Vijay Solvex Ltd Directors Report

TO

THE MEMBERS OF

VIJAY SOLVEX LIMITED

Your Directors have pleased to present the 37^th Annual Report on the business & operations of your Company along with the Audited Financial Statements for the financial year ended 31^st March, 2025.

SUMMARIZED FINANCIAL RESULTS

Particulars	Year ended 2024-25	Year ended 2023-24	Year ended 2024-25	Year ended 2023-24
	Standalone		Consolidated
Revenue from operations	183073.01	182923.28	183073.01	182923.28
Other Income	187.49	270.15	187.49	270.15
Total Income	183260.50	183193.43	183260.50	183193.43
Profit before finance cost, depreciation and tax	2853.46	703.03	2853.46	703.03
Less: Finance Cost	347.50	100.71	347.50	100.71
Profit before depreciation and tax	2505.96	602.32	2505.96	602.32
Less: Depreciation	262.34	254.70	262.34	254.70
Profit before Tax (before share of profit of associates)	2243.62	347.62	2243.62	347.62
Add: Share of Profit / (Loss) of associates	-	-	5.35	58.55
Profit before Tax (after share of profit of associates)	-	-	2248.97	406.17
Less: Current Tax	571.00	66.50	571.00	66.50
Less: Deferred Tax	(164.61)	45.73	(164.61)	45.73
Profit after Tax	1837.23	235.39	1842.58	293.94
Add: Other Comprehensive Income	(3.44)	38.49	59.62	19.17
Total Comprehensive Income	1833.79	273.88	1902.20	313.11
Add: Balance brought forward from previous year	28092.57	27818.69	31942.96	31631.84
Add/(Less): Adjustment of earlier years	-	-	2.13	(1.99)
Surplus carried to Balance Sheet	29926.36	28092.57	33847.29	31942.96

STATE OF COMPANYS AFFAIRS

During the period under review, on standalone basis, your Company has achieved a Total Revenue from Operations of Rs. 1,83,073.01 Lakhs as against Rs. 1,82,923.28 Lakhs in the previous financial year. The Profit before Finance Cost, Depreciation and Tax is Rs. 2,853.46 Lakhs, Profit after Tax is Rs. 1,837.23 Lakhs and Total Comprehensive Income is Rs. 1,833.79 Lakhs as compare to Rs. 703.03 Lakhs, Rs. 235.39 Lakhs and Rs. 273.88 Lakhs respectively in the previous financial year. During the year the Total Revenue from Operations and Profit after Tax of the Company has increased by 0.08% and 680.50% respectively due to favourable market conditions and growth in overall edible oil sector.

Further, during the period under review, on consolidated basis, your Company has achieved Profit before Tax (after share of profit of associates) of Rs. 2,248.97 Lakhs as against Rs. 406.17 Lakhs in the previous financial year. The Profit after Tax is Rs. 1,842.58 Lakhs and Total Comprehensive Income is Rs. 1,902.20 Lakhs as against Rs. 293.94 Lakhs and Rs. 313.11 Lakhs respectively in the previous financial year. During the year the Profit before Tax (after share of profit of associates) and Profit after Tax of the Company has increased by 453.70% and 526.86% respectively due to favourable market conditions and growth in overall edible oil sector.

During the period under review, Wind Power Generation plant of the Company located at Village Hansua, District Jaisalmer, Rajasthan was not in operation as the segment is not financially viable to run. However, the effect of this segment is very marginal on overall revenue of the Company.

DIVIDEND

The Company intends to retain internal accrual for funding growth to generate a good return for shareholders both of today and tomorrow. Thus, the Board of Directors do not propose any dividend for the financial year 2024-25.

TRANSFER TO RESERVES

Your Company has not made any transfer to Reserves during the financial year 2024-25.

