Business Promotion
Other Selling Expenses
T O T A L		 6.26
3.68
117.63
102.62
243.54
254.31
46.21
33.42
19.20
24.35
16.76
16.80
12.36
12.85
4.51
4.64
2.01
1.46
4.48
4.71
50.39
54.68
2.25
2.25
4.80
4.80
33.50
35.44
4.37
5.38
0.04
0.02
5.89
5.62
23.57
24.15
4.23
4.71
2.30
2.00
-
0.08
1.69
1.57
1.08
0.97
1.23
2.07
0.24
-
-
5.27
0.31
0.32
171.55
160.91
12.56
14.43
35.37
23.69
0.27
0.44
8.00
0.00
17.10
20.26
18.29
23.16
0.27
0.11
2.28
1.59
76.32
65.12
950.86
917.88

70

Seasons Textiles Limited

P. RATIO ANAYLYSIS

P. RATIO ANAYLYSIS P. RATIO ANAYLYSIS
FY 2024-25 FY 2023-24
Ratio Numerator Denominator % Variance Explanation for any change
in the ratio by more than
25% as compared to the
preceding year.
(a) Current Ratio Current Assets Current Liabilities 1.78 1.86 -4.36 --
(b) Debt-Equity
Ratio		 Paid-up debt capital
(Long term
borrowings+Short term
borrowings)		 Shareholder’s Equity
(Total Equity)		 0.62 0.69 -10.10 --
(c) Debt Service
Coverage Ratio		 Earning before interest,
tax and depreciation &
amortisation		 Short & long term
borrowings		 0.14 0.15 -8.67 --
(d) Return on
Equity Ratio		 Profit for the year Average
Shareholder’s Equity		 -0.01 -0.01 59.78 Mainly due to increase in
loss during the year.
(e) Inventory
turnover ratio		 Revenue from operations Average Inventory 1.84 1.77 3.82 --
(f) Trade
Receivables
turnover ratio		 Revenue from operations Average trade
receivables		 4.02 4.00 0.56 --
(g) Trade
payables turnover
ratio		 Net purchases = Gross
purchases - purchase
return		 Average trade
payables		 3.82 3.86 -0.95 --
(h) Net capital
turnover ratio		 Revenue from
operations		 Average Working
Capital		 2.37 1.96 21.25 --
(i) Net profit ratio Profit for the year* Revenue from
operations		 -0.01 -0.01 -13.75 --
(j) Return on
Capital employed		 Earning before interest
and taxes		 Capital Employed** 0.03 0.04 -11.93 --
(k) Return on
investment		 Income generated from
invested funds
Average invested
funds in investments
NA		 NA NA NA
*Profit For The Year=Profit Before Tax
**Capital Employed= Tangible Net Worth + Total Long Term Debt + Deferred Tax Liabilities

71

Seasons Textiles Limited

NOTES FORMING PART OF FINANCIAL STATEMENTS

NOTE 1: CORPORATE INFORMATION

Seasons Tex�les Limited is a listed public Company domiciled in India and incorporated under the provisions of the Companies Act, 2013. The Company is engaged in the Manufacturing, Trading and Export of Furnishing Fabrics.

NOTE 2 :SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Prepara7on of Financial Statements:

  • The Financial Statements have been prepared under the historical cost conven�on on accrual method of accoun�ng (except Land which is recognized at deemed cost on the basis of fair values), in accordance with, the Indian Accoun�ng Standards (Ind As) and the relevant provisions of the Companies Act, 2013. The Ind As are prescribed under Sec�on 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accoun�ng Standards) Rules,2015 and Companies (Indian Accoun�ng Standards) Amendment Rules,2016.

B. Statement of Compliance:

The financial statements have been prepared in accordance with IndAS no�fied under the Companies (Indian Accoun�ng Standards) Rules,2015.

C. Use of Es7mates:

The prepara�on of financial statements in conformity with Ind AS requires management to make es�mates and assump�ons that affect the reported amount of assets, liabili�es, revenue and expenses during the repor�ng period. Although such es�mates and assump�ons are made on a reasonable and prudent basis taking into account all available informa�on, actual results could differ from these es�mates & assump�ons and such differences are recognized in the period in which the results are crystallized.

D. Property, Plant & Equipment:

All Property, Plant & Equipment are capitalised at cost inclusive of installa�on and directly aCributable expenses.

Property, Plant & Equipment except Land are stated at cost. Land is stated at fair valua�on done based on the principles of Ind AS 113 and the principles defined in the Ind AS 16. Cost includes interest on borrowed capital used for construc�on of fixed assets and of expenditure incurred during the construc�on period on a fair and reasonable basis

E. Intangible Assets:

Intangible Assets are stated at cost of acquisi�on less accumulated amor�za�on.

F. Depreciation:

Deprecia�on on Property, Plant & Equipment has been charged on straight line method and provided over the useful life of the assets based on the useful life for the tangible assets prescribed under Schedule II of Companies Act, 2013.

The cost of Intangible assets is amortized over a period of fifteen years the estimated economic useful life of the assets.

72

Seasons Textiles Limited

G. Inventories :

  • Inventories are valued at lower of cost and net realisable value as estimated by the management. Cost comprises of all cost of purchase, cost of conversion and other cost incurred in bringing the inventories to their present location and condition. The principles of First in first out have been used in the valuation of Inventories.

H. Foreign Currency Transactions and Translations:

  • The functional currency of the Company is Indian Rupees. These financial statements are presented in Indian Rupees. Foreign currency monetary items are translated using the closing rate at the end of each reporting period. Non monetary items that are measured in terms of historical cost in foreign currency are translated using the exchange rate at the date of the transaction. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognized in thestatement of profit and loss in the period in which they arise.

I. Revenue Recogni7on:

  • Revenue recogni�on has been adhered based upon the principles of Ind AS 18. Based on the principles as men�oned in the standards, following have been adhered :

1) Consignment Sales

  • The consignment sales have been accounted for on sales effected by the consignee.

2) Other Sales

  • Sales are accounted for net of GST. Sale of products are recognized on transfer of property in goods as per agreed terms.

3) Other Incomes

  • All income items in all material aspects having bearing on the financial statement are recognized on accrual basis.

J. Provisions, Con7ngent Liabili7es and Con7ngent Assets:

  • For the provisions, con�ngent liabili�es and con�ngent assets, provisions of Ind AS 37 have been adhered. A provision is recognised when the company has a present obliga�on as a result of a past event and it is probable that an ouRlow of resources will be required to seCle the obliga�on and in respect of which a reliable es�mate can be made. Provisions are determined based on management es�mate required to seCle the obliga�on at the balance sheet date and are not discounted to present value. Con�ngent liabili�es are disclosed on the basis of judgment of the management/independent experts. Con�ngent Assets are also disclosed on the basis of judgment of the management/independent experts. These are reviewed at each balance sheet date and are adjusted to reflect the current management es�mate.

K. Employees Benefts:

Ind AS 19 on the aspects of employee benefits have been adhered and the actuarial impact have been shown in the other comprehensive income.

1) Short Term Employee Benefits:-

  • Short Term Employee Benefits are recognized as an expense on an undiscounted basis in the Profit & Loss account of the year in which the related service is rendered.

73

Seasons Textiles Limited

2) Post Employment Benefits:-

(a) Defined Contribu7on Plan:

The Employer’s contribu�on to the Provident Fund and Pension Scheme, a defined contribu�on plan is made in accordance with the Provident Fund Act, 1952 read with the Employees Pension Scheme, 1995

( b) Defined Benefit Plan:

The liability for gratuity is provided through a policy taken from Life Insurance Corpora�on of India (LIC) by an approved trust formed for that purpose. The present value of the company’s obliga�on is determined on the basis of actuarial valua�on at the year end and the fair value of plan assets is reduced from the gross obliga�ons under the gratuity scheme to recognize the obliga�on on a net basis

L. Taxa7on:

Provision for current tax is made and retained in the accounts on the basis of estimated tax liability as per the applicable provisions of the Income Tax Act, 1961.

  • (a) Deferred tax assets and liability are recognised for timing differences, using the balance sheet approach, based on tax rates that have been enacted or substantively enacted by the Balance Sheet date. Where there are unabsorbed depreciation or carry forward losses, Deferred tax assets are recognised only if there is virtual certainly of realisation of such assets. Other deferred tax assets are recognised only to the extent there is reasonable certainly of realisation in future.Ind AS 12 principles have been adhered on the calculation of deferred taxes using the Balance sheet approach and the same are accounted in the non current assets/ liabilities depending upon the workings on the amounts provided.

M. Borrowing Costs:

Borrowing costs that are aCributable to the acquisi�on of or construc�on of qualifying assets are capitalized as part of the cost of such assets. A qualifying assets is one that necessarily takes substan�al period of �me to get ready for its intended use. All other borrowing costs are charged to revenue.

