Vibrant Global Capital Ltd Directors Report

TO THE MEMBERS,

The Directors of the Company pleased to present the 30^th Annual Report on the business and operations of your Company, together with the Audited standalone and consolidated financial statements for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

Our Companys financial performance for the year under review is summarized below:

Particulars	Consolidated (INR in Lakhs)		Standalone (INR in Lakhs)
	2024-25	2023-24	2024-25	2023-24
Total Income	28,242.83	24,182.44	2,165.10	6,347.27
Less: Total Expenditure	28,021.58	19,148.93	1,026.80	1,645.29
Profit/ (Loss) before Tax
	221.26	5,033.51	1,138.30	4,701.98
(PBT)
Less: Current Tax	806.89	237.47	806.64	224.90
Less: Deferred Tax	(538.64)	7.30	(454.72)	254.86
Less: MAT credit utilised	-	21.35	-	-
Profit/ (Loss) After Tax (PAT)	(46.99)	4,767.39	786.38	4,222.22
Paid-up Equity Share Capital	2,290.74	2,290.74	2,290.74	2,290.74
Other Equity	12,779.74	12,989.23	11,844.76	11,225.26
Earnings Per Share (in INR)	(0.16)	20.85	3.45	18.43

The financial statements have been prepared in accordance with Ind AS in terms of the provisions of Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

STATE OF COMPANYS AFFAIRS

Your company is a NBFC which has been in existence for almost 3 decades. Your Company is registered with the RBI as a NBFC without accepting public deposits under section 45 IA of the RBI Act, 1934. There has been no change in the business of the Company during the financial year ended March 31, 2025.

REVIEW OF OPERATIONS

Consolidated Income and Profit After Tax:

The consolidated total income increased to INR 28,242.83 Lakhs during current fiscal year as compared to INR 24,182.44 Lakhs during previous FY 2023-24. The Company recorded Loss (after tax) of INR 46.99 lakhs during current fiscal as compared to Profit (after Tax) of INR 4,767.39 Lakhs during previous FY 2023-24.

Standalone Income and Profit After Tax:

The standalone total income during current fiscal year is INR 2,165.10 Lakhs, as compared to INR 6,347.27 Lakhs during FY 2023-24. The Company recorded profit (after Tax) of INR 786.38 Lakhs during current fiscal year as compared to Profit (after Tax) of INR 4,222.22 Lakhs during FY 2023-24.

DIVIDEND

Your Board of Directors do not declare Dividend for FY 2024-25.

UNPAID DIVIDEND

The Company has declared Interim Dividend during the year under review and there are few instances of unclaimed/unpaid dividend, however, no amount is due to transfer to Investor Education and Protection Fund (IEPF) on 31^st March 2025.

Detailed disclosure relating to unpaid/unclaimed dividend is provided in the Corporate Governance Report which forms a part of the Annual Report.

TRANSFER TO RESERVES

INR 158.26 Lakhs were transferred to the Statutory Reserves, as required under Section 45-IC of the Reserve Bank of India Act, 1934 during FY 2024-25.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As on March 31, 2025, your Company had 2 wholly-owned subsidiaries.

1. Vibrant Global Salt Private Limited.

2. Vibrant Global Trading Private Limited.

FINANCIAL PERFORMANCE OF THE SUBSIDIARIES

Vibrant Global Trading Private Limited

Total income for the FY 2024-25 was INR 12,256.61 Lakhs as compared to INR 5,032.39 Lakhs during previous financial year. The Company recorded loss (after tax) of INR 462.07 Lakhs during current fiscal year as compared to profit (after tax) of INR 143.62 Lakhs during previous financial year

Vibrant Global Salt Private Limited

Total income for the FY 2024-25 was INR 13,959.43 Lakhs as compared to INR 13,008.44 Lakhs during previous financial year. The Company recorded loss (after Tax) of INR 378.13 Lakhs during FY 2024-25 as compared profit (after Tax) of INR 407.17 Lakhs during previous financial year.

In accordance with Section 129(3) of the Companies Act, 2013 and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consolidated financial statements of the Companies and its Subsidiaries are prepared, which forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of our Subsidiaries, prescribed format of AOC-1 is appended as Annexure 1 to the Board Report.