PUBLIC DEPOSITES

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

CORPORATE SOCIAL RESPONSIBILITY

The composition of the Corporate Social Responsibility Committee is in accordance with the provisions of Section 135 of the Companies Act, 2013 read with Rule 5 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. Presently, the Corporate Social Responsibility Committee comprises of three directors, two are Non-Executive Independent Directors and one is Non-Executive Non-Independent Director. The Chairperson of the Committee is an Independent Director, The composition of the Committee is as follows:-

Name of Committee Members	Category of Directorship	Date of initial Appointment as Member/ Chairman	Date of Cessation as Member/ Chairman
Shri Sachin Gupta (Chairman)	Non-Executive Independent Director	01.10.2022
Shri Manish Jain (Member)	Non-Executive Independent Director	01.10.2022
Shri Ram Prakash Mahawar (Member)	Non-Executive Non-Independent Director	29.06.2023

During the Financial Year 2024-25, the Company has spent a sum of Rs. 61.67 Lakhs (more than 2% of the average net profits of last three financial years) on CSR activities against its Net CSR Liability of Rs. 56.82.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy of the Company can be accessed on the Companys website at the link: http://www.vijaysolvex.com/assets/docs/csr_policy.pdf

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified focus areas for CSR engagement, details of few such areas are given below:

1) Promoting education including special education.

2) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation.

3) Promoting gender equality, empowering women and setting up old age homes.

4) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare.

5) Rural development projects.

6) Setting up orphan homes, old age homes, homes for womens etc.

7) Promoting rural sports and nationally recognized sports.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act. The Annual disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure-I.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013 read with Rules framed thereunder, the Consolidated Financial Statements of the Company for the financial year 2024-25 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company and audited/ unaudited financial statements of its associates companies (refer Form AOC-1 as attached to the Consolidated Financial Statements of the Company forming part of this Annual Report), as approved by the respective Board of Directors. The Consolidated Financial Statements together with Auditors Report form part of this Annual Report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, as amended. A report on Corporate Governance along with certificate on its compliance forms a part of this Annual Report.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

There is no subsidiary and joint venture of the Company and further there are no Companies, which have become or ceased to be the subsidiary, joint venture and associate of the Company during the year.

Detail of associate companies has been specified in form MGT-7 i.e. Annual Return for the financial year ended March 31, 2025 and the same is put up on the website of the Company at link: https://www.vijaysolvex.com/assets/docs/mgt7_2024-25.pdf

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Associate Companies in Form AOC-1 is attached to the Consolidated Financial Statements of the Company forming part of this Annual Report. The said form also highlights the financial performance of the Associate Companies and their contribution to the overall performance of the Company during the period under report pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOAN GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the financial year 2024-25, the Company has not given any loan, provide guarantee and securities. However, Company has made investment of Rs. 2.08 Lakhs for acquiring 2660 equity shares of Vishal Mega Mart Limited.

NUMBER OF MEETINGS OF BOARD

The Board duly met at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice along with agenda and notes on agenda of each Board Meeting was given in writing to each Director.

Nine (9) meetings of Board of Directors were held during the year. The interval between two meetings was well within the maximum period mentioned under section 173 of Companies Act, 2013 and Regulation 17(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details, please refer report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

The composition of the Audit Committee is in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Presently, the Audit Committee comprises of three directors, two are Non-Executive Independent Directors and one is Non-Executive Non-Independent Director. The Chairperson of the Committee is an Independent Director. The composition of the Committee is as follows:-

Name of Committee Members	Category of Directorship	Date of initial Appointment as Member/ Chairman	Date of Cessation as Member/ Chairman
Shri Sachin Gupta (Chairman)	Non-Executive Independent Director	01.10.2022
Shri Manish Jain (Member)	Non-Executive Independent Director	01.10.2022
Shri Ram Prakash Mahawar (Member)	Non-Executive Non-Independent Director	29.06.2023

During the financial year 2024-25, the recommendations made by the Audit Committee were accepted by the Board.

