To,

The Members,

ATVO Enterprises Limited

(Formerly Known as Vandana Knitwear Limited)

Your directors are pleased to present the thirtieth (30^th) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March 2025:

The financial results of your Company for the Financial Year ended 31^st March 2025 are summarized below

During the year under review the company has generated total Income of Rs. 517.14 lakhs as compared to previous financial year which was Rs.439.95 lakhs. The company has achieved net profit of Rs.11.41 lakhs as compared to previous financial year which was Rs.10.12 Lakhs.

During the Year, the Board of Directors of the company, increased the Authorized share capital of the Company from Rs.12,00,00,000 (Rupees Twelve Crore) Equity Shares of Rs. 1/- each to Rs. 20,00,00,000 (Rupees Twenty Crore) divided into 20,00,00,000 Equity Shares of Rs. 1/- for the purposes of further issue of share capital required for new projects of the company and consequently, Clause V of the Memorandum of Association of the Company stands altered.

There was no change In the Paid-Up share capital of the Company during the financial year 2024-2025. The Paid-up Share Capital of the Company 10,69, 85,070 divided into 10,69,85,070 Equity Shares of Rs. 1/- each.

The said increase in Authorized Share Capital was approved by the Board of Directors at their meeting held on 28th October, 2024 and approved by the Shareholders of the Company dated 17th December 2024.

Also, during the Financial Year 2024-25; there were

No Buy Back of Equity Shares.

No Employee Stock Option Plan was passed.

No Further public offers.

No Fresh Issue of Equity Shares by way of Bonus Allotment on Right Issue Basis Depository System:

As the members are aware, the Company's Equity shares are compulsorily tradable in electronic form. As on 31st March 2025, the total listed capital of the Company was 10,69,85,070 Equity Shares out of which 10,63,81,141 Equity Shares were held in Dematerialized Form comprising 99.44% of Issued Capital.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from IstApril 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail themselves of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

Following the conservative approach to retain profits, your directors did not recommend payment of any dividend for the financial year 2024-25.

The Board of Directors did not transfer any amount to reserve during the year ended on March 31, 2025.

During the Financial Year 2024-2025, there is no change in the promoters of the Company.

The Board of Directors at its meeting held on 28th October, 2024, approved the alteration of the Main Object Clause of the Memorandum of Association of the Company. The said alteration was duly approved by the members of the Company at the Extra-Ordinary General Meeting held on 17th December, 2024.

During the year under review, the Company has amended its object clause to add the following new objects:

1) To carry on business as manufacturers, producers, processors, fabricators, importers, exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, indenters, packers, movers, stockiest, agents, subagents, merchants, distributors, consignors, jobbers, brokers, concessionaires or otherwise deal in all kinds of fuel ethanol, and to deal in the by-products and joint products of fuel ethanol in India or elsewhere in the world.

2) To carry on the business of manufacturers, producers, processors, millers, preparators, dealers, exporters, importers of all varieties of pulses, paddy rice, bran, wheat, wheat products and all other kinds and types of agricultural produce whether commercial crops, food grains, oil seeds or otherwise, directly as principals or as agents representatives, commission agents and with a view there to acquire, construct and erect integrated pulses and paddy processing project with facilities to produce pulses, rice, rice bran, oil, vanaspatti ghee, cattle feed, husk and all other products of backward and forward integration and factory or factories for other products.

3) To undertakes commercial agricultural activities including raising of crops and plantation and to process and manufacture all types of agro based products and to deal in, trade, export and import such agricultural products including crops, vegetable and dairy products.

4) To generate power by traditional and/or using, any latest technology for the captive consumption and also to distribute, sell such surplus generation if necessary to outsiders liquid, solid or gaseous, and petrochemicals of all kinds and to provide consultancy in respect of all or any of the aforesaid Wholesale of solid, liquid and gaseous fuels and related products.

