As on: Aug 14, 2025 04:15 PM
Dear Members,
Your directors have pleasure in presenng the 39th (Thirty Ninth) Annual Report on the business and operaons of your Company along with the Audited Fi nancial 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)
Parculars
Total Revenue
Total Expenses
Profit before tax aer exceponal items
Exceponal items
Profit before tax but aer exceponal Items
Less: Tax expenses including deferred tax
Profit aer tax
Other Comprehensive Income / (loss) (net of tax)
Total Comprehensive Income
Basic/ Diluted earnings per share of Re.10 each
STANDALONE FINANCIAL STATEMENTS
Standalone Financial Statements for the Financial Year 2024-25 are prepared in compliance with the Companies Act, 2013, Indian Accounng Standards (I ND-AS') and the Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirem ents) Regulaons, 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 posion 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 Secon 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
TRANSFER TO GENERAL RESERVE
Your Company has not transferred any amount to General Reserve for the Financial Year 2025.
DIVIDEND
During the year under review the Board of Directors did not recommend any dividend for the year under review, in view of the future growth plans of the Company.
SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE
1) As at March 31, 2025, the Authorized Share Capital was Rs. 12,00,00,000 /- divided into 1,20,00,000 equity shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital was Rs. 7,49,03,000/- divided into 74,90,300 equity shares of Re.10/- each;
2) All issued equity shares in the capital of the Company are fully paid-up;
3) During the Financial Year 2024-25, no change has taken place in authorized, issued, subscribed and paid-up share capital of the Company;
4) The Company has only one class of shares i.e., equity shares;
5) The Company has not issued any kind of debt instrument (Converble / Non-converble) or any converble instruments during the financial year und er review.
EMPLOYEES STOCK OPTION SCHEME
Your Company has no Employees Stock Opon Scheme 20 16 (ESOP Scheme 2016') i.e. in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulaons, 2021, as amended from me to me (SEBI ESOP Regulaons') 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 Secons 177 and 18 8 of the Act and Rules made thereunder read with Regulaon 23 of SEBI (LODR) Regulaons, your C ompany took rather, these were synchronized and synergized with the Company's operaons. Aeno n of Members is drawn to the disclosure of transacons with the related pares set out the Sta ndalone Financial Statements forming part of the Annual Report.
Your Company has framed a Policy on Related Party Transacons in accordance with the Act and SEBI (LODR) Regulaons. The Policy intends to ensure tha t proper reporng, approval and disclosure processes are in place for all transacons between the Company and its related pares. The policy is uploaded on website of the Company at hps://www.seasonsworld.com/investors.aspx
Since all transacons which were entered into durin g the Financial Year 2025 were on arm's length basis and in the ordinary course of business and there was no material related party transacon entered by the Company during the Financial Year 2025 as per Policy on Related Party Transacons, hence no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Sub-secon (3) of Secon 134 of the Act and Rule 8(2) of the C ompanies (Accounts) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees or Investments covered under the provisions of Secon 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 consideraon.
DIRECTORS AND KEY MANAGERIAL PERSONNEL. a) DIRECTOR
To comply with the provisions of Secon 152 of the Act and in terms of the Arcles of Associaon of the Company, Mr. Sumer Singh Wadhwa (DIN: 01585482), Non-Execuve Director (Non-Independent) is liable to rere by rotaon at the e nsuing AGM and being eligible, seeks reappointment. The Board of Directors, on the recommendaon of Nominaon and Remuneraon Commiee (NRC'), recommended their re-appointment for consideraon by the Members at the ensuing AGM. Company has received declaraons from all the Indep endent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Secon 149(6) of the Act and Regulaon 16(1)(b) of the SEBI (LODR) Regulaons an d are in compliance with Rule 6 of the Companies (Appointment and Qualificaon of Directors) Rules, 2 014. Further, the Independent Directors have also confirmed that they are not aware of any circumstance or situaon, which exists or may be reasonably ancipated, that could impair or impact their abili ty to discharge their dues as Independent Director s of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite qualificaons, experience and experse and they hold highest standards of integrity (including the proficiency) and fulfils the condions specified in th e Act read with Rules made thereunder and SEBI (LODR) Regulaons and are eligible & independent of the management. None of the Directors of the Company are disqualified as per the provisions of Secon 164 of the Act. The Directors of the Company have made necessary disclosures under Secon 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 spulated under Secretarial Standard-2 issued by th e Instute of Company Secretaries of India and Regulaon 36 of the SEBI (LODR) Regulaons, are sep arately disclosed in the Noce of ensuing AGM.
During the Financial Year Ms Kavita Rani and Mr. Manish Chandra Appointed as Independent Non-Execuve Directors by passing the Special Resoluon at the 38th Annual General Meeng held on 27 th September 2024.