Further, the Roles and Responsibilities and other related matters of Audit Committee forms an integral part of Corporate Governance Report as part of this Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of Board of Directors and General Meetings.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, Shri Saurabh Data (DIN: 00286331), Non-Executive Non-Independent Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Shri Vijay Data as Managing Director of the Company, during his existing tenure i.e. from September 26, 2022 till September 25, 2025 has attained the age of 70 years on July 1, 2025. Based on the recommendation of the Nomination and Remuneration Committee and keeping in view of his high level of planning, vision and strategy, leadership skills and in depth knowledge of Oil and Oil Seeds, Board of Directors of the Company at its meeting held on June 28, 2025, has approved the continuation of his employment as Managing Director of the Company, on the same terms of appointment and remuneration as approved by members the 34^th Annual General Meeting of the Company held on 26.09.2022, subject to approval of the members at the ensuing Annual General Meeting of the Company. The Board of Directors recommends continuation of the employment of Mr. Vijay Data (DIN: 00286492) as Managing Director of the Company on attaining the age of 70 years on July 1, 2025 for the remaining period of his term, for approval of the members.

Further, during the current financial year 2025-26, the present tenure of Shri Vijay Data as Managing Director of the Company will expire on 25^th September, 2025. Based on the recommendation of the Nomination and Remuneration Committee and keeping in view of his vast experience and leadership skills, the Board of Directors of the Company at its meeting held on August 14, 2025, has approved the re-appointment of Shri Vijay Data as Managing Director of the Company to hold office for a period of 3 (three) years commencing with effect from September 26, 2025 to September 25, 2028 at a remuneration as mentioned in the explanatory statement to the notice of this 37^th Annual General Meeting of the Company. The Board of Directors recommends the re-appointment of Shri Vijay Data as Managing Director of the Company for approval of the members.

During the current financial year 2025-26, the present tenure of Shri Daya Kishan Data as Whole Time Director of the Company will expire on 28^th September, 2025. Based on the recommendation of the Nomination and Remuneration Committee and keeping in view of his vast experience and broad range of skill set, the Board of Directors of the Company at its meeting held on August 14, 2025, has approved the reappointment of Shri Daya Kishan Data as Whole Time Director of the Company to hold office for period of 3 (three) years commencing with effect from September 29, 2025 to September 28, 2028 at a remuneration as mentioned in the explanatory statement to the notice of this 37^th Annual General Meeting of the Company. The Board of Directors recommends the re-appointment of Shri Daya Kishan Data as Whole Time Director of the Company for approval of the members.

A brief resume of the director proposed to be appointed/re-appointed, the nature of his expertise in specific functional areas, names of the companies in which he holds directorship, committee membership / chairmanship, his shareholding etc. are furnished in the explanatory statement to the notice of this 37^th Annual General Meeting of the Company.

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2024-25. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and Listing Regulations and are independent of the management.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:-

Mr. Vijay Data, Managing Director

Mr. Daya Kishan Data, Whole Time Director Mr. Shanker Kukreja, Chief Financial Officer Mr. Jay Prakash Lodha, Company Secretary

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the independent directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and senior management.

FAMILIARISATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The detail of programmes conducted during the year 2024-25 for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at link: https://www.vijaysolvex.com/assets/docs/familiarization2024_25.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) & (5) of the Companies Act, 2013, your Directors state that:

a) In the preparation of the Annual Accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) The Directors have 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 the affairs of the Company as at 31^st March, 2025 and of the profit of the company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts of the Company on a ‘going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has an Internal Control System, commensurate with the size, scale and complexity of its operations which ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information.

The Internal Auditors of the Company conducted the internal audit of the Companys operations and report its findings to the Audit Committee on a regular basis. Internal Auditor also evaluates the functioning and quality of internal controls and provides assurance of its adequacy and effectiveness through periodic reporting.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. Your company has adequate internal financial control with reference to its financial statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company incorporates a whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Company Secretary or Chief Financial Officer of the Company or to the Chairman of the Audit Committee. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The whistle blower policy may be accessed on the Companys website at the link: http://www.vijaysolvex.com/assets/docs/whistle_blower_policy.pdf

EVALUATION OF BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation along with Nomination and Remuneration Committee, of its own performance, the Directors individually as well as the evaluation of its committees.

