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Vama Industries Ltd Directors Report

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Nov 13, 2026|04:01:00 PM

Vama Industries Ltd Share Price directors Report

Dear Members,

Your Board of Directors is pleased to present the Companys 41st Annual Report and the Companys Audited Financial Statement (Standalone & Consolidated) for the financial year ended March 31, 2026.

FINANCIAL PERFORMANCE:

The Financial Results and performance of your Company for the year ended 31st March, 2026 on Standalone and Consolidated basis is summarized below:

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

FY 2025-26

FY2024-25

FY 2025-26

FY 2024-25

Turnover

1500.90

6423.95

1303.44

6428.95

Other Income

33.34

17.10

33.34

18.16

Total Income

1534.24

6441.05

1336.78

6446.68

PBIDT

172.70

212.73

(63.43)

195.08

Less:(i) Interest

95.82

21.02

95.82

21.02

(ii)Depreciation

40.06

38.68

40.06

38.68

Profit Before Exceptional Items and Tax

36.82

153.03

(199.31)

135.38

Exceptional Item

-

-

-

Profit Before Tax

36.82

153.03

(199.31)

135.38

Less: Provision for Tax

-Current

10.48

-

10.48

-

-Previous years tax provision

14.39

-

14.39

-

-Deferred

9.89

(45.00)

9.89

(45.00)

Profit After Tax

2.06

198.03

(234.07)

180.80

Total Other Comprehensive Income

0.76

0.22

0.76

0.22

Total Comprehensive Income

2.81

198.25

(233.32)

180.60

Earnings Per share (EPS)

0.00

0.38

(0.45)

0.34

PERFORMANCE SUMMARY AND STATE OF AFFAIRS:

Your management has been persistently putting its efforts to scale up the Companys business, however, due to various geo political forces coupled with dynamic predatory business strategies at international level, your Company has not been able to sustain the tempo achieved by it in the FY 2024-25. The financial year 2025-26 was a moderate business year wherein your Company reported a turnover of Rs.15.01 Crores as against Rs.64.24 Crores for the FY 2024-25. This had an cascading impact on the bottomline as well. For the FY 2025-26, Profit before Tax stood at Rs.0.37 Crores when compared to Rs.1.53 Crores for the FY 2024-25.

Your management is not leaving any stone unturned while pursuing good projects and eventual business for the Company. However, owing to heavy pressure on availability of hardware, spares and components, your Company apprehends to honor the delivery commitments, thus limiting the bidding options and eventual successful projects. Despite the said, we are confident of a sustained revival in the ensuing year.

A comparative analysis at Consolidated Level and at Standalone Level, year on year basis is hereunder:

Consolidated Level
As you are aware, we have a Wholly Owned Subsidiary in Singapore under the name and style "Vama Technologies Pte Ltd., (WOS) which had played critical role in securing business for the Company and acting as its overseas interface. However, as stated elsewhere in this Report, on account of subtle changes in the business strategy, your Company is focusing more on Indian operations. At consolidated level, we had an operational income of Rs.13.03 Crores for the FY 2025-26 as against Rs. Rs. 64.30 crores for the FY 2024-25.

Standalone Level
At Standalone Level, we have achieved an operational turnover of Rs.15.01 Crores for the FY 2025-26 as against Rs.64.24 Crores for the FY 2024-25.

We do not propose to transfer any amount to the Reserves for the current Financial Year.

Consolidated Financial Statement
In accordance with the provisions of the Companies Act, 2013 and applicable Accounting Standards and principles, the audited financial figures of our Wholly owned Subsidiary have been merged and consolidated with that of our Company and the audited consolidated Financial Statements are provided in the Annual Report.

Performance of Vama Technologies Pte Ltd., a WOS of the Company

BUSINESS OPERATIONS AND OUTLOOK

Vama is actively engaged in delivering innovative solutions to clients in the Space and Defense sectors, while also providing specialized cloud computing support to niche customers. The company has been implementing projects across India for organizations such as ISRO, the Defense sector, and is increasingly taking on turnkey assignments.

Further, your Company has also been supporting High Performing Computing Services and cloud services which are in high demand globally. With India becoming a dominant player in the Space sector, ISRO has been launching multiple satellites and the need for Data Centre infrastructure is increasing rapidly. ISRO is trying to increase its capacity to deliver by scaling up the frequency of launches by building more satellites and lowering the cost of access to space. VAMA is bidding for infrastructure projects. With the growth in Space and Defense sectors we are confident that we will continue to get opportunities to work on major turnkey projects.