5) To carry on the business of spinners, weavers, manufactures, producers, ginners, pressures, packers, balers, liners, cleaners, processors, doublers, combers, woolcombers, worsted spinners, woolenspinners, knitters, dyers, bleachers, calanderers, sellers, buyers, traders, brokers, stockists, importers, traders, mercirisers, distributors, barterers, shippers and dealers in waste threads, yarn fibres, fibres, suitings, shirting, including wastecotton, sarees, all kinds of dress materials, readymade garments including all fabrica linen, jute, hemp, wool, polyester, acrylics, silk, artificial silk, rayon, manmade synthetic fibre, fibre, staple synthetic yarn any other fibrous material, allied products by products and to treat and use any waste arising from any and manufacturing, production, processes and to carry bon the business of manufacturers, processors, pro jobbers, Including doing the job work for others for others and getting the job work done from other designers, distributors, stockists, Importers, exporters, buyers. Sellers and dealers of all of any of the products of fabrics and textiles, industrial fabrics, non wovenfabrics, sheets, tapes, ropes, cords, twines, canvas, territowels, durries, newar, parachutes, carpets, rugs, blankets, namdas/terapaulines, lines worsted stuff, and other products, as are prepared of manufactured from nylon, polyesters, acrylics, rayon, silk, artificial silk linen, cotton wool, foam and any other synthetic, artificial and natural fibres and intermediates of all types, grades and formulations and including specifically lasticsp, polyester fibres, polyacronitrile, polyvinyl acetate, polypropelene nylon and rayon.

6) Deal in immovable properties such as land and buildings or otherwise and to purchase, acquire, take on lease or in exchange or in any other lawful manner in India or abroad any area, land including agriculture land, plot, and buildings, structures, factories, farm houses and estates, real estates or interest therein and any rights over or connected with them and to develop the same for sale on installments or otherwise, or for any other purpose by preparing building sites and by constructing, altering, improving, developing, promoting, decorating, furnishing, maintaining of heritage spots, hotels, resorts, malls, plazas, shopping malls, farm houses, complexes, commercial and residential buildings, colonization, multi storey off ices, multiplex, amusement park, flats, gardens, houses, shops, showrooms and townships and to equip them or any part thereof with all or any amentites or conveniences thereon and by consolidating or connecting or subdividing properties and leasing or disposing of the same and to manage such land and buildings and to carry on the business as colonizers, developers to act as civil engineers, managers, advisers, consultants, planners, architects, designers, buildings experts, promoters, contractors, subcontractors of government, semi government, general contractors in the field of real estate in India or abroad and To carry on the business of apply, acquire, maintain any type of civil construction work viz roads, canells, dams, bridges, infrastructure items with any government or any authority, supreme , municipal, local or otherwise or from private sector byway of bid or tender.

7) To carry on the business of manufacture, trade, buy, sell, import, export, agent, distributor, C and F agent, processor, packer, consignor, contractor, turnkey contractor, consultants, liasion, quarry and deal in all and every kind of building materials, including gitty concrete, bajri, stones, cement, bricks, lime, titles, earthen, killin owner, ceramic wares, wall coverings, mud articles, paper machine articles, stones, cement, rodi, bajri.

8) To buy take on lease, sub lease or under licence, contract, concession, grant or otherwise acquire mines and mining rights any land or other place and metalliferrous land and interest therein and explore, work, export, develop for the purpose of mining and minerals, minerals of economic, industrial importance in any part of the world.

9) To carry on the business as exporters, importers, buyers, purchase, sellers, traders, distributors, stockiest, franchise commission agents and agents, for all type of marketing and services, brokers, C and F agents, education, jewelry items, agency business industrial and consumer goods, provisions and foodstuffs, ceramic and ceramic items, glass, china wares, glass ware, porcelain wares, crockery wares, pottery, tableware, hotel wares, glass wares, sanitary wares, sanitary systems, decorative wares, earth wares, earth ware, cement glaze, tiles, FMCG, dry fruits, pharmaceutical, stationary, gift items, handicraft paper and paper products, paintings, computers, ceramics, sanitary items, medicine, books, optical items, readymade garments, woolen suits, men and women wear, kids wear, textiles, fabrics, hosiery goods handicrafts, cotton, scarves, sarees, woolen items, pillow cover, bed cover, fibers of textile material whether agriculture or animal or natural products of manmade and other synthetic fibers and filaments and all kinds of textile machines, textile substances, handloom and power loom products, carpet, floor covering, furnishings, fabrics, durries all kinds of precious and semi-precious stones, marbles, granites, glass, plywood, furniture, wood and wooden items, cement, steel, pipes, gem and jewelers, curious, plastic and plastic products toys, leather and leather goods, rice and other food grains and processed and preserved food, fresh food, plant seed dry fruits, eatable, all kinds of edible and non-edible oils, oil seed and their products, vegetables, vegetables products, dairy products, brewer, horticultural products, flowers, marine products and sea food, tea, tobacco and tobacco products, all kinds of electrical and electrical products, wires and cables, goods and appliances, engineering goods, auto parts and machinery parts, software, hardware, all kinds of cosmetic and toiletries items, all kind of shoe, chapels, ladies sandal, footwars, all kinds of iron, scalp salt and chemicals.

