Vapi Enterprise Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 51st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Boards Report has been prepared based on the stand alone financial statements of the company.

Particulars	2024-2025	2023-2024
	(Amt in Rs.)	(Amt in Rs.)
Revenue	-	-
Other Income	2,18,15,194	2,09,04,638
Total Income	2,18,15,194	2,09,04,638
Expenses
Operating expenditure	41,38,040	67,03,031
Depreciation and amortization expense	78,308	47,328
Total expenses	42,16,348	67,50,358
Profit before finance costs and tax	1,75,98,846	1,41,54,280
Finance costs	-	-
Exceptional Items	1,19,810	17,36,690
Profit before tax (PBT)	1,74,79,036	1,24,17,590
Tax expense (Current Tax)	41,18,000	41,00,000
Deferred Tax Expense/(Credit)	(94,581)	-
Profit for the year	1,31,55,616	83,17,590
Attributable to:
Shareholders of the Company
Non-controlling interests	NA	NA
Opening balance of retained earnings	25,27,00,062	24,43,82,472
Closing balance of retained earnings	26,58,55,679	25,27,00,062

2. FINANCIAL PERFORMANCE / MANAGEMENT DISCUSSION and ANALYSIS

During the year Company has earned revenue of Rs 2,18,15,194/- (Previous year Rs.2,09,04,638/-) and incurred a profit after exceptional items, depreciation, and taxes of Rs.1,31,55,616/-.

3. DIVIDEND

Considering the financial position of the company and to conserve valuable resources, the Directors do not recommend a dividend for the period under consideration.

4. TRANSFER TO GENERAL RESERVE

No amount has been transferred to the General Reserve for the financial year 2024-25.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the year under review.

6. SHARE CAPITAL

The authorized Share Capital of the Company as on the date of Balance sheet is Rs. 3,20,00,000/- divided into 30,00,000 Equity Shares of Rs. 10/- each and 20,000 Redeemable Cumulative Preference Shares of Rs.100/- each redeemable at par.

The Company has not issued any sweat equity shares to its directors or employees. The authorized capital of the Company stood at Rs.3,20,00,000.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

8. DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made there under. There were no unclaimed or unpaid deposits as on March 31, 2025.

9. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

10. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

11. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNAL IMPACTING GOING CONCERN AND COMPANYS OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or companys operations in future.

12. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors Report.

13. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 and of the profit and loss 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; and

(e) The directors, in the case of a listed company, 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.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the Company confirming that: a) Meet the criteria of independence prescribed under the Act and the Listing Regulations; b) Compliance of Code of Conduct; and c) Have registered their names in the Independent Directors Databank.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Mr. Rajeev Ramanbhai Patel, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL- KMP

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr.No. Name of the Person	Designation
1. Mr. Manoj Patel	Chairman and Managing Director
2. Mr.Rajeev Patel	Whole Time Director and CFO
3. Mrs. Riddhi Desai	Company Secretary

16. PARTICULARS OF EMPLOYEES

The Company has not employed any individual 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) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. VIGIL MECHANISM

In accordance with the provisions of the Act and listing regulations, Vigil Mechanism for directors and employees to report genuine concerns has been established.

18. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Five (5) Board Meetings were held.

Sr.No.	Date of Meeting
1.	30/05/2024
2.	13/08/2024
3.	13/11/2024
4.	06/12/2024
5.	12/02/2025

19. AUDITORS REPORT

The Auditors Report contains the following qualifications:-

a. Electricity deposit having balance of Rs. 2,14,16,973/- as on the period ended 31st March, 2025, the accrued interest income is not accounted for as the amount is paid under protest and management is not sure about the outcome of the appeal. (Refer Note No 20)

b. The management has sold the factory land and they have informed us that they are in the process of starting a new business from the proceeds of sale of land. But yet, no detailed plan or business type is informed to us by management. The company is exploring the business, new markets, projects and partnerships. Accordingly, basis the explanation, we are of the opinion that there is no significant doubt on the going concern assumption in the preparation of the financial statements. (Refer Note No 22)

c. Following is the obligation on which we are unable to form an opinion:

Particulars	Amount (in Rs.)
There are trade payable / other payable of which is	Rs.4,76,083 /-
still unpaid by the entity till year end 31st March,
2025.

The effect of the above on assets and liabilities, as well as Profit and Reserves is not ascertainable.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION

In the recent audit of our financial statements for the FY 2024-25, the auditors raised certain qualifications as mentioned in above Auditors Report point related to specific aspects of our financial reporting. Our comments to the auditors qualifications are as follows:

1. Electricity Deposit has been paid under protest as we have the matter pending before the Honorable High Court of Gujarat under which the Management is confident of getting judgment in its favour and will be eligible for refund of this amount with additional interest till receipt date.

2. Management is in the process of identifying uses of funds to enter new businesses directly or through joint ventures to enhance shareholder value. The process of identifying value enhancing business opportunities keeping the companys conservative profile may take additional time and the management is of the opinion that the company is hence a going concern.