N.Impairment of Assets:

Intangible Assets and property, plant & equipment

Intangible assets and property, plant & equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. For the purpose of impairment tes�ng, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such case, the recoverable amount is determined for the CGU to which the asset belongs.

If such assets are considered to be impaired, the impairment to be recognized in the statement of profit and loss is measured by the amount by which the carrying value of the assets exceeds the es�mated recoverable amount of the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the es�mates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amor�za�on or deprecia�on) has no impairment loss been recognized for the asset in prior years.

74

Seasons Textiles Limited

Financial Assets

The Company recognizes loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair value through profit or loss.

Loss allowance for trade receivables with no significant financing component is measured at an amount equal to life�me ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12 month ECL, unless there has been a significant increase in credit risk from ini�al recogni�on in which case those are measured at life�me ECL.

O. Earning Per Share:

The earnings considered in ascertaining the Company's EPS comprises of net profit aLer tax. The number of shares used in compu�ng basic EPS is the weighted average number of shares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, aLer adjus�ng for the effects of poten�al dilu�ve equity shares unless the effect of the poten�al dilu�ve share is an�-dilu�ve.

P. Fair Value Measurement:

All assets and liabili�es for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market price in ac�ve markets for iden�cal assetsor liabili�es

Level 2 – Valua�on techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3- Valua�on techniques for which the lower level input that is significant to the fair value measurement is Unobservable

For assets and liabili�es that are recognized in the financial statements on a recurring basis, Seasons Tex�les Ltd. determines whether transfers have occurred between levels in the hierarchy by reassessing categoriza�on (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each repor�ng period or each case.

For the purpose of fair value disclosure, Seasons Tex�les Ltd. has determined classes of assets and liabili�es on the basis of the nature, characteris�cs and risks of the asset or liability and the level of the fair value hierarchy as explained above.

This note summarizes accoun�ng policy for fair value. Other fair value related disclosures are given in the relevant notes.

  • Disclosures for valua�on methods, significant es�mates and assump�on

  • Quan�ta�ve disclosures of fair value measurement hierarchy

Q.Current versus non-current classifca7on:

The Company presents assets and liabili�es in the balance sheet based on current/non-current classifica�on. An asset is treated as current when it is:

  • (a) expected to be realised in, or is intended to be sold or consumed in normal operating cycle;

  • (b) held primarily for the purpose of being traded;

  • (c) expected to be realised within 12 months after the reporting date; or

  • (d) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting date.

75

Seasons Textiles Limited

A Liability is current when:

  • (e) it is expected to be settled in normal operating cycle;

  • (f) it is held primarily for the purpose of being traded;

  • (g) it is due to be settled within 12 months after the reporting date; or

  • (h) the Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Opera7ng cycle

Opera�ng cycle is the �me between the acquisi�on of assets for processing and their realisa�on in cash or cash equivalents. The Company has iden�fied twelve months as its opera�ng cycle.

R. Risk Management and disclosures:

In compliance with Ind AS 107 with regard to disclosures - T he nature and extent of risks arising from financial instruments to which Seasons Tex�les Limited is exposed during the period and at the end of the repor�ng period, and how Seasons Tex�les Limited is managing these risks.

i) Credit risk

Credit risk is the risk that a counter party will not meet its obliga�ons under a financial instrument or customer contract, leading to a financial loss. The company is exposed to credit risk from its opera�ng ac�vi�es (primarily trade receivables) and from its financing ac�vi�es including loans/advances etc given to employees.

ii) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obliga�ons without incurring unacceptable losses.

iii) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk:

  1. Currency rate risk,

  2. Interest rate risk and

  3. Other price risks, such as equity price risk and commodity risk.

Financial instruments affected by market risk include loans and borrowings, deposits and investments.

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The company is into export business as well and there are risks in rela�on to foreign currency exposure for the un-hedged por�on.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

Environment:- The company operates in a market oriented environment. There is a s�ff compe��on from various players in the domes�c and interna�onal market as well.

76

Seasons Textiles Limited

Any varia�on in prices of material, interest rate, currency exchange rate varia�ons and other price risk varia�ons impact the profitability of the company.

Management of those Risks (mi7gants)-

  1. The Company extends credit to customers in normal course of business. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored and any expected losses are provided for as well.

  2. The Company evaluates the concentra�on of risk with respect to trade receivables as low, as its customers are mainly Distributors and exports and the past track records do not envisage any defaults on the payments seen so far and all payments are either though LC or through secured payments.

  3. The Company does not envisage either impairment in the value of receivables from customers or loss due to �me value of money due to delay in realiza�on of trade receivables.

  4. However, the Company assesses outstanding trade receivables on an ongoing basis considering changes in opera�ng results and payment behavior and provides for expected credit loss on case-to-case basis.

  5. As at the repor�ng date, company does not envisage any default risk on account of nonrealisa�on of trade receivables.

NOTE-26 OTHERNOTES ON ACCOUNTS

(All figures are in '00000 except otherwise stated)

  • a. Previous year figures have been re-arranged and regrouped to make it comparable with the current year figures.

  • b. Contingent Liabilities and Commitments to the extent not provided for:-

Contingent Liabilities

  • a. Foreign bill (Export) Rs.42.37 & under letter of Credit Rs.244.41(Previous Year Foreign Bill (Export) Rs.143.30 & under letter of Credit Rs.269.12)

Commitments

  • a. Estimated amount of contract remaining to be executed on Capital Account and not provided for is – NIL

  • b . All the known liabilities have been provided for and there are no disputed liabilities as confirmed by the directors

  • c. Wherever the balance confirmation is not available from the parties, the balances as appearing in the books of account have been considered.

  • d. Profit & Loss account includes remuneration to Auditors as given below:

77

Seasons Textiles Limited

PARTICULARS
For Statutory Audit
For Tax Audit
Total		 YEAR ENDED
31ST MARCH,2025
(Rs.)
YEAR ENDED
31ST MARCH,2024
(Rs.)
2.00
2.00
0.25
0.25
2.25
2.25
  • e. Payment to Directors by way of Remuneration
PARTICULARS
Salary
Perquisites
P.F. and other funds
Total		 YEAR ENDED
31ST MARCH,2025
(Rs.)
YEAR ENDED
31ST MARCH,2024
(Rs.)
32.99
16.43
39.92
19.96
3.96
4.79
53.38
64.67
  • f . Related Party Disclosures :

Disclosures of Related Party are as given below:

  • 1) List of Related Parties

  • Key management personnel: Inderjeet S. Wadhwa.

  • Relatives: Gursheen Wadhwa, Neelam Wadhwa. Other Related Parties: S9 Home LLP

2) Transac7on with related par7es
Rs. In lacs
Nature of
Transac7ons		 YEAR ENDED 31ST MARCH, 2025 YEAR ENDED 31ST MARCH, 2024
Key
managerial
personnel		 Rela7ves Other
Related
Par7es		 Key
managerial
personnel		 Rela�ves Other
Related
Par�es
1 Sales and other
income		 - - 73.87 - - 124.53
2 Expenditure or
services		 - - 2.37 - - 9.59
3 Outstanding
Balances-
Debtors		 - - 163.66 - - 182.90
4 Managerial
Remunera�on		 53.38 18.52 - 64.67 10.45 -

g. Basic and Diluted Earning per share (EPS)

.
Basic and Diluted Earning per share (EPS)
(In Rupees)
PARTICULARS YEAR ENDED
31ST MARCH, 2025		 YEAR ENDED
31ST MARCH, 2024
Loss available to equityshareholders (33.53) (21.07)
Weighted average number of Equityshares 74,90,300 74,90,300

78

Seasons Textiles Limited

EPS(Basic and diluted)Rupeesper share (0.45) (0.28)
Nominal Value of Share Rs.10 Rs.10

h. Segmental Information: -

The Company has only one business segment of Textiles only. The company operates its business from India. Therefore, there is only one business and geographical segment.

i . Deferred Taxation:

In accordance with Indian Accounting Standard (Ind AS) the deferred tax liability (on account of timing difference) for the current year amounted to Rs.182.64. (Previous year Rs.175.97).

  • j. In the opinion of the management, the Current Assets, Loans and Advances have a value on realisation in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet.

  • k. In terms of Ind AS 36 on Impairment of Assets, the assets are not impaired because the recoverable amount of fixed assets collectively determined by the present value of estimated future cash flows is higher than its carrying value.