The Statement also provides details of performance, financial positions of each of Subsidiaries. These documents will also be available for inspection during business hours at our Registered Office of the Company.

SHARE CAPITAL

During the year, there was no change in the share capital of the Company. The outstanding, issued, subscribed and paid-up capital of the Company was INR 2,290.74 Lakhs as on March 31, 2025. The Authorised Share Capital of the Company was INR 2,725 Lakhs as on March 31, 2025.

DEPOSITS

The Company being non-Deposit accepting NBFC registered with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934, has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as

Annexure 2 of the Boards Report.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT

The Board of Directors is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Company has in place a comprehensive Risk Management framework to identify, monitor, review various risk elements. On a periodic basis all necessary steps towards mitigation of various risk elements which can impact the smooth functioning working of the Company are taken by the Management of the Company. All the identified risks are managed through continuous review of business parameters by the Management and the Board of Directors are also informed of the risks and concerns.

Discussion on risks and concerns is covered separately under section the Management Discussion and Analysis Report, which forms integral part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Control systems of the Company are adequate with reference to the Financial Statement, size and operations of the Company. Internal Auditor of the Company observes the effective functioning of internal financial controls. The scope and functions of Internal Auditor is defined and reviewed by the Audit Committee.

During the year under review, the Internal Financial Control were tested and no reportable material weakness in the design or operation were observed. The Audit Committee reviews the internal audit report received from internal Auditor and institutionalize new procedures to strengthen controls.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 mandated the formulation of certain policies.

All these policies are available on the website of the Company (www.vibrantglobalgroup.com).

Sr. No.	Name of the Policy
	Prohibition of Insider Trading Policy
	Code of Conduct
	Vigil Mechanism Policy
	Archival Policy for Retention of Documents
	Policy for determination of Materiality of Event or Information
	Policy for Evaluation of Performance of the Board of Directors
	Nomination & Remuneration Policy
	Prevention of Sexual Harassment at workplace policy
	Corporate Social Responsibility (CSR) Policy

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Your Company has in place an appropriate policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment of women. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We further state that during the financial year under review, there were no complaints received/cases filed / cases pending under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation:

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Vinod Garg (DIN: 00152665) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The Board recommends his reappointment by the members at the ensuing AGM.

Appointment & Resignation:

During the year under review, Mr. Hitesh Gada was appointed as Non-executive Independent Director on 10^th October, 2024, who will be regularized in the ensuing 30^th Annual General Meeting; Further, Mr. Varun Jugal Vijaywargi (DIN: 08641976) was re-appointed Non-executive Independent Director on 10^th February, 2025, who will be regularized in the ensuing 30^th Annual General Meeting; and Mr. Kaushik Agrawal resigned as Non-executive Independent Director effective from 10^th October, 2024. The Board places its sincere appreciation for the services rendered by him during his tenure of Non-executive Independent Director.

Profile of the Director Seeking Appointment / Reappointment

As required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements), 2015, particulars of the Directors retiring by rotation and seeking reappointment at the ensuing 30^th AGM is annexed to the notice convening 30^th AGM.

Familiarization Program for Independent Directors:

With the commencement of SEBI (LODR) Regulation, 2015, the listed entity is required to conduct the program for new joining director of the Company to get him/her familiarization with the Company.

Declaration by Independent Directors

The Company has obtained declarations from Independent Directors stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:

1. Mr. Vinod Garg, Chairman and Managing Director

2. Mr. Vaibhav Garg, Whole Time Director & Chief Financial Officer

3. Mr. Jalpesh Darji, Company Secretary & Compliance Officer

Appointment/ Resignation of Key Managerial Personnel:

There was no appointment/ resignation of Key Managerial Personnel during the year under review.

REMUNERATION TO MANAGING DIRECTOR AND WHOLE TIME DIRECTOR FROM SUBSIDARY COMPANIES During the Financial Year 2024-25, Mr. Vinod Garg, Chairman & Managing Director and Mr. Vaibhav Garg, Whole Time Director & Chief Financial Officer did not draw any remuneration from Subsidiary Companies.

There is no commission drawn by Managing Director/ Whole-Time Director from the Company or its subsidiaries and hence, no disclosure is required under Section 197(14) of the Act and rules made thereunder.