The performance evaluation criteria of the Board include growth in Business volumes and profitability, compared to earlier periods, growth over the previous years through and fairness in Board Decision making processes. The performance of individual directors and committees was evaluated on the parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, time devoted, awareness to responsibilities, duties as director, attendance record and intensity of participation at meetings etc.

The exclusive meeting of Independent Directors evaluates the performance of the Board, Non-Independent Directors & the Chairman.

The performance evaluation of committees and board as a whole was done on the basis of questionnaire which was circulated among the board members and committee members and on receiving the inputs from them, their performance was assessed by the board.

Lastly, performance evaluation of individual directors was done on the basis of self-evaluation forms which were circulated among the directors and on receiving the duly filled forms, their performance was assessed.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Details of related party transactions have been disclosed in notes to the financial statements.

All related party transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained annually for transactions that are foreseeable and repetitive. The transactions entered pursuant to the omnibus approval so granted along with the statement giving details of all related-party transactions are placed before the Audit Committee for their approval on a quarterly basis.

During the financial year 2024-25, pursuant to the provisions of regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companys policy on related party transactions, the transactions with related parties i.e. Deepak Vegpro Private Limited, Raghuvar (India) Limited and VDSD Foods Private Limited, were considered material and accordingly, the Company at the 36^th Annual General Meeting of the Company held on 30.09.2024 had obtained approval of members to enter into and/or carry out and/or continue contracts/ arrangements/ transactions with Deepak Vegpro Private Limited, Raghuvar (India) Limited and VDSD Foods Private Limited for the financial year 2024-25.

Further, in compliance of the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the basis of foreseen transactions, the Company proposes to obtain prior approval of the members to enter into and/or carry out and/or continue contracts/ arrangements/ transactions with Deepak Vegpro Private Limited, Raghuvar (India) Limited and VDSD Foods Private Limited for the financial year 2025-26. The particulars of contracts/arrangements/transactions with the above mentioned parties are furnished in the explanatory statement to the notice of the 37^th Annual General Meeting of the Company.

Pursuant to Clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rules 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements or transactions entered into by the Company with related parties has disclosed in Form No. AOC- 2 which is attached as Annexure-II.

The policy on related party transactions as approved by the Board may be accessed on the Companys website at the link: http://www.vijaysolvex.com/assets/docs/related_party_policy.pdf

RISK MANAGEMENT POLICY

The Companys Risk Management Policy is well defined to identify and evaluate business risks across all businesses. It assesses all risks at both pre and post-mitigation levels and looks at the actual or potential impact that a risk may have on the business together with an evaluation of the probability of the same occurring. Risk mapping exercises are carried out with a view to regularly monitor and review the risks, identity ownership of the risk, assessing monetary value of such risk and methods to mitigate the same. As per view of the Board, there is no risk in operation of the Company, which may impact the existence of the Company.

COST RECORDS

Pursuant to the provisions of sub-section (1) of section 148 of the Companies Act, 2013, the Central Government has specified preparation and maintenance of cost records, is required by the Company and accordingly such accounts and records are made and maintained by the Company.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

The Members at the 34^th Annual General Meeting of the Company held on 30.09.2022 has approved the appointment of M/s Aggarwal Datta & Co., Chartered Accountants (FRN: 024788C) as Statutory Auditors of the Company for a term of 5 consecutive years to hold office from the conclusion of 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting of the Company to be held in the Calendar year 2027.

M/s Aggarwal Datta & Co., Chartered Accountants (FRN: 024788C) have confirmed that they are not disqualified from continuing as Auditors of the Company and holds the ‘Peer Review certificate as issued by ‘ICAI.

Auditors Report

The notes on accounts referred to in the Auditors Report are self-explanatory and there are no qualifications, reservations or adverse remarks in the Report and therefore do not need any further comment.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board, upon a recommendation from the Audit Committee, has appointed M/s Rajesh & Company, Cost Accountants (Firm Registration Number 000031) as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2026, at such remuneration as approved by the members of the Company at the ensuing Annual General Meeting.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Board has appointed Mr. Arun Jain, Company Secretary in Practice (Certificate of Practice No: 13932), to conduct Secretarial Audit of the company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31^st March, 2025 is annexed herewith marked as Annexure-III.

