Vama Industries Ltd Directors Report

Dear Members,

Your Board of Directors is pleased to present the Companys 40^th Annual Report and the Companys Audited Financial Statement (Standalone & Consolidated) for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE:

The Financial Results and performance of your Company for the year ended 31^st March, 2025 on Standalone and Consolidated basis is summarized below: (Rs. In Lakhs)

Particulars	Standalone		Consolidated
	FY 2024-25	FY2023-24	FY 2024-25	FY 2023-24
Turnover	6423.95	521.12	6428.95	568.41
Other Income	17.10	5.49	18.16	5.49
Total Income	6441.05	526.61	6446.68	573.90
PBIDT	212.73	(263.15)	195.08	(329.26)
Less:(i) Interest	21.02	163.94	21.02	163.94
(ii) Depreciation	38.68	25.29	38.68	25.29
Profit Before Exceptional Items and Tax	153.03	(452.38)	135.38	(518.49)
Exceptional Item	-	159.12	-	159.12
Profit Before Tax	153.03	(293.26)	135.38	(359.37)
Less: Provision for Tax
-Current	-	-	-
- Previous years tax provision	-	-	-
-Deferred	(45.00)	19.01	(45.00)	19.01
Profit After Tax	198.03	(312.27)	180.80	(378.38)
Total Other Comprehensive Income	0.22	4.21	0.22	4.21
Total Comprehensive Income	198.25	(308.06)	180.60	(374.16)
Earnings Per share (EPS)	0.38	(0.59)	0.34	(0.72)

PERFORMANCE SUMMARY AND STATE OF AFFAIRS:

The financial year 2024 25 was a period of substantial recovery and growth for the Company. Following a challenging phase during previous years, the Company demonstrated a strong operational and financial turnaround, marked by significant improvements in revenue, profitability, and overall business performance.

The year under review saw a revival in project execution and revenue recognition, particularly driven by improved activity in the space and defence sectors, including securing major contracts and expanding capabilities. It is also worth noting that the order secured from NewSpace India Limited, valued at 74.32 crores in FY 2024 25, has been successfully executed.

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, on account of subtle changes in the business strategy of the Company vis a vis its clients requirement, your Company is focusing more on Indian operations. At consolidated level, we have an operational income of Rs. 6428.52 lacs for the FY 2025-25 as against Rs. 568.41 lacs for the FY 2023-24. The Profit After Tax Stood Rs. 180.80 lakhs, as against a net loss of 378.38 lakhs in the previous financial year.

Standalone Level

At Standalone Level, we have achieved an operational turnover of Rs. 6423.95 lacs and Profit After Tax of Rs. 198.03 lacs for the FY 2023-24 as against an operational turnover of Rs.521.12 lacs and a Net loss of Rs.312.27 lacs for the FY 2023-24.

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 (Rs. In Actuals)

Particulars		2024-25		2023-24
	USD	INR	USD	INR
Revenue from operations	11,436	9,49,668	1,59,012	1,31,91,498
Profit/loss for the year after meeting all expenses before Interest, Depreciation & Tax)	(27,433)	(17,65,000)	(84,190)	(69,64,700)
Less:	-		-	-
Interest
Depreciation and other write off
Provision for Taxation			-	-
Net Profit/Loss	(27,433)	(17,65,000)
			(84,190)	(69,64,700)

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, 2025.

DIVIDEND

In view of meagre profits for the FY 2024-25, 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 2024-25, 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, is engaged in the business of Information Technology (IT) and IT enabled services. For the FY ended 31st March, 2025, it has recorded a turnover of USD 0.11 lacs.

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, 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 shareholderat 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.

The policy on material subsidiaries as per SEBI (LODR) Regulations, 2015 as approved / reviewed by the Board is uploaded on the website of the Company and may be accessed at https://vamaind.com/wp-content/uploads/2024/07/Material_Subsidiary_Determination_Policy.pdf

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

0Sl. No.	In the Accounts of	Particulars	Amount at the year ended 2024-25	Maximum amount outstanding during the year 2024-25
			(Rs. In lacs)	(Rs. In lacs)
1.	Vama Industries Limited	Loans/advances to subsidiaries	NIL	NIL
	(Holding Company)	Vama Technologies Pte Ltd
		(Wholly owned subsidiary)
		Loans/advances to associates	NA	NA
		Loans/advances to firms/ companies in which Directors are interested	Nil	Nil
2.	Vama Industries Limited (Holding Company)	Investment by the loanee in the shares of parent company/ subsidiary company when the company has made a loan or advance	NA	NA

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the following appointments / reappointments have taken place in the in the previous AGM held on 18th September, 2024

•Mr. V. Atchyuta Rama Raju (DIN: 00997493) was reappointed to the office of Managing Director of the Company for a period of 3 Years, effective 01.07.2024. •In terms of Section 152 of the Companies Act, 2013, Ms. V. Parvathi (DIN: 01240583) was reappointed to the office of Director of the Company, liable to retire by rotation.

