Viaan Industries Ltd Directors Report

Dear Members,

The Board of Directors take pleasure in presenting the Fortieth (40^th) Annual Report including inter-alia Directors Report, its annexures and audited financial statements (including standalone financial statements along with respective Auditors Report thereon) for the year ended 31st March 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the period ended 31st March, 2025 has been as under: (in Rs.)

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	2,19,600	NIL
Other Income	NIL	45,000.00
Total Income	2,19,600	45,000.00
EXPENSES:	24,33,672	28,14,408.00
Profit/(Loss) before exceptional items and tax	(22,14,072)	(27,69,408.00)
Exceptional Items	(10,00,000)	NIL
Profit/(Loss) before tax	(32,14,072)	(27,69,408.00)
Tax
(-) Current Tax	-	-
(-) Deferred Tax	-	-
Profit/ (loss) for the period	(32,14,072)	(27,69,408.00)

2. PERFORMANCE REVIEW:

The total revenue of the Company for the financial year on standalone basis under review was Rs. 2,19,600. The Company incurred a net loss of Rs. 32,14,072/- (Rupees Thirty Two Lakhs Fourteen Thousand Seventy Two) during the year under review as against a net loss of Rs. 27,69,408/- (Rupees Twenty Seven Lakhs Sixty None Thousand Four Hundred Eight) in the previous financial year.

3. BUSINESS UPDATE AND STATE OF COMPANYS AFFAIRS:

The information on Companys affairs and related aspects is provided under

Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and forms part of this Report

4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year under review, the Company does not have any subsidiary, joint venture, or associate company. Accordingly, disclosure in Form AOC-1 is not applicable.

5. DIVIDEND

The Directors have decided not to recommend any dividend for the year 2024-25 keeping in mind the performance of the Company.

6. TRANSFER TO RESERVES

During the period under review no amount has been transferred to general reserve.

7. DEPOSITS

During the year, the Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 and rules made thereunder. As on March 31, 2025, outstanding Deposit was Nil. There was no fixed deposit remaining unpaid or unclaimed as at the end of the year. Further, no amount of principal or interest was outstanding or in default as on March 31, 2025.

8. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the Financial Year 2024-25.

9. UNPAID/ UNCLAIMED DIVIDEND

There is no unclaimed dividend lying in the Unpaid Dividend Account.

10. MATERIAL CHANGES AND COMMITMENT

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

11. NOMINATION AND REMUNERATION POLICY

In adherence to Section 178(1) of the Companies Act, 2013 and Regulation 19(4) read with Part D of the Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved a policy on Directors, Key Managerial Personnel and Senior Management Personnels appointment and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided u/s 178(3). Extract of Nomination and Remuneration Policy of the Company is given in Annexure 2 and forms part of this Report.

12. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 2024-25 is available on the website of the Company at www.redmaxindia.com.

13. CHANGE IN SHARE CAPITAL

There was no increase / decrease in the Authorised Share Capital of the Company during the financial year. Further, there was no public issue, rights issue, bonus issue, sweat issue, preferential issue or redemption of shares, buy-back of shares made during the year. Also, the Company has not issued shares with differential voting rights.

14. INTERNAL CONTROL

The Company has in place and established internal control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances. Code of Internal controls which require that the Director review the effectiveness of internal controls and compliances controls, financial and operational risks, risk assessment and management systems and related party transactions, have been complied with.

Companys Policies on Remuneration, Whistle Blower and also Code of Conduct applicable to Directors and Employees of the Company has been complied with.

15. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER

SECTION 143(12) OF THE COMPANIES ACT, 2013

Pursuant to provisions of Section 134(3) (ca) of the Companies Act, 2013, it is hereby confirmed that during the year 2024-25 there have been no frauds reported by the Auditor.

16. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE

FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the Financial year to which the financial statements relates and the date of the report.

17. FUND RAISING BY ISSUANCE OF DEBT SECURITIES, IF ANY:

Pursuance to SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, read with SEBI Circular No. SEBI/ HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, the Directors confirm that the Company is not defined as a "Large Corporate" as per the framework provided in the said Circular. Further, your Company has not raised any funds by issuance of debt securities.

18. REVESION OF FINANCIAL STATEMENTS

There was no revision in the financial statements for the year under review.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a work environment that ensures that every employee is treated with equal dignity and respect. The Company has implemented a framework on prevention of sexual harassment, which is in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements, inter-alia, of "The Sexual Harassment of Women atWorkplace (Prevention, Prohibition Redressal) Act, 2013"

Details of Complaints received:

(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: Nil.

20. DISCLOSURE IN RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.

The Company has complied with all applicable provisions of the Maternity Benefit Act, 1961 during the year under review.