BOARD MEETINGS

During the year under review 5 (five) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings is within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors was held during the year under review.

BOARD EVALUATION

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board has carried out the annual evaluation of its own performance, and of each of the Directors individually, including the independent directors, as well as the working of its committees based on the criteria and framework adopted by the Board on recommendation of Nomination & Remuneration Committee Meeting.

OUTCOME OF THE EVALUATION

The Board of your Company was satisfied with the functioning of the Board and its committees.

The committees are functioning well and besides their committees terms of reference, as mandated by law, important issues are brought up and discussed in the committee meetings. The Board was also satisfied with the contribution of directors, in their respective capacities, which reflects the overall engagement of the individual directors.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company carry out and reviews its CSR responsibility in accordance with its CSR Policy. Details pertaining to CSR is given in the Corporate Governance Report. The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached to this report as Annexure 3.

COMMITTEES OF THE BOARD

(as at 31^st March, 2025) Compositions of all Committees are as follows:

Audit Committee

Mr. Varun Vijaywargi, Chairman	Non-Executive Independent Director
Mrs. Khushboo Pasari, Member	Non-Executive Independent Director
Mr. Hitesh Gada, Member*	Non-Executive Independent Director
Mr. Vinod Garg, Member	Executive Director

*Appointed as member of Audit committee on 10^th October, 2024.

Nomination and Remuneration/ Compensation Committee ("NRC")

Mr. Varun Vijaywargi, Chairman	Non-Executive Independent Director
Mrs. Khushboo Pasari, Member	Non-Executive Independent Director
Mr. Hitesh Gada, Member*	Non-Executive Independent Director
Mr. Vinod Garg, Member	Executive Director

*Appointed as member of Audit committee on 10^th October, 2024.

Stakeholders Relation Committee

Mr. Varun Vijaywargi, Chairman	Non-Executive Independent Director
Mrs. Khushboo Pasari, Member	Non-Executive Independent Director
Mr. Vinod Garg, Member	Executive Director

REMUNERATION POLICY

The Board, on the recommendation of the Nomination & Remuneration/ Compensation Committee framed a Nomination & Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The Nomination & Remuneration Policy is placed on the website of the Company.

VIGIL MECHANISM

The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns and grievances.

INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015 ("the PIT Regulations") and amendments thereto on prevention of Insider

Trading, your Company has a comprehensive Code of Conduct for Regulating, monitoring and reporting of trading by Insiders along with policy on legitimate purpose. Your Company also has a Code of Practices and Procedures of fair disclosures of unpublished price sensitive information and these code(s) are in line with the PIT regulations.

RELATED PARTY TRANSACTIONS

All the contracts/ arrangements/ transactions that were entered into by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the provisions of the Act on materiality of related party transaction.

Details of Related Party Transactions are given in the note No. 31 and 31A to the Standalone Financial Statements. Also, Form AOC-2 on Related Party disclosures for the year under review, form part of this Annual Report as Annexure 4.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review forms part of this Annual Report.

CORPORATE GOVERNANCE

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR, 2015), a Report on Corporate Governance along with a Certificate of Compliance from Practicing Company Secretary form part of this Report.

EXTRACT OF ANNUAL RETURN

In accordance with section 134 (3) (a) of the Companies Act, 2013, the Annual Return is available on website of the Company. Web link of Annual Return: http://www.vibrantglobalgroup.com/

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY	Not Applicable
TECHNOLOGY ABSORPTION	Not Applicable
FOREIGN EXCHANGE EARNINGS AND OUTGO	NIL

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P. Surbhi & Associates, Practicing Company Secretaries, Nagpur, Maharashtra, to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report given by M/s P. Surbhi & Associates, Nagpur for the year under review is annexed herewith as Annexure 5 is self-explanatory and do not call for any further comments. The Annual Secretarial Compliance Report for the financial year 2024-25 has also been submitted to the BSE.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. Agrawal & Kedia, Chartered Accountants, Nagpur, Maharashtra (FRN: 100114W), were appointed as statutory auditors of the company for a consecutive second term of 5 years i.e. commencing from the conclusion of 27^th AGM till conclusion of 32^nd AGM.

