V-Marc India Ltd Directors Report

Dear Members,

Your Companys Directors are pleased to present the Twelfth Annual Report of V-Marc India Limited, along with Audited Financial Statements, for the financial year ended 31st March, 2025.

FINANCIALRESULTS

The operating results of the Company for the year under review are as follows:

Particulars	For the year ended 31.3.2025	For the year ended 31.3.2024
Revenue	90487.46	56472.92
Profits/(Loss) before Interest, Depreciation & Tax	9850.28	6682.085
Less: Interest	3063.23	2177.68
Less: Depreciation	1815.69	900.82
Less: Tax Expense	1361.89	918.24
Prior period items-(income)/expenses	-	-
Net profit for the period	3609.46	2685.30
Less: Utilized for Dividend Issue	0	0
Balance carried forward to Balance Sheet	3609.46	2685.30
Earnings Per Share	14.78	11.79

The Standalone Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

NAMEOF THECOMPANY

Prior to listing, Company was private limited known as Asian Galaxy Private Limited. Your Company has changed the name from Asian Galaxy Private Limited to "V-Marc India Private Limited" which was later on converted into Public Limited "V-Marc India Limited" vide dated February 04, 2021.

INITIALPUBLIC OFFER

The Shares of the company were listed on 9th April, 2021 on NSE (EMERGE). The Company has received approval vide NSE/ LIST/1009 dated 8thApril, 2021 from National Stock Exchange (NSE) for the listing of 2,27,85,696 equity shares on NSE (EMERGE) platform w.e.f. 9th April, 2021.The Company has undertaken in consultation with the BRLM, a private placement of 8,40,000 Equity Shares for cash consideration aggregating Rs. 327.60 Lakhs ("Pre IPO-Placement"). The 2,27,85,696 equity shares of V-Marc India Limited was listed on the NSE (EMERGE) Platform w.e.f 9th April, 2021 which included fresh issue of 60,00,000 equity shares in the IPO.

CHANGESIN SHARECAPITAL :

There is no change in the Authorized Share Capital during the financial year 2024-25. Hence, the Authorized Share Capital of the Company is INR 25,00,00,000 (Rs. Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of INR 10 each during the year 2020-21 During the year under review, the Company raised funds amounting 46,83,29,400/- (Rupees Forty-Six Crores Eighty-Three Lakhs Twenty-Nine Thousand Four Hundred Only) through a preferential issue. This involved the issuance and allotment of 16,35,000 (Sixteen Lakh Thirty-Five Thousand) Equity shares at a face value of 10 (Rupees Ten Only) each, at an issue price of 286.44 (Rupees Two Hundred Eighty-Six Point Four Four Only) per share to 30 (Thirty) Non-Promoter Shareholders. This fundraising was carried out following approval by the shareholders and the completion of all necessary regulatory procedures, including obtaining the required regulatory approvals.

The Board of Directors approved the allotment of 16,35,000 (Sixteen lakh Thirty-Five Thousand) Equity shares to 30 (Thirty) Non-Promoter Shareholders at a meeting held on October 08, 2024. The Company raised funds amounting to 46,83,29,400/- (Rupees Forty-Six Crores Eighty-Three Lakh Twenty-Nine Thousand Four Hundred Only) at an issue price of 286.44 (Rupees Two Hundred Eighty-Six Point Four Four Only) per share. Additionally, the Company received listing and trading approval from the National Stock Exchange of India Limited, referenced under NSE/LIST/45775, dated December 10, 2024.

Note: - Pursuant to the directive issued by the National Stock Exchange of India Limited (NSE) during the process of the Preferential Issue of Equity Shares, the Companyherebyconfirms undertakes that: and

"The proceeds raised through the Preferential Issue of Equity Shares have been utilized solely for the purposes and objects as stated in the offer documents and there has been no deviation or variation in the use of funds."

This undertaking is being provided in compliance with the said directive and forms part of the disclosures in the Annual Report for the financial year ended March 31, 2025.

The Object of Preferential Issue:

The proceeds of the Preferential Issue will be utilized for any one or in combination with any one or more of the purposes such as: I. To meet the long-term fund requirements of the Company, for expansion of business II. General corporate purpose or such other objects, as the Board may from time to time decide in the best interest of the Company.