10) To do and carry on the business In India and elsewhere as manufacturers Producers, processors, formulators, Purchasers and sellers, exporters, and importers, merchants, distributors, traders, marketing and dealing in chemicals and basic drugs, drug intermediates, fine chemicals intermediates disinfectants, insecticides, pesticides, germicides, deodorants, detergents, cosmetics, petrochemicals, Bio- chemicals preparations and elements, agricultural chemicals, organic- inorganic chemical, dyes and dyes intermediates varnishes, resins, essence, perfumes, plastic To spirit, sprays, alkalis, acids and salts.

11) To carry on the business of buying, selling, reselling, importing, transporting, Storing, developing, promoting, marketing or supplying, trading, dealing in any Manner whatsoever in all type of goods on retail as well as on wholesale basis in India or elsewhere. To Import and exports and manufacturing of all type of Items as Bicycle tyres and tubes, solid tyres, bicycle parts, rims, bicycle chains, Saddles, rubber solutions, rubber of all kinds and all rubber products, motorcycle Tyres and tubes, motor cycles parts, off highway tyres and tubes, Agricultural tyres, ATV tyres, lawn and mining tyres, passengers Vehicle tyres and tubes, truck tyres and tubes, radial tyres of all kinds, Nylon cord, steel wires. Rubber chemicals, import and export of all machines, equipment for any industry.

12) To construct, build, establish, erect, promote, undertake, acquire, own, operate, transport, equip, manage, renovate, reconstruct, develop, set up, turn to account, maintain, keep, operate and run multiple food processing units for manufacturing, processing, preparing, preserving, refining, buying, selling and otherwise dealing in any manner in all type of food and food related products including cereals, spices, masala, beverages, dairy products, milk products, convenience foods and processed foods of all kind and every description and providing incidental and ancillary services in relation thereto, and to act as buyer, seller, stockiest, distributors, importer, exporter, or otherwise to deal in all sorts of food grains, commodities, vegetables, fruits, edibles, vegetarian and non-vegetarian food products and similar goods and to establish, promote, develop, manage multiple brands, trade name and trademarks in relation to the business of the Company for dealing in food articles, food products, fast moving consumer goods and other consumer products and for such purpose to act as a brand owner, licensee, franchisee, representative or distributor and/ or otherwise.

During the year under review, the Board of Directors of the Company, at its meeting held on 28th October, 2024 approved the adoption of a new set of Articles of Association of the Company in conformity with the provisions of the Companies Act, 2013, in place of the existing Articles of Association which were based on the erstwhile Indian Companies Act, 1956.

Further, the Board of Directors of the Company, at its meeting held on 28th October, 2024, approved the adoption of a new set of Memorandum of Association of the Company in conformity with the provisions of the Companies Act, 2013, in place of the existing Memorandum of Association which was based on the erstwhile Indian Companies Act, 1956.

Subsequently, the shareholders of the Company, at the Extra-Ordinary General Meeting held on 17th December, 2024, approved the adoption of the aforesaid new Memorandum of Association and Articles of Association. Accordingly, the existing Memorandum of Association and Articles of Association of the Company have been replaced with new sets aligned with the requirements of the Companies Act, 2013.

The Company has changed its name from "Vandana Knitwear Limited" to "ATVO Enterprises Limited" pursuant to the special resolution passed by the shareholders of the Company held on 17^th December, 2024. The change in name was approved by the Registrar of Companies, by issuing a new Certificate of Incorporation dated 26th March 2025.

The Provision of Section 135 of the Companies Act, 2013 are not applicable to the Company.

As on 31^st March, 2025, The Company does not have any Subsidiary, Joint venture or Associate Company and the provisions regarding disclosure of names of companies which ceased to be the subsidiary, joint ventures or associate companies are not applicable.

The Equity Shares of the Company are listed on BSE (Bombay Stock Exchange) Limited. The Listing fee for the financial year 2025-2026 has been paid by the Company.

There are changes in the Directorship of the Company since the last Annual General meeting.

1. During the Year, Mrs. Rajana Gattani resigned from the post of Non-Executive Non-Independent Director as on 17.05.2024 due to pursue other career opportunities.