  • l. Tour and Travelling Expenses include Rs.6.75. (Previous Year Rs.9.01) on account of Directors.

m. VALUE OF IMPORT ON CIF BASIS:

YEAR ENDED YEAR ENDED 31.03.2025 31.03.2024 (Rs.) (Rs.) a. Raw Material 1.80 1.43

  • n. EXPENDITURE IN FOREIGN CURRENCY:-
PARTICULARS YEAR ENDED
31.03.2025		 YEAR ENDED
31.03.2024
(Rs) (Rs)
Travelling 3.45
4.85
Commission on Sales 171.56 160.91
Foreign Bank Charges 2.94 2.76
Exhibition Expenses 15.62 19.31
TestingFees 1.00 0.74
Spare Parts 3.88 2.14
TOTAL 198.45 190.71

o . EARNING IN FOREIGN CURRENCY:

FOB Value of Export

YEAR ENDED YEAR ENDED 31.03.2025 31.03.2024 (Rs.) (Rs.) 2224.16 2119.20

p. Statement of Cash Flow :

The Statement of Cash Flow has been compiled from and is based on the Balance Sheet as on March 31, 2025 and Profit & Loss Account for the year ended on that date.

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Seasons Textiles Limited

The Cash Flow Statement has been prepared on the basis of indirect method as set out in the Indian Accounting Standard (Ind AS) 7 on Statement of Cash Flow issued by the Institute of Chartered Accountants of India.

q. Other Statutory Information

  • The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

  • The Company does not have any transactions with companies struck off.

  • The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

  • The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

  • The Company has not advanced or loaned or invested funds in any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

  • (a) directly or indirectly lend or invest in other persons or entities identified in

any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries)

or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

  • The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

  • (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries)

  • (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

  • The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year inthe tax assessments under the Income Tax Act, 1961 such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

As per our Separate Report of

even date as annexed hereto.

For M/s Bhatia & Bhatia Chartered Accountants Firm's Registration Number- 003202N

For and on behalf of the Board

C.A. Ravinder Bhatia Inderjeet S. Wadhwa Kavita Rani Proprietor Chairman & Managing Director Director Membership No. 017572 UDIN:25017572BMKNRE4782 Sanjay Katyal Saurabh Arora Chief Financial Officer Company Secretary Place: New Delhi Date: 20/05/2025

80

SEASONS TEXTILES LIMITED

CIN - L74999DL1986PLC024058

Regd. Off: Corp Office/Mailing Address: B-18, Sectror-5, Noida, 201 301 (U.P.), INDIA Tel: -91 120 4690000, Fax: +91 120 4351485 Registered Office: 26, Froze Gandhi Road (Lower Ground Floor), Lajpat Nagar 3, New Delhi 110024 Tel: +91 11 47675000, fax: +91 11 41805599, E mail: [email protected]| Website: www.seasonsworld.com

Dear Shareholder(s),

RE: UPDATION OF PAN, KYC, NOMINATION, BANK DETAILS, ETC.

Your attention is drawn to recent SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/ P/CIR/2021/655 dated November 3, 2021 read with clarification circular No. SEBI/HO/ MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021, wherein it has been decided by the SEBI to mandatorily update the PAN, KYC, Nomination details, Bank details, Contact details and Specimen Signature of all shareholders holding shares in physical form and compulsory linking of PAN with Aadhaar No. by all shareholders.

In the said circular, SEBI has also stipulated that if the shareholders holding shares in physical mode do not update the PAN, KYC and Nomination details or these details are not made available to the Company and their Registrar and Share Transfer Agents (RTA) by March 31, 2023, then such Folios shall be frozen by RTA on or after April 1, 2023 as per the directive issued by SEBI.

Therefore, you are requested to comply with the following procedure to avoid any freezing of Folios: -

1. First link your PAN with Aadhaar latest by March 31, 2022. Update the valid PAN with RTA in Form ISR-1 latest by March 31, 2023. A copy of Form ISR-1 is enclosed herewith. The same is also available on the website of the Company.

2. Update your KYC details in Form ISR-1 and Nomination details in Form SH-13 with our RTA latest by March 31, 2023. Copies of Form ISR-1 and Form SH-13 are enclosed herewith. The same are also available on the website of the Company.

3. If you want to register/update your Signature in the Company/RTA records, submit Form ISR-2 duly verified by your Banker. A copy of Form ISR2 is enclosed herewith. The same is also available on the website of the Company.

4. In case you do not wish to nominate any person(s) with whom shall vest, all rights in respect of such shares in the event of his/her death, you are requested to file “Declaration to Opt-out” in Form ISR-3 with our RTA. A copy of Form ISR-3 is enclosed herewith. The same is also available on the website of the Company.

5. If you want to change/cancel the existing nomination, then Submit:

  • a) Form SH-14 for to change in the nomination details.

  • b) Form SH-14 and Declaration to Opt-out (Form ISR-3) for cancellation of existing nomination.

Copies of Form SH-14 & Form ISR-3 are attached. The same are also available on the website of the Company.

  1. Submit Bank Account details (Name of Bank with Branch address, Account Number, IFS Code) to our RTA.

  2. Submit Contact Details, i.e., Email Address and Mobile Number to our RTA.

You are requested to kindly update your Email ID and Mobile No. to our RTA for records as well as for receiving communications by electronic means.

If you have already updated all the information stated above with Company/RTA, kindly ignore this letter.

Please note the following contact details of our RTA to enable you to submit your PAN/KYC/Nomination/Bank details and to seek any clarification, etc.:

Registrar & Share Transfer Agent(RTA):

Skyline Financial Services Private Limited

D-153 A| Ist Floor | Okhla Industrial Area, Phase - I | New Delhi-110 020. Direct no Tel: 011-40450193-97/011-26812682-83

Fax: +91 11 26812682 | Web:www.skylinerta.com E -mail: [email protected]

Thanking you,

Yours faithfully,

For SEASONS TEXTILES LIMITED

Sd/-

SAURABH ARORA Company Secretary and Compliance Officer

Encl.: 1) Form ISR - 1

  • 2) Form ISR - 2

  • 3) Form ISR – 3

  • 4) Form ISR – 4

  • 5) Form SH - 13

  • 6) Form SH - 14

1

Form ISR – 1

REQUEST FOR REGISTERING PAN, KYC DETAILS OR CHANGES / UPDATION THEREOF

[For Securities (Shares / Debentures / Bonds, etc.) of listed companies held in physical form]

  • A. I / We request you to Register / Change / Update the following (Tick  relevant box)

PAN
PAN
PAN
Address

Bank details
E-mail ID

Signature
Mobile number
Security Details:
Name of the Issuer Company ADINATH TEXTILES LIMITED
Folio No.:
Name(s) of the Security holder(s)
as per the Certificate(s)		 1.
2.
3.
Number & Face value of securities No.
Face value@ Rs. 10.00/- each
Distinctive number of securities From
To
I / We are submitting documents as per Table below(tick as relevant, refer to the instructions):
Document / Information /
Details		 Instruction / Remark
1 PAN of (all) the (joint) holder(s)
PA
to		 N
A
- Whether it is Valid (linked
dhaar): Y / N		 .......................................................................................................................................
PAN shall be valid only if it is linked to Aadhaar by March 31, 2022*
2 Demat Account Number .....................................................................................................................................
Also provide client master list (CML) on your Demat Account provided by Depository Participant
3 Proof of Address of the first
holder		 Provide any one of the documents, only if there is change in the address;
•
Client Master List(CML)of your Demat Account, provided by the Depository Participant
•
Valid Passport / Ration Card / Registered Lease or Sale Agreement of Residence / Driving
License / Flat Maintenance bill /Aadhar card/Utility bill like Telephone bill (Only
Landline), Electricity or Gas bill not more than 3 months old.
4 Bank details Provide original cancelled cheque with name of the security holder printed on it. Or Bank
Passbook or bank statement attested by the bank.
5 E-mail address ......................................................................................................................................
Alternatively the e-mail address available in the CML will be updated in the folio
6 Mobile ......................................................................................................................................
Alternatively the mobile number available in the CML will be updated in the folio
  • B. Security Details:

C.

*Or any dates as may be prescribed by CBDT

Authorization: I / We authorise you (RTA) to update the above PAN and KYC details in my / our folio (s). .................................. in which I / We are the holder(s) (strike off what is not applicable).

Declaration: All the above facts stated are true and correct.

Holder 1 Holder 2 Holder 3
Signature
Name
Full address with Pincode

2

Form ISR – 2

Confirmation of Signature of securities holder by the Banker

1.
Bank Name and Branch
2.
Bank contact details
Postal Address
Phone number
E-mail address
3.
Bank Account number
4.
Account opening date
5.
Account holder(s) name(s)		 1)
2)
3)
6.
Latest photograph of the account holder(s)
1stHolder		 2
nd
Holder
3rdHolder
7.
Account holder(s) details as per Bank Records
a)
Address
b)
Phone number
c)
Email address
d) Signature(s)
1)
2)		 3)
Seal of the Bank Signature verified as recorded with the Bank
(Signature)
Place: Name of the Bank Manager
Employee Code
Date: E-mail address

3

Form ISR - 3

Declaration Form for Opting-out of Nomination by holders of physical securities in Listed Companies

[Under Section 72 r/w Section 24 (1) (a) of Companies Act, 2013 r/w Section 11(1) and 11B of SEBI Act, 1992 and Clause C in Schedule VII and Regulation 101 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)]

Name of the Company : SEASONS TEXTILES LIMITED

Registered Address of the Company : B-18, Sectror-5, Noida, 201 301 (U.P.), INDIA

I / we ...................................................................... the holder(s) of the securities particulars of which are given hereunder, do not wish to nominate any person(s) in whom shall vest, all the rights in respect of such securities in the event of my /our death.