21. DISCLOSURES UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

22. RISK MANAGEMENT

The Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

23. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia, provides for the mandatory requirement for all listed companies to establish a mechanism called, ‘Vigil Mechanism/Whistle Blower Policy for directors and employees to report to the management, instances of unethical behavior, actual or suspected, fraud or violation of the Companys, code of conduct.

In compliance of the above requirements, the Company has established Vigil (Whistle Blower) Mechanism and formulated a Policy which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The Vigil (Whistle Blower) Mechanism aims to ensure that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment. Further, the Company hereby affirms that no Director/ Employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

24. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant and material order(s) passed by any regulators or courts which would impact the going concern status of the Company and its future operations.

26. MANAGEMENTS DISCUSSION AND ANALSYS

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and segment-wise operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as " Annexure 3" for information of the Members.

27. DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of regulation 43A of the SEBI Listing Regulations, the Company had formulated a dividend distribution policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned.

28. EVALUATION OF BOARDS PERFORMANCE

Performance Evaluation of the Board as a whole, as well as that of its Committees, Independent Directors and Non-Independent Directors has been carried out in accordance with the relevant provisions of the Act read with relevant rules made thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and in compliance with guidance note issued by SEBI under Circular no. SEBI/HO/ CFD/ CMD/ CIR/P/2017/004 dated 5 January, 2017. The performance evaluation of Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation criteria for Independent Directors included the criteria formulated by the NRC that inter alia included execution of roles and responsibilities, attendance, acquaintance with business, communication inter-se between board members, effective participation, domain knowledge, compliance with code of conduct.

29. NUMBER OF BOARD MEETINGS

During the Financial Year 2024-25, the Board of the company had met Nine times on [1] 03 April 2024; [2] 05 April 2024; [3] 08 May 2024; [4] 30 May 2024; [5] 31 July 2024; [6] 13 September 2024; [7] 15 October 2024; [8] 14 November 2024; [9] 27 January 2024. Detailed information on Board Meetings is given in Corporate Governance Report forming part of this Annual Report.

30. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Board has framed a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 based on the recommendation of Nomination and Remuneration Committee.

The Board of Directors has, based on the recommendation of the NRC of the Company, approved the policy on Directors appointment and remuneration for Directors, KMP and other employees.

31. CORPORATE GOVERNANCE

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance is appended as "Annexure 4" for information of the Members.

32. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

33. ACCOUNTING TREATMENT

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") andRegulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

34. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2024-25, the following changes took place in the Composition of Directors and Key Managerial Personnel:

Appointments:

S. No Name of the Director	Date of Appointment	DIN	Designation
1. Hemant Jindal	03/04/2024	00238742	Managing Director
2. Monika Jindal	03/04/2024	07461151	Executive Director
3. Ghanshyam Shukla	03/04/2024	07773969	Executive Director
4. Rupali Singhania	08/05/2024	07154845	Non-Executive Independent Director
5. Amit Singhania	08/05/2024	10607069	Non-Executive Independent Director
6. Himanshu Kumar	08/05/2024	07185026	Non-Executive Independent Director

Cessations and Resignations:

S. No Name of the Director	Date of Cessation/Resignation	DIN	Designation
1. Ms. Dolly Dhandhresha	03/04/2024	07746698	Independent Director
2. Mr. Raj Kundra	03/04/2024	01785303	Director
3. Mr. Shaiju Sukumaran Nair	03/04/2024	09305551	Managing Director
4. Mr. Ganpati Shankar Choudhary	3/04/2024	07979103	Director
5. Rupali Singhania	31/03/2025	07154845	Non-Executive Independent Director
6. Amit Singhania	31/03/2025	10607069	Non-Executive Independent Director
7. Himanshu Kumar	31/03/2025	07185026	Non-Executive Independent Director

35. DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors state that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2025, 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;

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; and

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.

36. COMMITTEES MEETINGS

o Audit Committee

During the Financial Year 2024-25, the Audit Committee of the company had met Six times on [1] 30 June 2024; [2] 18 August 2024; [3] 13 September 2024; [4] 15 October 2024; [5] 14 November 2024; [6] 27 January 2024.

o Nomination and Remuneration Committee

During the Financial Year 2024-25, the Nomination and Remuneration Committee of the company had met Five times on [1] 30 June 2024; [2] 18 August 2024; [3] 13 September 2024; [4] 15 October 2024; [5] 27 January 2024.

o Stakeholders Relationship Committee

During the Financial Year 2024-25, the Stakeholders Relationship Committee of the company had met three times on [1] 30 June 2024; [2] 18 August 2024; [3] 27 January 2024.

o Risk Management Committee

During the Financial Year 2024-25, the Risk Management Committee of the company had met Five times on [1] 30 June 2024; [2] 18 August 2024; [3] 10 September 2024; [4] 27 January 2024; [5] 31 March 2025. Detailed information on Committee Meetings is given in Corporate Governance Report forming part of this Annual Report

37. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming and certifying that they continue to meet the criteria of independence as provided in Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Director fulfill the conditions for appointment/ re-appointment as an Independent Directors on the Board.