2. Resignation of Mrs. Charul Gattani (DIN- 09796702) from the post of Executive Director from the Board of the Company with effect from the closure of business hours on August 30th, 2025 (After the financial year ended but before reporting period)

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, l/3rd should retire by rotation at every Annual General Meeting of the company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the Board states that during the year under review, one Director resigned from the Board and two Directors were appointed as Additional Directors. The Additional Directors hold office up to the ensuing Annual General Meeting and are not considered for the purpose of retirement by rotation.

Further, as per the terms of appointment, the Managing Director of the Company is not liable to retire by rotation.

Accordingly, none of the Directors are liable to retire by rotation at the ensuing Annual General Meeting.

Subject to consent of Members, Mr. Naresh Kumar Gattani was appointed as Chairman & Managing Director of the Company for a tenure of 3 (three) years w.e.f. 29.03.2026. As such, your directors recommend his appointment at the said designation on such terms and conditions as furnished in Explanatory Statement annexed to the Notice calling AGM.

The Board of Directors on the recommendation of Nomination and remuneration Committee, appointed Mr. Siddharth Gattani (DIN: 07418858) and Mr. Shorya Gattani (DIN: 06597345) as an Additional Director (Executive Non-Independent) of the Company, with effect from August 30, 2025.

No other changes have taken place in composition of Board of Directors and Key Managerial Personnel of the Company during the year under review.

The MCA as per Rule 12A of Companies (Appointment and Qualification of Directors) Rules, 2014, mandated Director KYC (DIR-3 KYC) / (Web KYC) who has been allotted a Director Identification Number (DIN) and whose DIN status is approved on the Ministry of Corporate Affairs within specified time period.

All the Directors of the Company have complied with said requirement.

M/s S. N. Kabra and Co., Chartered Accountants (Proprietor CA Satyanarayan Kabra -Membership Number - 072497) had resigned as the Statutory Auditors effective September 05, 2024. The resultant casual vacancy had been filled by the board of directors by appointing M/s. Naresh Maheshwari & Co., Chartered Accountants (Firm Registration No.007113C), as the Statutory Auditors, to hold office up to the conclusion of the 34th Annual General Meeting of the Company. The shareholders of the Company at the 29th Annual General Meeting held on 28^th September 2024, have appointed M/s. Naresh Maheshwari & Co., Chartered Accountants (Firm Registration No.007113C) as the Statutory Auditors for a term of 5 (five) consecutive years, from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting.

Accordingly, they have conduced Statutory Audit for the 2024-2025 and shall continue to be Statutory Auditors for the financial year 2025-2026. They have confirmed their eligibility to continue as Statutory Auditors of the Company for the financial year 2025-2026 under Section 141 of the Companies Act, 2013 and rules framed there under.

The Audit Report on the Financial Statements for the Financial Year ended on 31st March, 2025, issued by M/s. Naresh Maheshwari & Co., Chartered Accountants, is unmodified and do not contain any qualifications, reservations or adverse remarks. The information referred in Auditor's Report are self-explanatory and hence do not require any further clarification.

The Board of Directors had appointed Mr. Suhas Bhattbhatt (Membership No. A11975), Practicing Company Secretary, to conduct the secretarial audit of the Company for the Financial Year 2024-25 In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made there under.

Accordingly, they have conducted Secretarial Audit for the financial year 2024-2025 and A Secretarial Audit Report issued by Mr. Suhas Bhattbhatt, Practicing Company Secretary, for the financial year ended 31^st March, 2025 in form MR-3, is given as an Annexure to this Report.

Pursuant to provisions of Regulation 24A of Listing Regulations the Secretarial Auditors have also issued Annual Secretarial Compliance Report for the F.Y. 2024-25.

M/s S. Bhattbhatt & Co., Company Secretaries, were appointed as the Secretarial Auditor of the Company for the financial year 2024-25. Their tenure has come to an end at the conclusion of the said financial year and they are not proposed to be re-appointed.

Pursuant to Provisions of section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations the Board of Directors, on recommendation of Audit Committee, at their meeting held on 21.05.2025 has recommended appointment of M/s R K Jain & Associates, Practicing Company Secretaries (Membership No. FCS 4584; CP No. 5866 Peer Review Certificate No. 1361/2021, valid up to 31.07.2026) as Secretarial Auditors of the Company for first term of consecutive five years commencing from the Financial Year 2025-26 to Financial Year 2029-30 subject to approval of shareholders at the ensuing AGM. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules 2014, the Board of Director at its meeting held on 21⁵' May, 2025, has appointed Mr. Vivek Agnihotri as the internal auditors of the Company to undertake the Internal Audit of the Company for FY 2025-26. The role of internal auditors includes but not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken in consultation with the Audit Committee. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, cost audit and maintenance of cost records is not applicable to the Company for the Financial Year 202425. Therefore, requirement of cost auditor is not applicable.

