Viksit Engineering Ltd Directors Report

STATE OF COMPANYS AFFAIRS/ FINANCIAL PERFORMANCE:

There were no business operations during the year under review as the Company was under Corporate Insolvency Resolution Process until 11 February 2025, thereafter under the supervision of Monitoring Committee until 25 July 2025 and for the rest of period, newly reconstituted board was in power.

Thus, Revenue from operations for the financial year 2024-25 was 1.01 lakhs as compared to 205.45 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was (168.09) lakhs as compared to (10.51) lakhs in the previous year. Profit after Tax (PAT) for the year was (184.51) lakhs as compared to (95.63) lakhs in the previous year.

The Directors are making all efforts to revive the performance of the Company in the future.

DIVIDEND & RESERVES:

During the year under review, since the Company was under CIRP and due to current year losses, no dividend on the equity shares of the Company has been recommended. The company has not transferred any amount to the General Reserve during the year.

CHANGE IN NATURE OF BUSINESS:

During the period under review, there has been no change in the nature of business activities carried out by the company.

SHARE CAPITAL:

During the year under review, there is no change in the Authorized Share Capital of the Company. Accordingly, as on 31 March 2025, the Authorized Share Capital is Rs. 2,00,00,000 (Rupees Two Crores Only), divided into 20,00,000 (Twenty Lakhs) Equity Shares of Rs. 10 (Rupees Ten) each and has Total Paid-up Equity Share Capital is Rs. 24,90,000 (Rupees Twenty-Four Lakhs Ninety Thousand Only) divided into 2,49,000 (Two Lakh Forty-Nine Thousand) Equity Shares of Rs. 10 (Rupees Ten) each. Pursuant to the order dated 11 February 2025 passed by the Honble National Company Law Tribunal (NCLT), the Resolution Plan has been approved, which, inter alia, mandates the extinguishment of the existing promoter shareholding and reduction of the remaining shareholding to 5% of the post-resolution equity share capital (i.e., 12,500 equity shares). Further, a fresh issuance of equity shares constituting 95% of the total equity (i.e., 2,37,500 equity shares) is to be allotted to the Successful Resolution Applicants. The management is currently in the process of implementing the Approved Resolution Plan. However, for the purpose of convening the Annual General Meeting, the existing shareholding structure is being considered.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, the company does not have any subsidiary, joint venture or associate company.

PUBLIC DEPOSITS/ UNPAID DIVIDEND:

Following the assumption of management responsibility by the reconstituted Board on 11 February 2025, the Board has neither accepted nor renewed any deposits from the public in accordance with Section 73 of the Companies Act, 2013 (‘the Act) and the applicable Rules thereunder. Further, pursuant to the sanctioned resolution plan, any unpaid dividends owed to the equity shareholders of the Company have been extinguished, and no claims shall remain outstanding against the Company or its officers.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is available on the companys website and can be accessed at www.viskitenginering.com. In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, within prescribed timelines.

DIRECTORS AND KEY MANGERIAL PERSONNEL

At present, Board of Directors of the Company comprises 4 (Four) Directors, who have wide and varied experience in different disciplines and fields of corporate functioning. The present composition of the Board consists of Two Independent Directors, One Executive Director and One Non-Executive Director.

The Board of Directors of your Company comprises the following Directors as on 31 March 2025:

Appointment and Re-appointment

Pursuant to the Approved Resolution Plan approved by the Honble NCLT vide order dated 11 February 2025, new directors were appointed to the Board in the Monitoring Committee meeting held on 12 April 2025:

Furthermore, the Board of Directors in their meeting held on 26 July 2025, appointed Mr. Animesh Sharma (DIN: 10905825) as an Additional (Executive) Director, further re-designated as Additional (Whole-time) Director on 17 October 2025, whose appointment is proposed for the consideration of members at the ensuing Annual General Meeting.

Re-appointment of Directors retiring by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Kushal Chaturvedi (DIN: 11045524) Chairman of the Company and Non-Executive director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible for reappointment. Your Board recommends its re-appointment for the approval of the members. Resolution seeking the approval of the shareholders for his re-appointment forms part of the Notice convening the 43^rd (Forty-Third) Annual General Meeting.