PARTICULARS OF THE SECURITIES (in respect of which nomination is being opted out)

Nature of Securities Folio No. No. of Securities Certificate No. Distinctive No.

I/ we understand the issues involved in non-appointment of nominee(s) and further are aware that in case of my / our death, my / our legal heir(s) / representative(s) are required to furnish the requisite documents / details, including, Will or documents issued by the Court like Decree or Succession Certificate or Letter of Administration / Probate of Will or any other document as may be prescribed by the competent authority, for claiming my / our aforesaid securities.

Name(s) and Address of Security holders(s) Signature(s) Sole / First Holder Name

Second Holder Name

Third Holder Name

Name and Address of Witness Signature

4

Form ISR- 4

(see circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 on Issuance of Securities in

dematerialized form in case of Investor Service Requests)

Request for issue of Duplicate Certificate and other Service Requests

(for Securities - Shares / Debentures / Bonds, etc., held in physical form)

Date: / /

A. Mandatory Documents / details required for processing all service request:

I / We are submitting the following documents / details and undertake to request the Depository Participant to dematerialize my / our securities within 120 days from the date of issuance of Letter of Confirmation, received from the RTA/Issuer Company (tick üas relevant, refer to the instructions):

  • Demat Account No. (If available):

Provide Client Master List (CML) of your Demat Account from the Depository Participant*

  • Provide the following details, if they are not already available with the RTA (see SEBI circular dated November 03, 2021 in this regard)
PAN Specimen Signature
Nomination / Declaration to Opt-out
  • (Your address, e-mail address, mobile number and bank details shall be updated in your folio from the information available in your CML). You can authorize the RTA to update the above details for all your folios. In this regard, please refer to and use Form ISR-1 in SEBI circular dated November 03, 2021.

B. I / We request you for the following (tickrelevant box)

 Issue of Duplicate certificate

 Replacement / Renewal / Exchange of securities certificate

 Sub-division / Splitting of securities certificate

 Consolidation of Securities certificate 

 Claim from Unclaimed Suspense Account

 Endorsement

  • Consolidation of Folios

 Transmission

 Transposition (Mention the new order of holders here)

C. I / We are enclosing certificate(s) as detailed below:**

Name of the Issuer Company Folio Number Name(s) of the security holder(s) as per the certificate(s) 1. 2. 3.

Certificate numbers Distinctive numbers Number & Face value of securities

** Wherever applicable / whichever details are available

D. Document / details required for specific service request:

  • I.  Duplicate securities certificate

  • II.  Claim from Unclaimed Suspense Account

5

(in numbers) (in words)

Securities claimed

  • III.  Replacement / Renewal / Exchange of securities certificate

(that is defaced, mutilated, torn, decrepit, worn out or where the page on the reverse is fully utilized)

  • IV.  Endorsement

  • V.  Sub-division / Splitting of securities certificate

  • VI.  Consolidation of securities certificate/Folios

  • VII.  Transmission

  • VIII.  Transposition

Provide / attach original securities certificate(s) for request for item numbers III to VIII above.

Declaration: All the above facts stated are true and correct to best of my / our knowledge and belief.

Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 2 Security Holder 2 Security Holder 2 Security Holder 2 Security Holder 2 Security Holder 2 Security Holder 2 Security Holder 3 Security Holder 3 Security Holder 3 Security Holder 3 Security Holder 3 Security Holder 3
Signature
Name
Full address
PIN

After processing the service request, the RTA shall issue a ‘Letter of Confirmation’ to the securities holder/claimant, which is valid only for 120 days. Using this ‘Letter of Confirmation’, the securities holder/claimant shall request the DP to dematerialize the securities, failing which the securities shall be credited to the Suspense Escrow Demat Account of the Company.

6

Form No. SH-13

Nomination Form

[Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and Debentures)

Rules 2014]

To

Name of the Company : SEASONS TEXTILES LIMITED

Registered Address of the Company : B-18, Sectror-5, Noida, 201 301 (U.P.), INDIA

I/We ........................................................................... the holder(s) of the securities particulars of which are given hereunder wish to make nomination and do hereby nominate the following person in whom shall vest, all the rights in respect of such securities in the event of my/our death.

  • (1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)

Nature of Securities Folio No. No. of Securities Certificate No. Distinctive No.

  • (2) PARTICULARS OF NOMINEE/S

  • (a) Name:

  • (b) Date of Birth:

  • (c) Father’s/Mother’s/Spouse’s name:

  • (d) Occupation:

  • (e) Nationality:

  • (f) Address:

  • (g) E-mail id:

  • (h) Relationship with the security holder:

  • (3) IN CASE NOMINEE IS A MINOR.

  • (a) Date of birth:

  • (b) Date of attaining majority:

  • (c) Name of guardian:

  • (d) Address of guardian:

Name & Add of Security holder (s) Name & Address of witness:
Name: Name:
Add: Add:
Signature: Signature:

7

Form No. SH-14

Cancellation or Variation of Nomination

[Pursuant to sub-section (3) of section 72 of the Companies Act, 2013 and rule 19(9) of the Companies

(Share Capital and Debentures) Rules 2014]

Name of the company : SEASONS TEXTILES LIMITED

I/We hereby cancel the nomination(s) made by me/us in favor of ...................................................................................................................................

................................... (name and address of the nominee) in respect of the below mentioned securities.

or

I/We hereby nominate the following person in place of................................................................ as nominee in respect of the below mentioned securities in whom shall vest all rights in respect of such securities in the event of my/our death.

(1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being cancelled / varied)

Nature of Securities Folio No. No. of Securities Certificate No. Distinctive No.

(2) (a) PARTICULARS OF THE NEW NOMINEE:

  • i. Name:

  • ii. Date of Birth:

  • iii. Father’s/Mother’s/Spouse’s name

  • iv. Nationality:

  • v. Address:

  • vi. E-mail id:

  • vii. Relationship with the Security holder:

(b) IN CASE NEW NOMINEE IS A MINOR—

  • i. Date of Birth:

  • ii. Date of attaining majority

  • iii. Name of guardian:

  • iv. Address of guardian:

Signature

Name of the Security Holder (s)

Witness with name and address

8

KYC FORM

(Only for physical shareholding)

To,

Skyline Financial Services Pvt Ltd

D-153A, 1[st] Floor | Okhla Industrial

Date: // //

FolioNo:

No of Shares:

– Area, Phase I,

New Delhi-110 020.

Dear Sir/ Madam,

Unit: Seasons Textiles Limited

We wish to update the KYC and in this matter are forwarding herewith the required supporting documents by ticking in the appropriate checkbox below

A. For registering PAN of the registered and/ or joint shareholders (as applicable)

Registered shareholder Joint holder 1 Joint holder 2 Joint holder 3 Please attach self- attested legible copy of PAN card (exempted for Sikkim Shareholders).

B. For registering Bank details of the registered shareholder

  1. In cases wherein the original cancelled cheque leaf has the shareholder's name printed

==> picture [17 x 17] intentionally omitted <==

Aadhar/ Passport/ Utility bill Original cancelled cheque leaf

  1. In cases wherein the cancelled cheque leaf does NOT contain the shareholder’s name printed on it

Aadhar/ Passport/ Utility bill Original cancelled cheque leaf Bank Passbook/ Bank Statement Please note that bank passbook/ Bank Statement should be duly attested by the officer of the same bank with his signature, name, employee code, designation, bank seal & address stamp, phone no. and date of attestation.

C. For updating the Specimen Signature of the registered and/ or joint shareholders

  1. In cases wherein the original cancelled cheque leaf has the shareholder's name printed

==> picture [17 x 17] intentionally omitted <==

Affidavit Banker verification Original cancelled cheque leaf

2. In cases wherein the cancelled cheque leaf does NOT contain the shareholder’s name printed on it

==> picture [17 x 18] intentionally omitted <==

Affidavit Banker verification Original cancelled cheque leaf

==> picture [17 x 18] intentionally omitted <==

Bank Passbook/ Bank Statement

  • The format of Banker Verification on the website of the Company www.isgec.com under Investor Relations/ Financials/ Compliance Section.

  • Please note that Bank passbook/ Bank Statement should be duly attested by the officer of the same bank with his signature, name, employee code, designation, bank seal & address stamp, phone no. and date of attestation.

D. For Updating the email id for the purpose of receiving all communications in electronic mode

E. For updating the Mobile No

I /We hereby state that the above-mentioned details are true and correct and we consent towards updating the particulars based on the self-attested copies of the documents enclosed with this letter by affixing my/our signature(s) to it.