The tenure of term of Two term of 5 (five) consecuve years of Mr. Pramod Kumar Hari and B.K. Behra Independent Director (Non-Execuve) expired on 30 th September 2024, hence they have tendered their resignaons.
b) KEY MANAGERIAL PERSONNEL
Mr. Inderjeet Singh Wadhwa, Managing Director, Mr. Saurabh Arora, Company Secretary and Mr. Sanjay Katyal Chief Financial Officer connued to be the Key Managerial Personnel of your Company in accordance with the provisions of Secon 203 of the Act read with the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 201 4.
BOARD EVALUATION
To comply with the provisions of Secon 134(3)(p) o f the Act and Rules made thereunder and Regulaon 17(10) of SEBI (LODR) Regulaons, the Boa rd has carried out the annual performance evaluaon of the Directors individually including t he Independent Directors (wherein the concerned Director being evaluated did not parcipate), Board as a whole and following Commiees of the Board of Directors: (i) Audit, Risk Management and Ethics Commiee; (ii) Nominaon and Remuneraon Commiee; and
(iii) Stakeholders' Relaonship Commiee.
The manner in which the annual performance evaluao n 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 evaluaon framework.
Further, to comply with Regulaon 25(4) of SEBI (LO DR) Regulaons, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeng of Independent Directors.
BOARD AND COMMITTEES OF THE BOARD
The number of meengs of the Board and various Comm iees of the Board including composion are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meengs was within the period prescribe d under the provisions of Secon 173 of the Act and SEBI (LODR) Regulaons.
REMUNERATION POLICY
To comply with the provisions of Secon 178 of the Act and Rules made thereunder and Regulaon 19 of SEBI (LODR) Regulaons, the Company's Remunerao n Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at hps://www.seasonsworld.com/investors.aspx . The Policy includes, inter-alia, the criteria for determining qualificaons, posive ari butes, independence of a Director, appointment and remuneraon of Directors, KMPs, Senior Manageme nt Personnel and other employees of the Company.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
The statement of remuneraon under Secon 197 of th e Act read with Rule 5(1) of the Companies (Appointment and Remuneraon of Managerial Personne l) Rules, 2014, is aached to this report as
Annexure A.
Further, as per second proviso to Secon 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 parculars of employees as required un der Rule 5(2) of the aforesaid Rules. Any member interested in obtaining a copy of the said statement may write to the Compliance Officer at cs.stl@seasonsworld.com up to the date of AGM. The said statement is also available for inspecon 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 36th AGM held on Friday, 23rd September 2022 appointed M/s Bhaa & Bhaa, Chartered Accountants (Firm Reg. no. 003202N) as Statutory Auditors of the Company for a period of up to 5 (Five) consecuve y ears 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 connuing as Statutory Auditors of the Company.
The Statutory Auditors' Report for the Financial Year 2025 does not contain any qualificaon, reservaon or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any fraud under Secon 143(12) of the Act.
COST AUDIT
In terms of Secon 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 Secon 134 of the Act and Rules made thereunder, your Company has complied with the provisions relang to constu on of Internal Complaints Commiee under the Sexual Harassment of Women at Workplace (Prevenon, Prohibion and Redressal) Act, 2013. During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevenon, Prohibion and Redressal) Act , 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY.
Pursuant to the provisions of Secon 177 of the Act and Regulaon 22 of SEBI (LODR) Regulaons, the Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a plaorm to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical maers/dealings within the Company. The same is det ailed 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 Regulaon 24A of the SEBI (LODR) Regulaons and Secon 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneraon 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 Pracce (Firm Registraon Number: S2012UP197900) as Secreta rial Auditors of the Company for a term of up to 5(Five) consecuve years to hold office from the c onclusion of ensuing AGM ll the conclusion of 44th (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 Pracce, are separately disclosed in the Noce of ensuing AGM. M/s. Pramod Kothari & Co (Firm Registraon 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) Regulaons. They have also confirmed that they are n ot disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulaons.
The Secretarial Audit Report for the Financial Year 2025 does not contain any qualificaon, reservaon or adverse remark and is aached to this report as Annexure B. Further, the Secretarial Auditors have not reported any fraud under Secon 143(12) of the Act.