VAMA has increased the sales and marketing activities for the international market especially for the Engineering Services and ITES business. Vama is working on IOT Projects, support services for IOT and We also pursuing engineering Digital services. Further we are confident that with the increase in sales and marketing activities, our domestic as well as international business will report better performance.

MATERIAL CHANGES AND COMMITMENTS

There has been no material changes or commitments that could affect the financial position of the Company between the close of the financial year and the date of this report.

NATURE OF BUSINESS

There has been no change in the nature of business of your Company during the FY ended 31st March, 2026.

DIVIDEND

In view of uncertain business environment and low profitability for the FY 2025-26, your Board of directors do not recommend any dividend for the financial year under report.

Pursuant to Regulation 43A of SEBI (LODR) Regulations, 2015, we have framed a Dividend Distribution Policy and the same is annexed as Annexure X to this Report. The Dividend Distribution Policy is posted on the website of the Company and may be accessed at https://vamaind.com/wp-content/uploads/2024/07/Dividend Distribution Policy.pdf.

ISSUE AND ALLOTMENT OF SECURITIES / CHANGES IN SHARE CAPITAL

During the FY 2025-26, there was no change in the share capital of the Company. The Capital Structure, as on date, stands as follows:
Authorised Capital: Rs.11 Crores
Issued, subscribed and Paid-up Capital: Rs.10.51 Crores

SUBSIDIARY, JOINT VENTURES & ASSOCIATE COMPANIES

As you are aware, Vama Technologies Pte Ltd., the Wholly Owned Subsidiary in Singapore, incorporated with an objective to act as a catalyst and provide requisite business edge to Vama Industries Limited. However, owing to various factors, beyond the control of management, the said subsidiary is not able to serve the intended purpose. For the FY ended 31st March, 2026, it has recorded a Nil turnover. The management is exploring various options to address the issue.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiary in the prescribed format AOC-1 is provided as Annexure-I to this Report. The statement also provides the details of performance and financial position of the said subsidiary.

Further, we undertake that the Annual Accounts of the subsidiary Company and the related detailed information will be made available to the shareholders of the Company and to the shareholders of the subsidiary company seeking such information at any point of time. Further, the Annual Accounts of the subsidiary Company shall also be kept for inspection by any shareholder at our Registered office and that of the subsidiary Company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statement and related information of the Company and audited accounts of the subsidiary, are available on our website, www.vamaind.com.

The Company does not have any other subsidiary / wholly owned subsidiary apart from Vama Technologies Pte Ltd., which was incorporated in the FY 2016-17. Further, there were no instances of any new subsidiary / joint venture or associate Company becoming or ceasing to be as such during the year under review.

Disclosure under Regulation 34(3) read with Schedule V of the Listing Regulations Related Party disclosure as per Schedule V of the Listing Regulations

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the Board was duly constituted.

Further, during the year under review, in terms of Section 152 of the Companies Act, 2013, Ms. Vandana Modani (DIN: 09630896) was reappointed to the office of Director of the Company, liable to retire by rotation, in the previous AGM held on 29th September, 2025.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. V. Parvathi (DIN: 01240583) retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

Further, based on the recommendation of Nomination and Remuneration Committee, Ms. V. Parvathi (DIN: 01240583) was reappointed to the office of Whole-time Director of the Company (designated as Executive Director) for a period of 3 Years, at a remuneration of Rs.19000 per month, effective 10.09.2026. The said appointed is proposed to the members for their approval. Corresponding resolution forms part of Notice.

Save and except the said, there was no change in the composition of the Board.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received respective declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.

Independent Directors of your company have duly met on 13th February 2026 to discuss the performance of the NonIndependent Directors. All the independent Directors were present during the meeting.

In the opinion of the Board, all the Independent Directors of the Company possess integrity, expertise, and experience justifying their respective office.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, it is stated that
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any,
b) the directors had 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, 2025-26 and of the profit of the company for that period;
c) the directors had 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;
d) the directors had 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 were 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.

COMPOSITION OF BOARD COMMITTEES:

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its committees is provided under the "Corporate Governance Report" section in this Annual Report. As on the date of this Report, the composition of various Committees stands as hereunder:

Audit Committee
Ms. Jonnada Vaghira Kumari
Mr. Manish Kumar Shukla
Ms. Shilpa Kotagiri

Nomination and Remuneration Committee
Ms. Shilpa Kotagiri Chairman
Ms. Jonnada Vaghira Kumari Member
Mr. Manish Kumar Shukla Member

Stakeholders Relationship Committee
Mr. Manish Kumar Shukla Chairman
Ms. Jonnada Vaghira Kumari Member
Ms. Shilpa Kotagiri Member

Risk Management Committee
Ms. Jonnada Vaghira Kumari Chairperson
Mr. V. Atchyuta Rama Raju Member
Ms. V. Parvathi Member

Further, we have in place a committee under the name and style Internal Complaints Committee which looks into various matters concerning harassment, if any, against women at workplace. Details of composition etc., of the said committee are provided in the section on Corporate Governance.