Further, in the opinion of the Board, all the Independent Directors also possess the attributes of integrity, expertise and experience (including proficiency) as required to be disclosed under Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014 and all the Independent Directors are registered in the databank of Indian Institute of Corporate Affairs.

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of the loans, guarantees and investments, if any made by the company are given in the notes to the Financial Statements.

39. CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed Companies.

The Policies are reviewed periodically by the Board and updated on the basis of requirement in accordance with revision in compliance guidelines.

40. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Worth, Turnover and Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

41. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction. During the period under review, the Company has not engaged in any transactions with its related parties.

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

The required information as per Sec.134 (3) (m) of the Companies Act, 2013 is provided is furnished in "Annexure-1" and is attached to this report.

43. LISTING

Your Companys Equity Capital is listed on the Bombay Stock Exchange. The Company confirms that it has paid annual listing fees due to these stock exchanges for the year 2024-25.

44. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Vasisht & Associates, Practicing Company Secretaries, was appointed by the Board to undertake the Secretarial Audit of the Company for the financial year 2024-25. Secretarial Audit Report for the financial year 2024-25 as given by M/s. Vasisht & Associates in the prescribed form MR-3 is annexed to this Report as "Annexure-5". Further, there was no qualification, reservation, adverse remark or disclaimer in the said Secretarial Audit Report.

45. PARTICULARS OF EMPLOYEES

Your Company lays emphasis on the well-being and development of its human resource, recognizing them as a key driver of success and growth. The statement containing disclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NOT APPLICABLE on the Company during the period under review.

46. STATUTORY AUDITOR

M/s. Ashwani & Associates, Chartered Accountants (ICAI Firm Registration Number 000497N) were appointed as Statutory Auditors by the Company for the Financial Year 2024-2025.

The Report given by M/s. Ashwani & Associates, Chartered Accountants (ICAI Firm Registration Number 000497N), Statutory Auditors on the Financial Statements of the Company for the FY 2024-25 is a part of this Annual Report. The Auditors Report does not contain any modified opinion.

47. INTERNAL AUDITOR

M/s. S.C. Garg & Associates, Chartered Accountants (FRN: 006873N) were appointed as Internal Auditors of the Company for the Financial Year 2024-25. .

48. COST AUDITOR

Maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act 2013 is not applicable to the Company during the year under review.

49. DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE

NON-EXECUTIVE INDEPENDENT DIRECTOR VIS-?-VIS THE COMPANY.

There are no pecuniary relationships or transactions of the non-executive independent director vis-?-vis the Company for the period ending March 31, 2025.

50. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, there was no application made or any proceeding pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016). 51.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

52. GREEN INITIATIVE

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email address is available with Company.

Your Company would encourage other Members also to register themselves for receiving Annual Report in the electronic Report form.

53. OTHER DISCLOSURES

The particulars as required under Section 134(3) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are given below:

i. The Company has in place adequate internal financial controls with reference to financial statements and such controls are adequate and are operating effectively

ii. There are qualified opinion/s made by the Statutory Auditors/secretarial auditor which are self-explanatory in their respective reports.

iii. The Nomination & Remuneration Committee of the Board has laid down the policy on Directors appointment, remuneration and criteria for determining qualifications, independence of directors, etc. Para-1 of the Corporate Governance Report discloses the criteria for payment of remuneration to Non-Executive Directors and details of remuneration paid to the Managing Director and that the Company does not have Stock Option Scheme.

iv. The Company has not entered into contract with related parties within the meaning of Section 188(1) of the Companies Act, 2013, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014.

v. The present directors of the Company are not competent to dispose whether the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively have been duly followed by your Company during the financial year 2024-25.

54. ACKNOWLEDGMENTS

The Board of Directors wish to express appreciation for the support and co-operation of the Committee of Creditors, various departments of Central and the State Governments, Bankers, Financial Institutions, Suppliers, Employees and Associates.

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members, regulators, banks and financial institutions.

For and on behalf of Viaan Industries Limited

Sd/-	Sd/-
Mr. Hemant Jindal	Mr. Monika Jindal
Managing Director	Director
DIN: 00238742	DIN-07461151
Date: 28th August, 2025	Date: 28th August, 2025
Place: New Delhi	Place: New Delhi