Veljan Denison Ltd Directors Report

To

The Members of

VELJAN DENISON LIMITED

Your Directors take pleasure in presenting the 51 s * Annual Report on the affairs of the Company along with the Audited Financial Statements (both Standalone & Consolidated) for year ended March 31,2025.

FINANCIAL RESULTS:

(Figures in Rs Lakhs)

Particulars	Standalone		Consolidated
	Year ended 31-03-2025	Year ended 31-03-2024	Year ended 31-03-2025	Year ended 31-03-2024
Income :
Revenue from Operations	14158.01	12425.46	15569.95	13769.28
Other Income	277.56	271.73	288.81	282.27
Total Revenue	14435.58	12697.19	15858.76	14051.55
Expenditure:
Cost ofMaterials Consumed	5766.65	5009.33	5993.97	5,210.01
Changes in inventories ofFinished goods, Work-in-Progress and Stock-in-Trade	(599.06)	(573.31)	(599.06)	(573.31)
Employee Benefit Expenses	1335.94	1219.71	1863.84	1,702.75
Finance Costs	43.85	101.53	63.82	102.78
Depreciation & Amortization Expenses	503.31	475.45	603.93	559.13
Other Expenses	4310.78	3733.52	4627.49	4092.58
Total Expenses	11361.47	9966.22	12553.99	11093.94
Profit before Tax	3074.10	2730.97	3304.76	2957.61
Tax Expenses
(1) i.CurrentTax	737.69	657.66	812.71	702.99
ii. Previous Period	6.96	16.17	6.96	16.17
(2) Deferred Tax	81.94	20.61	113.16	31.01
Profit for the year (1)	2247.51	2036.53	2371.93	2207.44
Earning per Equity Share of the face value of Rs. 10/- each Basic and Diluted (in Rs.)	49.94	45.26	52.71	49.05
Total Comprehensive Income/loss (2)	43.63	-	43.63	-
Total (1+2)	2291.14	2036.53	2415.56	2207.44
Balance of profit /loss for earlier years	877.50	436.18	900.11	580.38
Less: Transfer to Bonus Shares Reserve	225.00	-	225.00	-
Less: Transfer to Reserves	1798.26	1302.71	1798.26	1595.21
Less: Dividend paid on Equity Shares	382.50	292.50	382.50	292.50
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	762.88	877.50	909.91	900.11

COMPANYS PERFORMANCE:

During the year under review the sales were higher at Rs. 14158.01 Lakhs as against Rs. 12425.46 Lakhs in the previous year. The Profit before tax stood at Rs. 3074.10 Lakhs as against Rs. 2730.97 Lakhs for the previous year. The Net Profit stood at Rs. 2247.51 Lakhs as against Rs. 2036.53 Lakhs for the previous year.

During the year under review, the Company registered consolidated sales of Rs. 15569.95 Lakhs as against Rs. 13769.28 Lakhs in the previous year and the consolidated net profit stood Rs. 2371.94 lakhs as against Rs. 2207.44 Lakhs forthe previous year.

FUTURE OUTLOOK:

The global hydraulic market was valued at USD 39.40 billion in 2025 and is anticipated to grow at a CAGR of 2.4% by 2030.The global hydraulic market is expected to reach USD 44.26 billion by 2030. The major factors for the growth of the industry are the demand for material handling equipment, cutting-edge agricultural equipment and growing adoption ofhydraulic equipment by various industries. The demand for hydraulic and pneumatic cylinders is also increasing in number of manufacturing and other sectors, which is expected to propel the cylinder market.

The long term outlook of the hydraulic industry continues to be promising and challenging. By increasing the manufacturing base, your Company expects to better the revenues with improved margins in the coming years.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes/ commitments affecting the financial position or operations of the Company between March 31,2025 and the date of Boards Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Management Discussions and Analysis Report, as required under Regulation 34 of SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 is annexed and forms part of this report.

DIVIDEND:

Your Directors are pleased to recommend the payment of Dividend of Rs 8.50/-per equity share of Rs. 10/- each on the paid-up capital of Rs. 4.50 Crores for the year ended March 31, 2025. The Dividend, if approved by the shareholders of the Company in the ensuing Annual General Meeting will be paid out of the profits of the Company to all Shareholders of the Company whose names appear on the Register of Members as on the specified record date.

Note: Pursuant to FinanceAct 2020, dividend income will be taxable in the hands of shareholders w.e.f 01st April, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. The shareholders are requested to update their PAN with the Company/RTA or depositories. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

RESERVES:

The Company has transferred Rs. 1798.26 Lakhs to General Reserves ofthe Company.

DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is annexed to this Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

The Board of Directors met 5 times during the financial year ended March 31, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations. For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part ofthis Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

None of the directors of the company is disqualified under the provisions of the Companies Act 2013 or under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

As per the provisions of Section 152 of the Companies Act, 2013 read with Articles of Association of the Company, Mrs. Uma Devi Uppaluri (DIN 00125850), Non-Executive and Non- Independent Director, retire by rotation and being eligible offer, herself for re-appointment at this Annual General Meeting. The Board recommends her re-appointment at the ensuing AGM.