3. The long standing trade payables are pending due to reconciliation efforts pending with the parties involved. In some cases, the parties are untraceable. Management has taken a prudent approach and not written off these dues in case of future liability. Efforts are being undertaken to complete these in current Financial Year.

20. STATUTORY AUDITOR

Pursuant to Sections 139, 141, 142 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof) and pursuant to the recommendations of the audit committee and the Board of Directors of the Company, M/s M.I. SHAH & Co., Chartered Accountants (Firm Registration No. 119025W) are proposed to be appointed as auditors for a period of one year commencing from the conclusion of this AGM till the conclusion of the AGM to be held in the year 2026.

M/s. M.I. SHAH & Co, Chartered Accountants (Firm registration number: 119025W) have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3) (g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), 141(2) and 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

21. COST AUDITORS

The Company is not required to maintain cost records as per The Companies (Cost Records and Audit) Amendments Rules, 2014.

22. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. HRU & Associates, Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

23. COMMITTEES OF THE BOARD:

The Board Committee plays a crucial role in the governance structure of the Company and has been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Board Committee are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Chairman of the respective Committee informs the Board about the summary of the discussions held in the Committee meetings.

The Board has constituted following Committees of Directors:

1.Audit Committee,

2.Nomination & Remuneration Committee, and 3.Stakeholders Relationship Committee

24. AUDIT COMMITTEE

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee. During the financial year ended on 31st March 2024 the Audit Committee met Five times on 30/05/2024, 20/06/2024, 13/08/2024, 13/11/2024 and 12/02/2025.

25. NOMINATION AND REMUNERATION COMMITTEE

The Committee met two times during the financial year 2024-25 i.e 06^th December, 2024 and 11^th February, 2025

The terms of reference of the Nomination and Remuneration Committee are as per the governing provisions of the Companies Act, 2013 (section 178) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (specified in Part D of Schedule II).

25. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per Section 178(5) of Companies Act, the Board of Directors of a company has constituted a Stakeholder Relationship Committee consisting of a Chairperson and such other members as may be decided by the Board. The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.

26. RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

27. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your company has focused on several corporate social responsibility programs, including a contribution of Rs. 1,45,000 to the Prime Ministers Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund).

28. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the Financial Year under review as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, is as follows and forms a part of this Report.

We are pleased to inform you that our company has diligently managed and deposited shareholder funds into interest bearing bank deposits in a bank of pristine credit rating. The safety and growth of your investments are of utmost importance to us, and we have taken steps to ensure that your funds are safeguarded while working to enhance their value.

Your Company has decided to not declare dividend at the current time pending completion of tax returns and assessments. The Board of Directors will in due course consider taking appropriate steps to declare dividends and/or consider share buybacks with appropriate timings and terms in order to enhance shareholder value.

We continue to explore new markets, products, projects and partnerships so as to ensure a resilient and prosperous future for the company and its shareholders. Any decisions taken will be keeping the best interest of the Shareholders long term value creation in mind and will be communicated to the Shareholders at the appropriate time.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

30. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

31. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013, read with The Companies (Accounts) Rules, 2014, is to be regarded as Nil. The Company has not entered into any technology transfer agreement.

32. CODE OF CONDUCT

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of Directors as laid down in the Companies Act, 2013.

The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on Companys website.

33. INDUSTRIAL RELATIONS

Industrial relations have been cordial at the manufacturing units of the Company.

34. WHISTLE BLOWER POLICY

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The Whistle Blower policy/vigil mechanism provides a mechanism for the Directors/employees to report violations, without fear of victimization, any unethical behavior, suspected or actual fraud, violation of the Code of Conduct etc. which are detrimental to the organizations interest. The mechanism protects whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice. It provides a mechanism for employees to approach the Chairman of Audit Committee. During the year, no such incidence was reported and no personnel were denied access to the Chairman of the Audit Committee. The Whistle Blower Policy of the Company is available on its website.

The statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI (LODR) Regulations, 2015 and the same is annexed to this Report.

35. RECONCILIATION OF SHARE CAPITAL AUDIT

A practicing Company Secretary carries out reconciliation of share capital audit, on quarterly basis to reconcile the total admitted capital with NSDL & CDSL and total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL&CDSL.

36. CORPORATE GOVERNANCE

We comply with the Securities and Exchange Board of India (SEBI)s guidelines on Corporate Governance. A report on Corporate Governance along with a certificate from the Secretarial Auditors of the Company regarding the compliance with provisions of corporate governance as stipulated under Schedule V of the Listing Regulations forms a part of this Annual Report.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2024-25. A declaration to this effect signed by the Chairman & Managing Director of the company is contained in this Annual Report. The Chief Executive Officer/Chief Financial Officer (CEO/CFO) certification as required under SEBI Listing Regulations and the said certificate is contained in this Annual Report.

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

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company has been able to achieve the results.

Place : Mumbai For and on behalf of the Board of Directors Date : 29-05-2025

Sd/-

MANOJ R PATEL

CHAIRMAN AND MANAGING DIRECTOR

DIN 00485197