==> picture [105 x 33] intentionally omitted <==

SEASONS TEXTILES LIMITED CIN - L18101DL1986PLC024058

Regd. Off: 26, Feroze Gandhi Road, Lower Ground Floor, Lajpat Nagar - III, New Delhi -110 024 Phone: 0120-4690000, Fax: 0120-4351485, Website: www.seasonsworld.com, Email: [email protected]

Notice of 39[th] Annual General Meeting

NOTICE is hereby given that the Thirty Ninth Annual General Meeting) (AGM) of SEASONS TEXTILES LIMITED will be held on 19 August 2025 at 12:30 p.m. through Video Conferencing (VC) or Other Audio Visual Means (OAVM) for which purpose the Registered Office of the Company situated at 26, Feroze Gandhi Road, Lower Ground Floor, Lajpat Nagar - III, New Delhi -110 024 shall be deemed as the venue for the Meeting and the proceedings of the 39[th] (Thirty Ninth) Annual General Meeting shall be deemed to be made thereat, to transact the following business:

AS ORDINARY BUSINESS:

  1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and the Auditor’s thereon.

  2. To appoint a director in place of Mr. Sumer Singh Wadhwa (DIN: 01585482) who retires by rotation and being eligible, offers himself for re-appointment.

AS SPECIAL BUSINESS:

3. Appointment of Mr. Sumer Singh Wadhwa (DIN: 01585482) as a Non-Executive Non-Independent Director of the Company and to consider and if thought fit, to pass with or without modification, the following resolution as Ordinary Resolution.

RESOLVED THAT , pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (the “Act”) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 17 (1C) & 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Sumer Singh Wadhwa (DIN: 01585482) who on the recommendation of the Nomination and Remuneration Committee, was appointed as an Additional Director (Non- Executive Non-Independent) by the Board of Directors at board of Directors meeting held on Tuesday May 20, 2025 in terms of Sections 161 (1) of the Act and whose term of office expires at this Annual General Meeting (AGM) and in respect of whom the Company has received a notice in writing, under Section 160 of the Act, proposing he candidature for the office of Director and who has consented to act as a Director and has submitted the required declarations, be and is hereby appointed as a Director ( Non-Executive Non-Independent) of the Company, liable to retire by rotation.”

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4. Appointment of Secretarial Auditors of the Company.

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, if any and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and subject to receipt of such other approvals, consents and permissions as may be required, M/s. Pramod Kothari & Co., Company Secretaries in Practice (Firm Registration Number S2012UP197900) be and are hereby appointed as Secretarial Auditors of the Company for a term of 5 (five) consecutive years i.e. from the financial year 2025-26 to 2029-30 at a remuneration to be fixed by the Board of Directors of the Company or any Committee of the Board of Directors (‘the Board’).

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, things and to sign all such documents and writings as may be necessary to give effect to this resolution and for matters connected therewith or incidental thereto.”

By Order of the Board of Directors

Place: New Delhi (Saurabh Arora) Date: 20-05-2025 Company Secretary Registered office:

26, Feroze Gandhi Road, Lower Ground Floor, Lajpat Nagar - III, New Delhi -110 024

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Notes:

  1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), which sets out details relating to Special Business (being considered unavoidable by the Board of Directors) at the meeting, is attached with this Notice of 39[th] Annual General Meeting (‘AGM’).

  2. Pursuant to the General Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs followed by General Circular No. 20/2020 dated May 05, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 21/2021 dated December 14, 2021, General Circular No. 02/2022 dated May 05, 2022, General circular No. 10/2022 dated December 28, 2022, General circular No. 09/2023 dated September 25, 2023 and General circular No. 09/2024 dated September 19, 2024 (“MCA Circulars”), Annual General Meeting (AGM) can be conducted through Video Conferencing (‘VC’) or 0ther Audio-Visual Means (‘0AVM’). Accordingly, physical attendance of the Shareholders at the venue of the meeting is not required. The Central Board of the Bank has decided to adopt the above guidelines issued by MCA in conducting the Annual General Meeting of the Bank. Hence, Shareholders can attend and participate in the ensuing Annual General Meeting through VC / 0AVM, which may not require physical presence of shareholders at a common venue. The deemed venue for the meeting shall be 26, Feroze Gandhi Road, Lower Ground Floor, Lajpat Nagar - III, New Delhi -110 024.

  3. In compliance with the aforesaid MCA Circulars and SEBI Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2022/62, SEBI/HO/CFD/ PoD2/P/CIR/2023/4, SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2023/167 and SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated May 12, 2020, May 13, 2022, January 5, 2023, October 7, 2023 and October 3, 2024 respectively, the Notice of AGM and Annual Report along with login details for joining the AGM through VC / OAVM facility including e-voting are being sent only through electronic mode to those Members whose email address are registered with the Company or DP or RTA, unless the Members have registered their request for physical copy of the same. Members may note that this Notice of AGM and Annual Report will also be available on Company’s website (www.seasonsworld.com), Stock Exchange’s website (www.bseindia.com) and Central Depository Services Limited (“CDSL”) website (www.evotingindia.com).

  4. Since the AGM is being held through VC/OAVM the physical attendance of members is dispensed with and no proxies would be accepted by the Company pursuant to the relevant MCA Circulars.

  5. Annual General Meeting has been convened through VC / 0AVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circulars and SEBI Circulars.

  6. Members who will be shareholders as on Tuesday August 12, 2025, can join the AGM 15 minutes before the commencement of the meeting at 12:30 p.m. (IST) and until the time of the conclusion of the meeting by following the procedure mentioned in this Notice.

  7. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to

  8. 3 | P a g e

at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding) as on Tuesday August 12, 2025, Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

  1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

  2. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote.

  3. The Company has published an advertisement in the newspapers containing the details about the AGM i.e. the conduct of the AGM through VC/OAVM, date and time of the AGM, availability of notice of the AGM along with Annual Report 2024-25 at the Company’s website and manner of registering the email IDs, Mobile No. and bank mandate of those Members who have not registered the said details with the Company/ Company’s Share Transfer Agent i.e. Skyline Financial Services Private Limited.

  4. Those Members who have not yet registered their email address are requested to get their email address registered by following the procedure given below:

  5. a) Securities in Physical mode:

    • Based on SEBI Circular SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, all holders of physical securities in listed companies shall register the postal address with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number also. In order to avail online services, the security holders may register e-mail ID. Holder can register/ update the contact details through submitting the requisite ISR-1 form along with the supporting documents, which may be downloaded from the website of RTA i.e., Skyline Financial Services Private Limited . Instruction and mode to submit the Form ISR(s) are given on RTA’s website. Individual letters were sent to those members who are holding shares in physical form and whose Folio’s are KYC non-compliant for furnishing their PAN, KYC details and Nomination. Members holding shares in physical form are requested to go through the requirements on the website of the Company at www.seasonsworld.com to furnish the requisite details.

b) Securities in Electronic mode

Members who have already registered their email address are requested to get their email address validated / updated with their respective Depository Participant, where Demat account is being maintained.

  1. To prevent fraudulent transactions, Members are requested to exercise due diligence and immediately notify the RTA of any change in their address and/ or bank mandate in respect of shares held in physical form and to their DPs in respect of shares held in dematerialized form. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holding should be obtained from the concerned DP and holding should be verified. The Securities and Exchange Board of India (‘SEBI’) has mandated the submission of PAN by every

  2. 4 | P a g e

participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their respective DP with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company/ RTA.

  1. The information required to be provided under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings, regarding the Directors who are proposed to be appointed/re-appointed and the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the businesses under item 2,3 and 4 set out above are annexed hereto.

14. Book Closure

  • The Register of Members and the Share Transfer Books of the Company shall remain closed from Wednesday, August 13, 2025, to Tuesday, August 19, 2025 (both days inclusive) for annual closing.

  • The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Companies Act, 2013 and the relevant documents referred to in the accompanying Notice and the Explanatory Statement will be made available electronically for inspection by the members of the Company, up to the date of the AGM. Members seeking inspection of such documents can send an email at [email protected]

  • SEBI has recently mandated furnishing of PAN, KYC details (i.e. Postal Address with Pin Code, email address, mobile number, and bank account details) and nomination details by holders of securities. Effective from April 01, 2023, any service requests or complaints received from the member, will not be processed by RTA till the aforesaid details/documents are provided to RTA. On or after October 01, 2023, in case any of the above cited documents/details are not available in the Folio(s), RTA shall be constrained to freeze such Folio(s). Relevant details and forms prescribed by SEBI in this regard are available on the website of the Company at www.seasonsworld.com

  • SEBI vide circular nos. SEBI/HO/OIAE/OIAE_IAD1/P/ CIR/2023/131 dated July 31, 2023 (updated as on December 20, 2023) and SEBI/HO/ OIAE/OIAE_ IAD-1/P/CIR/2023/135 dated August 4, 2023 read with master circular no. SEBI/HO/ OIAE/OIAE_IAD- 1/P/CIR/2023/145 dated August 11, 2023, had issued guidelines towards an additional mechanism for investors to resolve their grievances by way of Online Dispute Resolution (‘ODR’) through a common ODR portal. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievance with the Company/its RTA directly and through existing SCORES platform. Members can access the SEBI Circulars on the website of SEBI at https://www.sebi.gov.in.