Further, during the Financial Year under review, Mr. Manish Kumar Shukla (DIN: 08520576), was appointed as Additional Director (Independent category) effective 10^th May 2024, and Ms. Vandana Modani (DIN: 09630896) was appointed as Director (Non-Executive & Non-Independent category) effective 14^th March 2024. Subsequently, by way of postal Ballot process which completed on 11^th June, 2024, the members i) approved the appointment of Mr. Manish Kumar Shukla to the office of Independent Director and ii) appointed Ms. Vandana Modani to the office of Director of the Company.

Mr. S.B.V. Subrahmanyam (DIN: 07483603) resigned from his office of Independent Director effective 20.06.2024 due to preoccupation and other commitments.

Further, during the year under review, Mr. Pankaj Dadhich appointed to the office of Company Secretary & Compliance Officer w.e.f. 22^nd December,2024 in the place of Mr. Kallepally Bharath Kumar who is resigned from the office of Company Secretary & Compliance Officer of the company on the same day.

Ms. Archana Pabba, who was appointed as the Chief Financial Officer of the Company effective May 29, 2023, for a tenure of two years, has been reappointed with effect from 29^th May, 2025.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Vandana Modani (DIN: 09630896) retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

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 08^th February 2025 to discuss the performance of the Non-Independent 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 estimatesthat 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, 2024-25 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 accordancewith the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud andother 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.

Subsequent upon the changes that took place in the composition of the Board of Directors, the Board during the year in its meeting held on 20th June, 2024 reconstituted the Composition of Audit Committee, Nomination and Remuneration committee and Stakeholders Relationship committee. As on the date of this Report, the composition of various Committees stands as hereunder:

Audit Committee

Ms. Jonnada Vaghira Kumari	Chairperson
Mr. Manish Kumar Shukla	Member
Ms. Shilpa Kotagiri	Member

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 ofthe 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 and Mr. Manish Kumar Shukla , who were appointed / reappointed to their respective office of Non-Executive Independent Director / Non-Executive Director of the Company.

Further, performance evaluation was also carried out for Ms. V. Parvathi & Mr. V. Atchyuta Rama Raju who were appointed / reappointed to the respective offices of Whole time Director & Managing Director of the Company.

POLICY ON DIRECTORSf APPOINTMENT, REMUNERATION ETC.,

We have devised the following policies, which are attached herewith and marked as Annexure VIII 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 and decide on business performance, policies, strategies and other matters of significance.

The Board duly met 11 times during the Financial Year 2024-25 i.e. 10^th May, 2024, 29^th May, 2024, 20^th June, 2024, 03^rd August, 2024, 14^th August, 2024, 21^st August 2024, 12^th November 2024, 22^th December 2024,08^th February 2025, 07^th March 2025 and 28^th March 2025. The intervening gap between any twoconsecutive 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 a Risk Management Committee and a Risk Management Policy in accordance with Companies Act 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in place, to frame, implement and monitor the risk management plan and ensuring its effectiveness. The Committees primary role is to identify potential risks, develop compatible Risk Management Systems and framework or modify the existing ones to make the same adaptable and to mitigate the risk appropriately.

We have been following the principle of risk minimization vis a vis our business needs and the industry norms.

Further, it is entrusted with the responsibility to assist the Board in (a) overseeing and approving the Companys enterprise wide risk management framework and (b) overseeing that all the risks that the organization faces such as financial, liquidity,security, property, IT, legal, regulatory, reputational and other risks that have been identified and assessed.

The details of the Committee and its terms of reference are set out in the Corporate Governance Report attached herewith. Our Risk Management Policy may be accessed at: https://www.vamaind.com/Policies/Risk_Management_Policy.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS

We have developed and designed our Internal Financial Control Systems on par with Industry standards. We have adopted policies and procedures which enables implementation of appropriate internal financial controls across the organization at all key levels. This ensures orderly and efficient conduct of business, including adherence to the Companys policies, safeguardingof assets, prevention and detection of fraud, error reporting mechanism, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. Internal Financial Controls are an integral part of the Risk Management Process, addressing financial and financial reporting risks. The Internal Financial Controls have been documented, digitized and embedded in the business process.

We conduct regular management reviews in order to ascertain the effectiveness of our Internal Financial Controls. Further, itis 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 thatthese systems provide reasonable assurance that our Internal Financial Controls are commensurate with the requirements ofour 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 37^th Annual General Meeting held on 30^th September, 2022 for a period of 5 years shall continue to hold their office as such till the conclusion of 42^nd 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 16 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:

Mr. Goda Sreenivasa Karthik Siva Charan, Chartered Accountants, (M.No.243653), held the office of the Internal Auditors of the Company for the FY 2024-25. 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 2025 -2026.