Further, pursuant to amended Regulation 24A of the SEBI Listing Regulations, the Board of Directors of you Company in their meeting held on May 30, 2025 has approved the appointment of M/s Arun Jain & Associates, Practicing Company Secretary, Alwar (Firm Registration No. I2014RJ1231400) as Secretarial

Auditors of the Company to conduct audit under Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, for a one term of five (5) consecutive years, commencing from the financial year 2025-26 till the financial year 2029-30, subject to approval of the Members at the ensuing 37^th Annual General Meeting. M/s Arun Jain & Associates have confirmed that they are not disqualified to be appointed as Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company.

Non-compliance / Observation in Secretarial Audit Report and Management Response to the same

The Secretarial Auditor has marked a non-compliance / observation in his report dated 05.08.2024 for the financial year ended March 31, 2025. The management response to the same is as under:-

Management response to the non-compliance / observation as set out in Point No. 3 of the Secretarial Audit Report

As on 31^st March, 2025, 22,07,667 (68.96% of total capital) equity shares held under the Promoter and Promoter Group, out of which 21,76,647 (98.59% of the total promoter group holding) equity shares are held in dematerialized form. As on date only 31,020 (1.41% of the total promoter and promoter group holding) equity shares are held in physical form under the promoter and promoter group. The Company is regularly following up with the concerned member of the Promoters and Promoter Group to convert its holding in demat form. The concerned member of promoter group informed the Company that due to death of its Karta Late Shri Niranjan Lal Data the shares could not be dematerialized because of dispute between all the present coparceners. As and when some concurrence will be made between the coparceners, the same will be dematerialized by the member.

SALIENT FEATURES OF THE POLICY FOR DIRECTORS APPOINTMENT AND

REMUNERATION

The nomination and remuneration committee has recommended to the Board the following policies:- a) Policy for selection of Directors and determining Directors Independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and Senior Management.

The salient features of the above mentioned policies are attached herewith and marked as Annexure-IV(i) and IV(ii).

Further these policies may be accessed on the Companys website at the link:

a) The Policy for selection of Directors and determining Directors Independence can be easily accessed on: http://www.vijaysolvex.com/assets/docs/policy_selection_dir.pdf

b) The Remuneration Policy for Directors, Key Managerial Personnel and Senior Management may be easily accessed on: http://www.vijaysolvex.com/assets/docs/remuneration_policy.pdf

WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return of the Company for the financial year 2024-25 is placed on the website of the Company and may be accessed on the Companys website at the link:

https://www.vijaysolvex.com/assets/docs/mgt7_2024-25.pdf

LEGAL MATTERS PENDING BEFORE VARIOUS COURTS AND NATIONAL COMPANY LAW TRIBUNAL

Order dated 14.03.2012 passed by Honble High Court of Judicature of Rajasthan, Bench at Jaipur inter alia in S.B. Civil Misc. Appeal No. 2218 of 2011 in respect of partition suit was set aside by the Honble Supreme Court vide order dated 04.08.2014 and the matter was remitted back to Honble High Court of Judicature of Rajasthan for its fresh consideration after hearing the parties. Honble High Court of Judicature of Rajasthan,

Bench at Jaipur, after hearing the parties, passed an order dated 06.04.2015 partially setting aside Order dated

10.02.2011 passed by the Court of Ld. ADJ, Jaipur. The order dated 06.04.2015 passed by Honble High Court of Judicature of Rajasthan was challenged before the Honble Supreme Court of India by the original Plaintiffs by filing SLP (C) No.11870 of 2015 and Honble Supreme Court of India dismissed the SLP vide order dated 29.01.2019. After dismissal of the SLP filed by Original Plaintiffs there is no restraint order against the Company from transferring or alienating its properties/ assets or creating charge over the properties of the Company.