  • SEBI has decided that securities of listed companies can be transferred only in dematerialized form with effect from April 01, 2019. In view of the above and to avail various benefits of dematerialisation, members are advised to dematerialize shares held by them in physical form.

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19. Nomination

Pursuant to Section 72 of the Companies Act, 2013 read with Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, the Members are entitled to make nomination in respect of shares held by them in physical form. The members desirous of making nominations may approach the Registrar and Share Transfer Agent, Skyline Financial Services Private Limited .

20. Questions and queries:

Members desiring any information/clarification on the accounts or any matter to be placed at the AGM are requested to write to the Company at [email protected] on or before August 12, 2025 from their registered email address mentioning their name, DPID Client ID / Folio no. and mobile number. The same will be replied by the Company suitably. Members desiring to seek information/clarification during the AGM on the accounts or any matter to be placed at the AGM may ask through the chat box facility provided by CDSL.

21. Speaker Registration

Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at [email protected] from August 8, 2025 (9:00 a.m. IST) to August 12, 2025 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company will select the speakers on first come first serve basis. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

22. E-voting

The businesses as set out in the Notice may be transacted through electronic voting system and the Company will provide a facility for voting by electronic means. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the Secretarial Standard on General Meetings and regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer the facility of voting through electronic means. The said facility of casting the votes by the members using electronic means will be provided by the Central Depository Services (India) Limited (CDSL).

A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date of Tuesday, August 12, 2025 shall be entitled to avail the facility of remote e-voting or e-voting on the day of the AGM. Persons who are not members as on the cut-off date should treat this notice for information purposes only.

The members who have cast their vote through remote e-voting prior to the AGM may also attend the AGM through VC/OAVM but shall not be entitled to cast their vote again.

The remote e-voting period commences on Saturday, August 16, 2025 at 10:00 A.M. (IST) and ends on Monday, August 18, 2025 at 05:00 P.M. (IST). During this period, members of the Company holding shares either in physical or dematerialised form, as on the cut-off date of

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Tuesday, August 12, 2025, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter.

The results of the electronic voting shall be disclosed to the Stock Exchanges along with the Scrutinizer’s Report and shall be placed on the website of the Company i.e. www.seasonsworld.com

23. THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

  • Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  • Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (i) The voting period begins on August 16, 2025 at 10:00 A.M and ends on August 18, 2025 at 5:00 P.M During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date August 12, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

  • (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

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  • (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders Login Method
Individual
Shareholders
holding securities in
Demat mode with
CDSL Depository		 1) Users who have opted for CDSL Easi / Easiest facility, can login through their
existing user id and password. Option will be made available to reach e-
Voting page without any further authentication. The users to login to Easi /
Easiest are requested to visit cdsl website www.cdslindia.com and click on
login icon & My Easi New (Token) Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user
will be able to see e-Voting page of the e-Voting service provider for casting
your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting. Additionally, there is also links provided to access
the system of all e-Voting Service Providers, so that the user can visit the e-
Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at
cdsl website www.cdslindia.com and click on login & My Easi New (Token)
Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available
on www.cdslindia.com home page. The system will authenticate the user
by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.
Individual
shareholders
holding securities in
demat mode with
NSDL Depository		 1) If you are already registered for NSDL IDeAS facility, please visit the e-
Services website of NSDL. Open web browser by typing the following URL:
https://eservices.nsdl.com either on a Personal Computer or on a mobile.
Once the home page of e-Services is launched, click on the “Beneficial
Owner” icon under “Login” which is available under ‘IDeAS’ section. A new
screen will open. You will have to enter your User ID and Password. After
successful authentication, you will be able to see e-Voting services. Click on
“Access to e-Voting” under e-Voting services and you will be able to see e-
Voting page. Click on company name or e-Voting service provider name and
you will be re-directed to e-Voting service provider website for casting your

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vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com. Select “Register Online for IDeAS
“Portal
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold with
NSDL), Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-Voting
service provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting
4) For
OTP
based
login
you
can
click
on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.
You
will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification
code and generate OTP. Enter the OTP received on registered email
id/mobile number and click on login. After successful authentication, you
will be redirected to NSDL Depository site wherein you can see e-Voting
page. Click on company name or e-Voting service provider name and you
will be re-directed to e-Voting service provider website for casting your vote
during the remote e-Voting period or joining virtual meeting & voting during
the meeting.
Individual
Shareholders
(holding securities in
demat mode) login
through
their
Depository
Participants (DP)		 You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. After
Successful login, you will be able to see e-Voting option. Once you click on e-Voting
option, you will be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. Click on company name or e-
Voting service provider name and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL.

9 | P a g e

**Login type ** Helpdesk details
Individual Shareholders holding
securities in Demat mode with CDSL		 Members facing any technical issue in login can contact
CDSL helpdesk by sending a request at
[email protected] or contact at toll free
no. 1800 21 09911
Individual Shareholders holding
securities in Demat mode with NSDL		 Members facing any technical issue in login can contact
NSDL helpdesk by sending a request at [email protected]
or call at : 022 - 4886 7000 and 022 - 2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

    • a. For CDSL: 16 digits beneficiary ID,

    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares
in Demat.
PAN Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)

Shareholders who
have
not
updated
their PAN
with the
Company/Depository Participant are requested to use the sequence
number sent by Company/RTA or contact Company/RTA.
Dividend
Bank
Details
OR Date of
Birth (DOB)		 Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
recorded in your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company,
please enter the member id / folio number in the Dividend Bank details
field.

(vi) After entering these details appropriately, click on “SUBMIT” tab.

10 | P a g e

  • (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (ix) Click on the EVSN for the relevant on which you choose to vote.

  • (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

  • (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

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  • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively, Non-Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

  1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

  2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

  3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.

  4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

  5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

  8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

  9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

  10. 12 | P a g e

  11. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self- attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.

  2. For Demat shareholders, please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 1800 21 09911.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 AND AS PER SECRETARIAL STANDARD – 2 (SS – 2) ON “GENERAL MEETINGS”:

Item No. 3

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has appointed Mr. Sumer Singh Wadhwa (DIN: 01585482) as an Additional Director in capacity of Non-Executive Non-Independent Director of the Company with effect from May 20, 2025 and he shall be liable to retire by rotation as an Additional Director (Non-Executive Non Independent), Mr. Sumer Singh Wadhwa (DIN: 01585482) holds office till the date of the AGM and is eligible for being appointed as an Director (Non-Executive Non Independent). Mr. Sumer Singh Wadhwa (DIN: 01585482) is not disqualified from being appointed as a Director (Non-Executive Non Independent) in terms of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 17 (1C) and 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, and has given his consent to act as Director (Non-Executive Non Independent) on the Board of the Company.

Except Mr. Inderjeet Singh Wadhwa, Managing Director and his relatives, none of the other Directors / Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in the resolution except to the extent of their shareholding, if any, in the Company.

The Board of Directors of the Company recommends the resolution set out at Item No. 3 for approval of the Members as an Ordinary Resolution.

Item No. 4

Pursuant to the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’) vide SEBI Notification dated December 12, 2024 and provisions of Section 204 of the Companies Act, 2013 (‘Act’) and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on February 10, 2025 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 for a term of 5 (Five) consecutive year commencing from financial year 2025-26 till financial year 2029-30 on following terms and conditions:

  1. Term of appointment : For a term of 5 (five) consecutive years i.e. from the financial year 2025-26 to 2029-30.

  2. Proposed Fees : Up to 25,000/- (Rupees Twenty-Five Thousand only) plus applicable taxes and excluding out-of-pocket expenses in connection with the secretarial audit for Financial Year ending March 31, 2026, and for subsequent year(s) of their term, such fee as determined by the Board, on recommendation of Audit Committee.

14 | P a g e

  1. Basis of recommendations : The recommendations are based on the fulfilment of the eligibility criteria & qualification prescribed under the Act & Rules made thereunder and SEBI LODR Regulations with regard to the full time partners, secretarial audit, experience of the firm, capability, independent assessment, audit experience and also based on the evaluation of the quality of audit work done by them in the past.

  2. Credentials: M/s. Pramod Kothari & Co. (Firm Registration Number: S2012UP197900) (‘Secretarial Audit Firm’), established in the year 2012, is a reputed firm of Company Secretaries in Practice specialized in Secretarial Audit and other corporate law matters. The firm is registered with the Institute of Company Secretaries of India and has an experience of more than 13 years in providing various corporate law services. The Firm also holds a valid Peer Review Certificate i.e. Peer Review Certificate No. 6701/2025.