• Disclosure regarding issues of equity shares without differential rights:

The Company has not made any issue of equity shares without differential rights during the period under review.

• Disclosure regarding issues of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the period under review.

• Disclosure regarding issues of employee stock options:

The Company has not provided any Stock Option Scheme to the employees during the period under review.

• Disclosure regarding the issues of sweat equity shares:

The Company has not issued any Sweat Equity Shares during the period under review.

PERFORMANCE REVIEW

The Net Sales of the Company increased by 60.23% to Rs. 90,487.46 Lacs in financial year 2024-25 from Rs. 56,472.92 Lacs in financial year 2023-24 The Company has posted Operating Profits (EBITDA) of Rs. 9713.60 Lacs in financial year 2024-25. The Company posted Profit after Tax (PAT) of Rs.3609.46 Lacs in the current financial year as against a PAT of Rs. 2685.30 Lacs in the previous financialyear; an increase of 34.41%.

A detailed analysis of Companys operations in terms of performance in markets, business outlook, risks and concerns form part of the Management Discussion and Analysis, a separate section of this Annual Report.

OPERATIONSREVIEW

During the year under review, the Company remained focused on strengthening its organizational capabilities to meet the evolving demands of the Indian wires and cables industry. To advance this objective, the Company undertook several strategic initiatives aimed at enhancing operational efficiency, technological innovation, and workforce development.

DIVIDENDS

Considering the future growth aspects for the company no dividend has been recommended by the Company for the year ended

31st March, 2025.

The Company is also not required to transfer any amount to the Investor Education and Protection Fund (IEPF) during the year

RESERVES

The Company during the year transferred Rs.3609.46 Lacs to the general reserves. Post transfer, the general reserves stood at Rs. 16,502.74 Lacs for year ended 31st March, 2025.

LISTING

The equity shares of your Company got listed at the National Stock of India Ltd. (EMERGE) w.e.f 9th April, 2021 and in dematerialized form. The ISIN No. of the Company is INE0GXK01018.

The Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2024-25.

During the year under review, the Company raised funds amounting 46,83,29,400/- (Rupees Forty-Six Crores Eighty-Three Lakhs Twenty-Nine Thousand Four Hundred Only) through a preferential issue. This involved the issuance and allotment of 16,35,000 (Sixteen Lakh Thirty-Five Thousand) Equity shares at a face value of 10 (Rupees Ten Only) each, at an issue price of 286.44 (Rupees Two Hundred Eighty-Six Point Four Four Only) per share to 30 (Thirty) Non-Promoter Shareholders. This fundraising was carried out following approval by the shareholders and the completion of all necessary regulatory procedures, including obtaining the required regulatory approvals.

The Board of Directors approved the allotment of 16,35,000 (Sixteen lakh Thirty-Five Thousand) Equity shares to 30 (Thirty) Non-Promoter Shareholders at a meeting held on October 08, 2024. The Company raised funds amounting to 46,83,29,400/- (Rupees Forty-Six Crores Eighty-Three Lakh Twenty-Nine Thousand Four Hundred Only) at an issue price of 286.44 (Rupees Two Hundred Eighty-Six Point Four Four Only) per share. Additionally, the Company received listing and trading approval from the National Stock Exchange of India Limited, referenced under NSE/LIST/45775, dated December 10, 2024.

RECONCILIATION OF SHARECAPITAL AUDIT

Mr. Ashish Sehrawat & Associates, a qualified practicing Company Secretary carried out the Reconciliation of Share Capital of Quarter ended 30th June, 2024, 30th September, 2024, 31st December, 2024 & Ms. Komal & Associates, a qualified practicing Company Secretary carried out the Reconciliation of Share Capital of Quarter ended on 31st March, 2025. Reconciliation of the total listed and paid-up share capital held with the National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) was done on quarterly basis as stipulated by the SEBI Regulations.

The Audit is carried out Quarterly basis in a year and the report thereon is submitted to the Stock Exchange. The report, inter alia, confirms that the total listed and paid-up share capital of the Company is in agreement with the aggregate of the total dematerialized shares and those in physical mode.