BOARD EVALUATION

In terms of the requirements of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and that of the Committees.

During the year, Board Evaluation process was conducted by the Company internally which included the evaluation of the Board as whole, Board Committees and peer evaluation of directors. While carrying out the evaluation process, industry practices are also examined and applied, to the extent feasible. Further, the Independent Directors carried out annual performance of the Chairman. The exercise was led by the chairman of Nomination and Remuneration Committee of the Company. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and its committees, experience and competencies, performance of special duties and obligations, governance issues etc. As an outcome of the exercise, it was noted that the Board as a whole is functioning as cohesive body which is well versed with different perspectives. Further, performance evaluation was also carried out for Ms. Vandana Modani, who was reappointed to the office of Non-Executive Director of the Company. Further, performance evaluation was also carried out for Mrs. V. Parvathi, who has been reappointed to the office of whole time director of the Company and further retires by rotation and being eligible, has offered herself for reappointment.

Performance evaluation of the Board members is a continuous exercise at Vama, which helps us to rectify and improve the functioning on a real time basis.

POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC.

We have devised the following policies, which are attached herewith and marked as Annexure -Vill and IX respectively:
a. Policy for selection of Directors and determining Directors Independence; and evaluation mechanism.
b. Remuneration Policy for Directors, Key managerial Personnel and other employees.

The aforesaid policies are uploaded on the website of the Company and may be accessed at
i. https://vamaind.com/wp-content/uploads/2024/07/Policy_for_Selection_of_Directors.pdf and
ii. https://vamaind.com/wp-content/uploads/2024/07/Remuneration_Policy.pdf

MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, the Board meetings were scheduled at regular intervals to discuss business performance, policies, strategies and other matters of significance.

The Board duly met 6 times during the Financial Year 2025-26 i.e. 28th May, 2025, 14th August, 2025, 02nd September, 2025, 14th November, 2025, 25th November, 2025 and 13th February 2026. The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

Detailed information regarding the meetings of the Board, Committees, Directors attendance etc., is provided in the report on Corporate Governance, which forms part of the Boards Report.

RISK MANAGEMENT

We have constituted a Risk Management Committee and formulated a policy on the Risk Management in accordance with the Act and Regulation 21 of the Listing Regulations to frame, implement and monitor the risk management plan for your Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Furthermore, your Company has set up a robust internal audit function which reviews and ensures sustained effectiveness of internal financial controls by adopting a systematic approach to its work. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Annual Report.

Our Risk Management Policy may be accessed at: https://vamaind.com/wp-content/uploads/regulation_46/(g)%20Policy-on-dealing-with-Related-Party-Transactions.pdf

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY /INTERNAL FINANCIAL CONTROL SYSTEMS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Board has ensured that there are adequate Internal Financial Controls commensurate with the size, nature of operations and requirements.

We conduct regular management reviews in order to ascertain the effectiveness of our Internal Financial Controls. Further, it is also obtained through our management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the Internal Financial Control systems by the Internal Auditors during the course of audits. We believe that these systems provide reasonable assurance that our Internal Financial Controls are commensurate with the requirements of our organization.

AUDITORS

Statutory Auditors:
M/s. P. Suryanarayana & Co., Chartered Accountants (FirmRegistration Number:009288S) who were appointed as the Statutory Auditors of the Company at the 37th Annual General Meeting held on 30th September, 2022 for a period of 5 years shall continue to hold their office as such till the conclusion of 42nd Annual General Meeting. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors Observation(s) & reply thereto:
As regards the observation made by the Auditors vide para 14 in the Report on Standalone Financial Statement and para 15 in the Report on Consolidated Financial Statement, we assure and confirm that principles and features of Audit trail have been adopted and complied in letter and spirit. The accounting software package used by the Company has all the said features, as compatible with audit trail. It operated throughout the year and there was no instance of any tampering thereto.

As regards the reported delays in depositing undisputed statutory dues, (para vii in the Annexure B to the Report on Standalone Financial Statement) we would like to mention that the irregularity and the delays were caused purely on account of liquidity crisis and funds flow arising out of various reasons beyond the control of management We are in the process of making the pending payments.

Further the Notes on Financial Statements referred in the Auditors Report are self-explanatory and do not call for any further comments.