  3. M/s. Pramod Kothari & Co 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.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution except to the extent of their shareholding, if any, in the Company.

The Board of Directors of the Company recommends the resolution set out at Item No. 4 for approval of the Members as an Ordinary Resolution.

By Order of the Board of Directors For Seasons Textiles Limited Place: New Delhi Saurabh Arora Date: 20-05-2025 Company Secretary

Registered office:

26, Feroze Gandhi Road, Lower Ground Floor, Lajpat Nagar - III, New Delhi -110 024

15 | P a g e

ANNEXURE - TO THE NOTICE

In pursuance of Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Secretarial Standard on General Meeting (SS-2).

Name of the Director Mr. Sumer Singh Wadhwa
Date of Birth(dd/mm/yyyy) 09/10/1985
Age(inyears) 40years
Date of Appointment 20-05-2025
Qualification Bachelor of Business Administration from
Universityof the Arts London in 2006.
Boardposition held Non- Executive Non-Independent Director
Terms and Conditions of re-appointment None
Nature of his expertise in specific function
areas alongwith experience(inyears)		 Experience in wholesale retail trade of furnishing
fabrics across India
Chairperson/ Member of Committee of the
Board of Companies of which he is a Director		 None
Shareholdingof Director as on March 31,2025 10000 EquityShares

By Order of the Board of Directors

For Seasons Textiles Limited

Place: New Delhi Saurabh Arora Date: 20-05-2025 Company Secretary

Registered office:

26, Feroze Gandhi Road, Lower Ground Floor, Lajpat Nagar - III, New Delhi -110 024

16 | P a g e

SEASONS TEXTILES LIMITED

CIN - L74999DL1986PLC024058

Regd. Off: Corp Office/Mailing Address: B-18, Sectror-5, Noida, 201 301 (U.P.), INDIA Tel: -91 120 4690000, Fax: +91 120 4351485 Registered Office: 26, Froze Gandhi Road (Lower Ground Floor), Lajpat Nagar 3, New Delhi 110024 Tel: +91 11 47675000, fax: +91 11 41805599, E mail: [email protected]| Website: www.seasonsworld.com

Dear Shareholder(s),

RE: UPDATION OF PAN, KYC, NOMINATION, BANK DETAILS, ETC.

Your attention is drawn to recent SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/ P/CIR/2021/655 dated November 3, 2021 read with clarification circular No. SEBI/HO/ MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021, wherein it has been decided by the SEBI to mandatorily update the PAN, KYC, Nomination details, Bank details, Contact details and Specimen Signature of all shareholders holding shares in physical form and compulsory linking of PAN with Aadhaar No. by all shareholders.

In the said circular, SEBI has also stipulated that if the shareholders holding shares in physical mode do not update the PAN, KYC and Nomination details or these details are not made available to the Company and their Registrar and Share Transfer Agents (RTA) by March 31, 2023, then such Folios shall be frozen by RTA on or after April 1, 2023 as per the directive issued by SEBI.

Therefore, you are requested to comply with the following procedure to avoid any freezing of Folios: -

1. First link your PAN with Aadhaar latest by March 31, 2022. Update the valid PAN with RTA in Form ISR-1 latest by March 31, 2023. A copy of Form ISR-1 is enclosed herewith. The same is also available on the website of the Company.

2. Update your KYC details in Form ISR-1 and Nomination details in Form SH-13 with our RTA latest by March 31, 2023. Copies of Form ISR-1 and Form SH-13 are enclosed herewith. The same are also available on the website of the Company.

3. If you want to register/update your Signature in the Company/RTA records, submit Form ISR-2 duly verified by your Banker. A copy of Form ISR2 is enclosed herewith. The same is also available on the website of the Company.

4. In case you do not wish to nominate any person(s) with whom shall vest, all rights in respect of such shares in the event of his/her death, you are requested to file “Declaration to Opt-out” in Form ISR-3 with our RTA. A copy of Form ISR-3 is enclosed herewith. The same is also available on the website of the Company.

5. If you want to change/cancel the existing nomination, then Submit:

  • a) Form SH-14 for to change in the nomination details.

  • b) Form SH-14 and Declaration to Opt-out (Form ISR-3) for cancellation of existing nomination.

Copies of Form SH-14 & Form ISR-3 are attached. The same are also available on the website of the Company.

  1. Submit Bank Account details (Name of Bank with Branch address, Account Number, IFS Code) to our RTA.

  2. Submit Contact Details, i.e., Email Address and Mobile Number to our RTA.

You are requested to kindly update your Email ID and Mobile No. to our RTA for records as well as for receiving communications by electronic means.

If you have already updated all the information stated above with Company/RTA, kindly ignore this letter.

Please note the following contact details of our RTA to enable you to submit your PAN/KYC/Nomination/Bank details and to seek any clarification, etc.:

Registrar & Share Transfer Agent(RTA):

Skyline Financial Services Private Limited

D-153 A| Ist Floor | Okhla Industrial Area, Phase - I | New Delhi-110 020. Direct no Tel: 011-40450193-97/011-26812682-83

Fax: +91 11 26812682 | Web:www.skylinerta.com E -mail: [email protected]

Thanking you,

Yours faithfully,

For SEASONS TEXTILES LIMITED

Sd/-

SAURABH ARORA Company Secretary and Compliance Officer

Encl.: 1) Form ISR - 1

  • 2) Form ISR - 2

  • 3) Form ISR – 3

  • 4) Form ISR – 4

  • 5) Form SH - 13

  • 6) Form SH - 14

1

Form ISR – 1

REQUEST FOR REGISTERING PAN, KYC DETAILS OR CHANGES / UPDATION THEREOF

[For Securities (Shares / Debentures / Bonds, etc.) of listed companies held in physical form]

  • A. I / We request you to Register / Change / Update the following (Tick  relevant box)

PAN
PAN
PAN
Address

Bank details
E-mail ID

Signature
Mobile number
Security Details:
Name of the Issuer Company ADINATH TEXTILES LIMITED
Folio No.:
Name(s) of the Security holder(s)
as per the Certificate(s)		 1.
2.
3.
Number & Face value of securities No.
Face value@ Rs. 10.00/- each
Distinctive number of securities From
To
I / We are submitting documents as per Table below(tick as relevant, refer to the instructions):
Document / Information /
Details		 Instruction / Remark
1 PAN of (all) the (joint) holder(s)
PA
to		 N
A
- Whether it is Valid (linked
dhaar): Y / N		 .......................................................................................................................................
PAN shall be valid only if it is linked to Aadhaar by March 31, 2022*
2 Demat Account Number .....................................................................................................................................
Also provide client master list (CML) on your Demat Account provided by Depository Participant
3 Proof of Address of the first
holder		 Provide any one of the documents, only if there is change in the address;
•
Client Master List(CML)of your Demat Account, provided by the Depository Participant
•
Valid Passport / Ration Card / Registered Lease or Sale Agreement of Residence / Driving
License / Flat Maintenance bill /Aadhar card/Utility bill like Telephone bill (Only
Landline), Electricity or Gas bill not more than 3 months old.
4 Bank details Provide original cancelled cheque with name of the security holder printed on it. Or Bank
Passbook or bank statement attested by the bank.
5 E-mail address ......................................................................................................................................
Alternatively the e-mail address available in the CML will be updated in the folio
6 Mobile ......................................................................................................................................
Alternatively the mobile number available in the CML will be updated in the folio
  • B. Security Details:

C.

*Or any dates as may be prescribed by CBDT

Authorization: I / We authorise you (RTA) to update the above PAN and KYC details in my / our folio (s). .................................. in which I / We are the holder(s) (strike off what is not applicable).

Declaration: All the above facts stated are true and correct.

Holder 1 Holder 2 Holder 3
Signature
Name
Full address with Pincode

2

Form ISR – 2

Confirmation of Signature of securities holder by the Banker

1.
Bank Name and Branch
2.
Bank contact details
Postal Address
Phone number
E-mail address
3.
Bank Account number
4.
Account opening date
5.
Account holder(s) name(s)		 1)
2)
3)
6.
Latest photograph of the account holder(s)
1stHolder		 2
nd
Holder
3rdHolder
7.
Account holder(s) details as per Bank Records
a)
Address
b)
Phone number
c)
Email address
d) Signature(s)
1)
2)		 3)
Seal of the Bank Signature verified as recorded with the Bank
(Signature)
Place: Name of the Bank Manager
Employee Code
Date: E-mail address

3

Form ISR - 3

Declaration Form for Opting-out of Nomination by holders of physical securities in Listed Companies

[Under Section 72 r/w Section 24 (1) (a) of Companies Act, 2013 r/w Section 11(1) and 11B of SEBI Act, 1992 and Clause C in Schedule VII and Regulation 101 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)]

Name of the Company : SEASONS TEXTILES LIMITED

Registered Address of the Company : B-18, Sectror-5, Noida, 201 301 (U.P.), INDIA

I / we ...................................................................... the holder(s) of the securities particulars of which are given hereunder, do not wish to nominate any person(s) in whom shall vest, all the rights in respect of such securities in the event of my /our death.