DEMATERIALIZATION OF SHARES

As on March 31, 2025, all Equity Shares of the Company are held in dematerialized form. The breakup of the equity shares held in dematerialized and physical form as on March 31, 2025 are as follows:

Mode	Record	Percentage	Shares	% To Capital
NSDL	771	37.19	36,56,250	14.97%
CDSL	1302	62.81	2,07,64,446	85.03%
Physical	0	0.00	0	0.00
Total	2073	100.00	2,44,20,696	100.00

The Company ISIN No. is INE0GXK01018 and Registrar and Share Transfer Agent is BIGSHARE SERVICES PRIVATE LIMITED. Share holding pattern and Distribution of Shareholdings as on 31st March, 2025.

(i) Shareholding Pattern:

S.No. Category	No. of Shares Held	% of Shareholding
1 Promoters & Promoter Group	1,58,41,696	64.87
2 Mutual Fund	-	-
3 Banks, FIs, Insurance companies	-	-
4 Private Bodies - Corporate	7,91,550	3.24
5 Directors and their Relatives (Non-Promoter)	9000	0.03
6 Clearing Members	6,000	0.02
7 Non-Resident Indians	1,51,500	0.62
8 Indian Public	73,06,900	29.93
9 HUF	3,14,050	1.29
Total	2,44,20,696	100.00

List of Shareholders holding more than 1% share in the Company as on March 31, 2025:

Sr No. Name of the Shareholder	No. of Equity Shares	% of Shareholding
1 Vikas Garg	12592100	55.26
2 Meenakshi Garg	3248596	14.26
3 Ashish Kacholia	497000	2.18
4 Suresh Kumar Agarwal	497000	2.18

Distribution Schedule as on March 31, 2025:

No. of Equity Shares Held	Number of Shareholders	Percentage of Total Shareholders	Percentage of Shares
1 - 5000	520	25.0844	0.7419
5001 - 10000	678	32.7062	2.8441
10001 - 20000	301	14.5200	2.2845
20001 - 30000	222	10.7091	2.8213
30001 - 40000	51	2.4602	0.8374
40001 - 50000	50	2.4120	1.0559
50001 - 100000	138	6.6570	4.4032
100001 - 9999999999	113	5.4510	92.1872

(ii) High And Low Prices of Shares with NSE Emerge:

S. No. Month & Year	NSE Emerge (SME Platform) V-Marc India Limited
	High (Rs.)	Low (Rs.)
1 April, 2024	139.55	85.05
2 May, 2024	205.45	144.00
3 June, 2024	188.95	154.35
4 July, 2024	241.90	159.20
5 Aug, 2024	490.65	238.35
6 Sep, 2024	482.85	375.00
7 Oct, 2024	437.00	373.00
8 Nov, 2024	494.15	384.65
9 Dec, 2024	435.70	361.00
10 Jan, 2025	416.00	325.05
11 Feb, 2025	342.00	252.55
12 Mar, 2025	279.85	200.30

Investors / Shareholders Correspondence

Investors / Shareholders may Correspondence with the company at the Registered Officeof at: the company Plot No. 3, 4, 18 & 20A, Sector-IIDC, SIDCUL, Haridwar, Uttarakhand-249403 Contact No. 01334-239638; Email id: cs@v-marc.in & investor@v-marc.in

WEBADDRESS OF ANNUALRETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3) of the Companies Act, 2013 The copy of Annual Return for the year ending on March 31, 2025 will be available on the Website of the Company www.v -marc.com.

MANAGEMENTDISCUSSION AND ANALYSIS

The Management Discussion and Analysis report as required under regulation 34 and Schedule V of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 forms and integral part of this report and provides overview of the business and operations of the Company as per "Annexure A"

DIRECTORREMUNERATION AND SITTINGFEES

Members attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2024-25. The remuneration and Sitting fees paid to Directors will be mentioned Annual return.

CREDITRATING

Your Companys credit rating is maintained in investment grade to Ratings IVR BBB+/ Stable for long-term bank facilities and IVR A2 for short-term bank facilities.

CORPORATEGOVERNANCE

COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

The Company firmly believes that Corporate Governance and compliance practices are of paramount importance in order to maintain the trust and confidence of the stakeholders, clients, and the good reputation of the Company and the unquestioned integrity of all personnel involved with the Company.