M/s. Agrawal & Kedia, Chartered Accountants, have confirmed that:

They satisfy criteria prescribed under Section 141 of the Companies Act, 2013;

They hold a valid Peer review certificate issued by the Institute of Chartered Accountants of India.

Boards Comment on the Auditors Report

M/s. Agrawal & Kedia, Statutory Auditors have submitted Auditors Report with unmodified opinion and unmodified figures for the financial year ended March 31, 2025 in compliance of Reg. 33(1)(d) of SEBI (LoDR) Regulations, 2015.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

MATERIAL CHANGES / DEVELOPMENTS DURING THE YEAR

There are no material changes and development affecting the financial position of the Company which has occurred during the Financial Year ended on March 31, 2025.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY There are no material changes which have occurred subsequent to the close of the financial year and before the date of this report affecting financial, position of the Company in any substantial manner.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2024-25:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Option Scheme as referred to in this Report.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.

4. No frauds against the Company reported by the Auditors for the period under report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, Directors of your Company state and confirm that:

1. In the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards have been followed and there are no material departures from the same;

2. 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 as at March 31, 2025 and of the profit and loss of the Company for year ended on that date;

3. The Directors had 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;

4. The Directors had prepared the annual accounts on a going concern basis; and

5. 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.

6. 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.

ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation for the continued support, cooperation, and confidence extended by the Companys shareholders, bankers, independent directors, business associates, and various government authorities. The Directors also acknowledge and appreciate the dedicated efforts, commitment, and contribution of all employees at all levels in achieving the Companys objectives.

Annexure 1 to the Boards Report

FORM AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Account) Rules, 2014)

Statement containing features of the financial statements of Subsidiaries

PART "A": Subsidiaries

(INR in Lakhs)

Sr.	Name of the subsidiary	Vibrant Global Trading	Vibrant Global Salt
No.		Private Limited	Private Limited
1	Reporting Period for the Subsidiaries	April 1, 2024 to	April 1, 2024 to
	concerned	March 31, 2025	March 31, 2025
2	Reporting currency and Exchange	INR	INR
	rate as on the last date of the
	relevant financial year in the case of
	foreign subsidiaries
3	Paid-up Share Capital	185.34	165.00
4	Reserves & Surplus	892.86	878.87
5	Total Assets	2,266.31	4,889.96
6	Total Liabilities (excluding Capital	1,188.11	3,846.09
	and Reserves)
7	Investment (including Investment in	-	-
	Holding and Group Companies)
8	Total Income	12,256.61	13,959.43
9	Profit/ (Loss) Before Tax	(584.87)	(339.01)
10	Provision for Tax (including Deferred	(122.80)	39.12
	Tax and Prior Period Taxes)
11	Profit/ (Loss) After Tax	(462.07)	(378.13)
12	Proposed Dividend (including tax	-	-
	thereon)
13	% of Shareholding	100.00%	100.00%

1. Names of the subsidiaries which are yet to commence operations: None

2. Name of subsidiaries which have been liquidated or sold during the year: None

Part B: Not applicable since the Company does not have any associate company.

Annexure 2 to the Boards Report PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Companies Act read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014)

Part 1

(Details pertaining to Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Employed throughout the financial year, was in receipt of remuneration exceeding INR 102 Lakhs, in the aggregate No such employee, hence no details are given in this annexure; and

2. Employed for a part of the financial year, was in receipt of remuneration exceeding INR 8.50 Lakhs per month No such employee, hence no details are given in this annexure; and

3. Employed throughout the financial year or part thereof, was in receipt of remuneration, in aggregate, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company As per Annexure 2-A No such employee, hence no details are given in this annexure.

4. Names of Top 10 Employees in terms of Remuneration drawn: The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company available on the website of the Company at www.vibrantglobalgroup.com

Part 2

(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25:

Name and Designation of the Director	Ratio	to	Median
	Remuneration
Mr. Vinod Garg, Managing Director		NIL
Mr. Vaibhav Garg, Whole Time Director and Chief Financial Officer		NIL
Mr. Varun Vijaywargi, Non-Executive Independent Director		NIL
Mrs. Khushboo Pasari, Non-Executive Independent Director		NIL
Mr. Kaushik Agrawal, Non-Executive Independent Director*		NIL
Mr. Hitesh Gada, Non-Executive Independent Director**		NIL
Mr. Ajay Garg, Non-Executive Non-Independent Director		NIL

*Resigned as Non-Executive Independent Director as on 10^th October, 2024.