Cessation/Resignation

Pursuant to the Approved Resolution Plan approved by the Honble NCLT vide order dated 11 February 2025, the below erstwhile directors were ceased to be the directors resigned from the Board with effect from 12 April 2025:

Changes In Key Managerial Personnel

As per section 203 of Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company during the year 2024-25 are tabled below:

* Ms. Sejal Kankane (Membership No. A76635) has been appointed as Company Secretary and Compliance Officer w.e.f. 26 July 2025.

BOARD MEETINGS

During the period under review, the Company remained non-operational due to the suspension of its management. Management control was vested in the Resolution Professional until 11 February 2025. Thereafter, the Monitoring Committee assumed control and managed the affairs of the Company until 25 July 2025. The Board of Directors resumed control and took over the management of the Company effectively from 26 July 2025.

Furthermore, following Committee of Creditors meeting was held during the year 2024-25:

Thereafter, the monitoring committee took over the management after 11 February 2025 and following meetings were held:

GENERAL MEETINGS

The Members of the Company met one time during the Financial Year 2023-2024 for Annual General Meeting i.e. on 30 September 2024.

BOARD EVALUATION

The provisions of the Companies Act, 2013 mandates formal evaluation of the Board of Directors, its committees and individual Directors. Schedule IV of the Companies Act, 2013 also requires the performance evaluation of the Chairman, Executive Directors and Non-Executive Directors and the Board as a whole to be carried out at a separate meeting by the Companys Independent Directors. However, the Company was not operational due to the suspension of its management. The management control of the Company was entrusted to the Resolution Professional till 11 February 2025 and thereafter the Monitoring Committee had management control till 25 July 2025. The Board of Directors of the Company took over the affairs of the company with effect from 26 July 2025.

CONSTITUTION AND COMPOSITION OF COMMITTEES

As per Regulation 15(2B) of SEBI LODR, the provisions specified in Regulations 18 (Audit Committee), Regulation 19 (Nomination and Remuneration Committee), Regulation 20 (Stakeholders Relationship Committee), and Regulation 21 (Risk Management Committee) under SEBI (LODR) Regulations, 2015 were not applicable during the Corporate Insolvency Resolution Process for a listed entity undergoing corporate insolvency resolution under the Insolvency Code. Further, after the approval of the Resolution Plan by the NCLT, the Board and the Committees remained suspended, and the management controls and affairs of the Company were exercised by the Resolution Professional and thereafter by the Monitoring Committee till 25 July 2025, which was constituted to oversee the implementation of the Resolution Plan until the closure of the reporting period.

POLICIES OF THE COMPANY

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Companys website viz., www.viksitengineering.com, pursuant to Regulation 46 of the Listing Regulations.

RELATED PARTY TRANSACTIONS

During the year under review, the Company has not entered any Related Party Transactions. Accordingly, the disclosure of Related Party transactions to be provided under Section 134(3)(h) of the Companies Act, 2013, in Form AOC 2 is not applicable.

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

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 at 42^nd Annual General Meeting of the company held on 30 September 2024, appointed M/s AKB Jain and Co., Chartered Accountants (FRN: 003904C), as the statutory auditors for a term of five consecutive years from the conclusion of 42^nd Annual General Meeting till the conclusion of the 47^th Annual General Meeting.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Kamlesh Purviya & Company, Practicing Company Secretaries (FRN:024807C), to

conduct the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the year under review is annexed herewith as Annexure A.

The Secretarial Auditor has made the following observations in their report:

The Board of Directors of the Company was duly constituted during the period under review. However, there was a delay in the appointment of a Woman Director, resulting in non-compliance with the provisions of Section 149 of the Companies Act, 2013; Although, it is pertinent to note that during the said period, the Company was undergoing the Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016, and accordingly, the powers of the Board of Directors stood suspended and were vested with the Resolution Professional (RP). In view of the same, the requirement regarding the composition of the Board was met accordingly; The qualification remark is self-explanatory and does not require further clarification.

Out of total shareholding of promoter group, 20% of the shares are held in physical form that is not in accordance with Regulation 31(2) of the SEBI (LODR) Regulations, 2015; Pursuant to the NCLT order dated 11 February 2025, the shareholding of the erstwhile promoters is required to be extinguished and reduced to nil. The new management is in the process of complying with the provisions relating to the dematerialization of shares.

COST AUDITORS AND COST AUDIT RECORDS

The Company does not fall within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such record is required to be maintained.