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: 4010/2023) to undertake the Secretarial Audit of your Company for the FY 2024-25. The Secretarial Audit Report issued Ms. Sravanthi Gadiyaram for the FY 2024-25 is enclosed as Annexure III to this Report.

Observation(s) & reply thereto:

Auditorfs Observations	Boardfs Explanation
As regards delay in filings of forms / returns with MCA and Reports with STPI
	We would like to clarify that the instances of delay reported by the Secretarial Auditor were clerical in nature and are self- explanatory. In view of the said, no further explanation is being provided thereon. The management shall ensure that such delays are not repeated in the future.
Particulars of satisfaction of charges with SBI, in three instances, remains to be filed / registered with the Registrar of Companies (MCA).	We draw your kind attention to Note No.2.44H of the attached financial statements. As explained, we would like to confirm that relevant records are being retrieved for documents / filing process. Further, upon completion of procedural formalities and receipt of requisite documents, the particulars of satisfaction of charges shall be filed with the Registrar of Companies (MCA). We assure that there was no malafide intention as such and further we assure of timely filings and compliances.

Further, it is proposed to appoint Ms. Sravanthi Gadiyaram, Company Secretary as the Secretarial Auditor of your Company for a period of 5 (Five) consecutive financial years i.e., from the FY 2025-26 to FY 2029-30 to undertake Secretarial Audit for each of the said years and to issue i) Secretarial Audit Report and ii) Secretarial Compliance Report for the corresponding periods. Resolution forms part of Notice attached hereto.

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.

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.

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.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

During the FY 2024-25, the contracts / agreements / transactions entered by the Company with its related party (ies) was / were 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 Ind-AS. 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 2024-25, the unclaimed dividend in respect of financial year 2016-17 amounting to Rs. 28,138 (Rupees Twenty-Eight Thousand One Thirty-Eight) 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 Authoritycan 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:

Sl. No.	For the Financial year	Percentage of Dividend	Date of Declaration	Due date for transfer to IEPF
1.	2017-18(Final)	5	26.09.2018	28.11.2025
2.	2018-19(Final)	1	25.09.2019	27.11.2026
3.	2019-20	Nil	NA	NA
4.	2020-21	Nil	NA	NA
5.	2021-22	Nil	NA	NA
6.	2022-23	Nil	NA	NA
7.	2023-24	Nil	NA	NA
8.	2024-25	Nil	NA	NA

INSURANCE

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

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 yearunder review).

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, 2025. Further, there were no outstanding deposits as at the beginning of the FY or at any time during the FY 2025. 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 from Director during the FY ended 31st March, 2025 and / or outstanding as on the said date are as hereunder:

Sl.No	Name	Borrowings during the Year (Rs. In lacs)	Repayment during the Year (Rs. In lacs)	Amt. outstanding as on 31st March, 2025 (Rs. In lacs)
1.	Mr. V. Atchyuta Rama Raju	370.01	422.60	81.66

Further, Mr. V. Atchyuta Rama Raju has provided declaration in writing that the amounts 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://vamaind.com/wp-content/uploads/annual_returns/Annual_Return_for_FY_2024%E2%80%9325.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://vamaind.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

Over the period of time the practices and principles of good Corporate Governance has become the culture cutting across our organization. We have been making every endeavor to bring more and more transparency in the conduct of our Companys 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a report on Corporate Governance for the year 2024-25 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.

A certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, etc., forms part of the Annual Report.

DISPATCH OF ANNUAL REPORTS

In compliance with the applicable provisions, we shall dispatch the Annual Report for the FY 2024-25 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 2025-26 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2024-25.

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, 2025 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 have a Wholly Owned Subsidiary (VAMA Technologies Pte. Ltd. wherein we have made an aggregate investment of Rs.3,89,040 (equivalent to 6000 USD), currently standing at Rs.4.93 lacs, owing to exchange fluctuations, towards subscription of 8680 equity shares, i.e., 100% stake.

Apart from the aforesaid, we have not given any loan or made new 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 31^st March, 2025.

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 Particulars as prescribed pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are provided in Annexure IV to this Report.

ACKNOWLEDGEMENTS AND APPRECIATIONS:

In a rapidly evolving technological landscape, the true strength of our Company lies in its people. Our employees form the foundation of every achievement, and it is through their dedication, expertise, and commitment that we continue to thrive. We extend our deepest gratitude to them for their pivotal role in shaping the organizations progress and culture.

We also acknowledge the unwavering support of our valued customers, trusted suppliers, financial partners, advisors. Their collaboration and trust have enabled us to weather challenges and pursue innovation with confidence. 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. As we look ahead, we remain committed to creating shared value, fostering enduring relationships, and contributing meaningfully to society and the industry at large.

	For and on behalf of the Board
	Sd/-
	V. Atchyuta Rama Raju
	Chairman and Managing Director
	DIN:00997493
Place: Hyderabad
Date: 02.09.2025