Your directors adhere to the requirements set out In Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, and have implemented all the prescribed requirements. In pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, the Report on Management Discussions & Analysis has been incorporated in the Annual Report and forms an integral part of the Directors' Report and provides overview of the business and operations of the Company.

During the financial year, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and future operations of the Company.

All the related party transactions that were entered during the financial year are done on arm's length basis. Relevant Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure-B to this Report.

In accordance with the provisions of Section 188 of the Act and rules made thereunder, all the contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were on an arm's length basis and in the ordinary course of business. All related party transactions were approved by the Audit Committee as per the provisions of the Act and the listing regulations. The policy on related party transactions is available on the Company's website.

During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions.

The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report. During the year under review, there are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Also, the Company has a process in place to periodically review and monitor Related Party Transactions.

There were no transactions requiring disclosure under Section 134(3)(h) of the Act.

The Policy on Related Party transactions is available at the website of the Company under the link

http://www.vandanaknitwear.com/downloads/policv-on-dealing-with-related-partv-transactions-

amended.pdf

During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the Company.

The Company is committed to maintain the high standards of Corporate Governance and adhere to the requirements set out in Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements),2015. Pursuant to regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements), 2015, the Reports on Corporate Governance have been incorporated in the Annual Report and form an integral part of the Board's Report.

Certificate from Statutory Auditors i.e. M/s. Naresh Maheshwari & Co., Chartered Accountants (Firm Registration No.007113C), regarding compliance of the conditions of the Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements),2015 form part of Annual Report. That section also include: Details about the number of meetings of the Board held during 2024-25, composition of the Audit Committee. All the recommendations given by the Audit Committee were accepted by the Board

The Company also filed with the Stock Exchanges, the quarterly Integrated Report on Corporate Governance in terms of the SEBI Listing Regulations.

The requisite information with regard to conservation of energy, technology absorption and foreign exchange Earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

Further, there were no foreign exchange earnings and outgo during the year under review.

The Board met 8 (Eight) times during the financial year 2024-25 i.e., on 10.04.2024, 17.05.2024, 08.06.2024, 05.08.2024, 05.09.2024, 28.10.2024, 25.11.2024 and 23.01.2025. The necessary quorum was present for all the meetings. The details of number of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of the Board's Report. The maximum interval between any two meetings did not exceed 120 days (as prescribed under the Companies Act, 2013, Listing Regulations and Secretarial Standards-1 issued by the Institute of Company Secretaries of India (ICSI).)

During the year under review, the Company convened its 29^th Annual General Meeting (AGM) on Saturday, 28th September, 2024. In addition to the AGM, an Extra-Ordinary General Meeting (EGM) of the members was held on December 17, 2024 for transacting special business as set out in the notice convening the said meeting.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on March 27, 2025 to discuss and review the performance of all other non- independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2025, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors (M/s Naresh Maheshwari & Co., FRN: 007113C). The Board of Directors of the Company hereby state and confirm that:

Pursuant to Section 134(5) sub section 3 (c) of the Companies Act, 2013,

i. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. Your Company consider its Human Resources as the key to achieve its objective. Keeping this in view, your Company take utmost care to attract and retain quality employees. The Company believes that, by effectively managing and developing human resources, it can achieve its vision, a significant effort has been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

Information as per Rule 5(1) of Chapter XIII, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is shown in Corporate Governance Section.

During the year, there was No employee receiving remuneration exceeding Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and/or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. So, no disclosure required as per prescribed under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

There were no employees posted and working in a country outside India, not being Directors or relatives, drawing more than the amount prescribed under the Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the details are not required to be circulated to the Members and also not required to be attached to this Annual Report.

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, conduct as per Company values & beliefs, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership, etc. The performance evaluation of the respective Committees and that of Directors was done by the Board excluding the Director being evaluated.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated. The evaluation process has been explained in the corporate governance report section in this Annual Report.

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and complied with the code for Independent Directors prescribed in schedule IV of the Companies Act, 2013 and Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency. All Independent directors of the company are registered on IICA Independent Director database. Further, Independent Directors fulfill the conditions of appointment as specified in the SEBI (Listing Regulations) and in the Companies Act, 2013 and are Independent of the Management.