Pursuant to Regulation 15(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015, compliance of Corporate Governance is not mandatory. However, the company has complied with the provisions of Regulation 17 to 27 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent possible.

The Companys philosophy on Corporate Governance envisages the attainment of highest levels of transparency, accountability and equity, in all facets of its operations and in all interactions with its stakeholders, including shareholders, employees, the government and lenders.

BOARD OF DIRECTORS

The Board of Directors along with its committees provides leadership and vision to the management and supervises the functioning of the Company. In terms of the Companys Corporate Governance Policy, all statutory and other significant material information are placed before Board to enable it to discharge its responsibilities of strategic supervision of the Company as Trustees of stakeholders.

Details of Composition of Board as on March 31, 2025 are given below: -

S. No. Name of the Director*	Category	Date of Appointment	Directorship in other Companies#	Membership of Committee@	Chairman of Committee
1 Vikas Garg	Managing Director	04-02-2021	2	3	NIL
2 Raj Kumar Pandey	Independent Director	04-02-2021	NIL	4	1
3 Meenakshi Garg	Non-Executive Director	04-02-2021	2	2	1
4 Deepak Prabhakar Tikle	Executive Director	02.11.2022	NIL	0	1
5 Ranjeet Kumar Tibrewal	Independent Director	25.04.2023	NIL	1	1

#Includes Private Companies but excludes Limited Liability Partnership, Foreign Companies, Section 8 Companies & Alternate Directorship.

@includes Audit Committee, Stakeholders Relationship Committee, Nomination and remuneration Committee and CSR Committee only, of all companies including this company.

Note: None of the Directors of the Company are directors in any other listed Company

Note: None of the Director is a member of more than 10 committees or acting as Chairman of more than 5 committees across all companies in which he is a director.

NUMBER OF MEETINGSOF THEBOARD

During the period under review, the Board of Directors met Six (6) times in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose.

S.No. Type of Meeting	Date
1 Board Meeting No.1 [2024-25]	07-05-2024
2 Board Meeting No.2 [2024-25]	05-07-2024
3 Board Meeting No.3 [2024-25]	16-08-2024
4 Board Meeting No.4 [2024-25]	08-10-2024
5 Board Meeting No.5 [2024-25]	11-11-2024
6 Board Meeting No.6 [2024-25]	24-12-2024

NO. OF MEETINGSATTENDED BY EACH DIRECTOR

Sr. Name of the Director No.	Total No. of Board Meetings held in the FY during the Tenure of the Director	Total No. of the Board Meetings attended	Attendance at the last AGM held on 12th September, 2024
1. Mr. Vikas Garg	6	6	Yes
2. Mrs. Meenakshi Garg	6	5	Yes
3. Mr. Raj Kumar Pandey	6	6	Yes
4. Mr. Deepak Prabhakar Tikle	6	6	Yes
5. Ranjeet Kumar Tibrewal	6	6	Yes

GENERALSHAREHOLDER MEETINGS

The details of General Meetings of the Company held in last 3 years are as under:

Meetings	F. Y	Date	Time	Venue
AGM	2022-23	29-09-2022	11.00 AM	Audio-Video Conferencing
AGM	2023-24	27-09-2023	11.00 AM	Audio-Video Conferencing
AGM	2024-25	12-09-2024	11.00 AM	Audio-Video Conferencing

All the Directors attended the last Annual General Meeting

Details ofSpecial Resolution passed in last threeGeneral Meetings:

S. No. Particulars	Date
1 i. Regularisation of Mr. Aloak Kumar Tulsiyan (DIN: 09462547) who has been appointed as an Additional Director in the capacity of Executive & Non-Independent Director of the Company by the Board of Directors effective February 26, 2022 is hereby appointed as a Director, liable to retire by rotation.	29-09-2022
ii. Appointment of Mr. Aloak Kumar Tulsiyan (DIN: 09462547) as Whole Time Director of the Company for a period of three years with effect from February 26, 2022 to February 25, 2025
iii. Approval of Related Party Transactions with V-Marc Electricals Private Limited for the F.Y 2022-23
2 i. Appointment of Mr. Deepak Prabhakar Tikle as Executive Director of the company by the board of directors for a period of three years w.e.f November, 02,2022	29.09.2023
ii. Appointment of Mr. Ranjeet Kumar Tibrewal as Independent Director of the company by the board of directors for a period of five years w.e.f April, 27,2023
iii. Power to create Charge, Mortgage, Hypothecate and /or charge prescribed u/s 180(1)(a) of the Companies Act,2013
i. Approval of Related Party Transactions with V-Marc Electricals Private Limited for the F.Y 2023-24
3 i. Issuance of Equity Shares of the Company by way of Preferential Issue, subject to such approvals as may be required under the applicable laws.	12.09.2024
ii. Approval of Related Party Transactions

MEANSOF COMMUNICATION

Your Company regularly provides relevant information to the Stock Exchange as per the requirements of the provisions of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

The half-yearly and Annual financial results of the Company are published in leading newspapers in India and uploaded with NSE Limited.

The results and official news are available on www.nseindia.com and the website of the Companywww.v-marc.com.

Your Company has posted all its Official News releases on its website.

Presentation made to Institutional Investors / Analyst are available on the website of the Company at www.v -marc.com.

DIRECTORS AND KEYMANAGERIAL PERSONNEL

The Board of Directors consists of five members, of which two are Independent Directors and one is Woman Director. During the year under review, The Following were the Composition of Board of Directors and KMP as on March 31, 2025.

S.No. Name of the Person	Designation
1. Mr. Vikas Garg	Managing Director
2. Mr. Raj Kumar Pandey	Independent Director
3. Mrs. Meenakshi Garg	Non-Executive Director
4. Mr. Deepak Prabhakar Tikle	Executive Director
5. Mr. Ranjeet Kumar Tibrewal	Independent Director
6. Mr. Sanjiv Kumar	Chief Financial Officer (Appointed w.e.f 26.06.2024 and resigned w.e.f 30.06.2025)
7. Mr. D.K. Bansal	Chief Financial Officer (Appointed w.e.f 01.07.2025)
8. Mr. Anuj Ahluwalia	Company Secretary

DECLARATION BYINDEPENDENT DIRECTORS

The Company has received necessary disclosures from its Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets all the criteria laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

POLICY ON DIRECTORS APPOINTMENTAND REMUNERATION

The current policy aims to have a mix of Independent and Executive Directors on its Board and to separate out its functions of governance and management.

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-B to this report.

The appointment of Directors and remuneration paid during the financial year 2024-25 is as per the provisions of the Companies Act, 2013 and as per the terms laid down in policy of Nomination & Remuneration policy of the Company.

TRAININGOF INDEPENDENTDIRECTORS

Every new Independent Director of the Board attends an induction program. Every Senior-Management Personnel makes a presentation to inductees about the Companys strategy, operations, product and market, finance, risk management.

RETIREMENTBY ROTATION

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Associations of the Company, Mrs. Meenakshi Garg, Non-Executive Director is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

COMMITTEESOF THEBOARD

As on 31st March, 2025, there are four Board committees namely: a) Audit Committee, b) Nomination and Remuneration Committee, c) Stakeholders Relationship Committee and d) Corporate Social Responsibility Committee.

A.) AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and as per Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of Audit Committee is given below:

Name of the Director	Status	Nature of Directorship
Mr. Ranjeet Kumar Tibrewal	Independent Director	Chairman
Mr. Raj Kumar Pandey	Independent Director	Member
Mr. Vikas Garg	Managing Director	Member

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

• Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

• Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

• Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to: a) Matters required being included in the Directors Responsibility Statement to be included in the Boards Report in terms of Clause C of sub-section 3 of Section 134 of the Companies Act, 2013. b) Changes, if any, in accounting policies and practices and reasons for the same. c) Major accounting entries involving estimates based on the exercise of judgment by management. d) Significant adjustments made in the financial statements arising out of audit findings. e) Compliance with listing and other legal requirements relating to financial statements. f) Disclosure of any related party transactions. g) Qualifications in the draft audit report.

• Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purpose other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

• Reviewing, with the management, performance of statutory and internal auditors, adequacy of internal control systems.