RISK MANAGEMENT
Your Company has a robust Risk Management Policy which idenfies and evaluates business risks and opportunies. The Company recognizes that these ris ks need to be managed and migated to protect the interest of the stakeholders and to achieve business objecves. The risk management framework is aimed at effecvely migang the Company's variou s business and operaonal risks through strategic acons. In line with the SEBI (LODR) Regu laons, cyber security risks are also covered under Risk Management Policy of the Company.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate Internal Financial Controls. The report on Internal Financial Controls issued by M/s Bhaa & Bhaa, Chartered Acc ountants 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-secon (1) of secon 135 of the Act and Company is not required to constute a Corporate So cial Responsibility ("CSR") Commiee.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Secon 134(3)(c) read with Secon 134(5 ) of the Act, the Directors state that: a) in the preparaon of the annual accounts for the Fi nancial Year ended March 31, 2025, the applicable accounng standards have been followed a long with proper explanaon relang to material departures; b) they have selected such accounng policies and appl ied them consistently and made judgments and esmates 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 accounng records in accordance with the provisions of Act for safeguarding the assets of your Company and for prevenng and detecng fraud and other irregularie s; 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 operang effecvely; and f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operang effecv ely.
OTHER INFORMATION a) MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the Financial Year 2025 as spulated under Regulaon 34(2)(e) of SEBI (LODR) Regulaons forms part of th e Annual Report. b) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The informaon on conservaon of energy, technology absorpon and foreign exchange earnings and outgo as spulated under Secon 134(3)(m) of the Ac t read with Rule 8 of the Companies (Accounts) Rules, 2014 is aached to this report as Annexure C. c) CORPORATE GOVERNANCE REPORT
Your Company is commied to maintain the highest st andards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securies and Exchange Board of India. The report on Corporate Governance as spulated under t he SEBI (LODR) Regulaons is aached to this report as Annexure D. The cerficate from M/s. Pramod Kothari & Co, Prac cing Company Secretaries confirming compliance with the condions of corporate governance is also aached to the Corporate Governance Report. d) LISTING
The Equity Shares of the Company are listed on the BSE Limited and Calcua Stock Exchange. Annual lisng fee for the Financial Year 2024-25 has been paid to both exchanges. e) ANNUAL RETURN
Pursuant to Secons 92(3) and 134(3)(a) of the Act, the Annual Return of the Company is uploaded on website of the Company at hps://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 objecves, expectaons or forecasts may b e forward looking within the meaning of applicable laws and regulaons. Actual results may differ from those expressed in the statement. h) GENERAL
Your Directors confirm that no disclosure or reporn g is required in respect of the following items as there was no transacon on these items during the y ear under review:
1) Issue of equity shares with differenal vong rights as to dividend, vong or otherwise.
2) The Whole-me Directors of the Company does not rec eive any remuneraon 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 operaons in future.
4) Issue of Sweat Equity Shares.
5) No applicaon 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 selement with any bank or fi nancial instuon.
The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Instute of Company Secretaries of India.
No material changes and commitments have occurred aer the closure of the Financial Year 2025 ll the date of this Report, which would affect the financial posion of your Company.
ACKNOWLEDGEMENT
Your Company's organizaonal culture upholds profes sionalism, integrity and connuous improvement across all funcons as well as efficient ulizaon of the Company's resources for sustainable and profitable growth. Your directors wish to place on record their appreciaon for the sincere services rendered by employees of the Company at all levels. Your directors also wish to place on record their appreciaon for the valuable co-ope raon and support received from various Government Authories, Banks/Financial Instuons a nd other stakeholders such as members, customers and suppliers, among others. Your directors also commend the connuing commitment and dedicaon of employees at all levels which has been vital for the Company's success. Your directors look forward to their connued support in future. For and on behalf of the Board of Directors For Seasons Texles Limited
Date:
Place:
Details pertaining to remuneraon as required under Secon 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014.
(i) Rao of the remuneraon of each director to the med ian remuneraon of employees of the Company for the Financial Year 2024 and the percentage increase in remuneraon of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2025:
Sl. No. Name of Director/KMP and Designaon
Remuneraon of Director/KMP for
% increase in Remuneraon in
01 Mr. Inderjeet Singh Wadhwa
03 Mrs. Neelam Wadhwa*
Whole-me Director
04 Mr. Sanjay Katyal
Chief Financial Officer
05 Mr. Saurabh Arora
Company Secretary
*Resigned on 27th September 2024.
Note: Since Non-Execuve Directors received no remu neraon except sing fee (if any) for aending Board/ Commiee meengs, the required deta ils are not applicable.
(ii) Number of permanent employees as on March 31, 2025 were 116 and median remuneraon was Rs. 496.37 Lakh annually. Median remuneraon of emp loyees (excluding above Directors and KMPs) in Financial Year 2025 has increased by 5.00%.
It is hereby affirmed that the above-menoned remuner aon is in accordance with the Remuneraon Policy of the Company which is uploaded on website of the Company at www.seasonsworld.com.
(iii) Average percenles increase already made in the sal aries of employees other than Managerial Personnel was 5% and average percenle increase in the remuneraon of Managerial Personnel was 3% vis-a-vis the last Financial Year. For and on behalf of the Board of Directors For Seasons Texles Limited