PARTICULARS OF THE SECURITIES (in respect of which nomination is being opted out)

Nature of Securities Folio No. No. of Securities Certificate No. Distinctive No.

I/ we understand the issues involved in non-appointment of nominee(s) and further are aware that in case of my / our death, my / our legal heir(s) / representative(s) are required to furnish the requisite documents / details, including, Will or documents issued by the Court like Decree or Succession Certificate or Letter of Administration / Probate of Will or any other document as may be prescribed by the competent authority, for claiming my / our aforesaid securities.

Name(s) and Address of Security holders(s) Signature(s) Sole / First Holder Name

Second Holder Name

Third Holder Name

Name and Address of Witness Signature

4

Form ISR- 4

(see circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 on Issuance of Securities in

dematerialized form in case of Investor Service Requests)

Request for issue of Duplicate Certificate and other Service Requests

(for Securities - Shares / Debentures / Bonds, etc., held in physical form)

Date: / /

A. Mandatory Documents / details required for processing all service request:

I / We are submitting the following documents / details and undertake to request the Depository Participant to dematerialize my / our securities within 120 days from the date of issuance of Letter of Confirmation, received from the RTA/Issuer Company (tick üas relevant, refer to the instructions):

  • Demat Account No. (If available):

Provide Client Master List (CML) of your Demat Account from the Depository Participant*

  • Provide the following details, if they are not already available with the RTA (see SEBI circular dated November 03, 2021 in this regard)
PAN Specimen Signature
Nomination / Declaration to Opt-out
  • (Your address, e-mail address, mobile number and bank details shall be updated in your folio from the information available in your CML). You can authorize the RTA to update the above details for all your folios. In this regard, please refer to and use Form ISR-1 in SEBI circular dated November 03, 2021.

B. I / We request you for the following (tickrelevant box)

 Issue of Duplicate certificate

 Replacement / Renewal / Exchange of securities certificate

 Sub-division / Splitting of securities certificate

 Consolidation of Securities certificate 

 Claim from Unclaimed Suspense Account

 Endorsement

  • Consolidation of Folios

 Transmission

 Transposition (Mention the new order of holders here)

C. I / We are enclosing certificate(s) as detailed below:**

Name of the Issuer Company Folio Number Name(s) of the security holder(s) as per the certificate(s) 1. 2. 3.

Certificate numbers Distinctive numbers Number & Face value of securities

** Wherever applicable / whichever details are available

D. Document / details required for specific service request:

  • I.  Duplicate securities certificate

  • II.  Claim from Unclaimed Suspense Account

5

(in numbers) (in words)

Securities claimed

  • III.  Replacement / Renewal / Exchange of securities certificate

(that is defaced, mutilated, torn, decrepit, worn out or where the page on the reverse is fully utilized)

  • IV.  Endorsement

  • V.  Sub-division / Splitting of securities certificate

  • VI.  Consolidation of securities certificate/Folios

  • VII.  Transmission

  • VIII.  Transposition

Provide / attach original securities certificate(s) for request for item numbers III to VIII above.

Declaration: All the above facts stated are true and correct to best of my / our knowledge and belief.

Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 1 / Claimant Security Holder 2 Security Holder 2 Security Holder 2 Security Holder 2 Security Holder 2 Security Holder 2 Security Holder 2 Security Holder 3 Security Holder 3 Security Holder 3 Security Holder 3 Security Holder 3 Security Holder 3
Signature
Name
Full address
PIN

After processing the service request, the RTA shall issue a ‘Letter of Confirmation’ to the securities holder/claimant, which is valid only for 120 days. Using this ‘Letter of Confirmation’, the securities holder/claimant shall request the DP to dematerialize the securities, failing which the securities shall be credited to the Suspense Escrow Demat Account of the Company.

6

Form No. SH-13

Nomination Form

[Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and Debentures)

Rules 2014]

To

Name of the Company : SEASONS TEXTILES LIMITED

Registered Address of the Company : B-18, Sectror-5, Noida, 201 301 (U.P.), INDIA

I/We ........................................................................... the holder(s) of the securities particulars of which are given hereunder wish to make nomination and do hereby nominate the following person in whom shall vest, all the rights in respect of such securities in the event of my/our death.

  • (1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)

Nature of Securities Folio No. No. of Securities Certificate No. Distinctive No.

  • (2) PARTICULARS OF NOMINEE/S

  • (a) Name:

  • (b) Date of Birth:

  • (c) Father’s/Mother’s/Spouse’s name:

  • (d) Occupation:

  • (e) Nationality:

  • (f) Address:

  • (g) E-mail id:

  • (h) Relationship with the security holder:

  • (3) IN CASE NOMINEE IS A MINOR.

  • (a) Date of birth:

  • (b) Date of attaining majority:

  • (c) Name of guardian:

  • (d) Address of guardian:

Name & Add of Security holder (s) Name & Address of witness:
Name: Name:
Add: Add:
Signature: Signature:

7

Form No. SH-14

Cancellation or Variation of Nomination

[Pursuant to sub-section (3) of section 72 of the Companies Act, 2013 and rule 19(9) of the Companies

(Share Capital and Debentures) Rules 2014]

Name of the company : SEASONS TEXTILES LIMITED

I/We hereby cancel the nomination(s) made by me/us in favor of ...................................................................................................................................

................................... (name and address of the nominee) in respect of the below mentioned securities.

or

I/We hereby nominate the following person in place of................................................................ as nominee in respect of the below mentioned securities in whom shall vest all rights in respect of such securities in the event of my/our death.

(1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being cancelled / varied)

Nature of Securities Folio No. No. of Securities Certificate No. Distinctive No.

(2) (a) PARTICULARS OF THE NEW NOMINEE:

  • i. Name:

  • ii. Date of Birth:

  • iii. Father’s/Mother’s/Spouse’s name

  • iv. Nationality:

  • v. Address:

  • vi. E-mail id:

  • vii. Relationship with the Security holder:

(b) IN CASE NEW NOMINEE IS A MINOR—

  • i. Date of Birth:

  • ii. Date of attaining majority

  • iii. Name of guardian:

  • iv. Address of guardian:

Signature

Name of the Security Holder (s)

Witness with name and address

8

KYC FORM

(Only for physical shareholding)

To,

Skyline Financial Services Pvt Ltd

D-153A, 1[st] Floor | Okhla Industrial

Date: // //

FolioNo:

No of Shares:

– Area, Phase I,

New Delhi-110 020.

Dear Sir/ Madam,

Unit: Seasons Textiles Limited

We wish to update the KYC and in this matter are forwarding herewith the required supporting documents by ticking in the appropriate checkbox below

A. For registering PAN of the registered and/ or joint shareholders (as applicable)

Registered shareholder Joint holder 1 Joint holder 2 Joint holder 3 Please attach self- attested legible copy of PAN card (exempted for Sikkim Shareholders).

B. For registering Bank details of the registered shareholder

  1. In cases wherein the original cancelled cheque leaf has the shareholder's name printed

==> picture [17 x 17] intentionally omitted <==

Aadhar/ Passport/ Utility bill Original cancelled cheque leaf

  1. In cases wherein the cancelled cheque leaf does NOT contain the shareholder’s name printed on it

Aadhar/ Passport/ Utility bill Original cancelled cheque leaf Bank Passbook/ Bank Statement Please note that bank passbook/ Bank Statement should be duly attested by the officer of the same bank with his signature, name, employee code, designation, bank seal & address stamp, phone no. and date of attestation.

C. For updating the Specimen Signature of the registered and/ or joint shareholders

  1. In cases wherein the original cancelled cheque leaf has the shareholder's name printed

==> picture [17 x 17] intentionally omitted <==

Affidavit Banker verification Original cancelled cheque leaf

2. In cases wherein the cancelled cheque leaf does NOT contain the shareholder’s name printed on it

==> picture [17 x 18] intentionally omitted <==

Affidavit Banker verification Original cancelled cheque leaf

==> picture [17 x 18] intentionally omitted <==

Bank Passbook/ Bank Statement

  • The format of Banker Verification on the website of the Company www.isgec.com under Investor Relations/ Financials/ Compliance Section.

  • Please note that Bank passbook/ Bank Statement should be duly attested by the officer of the same bank with his signature, name, employee code, designation, bank seal & address stamp, phone no. and date of attestation.

D. For Updating the email id for the purpose of receiving all communications in electronic mode

E. For updating the Mobile No

I /We hereby state that the above-mentioned details are true and correct and we consent towards updating the particulars based on the self-attested copies of the documents enclosed with this letter by affixing my/our signature(s) to it.

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