The cases filed against or by the Company under Section 397-398 of the Companies Act, 1956 are still sub-judice before the Honble National Company Law Tribunal (erstwhile Company Law Board), Jaipur/Kolkata which are yet to be heard finally by the NCLT.

The Company owns 2,47,500/- equity shares of Saurabh Agrotech Pvt. Ltd., which were illegally transferred. This illegality has been challenged by the Company before the National Company Law Tribunal (NCLT) under Section 111 of the Companies Act, 1956. Since the case is sub-judice before NCLT and Honble Supreme Court, the holding of such investment is continued to be shown in the books of the Company.

Presently, the Company is registered owner of SCOOTER trademark/device/logo and copyright holder for the artwork of SCOOTER Wavy device which is registered with Registrar of Trade Mark and Copyright in favour of the Company. The Company is taking appropriate legal action against all the persons who are infringing its trademark and copyright. The Company is also defending its right before the Honble Courts and Tribunals, wherever the challenges against use of ‘Scooter and /or any other intellectual property rights of the Company have been made.

The Company filed an Appeal before Appellate Authority, PMLA, Delhi titled Vijay Solvex Limited Vs. Deputy Director, Enforcement of Directorate against order dated 02.05.2019 passed by the Adjudicating Authority, PMLA registered as FPA-PMLA-3117/PTN/2019 and also filed an application for de-freezing the bank account of the Company held in State Bank of India. The application for de-freezing of accounts has been allowed by the Appellate Authority vide order dated 24.07.2019. The said appeal is fixed for hearing on 21.08.2025.

That a 2^nd supplementary complaint registered as Special trial No. (PMLA) 01/2020 has been filed before Special judge PMLA Patna in main complaint no. 02/2018 dated 18.07.2018 (in ECIR No. PTZO/05/2016 dated 26.12.2016) before Ld. Sessions Judge (Special Judge (PMLA), Patna for impleading Vijay Solvex Limited as Accused No. 8 in the main complaint. The 2^nd Supplementary complaint was listed on 04.08.2025 and same has been fixed for hearing on 03.09.2025.

The Company had filed an application before Directorate of Marketing & Inspection of Agriculture,

Cooperation & Farmer Welfare for inclusion of its registered trademark / Trade Brand Label "SCOOTER" for

Mustard Oil in CA Book in the year 2016 in terms of the provisions of Agricultural Produce (Grading and

Marking) Act, 1937 and Rules made thereunder. However, the said Trade Brand Label "SCOOTER" has not been included in the CA Book of the Company till date. Therefore, Company filed a Civil Writ Petition before the Honble High Court of Rajasthan at Jaipur Bench, being SB Civil Writ Petition No. 16821/2022.

Respondent i.e., Directorate of Marketing & Inspection of Agriculture, Cooperation & Farmer Welfare has filed its reply to the Writ Petition. The Honble High Court of Rajasthan, Jaipur Bench vide its Order dated

23.01.2023 directed to implead M/s Vijay Industries as a necessary party as Respondent No. 3. M/s Vijay Industries, Respondent No. 3 has filed its reply and the Company also filed its rejoinder to the reply of Respondent No. 3. The Writ Petition is fixed for hearing on 18.09.2025.

M/s R.S. Gopal Sahay Shiv Narayan filed a Civil Suit against Vijay Solvex Limited (Company) bearing No. 60/2021 (CIS No. 41/2021) before the Commercial Court, at Alwar, Rajasthan for recovery of Rs. 20,07,568/- and Rs. 8,43,178/- towards interest totaling to a sum of Rs. 28,50,746/-. The Honble Commercial Court at Alwar vide Order dated 01.11.2023 decreed the commercial suit in favour of M/s R.S. Gopal Sahay Shiv Narayan and directed the Company to deposit a sum of Rs. 28,50,076/- along with interest thereon.