Internal Auditors:
M/s. K V Koteswara Rao & Associates, Chartered Accountants (Firm Registration No. 005798S), held the office of the Internal Auditors of the Company for the FY 2025-26. The Internal Audit Reports were submitted on quarterly basis and the same were placed in the respective Meetings of the Audit Committee and that of the Board of Directors.

The Board of Directors, based on the recommendations of the Audit Committee has appointed M/s. K V Koteswara Rao & Associates, Chartered Accountants (Firm Registration No. 005798S), Hyderabad as the Internal Auditors of the Company for FY 2026-2027.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed Ms. Sravanthi Gadiyaram, Company Secretary (Peer Review Number: 7023/2025) as the Secretarial Auditor of your Company at the 40th Annual General Meeting held on September 29, 2025, for a period of 5 (Five) consecutive financial years i.e., from the FY 2025-26 to FY 2029-30. The Secretarial Audit Report issued by Ms. Sravanthi Gadiyaram, Company Secretary for the FY 2025-26 is enclosed as Annexure III with this Report.

Observation(s) & reply thereto:

The Secretarial Auditor has confirmed that they are a Peer Reviewed Practice Unit as per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and that they are not disqualified from continuing as the Secretarial auditors of your Company.

COST RECORDS:

We confirm that the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 and hence accounts and records related thereto are not required to be made or maintained.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

During the FY 2025-26, the contract / transaction entered by the Company with its related party was in its ordinary course of business and on arms length basis.

We have not entered into any contact with any related party other than with our Wholly owned subsidiary "Vama Technologies Pte Ltd". During the year, we have not entered into any contract / arrangement / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions and there were no materially significant related party transactions which could have potential conflict of interest with that of the Company at large.

Members may refer Note 2.32 to the standalone financial statements which sets out related party disclosure pursuant to IndAS. The policy on Materiality of Related Party Transactions may be accessed on the Companys website https://vamaind.com/wp-content/uploads/regulation_46/(g)%20Policy-on-dealing-with-Related-Party-Transactions.pdf

However, pursuant to the applicable provisions of the Companies Act, 2013, the prescribed details of the aforesaid Related Party Transactions are provided in Form No. AOC-2 annexed herewith and marked as Annexure-II.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205C of the Companies Act, 1956 and Section 124(5) of the Companies Act, 2013, any dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account needs to be transferred to the Investor Education and Protection Fund (IEPF), established by the Central Government. During the FY 2025-26, the unclaimed dividend in respect of financial year 2017-18 amounting to Rs. 45,732 (Rupees Forty-Five Thousand Seven Hundred and Thirty Two) has been transferred to IEPF by the Company.

The details related to dividend remaining unpaid (out of the dividend declared during the last 7 years) till date may be accessed on our website, www.vamaind.com.

TRANSFER OF SHARES TO IEPF

The IEPF Rules mandate Companies to transfer shares of members whose dividends remain unpaid / unclaimed for a continuous period of 7 years to the Account of IEPF Authority. The members whose dividend / shares are transferred to the IEPF Authority can claim their shares / dividend from the Authority.

The details of shares transferred to the Investor Education and Protection Fund (IEPF), in terms of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, may be accessed on our website, www.vamaind.com. The Company has appointed a Nodal officer under the provisions of IEPF, the details of which are available on the website of the Company https://vamaind.com/investor-contact.html.

Information in respect of unclaimed dividend and due dates for transfer to the IEPF are given below:

INSURANCE

All properties and insurable interests of the Company have been fully insured.

QUALITY INITIATIVES

We continue to maintain successfully the following ISO Certifications during the year.
ISO 27001:2022- Information Security Management System ISO 20000-1:2018- IT Service Management System ISO 9001:2015- Quality Management System

FIXED DEPOSITS

We have neither accepted nor repaid any deposits during the FY ended 31st March, 2026. Further, there were no outstanding deposits as at the beginning of the FY or at any time during the FY 2026. Hence, there are no details to be provided pursuant to Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014.

Further, the details of unsecured loans borrowed / repaid from / to Director during the FY ended 31st March, 2026 and / or outstanding as on the said date are as hereunder:

1. Mr. V. Atchyuta Rama Raju 81.51 0.15

Further, Mr. V. Atchyuta Rama Raju had provided declaration in writing that the amounts earlier lent by him are his own funds and not been given out of funds acquired by him by borrowing or accepting loans or deposits from others.

ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT-7 along with attachments is placed on the website of the Company,
https://vamaid.com/wp-content/uploads/annual_returns/Annual%20Return%20for%20FY%202025%20%E2%80%93%2026.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177 of the Companies Act, 2013 and Regulation 2 of SEBI (LODR) Regulations, 2015, the Company has formalized the process and implemented Whistle Blower Policy within the Company, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/ misappropriation of assets to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

The details of the vigil mechanism are provided in the Corporate Governance Report and are set out in Annexure XI to this Report. The Vigil Mechanism and Whistle Blower Policy may be accessed on our website at the link: https://vamaid.com/wp-content/uploads/2024/07/Vigil_Mechanism_Whistle_Blower_Policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the provisions of SEBI (LODR) Regulations, 2015, a Report on the Management Discussion and Analysis is set out in Annexure-V, attached to this Report.

CORPORATE GOVERNANCE

Your Company has been making every endeavor to bring more transparency in the conduct of its business. We have set highest standards as our benchmarks, which are reviewed and evaluated on a continuous basis. As per the requirements of Regulation 34 (3) of the Listing Regulations, a report on Corporate Governance for the year 2025-26 and a Certificate from Ms. Sravanthi Gadiyaram, Practicing Company Secretary (ACS No. 25754 and C.P No. 25597), is furnished which forms part of this Annual Report as Annexure-VII.

DISPATCH OF ANNUAL REPORTS

In compliance with the applicable provisions, we shall dispatch the Annual Report for the FY 2025-26 in electronic format to all the members whose e-mail addresses are registered and updated with our Registrar & Transfer Agents.

LISTING & TRADING

Our Equity Shares are listed on BSE Limited, Mumbai. The listing fee for the FY 2026-27 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2025-26.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is attached herewith and marked as Annexure-VI (i).

We do hereby affirm that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, we do not have any employee whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act,2013, read with Rule 5(2)(i) & (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended i.e.Rs.8.5 lacs per month or Rs.1.02 Crores per annum as the case may be.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31st March, 2026 as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended is attached herewith and marked as Annexure-VI (ii).

LOANS, GUARANTEES OR INVESTMENTS

As you are aware, we had an aggregate investment of Rs.3,89,040 (equivalent to 6000 USD), standing at Rs.4.93 lacs as on 31.03.2025, towards subscription of 8680 equity shares, i.e., 100% stake, in Vama Technologies Pte., Ltd., the wholly owned subsidiary of the Company. In view of compelling circumstances and grim possibility of revival, the said investment has been written off as impairment loss.

Apart from the aforesaid, we have not given any loan or made investment or given guarantee or provided security as contemplated under Section 186 of the Act.

DEMATERIALIZATION OF SHARES

99.82% of the total paid up equity shares of our Company are in dematerialized form as on 31st March, 2026.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators / Courts which would impact the going concern status of our Company and its future operations.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

We strongly support the rights of all our employees to work in harassment-free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment andfor matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure.

Further, we have in place a committee under the name and style Internal Complaints Committee in compliance of POSH Act, which looks into various matters concerning harassment, if any, against women at workplace, addresses concerns and complaints of sexual harassment and recommends appropriate action. Details of composition etc., of the said committee are provided in the section on Corporate Governance.

(a) Number of complaints of sexual harassment received in the year: Nil (b) Number of complaints disposed off during the year: Nil (c) Number of cases pending for more than ninety days: N.A

CORPORATE SOCIAL RESPONSIBILITY

Since our Company does not fall within any of the parameters specified under the provisions of Section 135 of the Companies Act, 2013 read with Rules made thereunder, reporting pursuant to Section 134(3) (o) is Not Applicable.

COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

Your Company complies with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees, 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. Your 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure IV to this report

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

DETAILS OF DIFFERENCE BETWEEN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

Not applicable (As there were no instances of one-time settlement with the Banks or financial institutions during the year under review).

OTHERS:

Reporting of Frauds:

During the year under review, there was no instance of fraud, which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made there under.

Secretarial Standards:

We confirm that applicable secretarial standards i.e., SS-1 and SS-2 relating to Meeting of the Board of Directors and General Meetings respectively, have been duly complied by the Company.

ACKNOWLEDGEMENTS AND APPRECIATIONS:

Your Directors take this opportunity to express their sincere appreciation to the employees, shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your Directors gratefully acknowledge the sustained co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

Equally, we are thankful to our shareholders and stakeholders for their continued faith in our vision and leadership. Your engagement drives us to stay accountable, forward-thinking, and purpose-driven.

For and on behalf of the Board

Sd/- V. Atchyuta Rama Raju

Chairman and Managing Director DIN:00997493

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ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited. All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.