** Appointed as Non-Executive Independent Director as on 10^th October, 2024.

No Remuneration was paid to Managing Director and Whole Time Director and Chief Financial Officer during for FY 2024-25.

Independent Directors & Non-Executive Non-Independent Director were paid only sitting fees during year under review. Hence, their Ratio to Median Remuneration has been shown as NIL.

(ii) The percentage increase in remuneration of Managing Director, Whole Time Director and Chief Financial Officer, other Non-Executive Directors and Company Secretary of the Company in the financial year 2024-25:

Name & Designation	Ratio to Median		% increase/ decrease in
	remuneration		Remuneration
Mr. Vinod Garg, MD		-		-
Mr. Vaibhav Garg, WTD and CFO		-		-
Mr. Varun Vijaywargi, I-NED		-		-
Mrs. Khushboo Pasari, I-NED		-		-
Mr. Kaushik Agrawal, I-NED*		-		-
Mr. Hitesh Gada, I-NED**		-		-
Mr. Ajay Garg, NI-NED		-		-
Key Managerial Personnel
Mr. Jalpesh Darji, CS		1.36	38.93%

*Resigned as Non-Executive Independent Director as on 10^th October, 2024.

** Appointed as Non-Executive Independent Director as on 10^th October, 2024.

Independent Directors were paid only sitting fees during year under review. Hence, their Ratio to Median Remuneration has been shown as NIL.

Legends: MD - Managing Director; WTD Whole time Director; CFO Chief Financial Officer; I-NED

- Independent Non-Executive Director; NI-NED Non-Independent Non-Executive Director; CS -Company Secretary

Note: Median remuneration of all the employees of the Company (Excluding Managing Director and Whole Time Director of the Company) for the financial year 2024-25 is INR 13,00,436.

(iii) The percentage increase/ decrease in the median remuneration of all employees in the financial year 2024-25 is 2.02%

(iv) The number of permanent employees on the rolls of Company

There were 2 (two) permanent employees (excluding Managing Director and Whole Time Director) as on March 31, 2025. Both being Male employees.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration It was made as per industrial standards.

(vi) Affirmation that the remuneration is as per the Remuneration Policy of the Company

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, KMPs, Senior Management and other employees of the Company is as per the Remuneration Policy of the Company.

Annexure 3 to the Boards Report Corporate Social Responsibility (CSR)

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

CSR POLICY:

The Company believes in a philosophy of adopting sustainable business practices which are beneficial to the various stakeholders including the society. Through its corporate values, the Company constantly endeavors to actively contribute to the social and economic development of the communities in which it operates. The Company has always believed in giving back to the society and recognized its role and responsibility as a corporate citizen. The Company has social values ingrained into its culture and manner of working. The Company will undertake various CSR projects, programs and activities from time to time. Such projects, programs and activities will be undertaken keeping in mind the CSR philosophy of the Company and in alignment with the permissible activities under the Companies Act, 2013 and rules framed under (as amended from time to time). It shall be at the discretion of the Company to undertake, modify, implement CSR projects, programs and activities from time to time as it deems fit.

Without prejudice to the generality of the aforesaid, the company may from time to time undertake any project, program and activity on one or more of the following areas:

Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water.

Contributing to the education of children from low-income families, particularly those of poor farmers in the local area, implementing various educational initiatives, such as scholarships, school infrastructure development, and access to learning resources. By investing in these areas, we aim to bridge the educational gap and enable children from poor farming families to thrive academically.

Through partnerships with local schools and nonprofit organizations, providing financial support for tuition fees, school supplies, and transportation, ensuring that children from poor farming backgrounds can attend school regularly and without financial burden

Promoting education, including special education through various activities including organizing schools development projects/programs, by organizing special sessions in schools, etc.

Promoting education through various activities including providing support to educational institutions, centres for non-formal education, tent school programs, schools at various sites like construction sites, etc.