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading department, reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors on any significant findingsand follow up there on.

• Reviewing the finding of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

• Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

• To review the functioning of the Whistle Blower mechanism, in case the same is existing.

• To overview the Vigil Mechanism of the Company and took appropriate actions in the case of repeated frivolous complaints against any Director or Employee.

MEETINGS HELD AND ATTENDANCE

During the Financial Year 2024-25, Four Meetings were held on 07/05/2024, 05/07/2024, 16/08/2024 and 11/11/2024. Mr. Ranjeet Kumar Tibrewal is the Chairman of the Audit Committee.

Members	Category	Meetings Held during the Tenure of the Directors	Meetings attended
Mr. Ranjeet Kumar Tibrewal	Independent Director	4	4
Mr. Raj Kumar Pandey	Independent Director	4	4
Mr. Vikas Garg	Managing Director	4	4

B.) NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements), 2015.

The composition of Nomination & Remuneration Committee is given below:

Name of the Director	Status	Nature of Directorship
Mr. Raj Kumar Pandey	Independent Director	Chairman
Mrs. Meenakshi Garg	Non-Executive Director	Member
Mr. Ranjeet Kumar Tibrewal	Independent Director	Member

TERMS OF REFERENCE:

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

To recommend to the Board, the remuneration packages of the Companys, Managing/Joint Managing/Whole time /Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);

To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Companys policy on specific remuneration packages for Companys Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any compensation payment;

Such other matters as May from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

MEETINGS HELD AND ATTENDANCE

The Members of the Nomination and Remuneration Committee met two times during the financial year 2024-25 on 06/05/2024 & 05/07/2024 as per the provisions of Section 178 of the Companies Act, 2013 and applicable provisions. Mr. Raj Kumar Pandey is the Chairman of Nomination and Remuneration Committee

Members	Category	Meetings Held during the Tenure of the Directors	Meetings attended
Mr. Raj Kumar Pandey	Independent Director	2	2
Mrs. Meenakshi Garg	Non-Executive Director	2	1
Mr. Ranjeet Kumar Tibrewal	Independent Director	2	2

C.) STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements), 2015. The composition of Stakeholder Relationship Committee is given below:

Name of the Director	Status	Nature of Directorship
Mrs. Meenakshi Garg	Non-Executive Director	Chairman
Mr. Vikas Garg	Managing Director	Member
Mr. Raj Kumar Pandey	Independent Director	Member

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

• Redressal of shareholders/investors complaints;

• Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Carrying out any other function as prescribed under the Listing Compliances.

MEETINGS HELD AND ATTENDANCE

The Members of the Stakeholder Relationship Committee met One time during the financial year 2024-25 on 28/03/2025 as per the provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Mrs. Meenakshi Garg is the Chairman of the Stakeholder Relationship Committee.

Members	Category	Meetings Held during the Tenure of the Directors	Meetings attended
Mrs. Meenakshi Garg	Non-Executive Director	1	1
Mr. Raj Kumar Pandey	Independent Director	1	1
Mr. Vikas Garg	Managing Director	1	1

D.) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE The Composition of Corporate Social Responsibility (CSR) Committee:

Name of the Director	Status	Nature of Directorship
Mr. Deepak Prabhakar Tikle	Executive Director	Chairman
Mr. Vikas Garg	Managing Director	Member
Mr. Raj Kumar Pandey	Independent Director	Member

MEETINGS HELD AND ATTENDANCE

The Members of the Corporate Social Responsibility (CSR) Committee met One time during the financial year 2024-25 on 05/03/2025 as per the provisions of the Companies Act, 2013 and applicable provisions.

Mr. Deepak Prabhakar Tikle is the Chairman of the CSR Committee.

Members	Category	Tenure of the Directors	Meetings Attended
Mr. Vikas Garg	Managing Director	1	1
Mr. Raj Kumar Pandey	Independent Director	1	1
Mr. Deepak Prabhakar Tikle	Executive Director	1	1

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which form part of this report. The Company has also complied with disclosing the required details on the website of the company on www.v -marc.com which are as follows:

Details of its business

Composition of various Committees

RELATEDPARTY TRANSACTIONS

All contracts or arrangements with related parties, entered into or modified during the financialyear ended 31 st March 2025, were on arms length basis and in ordinary course of business. Appropriate Approvals have been obtained wherever required by the Members or Board of Directors of the Company.