Being aggrieved by Order dated 01.11.2023, the Company preferred a first appeal before Honble High Court of Judicature of Rajasthan Bench at Jaipur bearing D.B. Civil First Appeal No. 23/2024 titled Vijay Solvex

Limited Vs. M/s R.S. Gopal Sahay Shiv Narayan (First Appeal). The Honble High Court vide Orders dated

15.04.2024 and 17.02.2025 issued various directions to the Company which directions have been complied with and the Company has deposited the entire decreetal amount along with up-to-date interest with the

Honble Commercial Court, Alwar. The First Appeal filed by the Company is pending before the Honble

High Court of Rajasthan at Jaipur and was listed on 12.08.2025 before the Court for hearing but due to paucity of time the matter was adjourned for next date which is yet to be notified by the Court.

The Board is hopeful that the pending cases would be decided in favour of the Company.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2024-25

There are no material changes and commitments affecting the financial position of company which have occurred between the end of the financial year to which the financial statement relates and the date of this report.

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

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules. 2014, as amended from time to time, are provided in the Annexure-V to this report.

PARTICULARS OF EMPLOYEES

The details of top 10 employees in terms of remuneration drawn as per provisions of 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 and Disclosure pertaining to remuneration and other details 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 annexed herewith as Annexure-VI to this Report.

Further, in terms of the provisions of 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, there is no employee of the company except Managing Director and Whole Time Director, which draws the remuneration in excess of the limits set out in the said rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure-VII to this Report.

ENVIRONMENTAL HEALTH & SAFETY POLICY

The Company shall conduct its operations and business ensuring a healthy & safe work place in the plant and sustainable environment in the surroundings. As an integral part of its operations and business planning, the Company is committed to:

? Prevention of Pollution & Protection of environment ? Minimizing waste generation by improving plant efficiency ? Prevention of work related injuries and ill health ? Comply with the applicable legal & other requirements and

? Encourage consultation and participation of workers & their representatives

The Company is also committed to continually improve its Environmental Health and Safety (EHS) performance by enhancing the competency of the employees through training & development initiatives.

The Environmental Health and Safety Policy of the Company is attached herewith and marked as Annexure-VIII.

INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has an effective system to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, apprentices and trainees) are covered under this policy.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of complaints of sexual harassment received during the financial year 2024-25:

(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

DISCLOSURE REGARDING ANY APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the financial year 2024-25, the Company, being Operational Creditor, has filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal, Mumbai, to initiate Corporate Insolvency Resolution Process under Chapter II of Part II of the Code, against Aetos Agro Merchants Private Limited, Pune, Maharashtra, for total amount to be in default of Rs. 9,58,74,706/-. The said application is currently pending before the National Company Law Tribunal, Mumbai. The matter was last listed on 13.08.2025 for hearing and adjourned for next date which is yet to be notified by NCLT.

Further, no any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE REGARDING ANY DIFFERENCE IN VALUATION

The Company during the financial year 2024-25 did not do any one time settlement and hence, did not carry out any Valuation for one time settlement.

DISCLOSURE REGARDING COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961

During the financial year 2024-25, the Company has complied with the provisions relating to the Maternity Benefit Act, 1961.

GENERAL

Your Director states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

a) Change in share capital of the Company. b) Issue of the equity shares with differential rights as to dividend, voting or otherwise. c) Issue of shares (including sweat equity shares) to employees of the Company. d) Transfer of Unclaimed/Unpaid Amount to Investor Education and Protection Fund e) As there is no subsidiary or holding company of your company, so Managing Director and Whole Time Directors of the company does not receive any remuneration or commission from any of such companies. f) No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Companys operations in future. g) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. h) There is no subsidiary of the Company, so no policy on material subsidiary is required to be adopted. i) No fraud has been reported by the Auditors to the Audit Committee or the Board which were committed against the Company by officers or employees of the Company. j) Issue of Employee Stock Option Scheme to employees of the Company.

Your Directors further state that:-

There is no change in the nature of business of the Company during the financial year 2024-25.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation for assistance and co-operation received from the Bankers, Vendors, Government Authorities, Customers and Member during the year under review. Your Directors also wish to place on record their deep sense of appreciation for committed services by the executive staff & workers of the Company and gratitude to the members for their continued support and confidence.