KEY MANAGERIAL PERSONNEL:

As on the date this report, the following are the Key Managerial Personnel of the Company:

Mr. U. Sri Krishna Managing Director & CEO

Mr. G. SubbaRao Chief Financial Officer

Mrs. K Ramyanka Yadav Company Secretary and Compliance Officer

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) ofthe companies Act, 2013 and Regulation 16 ofthe SEBI (LODR) Regulations, 2015.

ANNUAL EVALUATION BYTHE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions ofthe Companies Act, 2013 and SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation ofthe working of its Audit and other Committees.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 relating to the remuneration for the Directors, Key Managerial Personnel, and other employees.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies.

Internal Auditors:

The Board of Directors ofthe Company had appointed M/s. M.V. Narayana Reddy & Co., Chartered Accountants as Internal Auditors of the Company for the Financial Year 2025-26 and to maintain its objectivity and Independence, the Internal Auditor submitted their reports to the Chairman ofthe Audit Committee ofthe Board.

AUDITORS:

Members at 48 th Annual General Meeting had appointed M/s. Brahmayya & Co., Chartered Accountants, Hyderabad (Firm Reg. No. 000513S) as the Statutory Auditors ofthe Company for aperiod of 5 years, to hold office from the conclusion of 48 th Annual General Meeting (AGM) till the conclusion of 52° d Annual General Meeting to be held in the calendar year 2027.

During the year under review, the Statutory Auditors of the Company have not reported any fraud as required under Section 143(12) ofthe Companies Act, 2013.

The Auditors Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remarks.

SECRETARIAL AUDITORS & THEIR REPORT:

In terms of section 204 ofthe Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Chakravarthy & Associates, Practicing Company Secretary (CPNo. 22563) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2025.

The Secretarial Audit was carried out by M/s, Chakravarthy & Associates, Practicing Company Secretary (CP No. 22563) for the financial year ended March 31, 2025. The Report given by the Secretarial Auditor is annexed and forms integral part of this Report.

The following are the observations/remarks reported by the Secretarial Auditor during the year under review:

The listed entity failed to file the listing application within 20 days from the date of allotment of bonus shares, as required.

The listed entity failed to apply for trading approval within 7 working days from the receipt of listing approval from the stock exchange.

The listed entity did not Complete the bonus issue within 2 months form the Board meeting approval.

The Management acknowledged the above responded that these were event based non-compliances and regarding the same the penalties imposed by the Stock exchange were paid in time and due care in such matters will be exercised in future.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08,2019 read with Regulation 24(A) ofthe Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated May 28, 2025, was given by M/s, Chakravarthy & Associates, Practicing Company Secretary (CP No. 22563) which was submitted to Stock Exchanges within 60 days of the end of the financial year.

TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, dividend / interest / refund of applications which remains unclaimed / unpaid for a period of 7 years is required to be transferred to IEPF. Further, the IEPF Rules mandate the companies to transfer all shares on which dividend remains unclaimed / unpaid for a period of 7 consecutive years to the demat account of the IEPF Authority. Hence, the Company urges all the shareholders to encash/claim their respective dividend during the prescribed period.

During the financial year 2024-25, the dividend for the year 2016-17 remaining unpaid and unclaimed for 7 years was transferred by the Company to IEPF.

The Members / claimants whose shares or unclaimed dividends get transferred to IEPF may claim the shares or apply for refund from the IEPF Authority by following the refund procedure as detailed on the website of IEPF Authority at http://www.ienf.gov.in/IEPF/refund.html.

Details of the Nodal Officer: Mrs. Ramyanka Yadav K, Company Secretary & Compliance Officer is appointed as Nodal Officer for the purpose oflEPF.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments have been disclosed in the financial statements.

The Company had not given any loans, guarantees or made investments as per the provisions of Section 186 of the Companies Act, 2013 during the financial year under review and also there are no outstanding amounts of loans given, guarantees provided and / or investments made at the beginning of the year.

DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE OFTHE COMPANY:

The Company has a wholly owned subsidiary M/s Adan holdings Limited, United Kingdom which is the holding company of M/s Adan Limited.

The Company does not have any associate or joint venture during the year under review. Further no subsidiaries have been ceased to be a subsidiaries during the period under review.

During the period under review, the Company has not infused any capital in subsidiary company.

The details and performance of the subsidiary are given in Form AOC -1 which is been annexed separately and forms part of this report.

TRANSACTIONS WITH RELATED PARTIES:

All related party transactions done by the company during the financial year were at arms length and in the ordinary course of business. All related party transactions were placed in the meetings of Audit committee and the Board of directors for their necessary review and approval. Details of all such transactions as required under section 188 ofthe Companies Act are annexed in Form AOC-2 forming part ofthe Boards Report.

Disclosures pursuant to Accounting Standards on related party transaction have been made in the notes to the Financial Statements.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which can be accessed at the Companys website http://veljan.in/investors.html.

CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has made contributions to various activities as approved by the Committee and is in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

The contents of the CSR activities undertaken by the Company have been annexed separately and forms part of this report.

EXTRACT OFANNUAL RETURN:

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in Form MGT-9 is available on the Companys website at https://www.veljan.in/other-documents and forms part of this report.

PARTICULARS OF EMPLOYEES:

There are no employees in the company in receipt of amounts covered in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure pertaining to remuneration and other details of top 10 employees of the Company are made available for inspection at the Registered office of the Company with the Company Secretary and Compliance Officer during working hours and any Member interested in obtaining such information may write to the Company Secretary and Compliance Officer and the same shall be provided without any fee.

MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each of the director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 has been annexed separately and forms part of this report.

CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the Secretarial Auditors regarding compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 is provided elsewhere and forms part of this report.

LISTING:

The Equity Shares of your Company are continued to be listed on BSE Limited. There are no payments outstanding to the Stock Exchange and the company has paid the listing fee for the financial year 2025-26.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that (based on the representations received from the Management):

In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2025 and of the Profit of the Company for that period;

they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

they have prepared the Annual Accounts on a going concern basis;

they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

they have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees of the Company are covered under the aforementioned Policy.

During the year under review, the company has not received any complaints pertaining to sexual harassment

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct applies to all the employees, including Directors ofthe Company.

The Code of Conduct is available on the Company website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Companys Code of Conduct.

REPORT ON CORPORATE GOVERNANCE:

In accordance with the Regulation 16 of the SEBI (LODR) Regulations, 2015, the Company has complied with all mandatory recommendations. A Report on corporate Governance is provided elsewhere and forms part of this report.

INDUSTRIAL RELATIONS AND HUMAN RESOURCES:

Your company believes that its employees are one of the most valuable assets of the Company and the Board appreciates the employees across the cadres for their dedicated service to the company. The total employee strength is over 288 as on March 31,2025.

SHARE CAPITAL:

There is a change in the Authorized Share Capital by Increase to 6 crores from Rs. 3 Crores and Paid up Share Capital increased to Rs.4.50 crores from Rs.2.25 Crores of the Company during the year under review in lieu of the Bonus issue dated 06.05.2024

The Company has not issued any shares with differential rights and hence no information as per the provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

INSURANCE:

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

CHANGE IN THE NATURE OF BUSINESS:

There was no change inthenature ofbusiness ofthe Company.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

Appointments:

Mr. Manish Mohan Motwani was appointed as an Independent Director of the Company w.e.f. 08.02.2024 and was regularized in the Extra-Ordinary General Meeting held on 06.05.2024.

Mr. V.G. Srinivas was appointed as a Non-Executive Director of the Company w.e.f. 30.03.2024 and was regularized in the Extra-Ordinary General Meeting held on 06.05.2024.

Mrs. K Ramyanka Yadav (A45483) was appointed as Company Secretary & Compliance Officer w.e.f 13.02.2025.

Cessation:

Mr. V C Janaradan Rao, Chairman & Managing Director and Mr. B S Srinivasan, Independent Director had resigned from their respective positions on the Board and Committees as well w.e.f 30.09.2024 and 29.09.2024 respectively due to the completion oftheir respective terms tenure.

Mr. Narahari Bellamkonda (A16987) has resigned as Company Secretary & Compliance Officer w.e.f 23.12.2024.

RISK MANAGEMENT:

The Board of Directors has formed a risk management policy to identify, evaluate, mitigate and monitor the risk associated with the business carried by the company. The Board reviews the risk management plan and ensures its effectiveness. Amechanism has been put in place which will be reviewed on regular intervals.

COMMITTEES OF THE BOARD:

The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The composition and other details of these committees have been given in the Report on the Corporate Governance forming part of the Annual Report.

COST AUDIT:

Pursuant to provisions of section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 cost audit is applicable for the financial year 2023-24 for the Company and the Board has appointed M/s SRK & Co, Cost Auditors, Hyderabad as Cost Auditor of the Company for the Financial Year 2025-26.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has duly complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India, for the Board and General Meetings.

CORPORATE POLICIES OFTHE COMPANY:

The policies are reviewed periodically by the Board and updated as needed. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandate the formulation of certain policies for all listed companies. The corporate governance policies like Familiarization Programme for Independent Directors, Policy for Determination of Materiality of an Event or Information, Policy on Preservation of Documents and Policy on Related Party Transactions etc. for are available on the Companys website, at http://velian.in/investors policv.html.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading (Insider Trading Code) and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI).

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at http://velian.in/investors.html.

ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors.

Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities for continued support and assistance.

Your Directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

	By order of the Board
	FOR VELJAN DENISON LIMITED
Place: Hyderabad	V G Srinivas	Sri Krishna Uppaluri
Date: 02.08.2025	Director	Managing Director & CEO
	(DIN 00181826)	(DIN 08880274)