Particulars of the Contract or Arrangements with the related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as ANNEXURE-C to this Report.

DEPOSITS

During the financial year 2024-25, your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and other applicable laws and as such no amount of principal or interest was outstanding as on date of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEESOR INVESTMENTS UNDER SECTION 186OF THECOMPANIES ACT, 2013.

The Company has not given any loan or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN 31ST MARCH, 2025 AND THEDATE OF BOARDS REPORT

There are no material changes between 31st March, 2025 and the date of boards report but the company is determined to progress with the enhancement of their operations to work smoothly for the betterment of their stakeholders which is similar to the commitments which are making impact on the financial position of the company in a significant manner.

SUBSIDIARY COMPANIES, JOINTVENTURES & ASSOCIATECOMPANIES

The Company does not have any Subsidiary, Joint Venture and Associate Company.

CORPORATESOCIAL RESPONSIBILITY (CSR)

Your Company has constituted a Corporate Social Responsibility Committee of the Board comprising of 3 members, namely Mr. Deepak Prabhakar Tikle (Chairman) Mr. Vikas Garg, (Member), Mr. Raj Kumar Pandey, (Member). The committee were reconstituted in the board meeting held on 26.04.2023. The Committee is responsible for formulating and monitoring the CSR policy of the Company. Details about the CSR policy of the Company and initiatives taken by the Company on CSR during the year are available on our website.

As per the Companies Act, 2013, every company having net worth of rupees five hundred crores or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crores or more during any financial year year, at least two percent of the average net profits of the company made during the three immediately precedingfinancialyear, in pursuance of its Corporate Social Responsibility Policy. Accordingly, our Company was required to spend Rs. 37.42 Lacs on CSR activities during the year.

During the year under review, your company has spent Rs. 37.42 Lacs towards corporate social responsibility. The annual report on CSR Activities is appended as Annexure-Dto this Board Report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website i.e., www.v -marc.com

VIGILMECHANISM / WHISTLEBLOWER POLICY

The Company has a Whistle Blower Policy/ Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The purpose of this mechanism is to provide a framework to report concern about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and provide adequate safeguards against victimization of the person availing this mechanism. This Policy has been appropriately communicated within the organization and is effectively operational. The policy provides mechanism whereby whistle blower may send protected disclosures directly to the Chairman of Audit Committee or Vigilance Officer. The Policy is available on the website of the Company i.e. www.v -marc.com.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate dealing in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Policy is available on the website of the Company i.e., www.v -marc.com. All Board Directors and the designated employees have confirmed compliance with the code.

RISKMANAGEMENT

Your Company is working in an open environment and hence faces various types of risk. Company has analyzed all the possible types of risk and has taken steps to cover as much as possible if the tools of risk management are reasonably priced and available. Company has a clear policy and management to cover the various risks.

HUMAN RESOURCE MANAGEMENT

We are focused to attract and retain talented skills and make them motivated through various skill-development programs. We provide quality workplace to our employees and provide platform to develop and to grow. The statement containing the names and other particulars of employees in accordance with section 197 (12) of the Companies Act, 2013, read with rules 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as "Annexure-E"to the Board Report.

CONSERVATION OF ENERGY

The operational activity of the Company does not involve large energy consumption. In any case, conservation of energy is considered to be a priority and therefore ensuring minimum consumption by way of better energy conservation programs, training/ awareness of the employees, layout of machines and prompt upkeep is a continuous exercise.

TECHNOLOGYABSORPTION

The Company is taking care of latest development and advancements in technology and all steps are being taken to adopt the same.