As required under Regulation 46(2) (i) of the Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc, the details of familiarization programs conducted during the Financial Year is placed on the Company's website and the same can be accessed at www.vandanaknitwear.com.

The Nomination and Remuneration Committee has laid down the criteria for Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

• the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

• the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

• the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment as an independent director; and

• the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, corporate governance, technical operations, infrastructure or such other areas or disciplines which are relevant for the Company's business.

The Policy of the Company on Directors' appointment and remuneration including criteria for determining

qualifications, positive attributes, independence of a Director and other matters provided under sub-section

(3) of section 178, is appended as Annexure - A to this Report. The Policy has been posted on the website of

the Company http://www.vandanaknitwear.com/investor-relations.asp.

Your Company has a duly constituted Audit Committee, its composition as well as charter are in line with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. The Audit Committee of the Company comprises of Mrs. Chitra Naraniwal (Chairperson), Mr. Arpit Jain 8t Mr. Siddharth Jain as Members.The details relating to the same are given in Corporate Governance Report forming part of the Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

Pursuant to provisions of Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the listing regulations, the Company has duly constituted Nomination and Remuneration Committee. The details relating to the same are given in Corporate Governance Report forming part of this Annual Report.

The Committee identifies persons qualified to become Directors, and recommends to the Board the appointment, remuneration and removal of the Directors and senior management. The Committee's role also includes formulation of criteria for evaluation of performance of the Directors & the Board as a whole, and administration of the Employee Stock Option Schemes of the Company. All the recommendations made by the Nomination and Remuneration Committee during the year were accepted by the Board.

The Stakeholders' Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders' Relationship Committee of the Company comprises of Mr. Siddharth Jain (Chairperson), Mrs. Chitra Naraniwal & Mr. Arpit Jain as Members.

The details with respect to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Statutory Committees are given in detail in the Corporate Governance Report.

During the Financial year below mentioned material Changes were made:

a) The Company's Name was changed from Vandana Knitwear Limited to ATVO Enterprises Limited.

b) Change in main Business Activity carried out by the Company as set out in point Change in the nature of Business of the Company.

The terms relating to compliance with all relevant statutes relating to the environment and pollution control in the area of environment are not applicable.

The Company has framed a sound Internal Risk Management System to identify and evaluate business risks and opportunities and the same has become integral part of Company's Day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks. The Audit Committee and Board are supervising the proper risk identification and mitigation process.

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The detailed Risk Management framework has been provided in the Management Discussion and Analysis Report of the Company which is integral part of the Annual Report The Policy is available under the linkhttp://www.vandanaknitwear.com/downloads/risk-assessment-and- management-policy.pdf.

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

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

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

(A) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

Further, disclosures pertaining to remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also given under Annexure -C & D

(B) The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report.

During the year under review, the Company has not given any Loan, Guarantee or provided Security In connection with a loan nor has made any investment under the section 186 of the Companies Act, 2013.

Your Company has sound and adequate internal control systems commensurate with its size and nature of business. We constantly upgrade our systems for incremental improvements. The Audit Committee of the Board periodically reviews these systems. These systems ensure protection of assets and proper recording of transactions and timely reporting. Internal audit is conducted out by an independent professional firm on regular basis. The Audit Committee also regularly reviews the periodic reports of the Statutory Auditors, Internal Auditors and Accounts departments. The Company has trained the staff in order to upgrade with the recent changes in the taxation like GST. Audit Committee constantly tries to add value by evaluating existing systems.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

As per Section 177(9) of the Companies Act, 2013, your Company has formulated an effective Vigil Mechanism which provides a robust framework for dealing with genuine concerns & grievances. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. During the Financial Year under review no complaint was received by the Company.

The whistle blower policy of the company is available on company's website www.vandanaknitwear.com. In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2025 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Company's website and can be accessed at http://vandanaknitwear.com/investor-relations.asp.

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration in this regard signed by the Managing Director is given at the end of the Corporate Governance Report.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings and approved by the Central Government under section 118(10) of the Companies Act, 2013.

In conformity with the clauses of the Listing Regulations, the Cash Flow Statement for the year ended March 31, 2025 is annexed hereto.

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

During the year under review, there has been no one time Settlement of loans taken from Banks and Financial Institutions.

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply.

Your Board acknowledges with appreciation, the invaluable support provided by the Company's stakeholders, auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future