Employment enhancing vocation skills especially among children and women through various activities including child care centres, anganwadi programs, livelihood enhancement projects, vocational training programs, etc.,

Empowering women through various activities including child care centres, anganwadi program, etc.,

Promoting awareness of preventive health care through various activities including organizing campaigns, awareness sessions, events, marathons, etc. with reference to various ailments such as diabetes, hypertension, cardiac, etc.

Any other projects, programs and activities falling within the permissible activities prescribed under Companies Act, 2013, rules made thereunder, any circular/notification/guidelines/clarification issued thereunder.

MODE OF CARRYING OUT CSR ACTIVITIES

The Company may carry out the CSR activities either on its own, or through a registered trust or registered society or through a company registered under Section 8 of the Companies Act, 2013 or through one or more of the modes in such manner as it deems fit and as allowed under the provisions of the Companies Act, 2013 and rules made there under. The Company may also collaborate with other companies for undertaking projects, programs and activities in such manner as it deems fit.

NON - APPLICABILITY OF CSR COMMITTEE

Pursuant to the Section 135(9) of the Companies Act, 2013 and rules made thereunder, where the amount to be spent by a company under sub-section 135(5) of the Companies Act, 2013 does not exceed INR 50 Lakhs p.a., the requirement of constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided shall be discharged by the Board of Directors of such company. Total amount of spending for the Company is INR 28.35 lakhs for FY 2024-25 and hence, CSR committee is not formed and all the functions are discharged by the Board of Directors. However, CSR committee was formed on 26^th May, 2025 with combination of Non-executive Independent Directors and Executive Director.

The Board of Directors perform the following roles, powers and responsibility: (i) Formulate and recommend the CSR Policy and any amendments thereto.

(ii) Develop and approve various CSR projects, programs and activities to be undertaken from time to time either directly by the Company or through other entities.

(iii) Determine modalities of execution of such CSR projects, programs and activities. (iv) Undertake all necessary steps to implement the CSR activities.

(v) Authorise and approve CSR expenditure from time to time subject to the limits approved by the Board of Directors.

(vi) Monitor the CSR activities in such manner as it deems fit.

(vii) Carry out all such acts, deeds, matters and things as may be required in connection with aforesaid matters and generally for any matter connected with the CSR policy of the Company,

CSR SPENDING

The Company may, in every financial year, spend such amounts on its CSR activities as the Board may authorise from time to time, subject to the limits as approved by the Board of Directors. Any surplus arising out of CSR projects, programs and activities shall not form part of the business profits of the Company.

MONITORING PROCESS

The Board shall monitor the implementation of various programs, projects and activities in such manner as it deems fit. The Board shall also determine the manner of submission of information, reports, files, etc. by third parties as a part of the monitoring process. C The Board shall ensure that a transparent monitoring mechanism is put in place.

Without prejudice to the generality of the contents of this policy, the Company may undertake CSR projects, programs and activities as permitted under the framework of Companies Act, 2013 from time to time (including any amendments, clarifications, circulars, notifications or other official communications from time to time). The Company may also carry out the purposes of this CSR policy in accordance with any amended position of law from time to time notwithstanding that such amended position is not reflected in this policy.

ANNUAL REPORT ON CSR ACTIVITIES

Your Company is committed and believes in promoting well-being of the society in which it operates and the CSR Committee of the Company has been cautioned in identification of those CSR projects as covered under CSR Policy of the Company and promptly executing and monitoring the identified projects in association with various local charitable and Not for Profit organizations. In coming times, the Company shall continue to assess fresh projects and explore new geographies for undertaking CSR activities under CSR Policy of the Company and shall always remain committed to meet its CSR obligations on annual basis.

1. OUTLINE OF THE CSR POLICY:

The Corporate Social Responsibility (CSR) Policy of the Company covers the causes that Company may pursue as its CSR.

Based on the profit for each financial year, the CSR Committee shall indicate the amount to be spent during the year.

The procedure for approval of the project(s), investment/incurring costs and monitoring is also laid down in the policy.