FOREIGN EXCHANGEEARNINGS AND OUTGO

Sr. No. Particulars	Foreign Exchange Earning (Amount in ) (Amount in Lakhs)	Foreign Exchange outgo (Amount in ) (Amount in Lakhs)
1 Purchase of Capital Goods	NIL	1807.03
2 Purchase of Material	NIL	68.99
3 Export Sales	NIL	NIL
Total	NIL	1876.02

AUDITORS

M/s Rajeev Singal & Co., Chartered Accountants, having Firm Registration No. 008692C were appointed as Statutory Auditors of the Company for a period of four Consecutive years at the 8th Annual General Meeting of the Member held on September 29, 2021 on a remuneration mutually agreed between the Board of Directors and the Statutory Auditors. Further M/s Rajeev Singhal & Co., Chartered Accountants, have been re-appointed as statutory auditor of the Company in its Board Meeting held on 18th August, 2025 for a period of 2 (two) years from the conclusion of this Annual General Meeting (AGM) i.e. 12th AGM till the conclusion of 14th AGM subject to the approval of shareholders in the ensuing Annual General Meeting on a remuneration mutually agreed between the Board of Directors and the Statutory Auditors.

AUDITORS REPORT

There was no observation or qualification in the Auditors Report for the financial year ended31 st March 2025. The Notes on Financial Statements referred to in the Auditors report are self-explanatory and therefore do not require any further comments.

SECRETARIALAUDITOR & REPORT

M/s. Ashish Sehrawat & Associates, Company Secretaries, was appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2024-25, Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report in form MR- 3 is enclosed herewith as "Annexure-F" to the Boards Report.

The Secretarial Audit Report does not contain any observation, qualification or remark by the Auditor.

COSTAUDITOR

Maintenance of Cost Records has been specified by the Central Government, under sub -section (1) of section 148, of the Companies Act, 2013, and records has been made and maintained. The Company has appointed M/s Ahuja Sunny & Associates, Cost Accountants (FRN: 001813), as Cost Auditor of company for the F.Y 2024-25.

INTERNALAUDIT AND AUDITOR

During the year under review, S A H A G & Associates, Chartered Accountants, Roorkee (FRN 014326C) (Formerly known as K P A D & Associates) has been appointed as Internal Auditor of the company for Internal Audit of Financial year 2024-25. During the year, the Company continued to implement his/her suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

INTERNALFINANCIAL CONTROL

The Board has adopted adequate policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has successfully laid down the framework and ensured its effectiveness. V-Marc has defineddelegation of well-power with authority limits for approving revenue as well as expenditure. V-Marc hasalsowell-definedprocesses for formulating and reviewing long term and business plans. V-Marc will continue its efforts to align its processes and controls with global best practices.

SIGNIFICANTAND MATERIALORDERS

There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future during the year under review.

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

The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case filed or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

Number of complaints pending at the beginning of the year: NIL

Number of complaints received during the year: NIL

Number of complaints disposed of during the year: Not Applicable

Number of cases pending at the end of the year: Not Applicable

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce (on and off roll employee) as on the March 31, 2025.

Male Employees: 713 Female Employees: 19 Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

INCIDENTOF FRAUD

No significant fraud by the Company or on the Company by its officers or employees has been noticed period covered by our audit.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

INVESTORS EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer & Refund) Rules 2016 all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF established by Central Government after completion of seven years. During the year under review, there was no amount liable or due to be transferred to Investor Education and Protection Fund.

SECRETARIALSTANDARDS

During the year under review, your Company has complied with all applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 (10) of the Companies Act, 2013.

CEO & CFOCERTIFICATION

Certificate from Mr. Vikas Garg, Managing Director Officer pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2024-25 was placed before the Board of Directors of the Company at its meeting held on May 12, 2025. A certificate is attached with this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors hereby state and confirm that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed. b) 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 or loss of the company for that period. c) The Directorshavetakenproperandsufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d) The Directors have prepared the annual accounts on a going concern basis. e) The Directors had laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your directors take this opportunity to express their sincere appreciation for the excellent support and co-ordination extend by the shareholders, customers, suppliers, bankers and other business associates. Your directors gratefully acknowledge ongoing cooperation and support provided by Central Government and State Government and all regulatory authorities. Your directors also place on records their appreciation for the contribution made by employees at all levels.

		For and on behalf of the Board
		V-Marc India Limited
	Vikas Garg	Deepak Prabhakar Tikle
Place: Haridwar	Managing Director	Executive Director
Date: August 18, 2025	DIN :05268238	DIN: 09756849