CORPORATE GOVERNANCE REPORT:

In terms of Regulation 15(2)(a) of SEBI (LODR) Regulations, 2015, the compliance with the Corporate Governance provisions shall not apply in respect of the listed entity having paid up equity share capital not exceeding rupees ten crores and net worth not exceeding twenty-five crores, as on the last day of the previous financial year.

As per the above-mentioned criteria, provisions of Corporate Governance is not applicable on the Company and therefore the Company is not required to comply with the provisions of Corporate Governance as specified in SEBI (LODR) Regulations, 2015. However, the Company is voluntarily complying with most of the provisions.

MANAGEMENT DISCUSSION AND ANALYSIS:

Considering that the Company was entirely non-operational and under the supervision of the Resolution Professional until 11 February 2025, the Management Discussion and Analysis Report as required under Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015 has been prepared in so far as applicable and is annexed as Annexure B of this Annual Report.

REPORTING OF FRAUD

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder, either to the Company or to the Central Government.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

During the year under review, the Company has not given any Loans, Guarantees/security or made Investments as covered under Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL

The management of the Company is currently in the process of implementing effective internal control systems pertaining to financial reporting.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of financial disclosures. The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditor. Significant audit observations and corrective action are reported to the Audit Committee.

The executives concerned monitor and evaluated the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors have established proper systems to ensure compliance with the Secretarial Standards I and II, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013, relating to Board Meetings and General Meetings respectively. The Board further confirms that such systems are adequate and operating effectively.

RISK MANAGEMENT

In line with the scale of operations, your Board has established processes for managing risks with the objective of enhancing shareholders value and ensuring an optimum risk reward trade-off. The Company has put in place a comprehensive mechanism to identify, assess, monitor, and mitigate various risks associated with its key business objectives.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Companies Act 2013 regarding Corporate Social Responsibility are not attracted to the company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, your Company has a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of your Companys code of conduct or ethics policy and to ensure that whistleblower is protected.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, enables online upload of Action Take Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise, within the statutory time frame from the date of receipt. During the financial year 2024-25, the Company did not receive any complaints on SCORES. The details of investor complaints received, resolved, and pending during the year are as follows:

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

Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review, the company was under Corporate Insolvency Resolution Process and was inoperative and thus did not received any complaint on sexual harassment. Further, in terms of the provisions of the SEBI LODR Regulations, the details in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, for the financial year ended on 31 March 2025 are as under:

MATERNITY BENEFITS:

In accordance with the Maternity Benefit Act, 1961, the Company provides statutory maternity benefits, including paid leave, medical benefits, and related facilities for its female employees, and affirms complete compliance with the provisions of the Maternity Benefit Act, 1961.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS, IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

The Honble National Company Law Tribunal vide its order dated 11 February 2025, approved the resolution plan submitted by Mrs. Ruchika Chaturvedi and Mr. Kushal Chaturvedi (Successful Resolution Applicant) for the Company under Section 31 of the Code. In accordance with the provisions of the Code and the NCLT order, the approved resolution plan is binding including but not limited on the Company and its employees, members, creditors, guarantors and other stakeholders involved in the resolution plan. (implementation)

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

Pursuant to Rule 8(3) of the Companies (Accounts) Rules, 2014, the required disclosures are as follows:

Conservation of Energy:

The Company was not operational during the year under review. Accordingly, no activities relating to the conservation of energy were undertaken.

Technology Absorption:

As the Company remained non-operational during the year, no technology was acquired or absorbed.

Foreign Exchange Earnings and Outgo:

There were no foreign exchange earnings or outgo during the year under review, as the Company did not carry out any business operations, including imports or exports.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The management and control of the Company were exercised by the Resolution Professional, and thereafter by the Monitoring Committee until 25 July 2025, in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The Monitoring Committee was constituted to oversee the implementation of the approved Resolution Plan and continued to manage the affairs of the Company until the closure of the reporting period.

Post-implementation of the Resolution Plan, the reconstituted Board of Directors has assumed control of the Company. However, due to the Company remained inoperative during the resolution period and the unavailability of relevant data and records, the Board is unable to furnish the disclosures required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the reporting period.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, your Directors hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; and e) the Directors, are in the process of reviewing existing internal financial controls and strengthening it wherever required taking into consideration future scale of operation of the Company. However, the Directors are of the opinion that existing internal financial controls are commensurate with its current level of commercial activity. f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT:

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review and also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For Viksit Engineering Limited

Sd/- Kushal Chaturvedi Chairman and Director DIN: 11045524

Date: 17 October 2025 Place: Mumbai