The said CSR Policy and the activity to be pursued by the Company are placed under the web link: www.vibrantglobalgroup.com

2. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable

3. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not Applicable

4. Average net profit for immediately preceding 3 (three) financial years for CSR amount to be spent during financial year FY 2024-25:

Particulars	INR In Lakhs
Profit/(Loss) FY 2021-22	1,072.56
Profit/(Loss) FY 2022-23	292.45
Profit/(Loss) FY 2023-24	2,888.09
TOTAL NET PROFIT FOR IMMEDIATELY PRECEDING 3 FINANCIAL YEARS	4,253.10
Average Profit	1,417.70
2% of Average Profit of immediately preceding 3 financial years	28.35

5. a. Two percent of average net profit of the company as per section 135(5): INR 28.35 LAKHS. b. Surplus arising out of the CSR projects or programs or activities of the previous financial years: NIL c. Amount required to be set off for the financial year, if any: NIL d. Total CSR obligation for the financial year (5a+5b-5c): INR 28.35 LAKHS.

6. a. CSR amount spent or unspent for the financial year:

Total Amount	Amount Unspent (INR in Lakhs)
Spent for the Financial Year 2024-25 (in Lakhs)	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
28.51	-	-	-	-	-

b. Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable c. Details of CSR amount spent against other than ongoing projects for the financial year:

1 2	3	4	5	6	7	8
Sr . N o CSR project or activity Identified	Sector in which the Project is covered	Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs	Amount outlay (budget) project or programs wise (in INR)	Amount spent on the projects or programs Sub heads: (1) Direct expenditure on projects or programs (2) Overheads (in INR)	Cumulative expenditure upto the reporting period (in INR)	Amount spent: Direct or through implementing agency
1. Welfare program	Public Welfare and Education Uplift and empower	Maharashtra	NA	Direct: 7.00 Lakhs Overheads: NIL	7.00 Lakhs	Implementing Agency: Uma Garg Foundation (CSR Regn No.: CSR000487 53) Implementing Agency:
2. Village support	underprivileged communities in village areas	Maharas htra	NA	Direct: 5.51 Lakhs Overheads: NIL	5.51 Lakhs	Lions Club of Millennium Charity Trust

 

						(CSR Regn No.: CSR000594 21)
3. Senior citizen home project	Setting up homes for senior citizen and elderly communities	Maharashtra	NA	Direct: 15.00 Lakhs Overheads: NIL	15.00 Lakhs	Implementing Agency: Maitri Sadbhavna Foundation (CSR Regn No.: CSR000874 86)
4. Public welfare	Nurturing spirituality and uplifting the economically weaker sections of society	Maharashtra	NA	Direct: 1.00 Lakhs Overheads: NIL	1.00 Lakh	Implementing Agency: Sri Sathya Sai Trust (CSR Regn No.: CSR000017 04)

d. Amount spent in Administrative Overheads: NIL e. Amount spent on Impact Assessment, if applicable: NOT APPLICABLE f. Total amount spent for the Financial Year (6b+6c+6d+6e): INR 28.51 LAKHS g. Excess amount for set off, if any: NIL

Sl. No. Particulars	(INR in Lakhs)
(i) Two percent of average net profit of the company as per section 135(5)	28.35
(ii) Total amount spent for the Financial Year	28.51
(iii) Excess amount spent for the financial year [(ii)-(i)]	0.16
(iv) Surplus arising out of the CSR projects or programs or activities of the previous financial years, if any	Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	Nil

7. a. Details of Unspent CSR amount for the preceding 3 (three) financial years: NIL b. Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

8. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable

(Asset-wise details): Not Applicable a. Date of creation or acquisition of the capital asset(s). b. Amount of CSR spent for creation or acquisition of capital asset. c. Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. d. Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

10. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

We hereby confirm that the implementation and monitoring of CSR Policy is in compliance with the CSR objectives and Policy of the Company.

Annexure 4 to the Boards Report Form AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/ arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto;

1) Details of contracts or arrangements or transactions not at arms length basis: NIL

There were no contacts or arrangements or transactions entered in to during the year ended March 31, 2025, which were not at Arms length.

2) Details of material contracts or arrangement or transactions at arms length basis:

The details of contacts or arrangements or transactions Arms length basis for the year March

31, 2025 are as follows:

a. Names(s) of the related party and nature of relationship: As per Annexure to AOC -2 b. Nature of contracts/ Arrangements/ Transactions: As per Annexure to AOC -2 c. Duration of the contracts /Arrangements/ Transactions: As per Annexure to AOC -2 d. Salient terms of the contracts or arrangements or transactions including the value, if any: No salient terms defined for the transactions with the related parties. e. Date(s) of approval by Audit Committee: 18^th May, 2024 (Omnibus Approval) f. Amount paid as advances during the FY 2024-25, if any: As per Annexure to AOC -2

ANNEXURE TO AOC -2

		Duration of
		the contracts	Nature of
Name of the	Nature of			INR in Lakhs
		/	contracts/Arrangements/
Related Party	Relationship
		arrangements	Transactions
		/ transaction
	Key
Vaibhav Garg	Managerial	N.A.	Loans Accepted	75.00
	Personnel
	Key
Vaibhav Garg	Managerial	N.A.	Loans repaid back	75.00
	Personnel
Vibrant
Global
Trading	Subsidiary	N.A.	Rent paid	36.00
Private
Limited
Vibrant
			Outstanding Corporate
Global Salt
	Subsidiary	N.A.	Guarantee to the State	2,088.32
Private
			Bank of India
Limited

Annexure 5 to the Boards Report

SECRETARIAL AUDIT REPORT For the financial year ended 31^st March 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

VIBRANT GLOBAL CAPITAL LIMITED

Unit No.202, Tower-A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel. MUMBAI-400013, MH

1. I have conducted the secretarial audit of the compliance of applicable statutory provisions and adherence to good corporate practices by VIBRANT GLOBAL CAPITAL LIMITED (herein after called ‘the company) Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

i. Managements Responsibility for Secretarial Compliances

The Companys Management is responsible for preparation and maintenance of

Secretarial Records and for devising proper systems to ensure compliance with the provisions of applicable laws and regulations.

ii. Auditors Responsibility

My responsibility is to express an opinion on the Secretarial records, standards and procedures followed by the Company with respect to Secretarial Compliances.

I believe that audit evidence and information obtained from the companys management is adequate and appropriate for us to provide a basis for my opinion.

2. I have examined the papers, minute books, forms, returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2025 provided to me through electronic mode. No physical verification of any document / record was possible. Based on my examination as aforesaid and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter :

3. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, for the financial year ended on 31^st March, 2025

4. , according to the provisions of:-i. The Companies Act, 2013 (the Act) and the Rules made there under; ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made thereunder; iii. The Depositors Act, 1996 and the Regulations and Bye laws framed there under; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; which is not applicable to the Company during the year under review; v. The following Regulations and Guidelines prescribed under Securities and Exchange Board of India Act, 1992, (SEBI Act): A. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

B. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011.

C. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

D. The Securities and Exchange Board of India (Issue of capital and Disclosure of requirements) Regulations, 2018.

E. The Securities and exchange Board of India (Employees Stock option scheme and employees stock purchase scheme) Guidelines, 1999- Not applicable to the company during the financial year

F. The Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulations 2008- Not applicable to the company during the financial year

G. The Securities and exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client. H. The Securities and Exchange Board of India (Delisting of Equity shares) Regulations, 2009- Not applicable to the company during the financial year

I. The Securities and Exchange Board of India (Buy back of securities) Regulations, 2018- Not applicable to the company during the financial year

INDUSTRY SPECIFIC ACTS:

The Company is Non Deposit Accepting NBFC registered with the Reserve Bank of India under Section 45IA of Reserve Bank of India Act, 1934. It has generally complied with the Regulations prescribed thereunder.

I have also examined compliance with the applicable clauses of the following a) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board meeting and general meetings. b) Listing agreement entered into by the Company with Bombay Stock Exchange of India Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all Directors to schedule the Board meetings, agenda and detailed notes on agenda were sent seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee(s) Meetings are carried through unanimously as recorded in the meetings of the Board and Committee(s) of the Board, as the case may be.

I further report that there are adequate systems and process in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

ANNEXURE-A TO THE SECRETARIAL AUDIT REPORT

My Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on the secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company as it is a part of financial audit.

4. I have obtained the Managements representation about the compliance of laws, rules and regulations and happening of events, etc., wherever required.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.