Vinayak Polycon International Ltd Directors Report

To,

The Members,

Vinayak Poly con International Limited

Your Directors have pleasure to present their Sixteenth (16^th) Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended on 31^st March, 2025 and Auditors Report thereon.

1. FINANCIAL SUMMARY / HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2025 is summarized below:

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Sales
Domestic	2117.09	2151.26
Other Revenue	2.65	2.13
Total Revenue	2119.74	2153.39
Total Expenses	2089.48	2115.93
Profit Before Interest, Depreciation & Tax	130.62	159.03
Less: Financial Cost	31.83	43.00
Profit Before depreciation & Tax	98.79	116.03
Less: Depreciation	68.53	78.57
Profit/(loss) Before exceptional item	30.26	37.46
Exceptional item	-	-
Profit after Exceptional item but Before Tax	30.26	37.46
Less: Tax Liability (including deferred tax)	7.78	8.01
Profit After Tax	22.48	29.45

2. OPERATIONAL REVIEW

Financial information is presented in accordance with the Indian Accounting Standards (Ind- AS). Our reporting currency is Indian Rupees (INR).

Your Company has successfully completed 15 years of journey and entering into another magnificent/ splendid year with the Mission and Vision of the Company. Your Company believes in growth of Company as well as society with commitment to serve the customer and shareholders to their satisfaction and better experience. Vinayak Poly con International Limited (“VPIL”) is being one of the market leaders of PET Products. Your Company has persistent thrive and work towards expansion of our business with its capacities, updated technology with modem innovations, development of new processes, widened its product range and expanding the marketing network and research & development.

There is no change in the nature of business of the Company for the year under review.

Briefly, during the year under review, Financial Profit before depreciation and taxation was Rs 98.79/- Lakhs against Rs. 116.03/- Lakhs in the previous year. After providing for depreciation and taxation profit after tax in this year of Rs. 22.48/- Lakhs against the Profit of Rs. 29.45/- Lakhs last year. There is a reduction in Profit after tax (PAT) due to substantial one-time increment in repair & maintenance cost of Plant & Machinery. Notwithstanding the reduction in PAT as compare to last year, the Company remains committed to reinforcing its market presence. Through focused business development initiatives and continued efforts to enhance operational efficiency, your Company is confident of improving its revenue trajectory and returning to profitability in the near future.

3. DIVIDEND

Company is re-investing its resources in upgradation of technology and moulds. So, Board of Directors does not recommend any dividend for the year ended on 31^st March, 2025.

4. RESERVES

The Board has not proposed transfer of any amount to General Reserve. Profit of the Company during the year i.e., Rs. 22.48/- Lakhs is transferred to the Profit & Loss A/C for the Financial Year 2024-25, in compliance with the relevant provisions of the Companies Act, 2013(‘the Act).

5. CORPORATE SOCIAL RESPONSIBILITY

Companys net worth is below Rs. 500 Crore, Turnover is less than Rs. 1000 Crore and Net profit (Before Tax) is less than Rs. 5 Crore, hence provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable on the Company.

6. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

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

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

8. FIXED DEPOSITS

During the financial year under review, your Company has neither invited nor accepted or renewed any fixed deposit in terms of provisions of Section 73 to 76 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

During the year under review No amount of principal or interest was outstanding as on March 31, 2025. Hence, the requirement of providing details relating to deposits is not applicable.

9. AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

Members of the Company in their 15th Annual General Meeting (AGM) held on September 21^st, 2024 have appointed M/s. A Natani & Co, Chartered Accountants, (Firm Registration No. 007347C) as Statutory Auditors of the Company to hold office for a period of up to 5 (five) years i.e. till the conclusion of 20th Annual General Meeting (AGM) of the Company to be held in the calendar year 2029.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written certificate from the above-mentioned Auditors to the effect that they conform with the limits specified in the said Section and that they are not disqualified from continuing as Auditors within the meaning of Section 141 of the said Act.

There is no reservation, qualification or adverse remark contained in the Statutory Auditors Report attached to Financial Statements for the financial year ended 31^st March, 2025. Information referred in Auditors Report are self-explanatory and dont call for any further comments.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

B. Secretarial Auditor

As per the provisions of Section 204 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to annex with its Boards Report, a Secretarial Audit Report given by a Company Secretary in practice. The Board had appointed M/s V.M. & Associates, Company Secretaries, Jaipur (FRN: P1984RJ039200) as “Secretarial Auditor” to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year 2024-25 in Form MR-3 is attached herewith as Annexure 1.

During the period under review the company has complied with the provision of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above except that: -

1. The Company has not made entries in the Structured Digital Database ("SDD") maintained under Regulation 3(5) of the SEBI PIT Regulations w.r.t financial results data shared with the Statutory Auditors for quarter ended March 31, 2024 and June 30, 2024 and has made delayed entries upto the period ended September 30, 2024; and

2. The Company has not submitted disclosure w.r.t resignation of internal auditor to stock exchange as required under Regulation 30 read with Schedule III Part A of SEBI Listing Regulations.

Board replies to point no. 1 in respect of Structured Digital Database (“SDD”) maintained under Regulation 3(5) of the SEBI PIT Regulations, that going forward, due care will be taken to ensure that all entries are recorded in the SDD on a timely basis.

Board replies to Point no. 2 in respect to resignation of internal auditor to stock exchange as required under Regulation 30 that it was due to an unintentional oversight. Although company took it in outcome of board meeting and XBRL too.

The Company has received consent and certificate of eligibility from M/s V. M. & Associates, Company Secretaries, Jaipur for the financial year 2025-26 to act as Secretarial Auditors. The Board in their meeting held on 13^th August, 2025 based on the recommendation of the Audit Committee, has re-appointed M/s V. M. & Associates, Company Secretaries, Jaipur (FRN: P1984RJ039200) as Secretarial Auditor of the Company to carry out secretarial audit for the financial year 2025-26.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review, which required the Secretarial Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

C. Internal Auditor

CS Deepa Garg, was appointed as Internal Auditor of the Company for conducting Internal Audit for financial year 2024-25.

CS Deepa Garg, Internal Auditor of the company has resigned w.e.f. 29^th May 2025 due to her pre-occupation in other work.

In accordance with the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company based on the recommendation of the Audit Committee, has appointed M/S Manish Damodar & CO., Chartered Accountant (FRN: 09833C) as an Internal Auditor of the Company w.e.f. 13th August, 2025 to conduct Internal Audit for the FY 2025-26.

Their scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review, which required the Internal Auditor to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

10. CAPITAF STRUCTURE

During the Financial Year 2024-25 there was no change in capital structure of the Company. Authorized share capital of the company stands at Rs. 3,25,00,000/- (Rupees three crore twenty-five lakhs only) and the issued, subscribed and paid-up share capital of the Company stands at Rs. 3,08,12,950/- (Rupees three crore eight lakhs twelve thousand nine hundred and fifty only).

11. ANNUAE RETURN

Pursuant to Section 92(3) read with Sectionl34(3) of the Companies Act 2013, the Annual Return as on March 31, 2025 is available on the Companys website on

http://www.vinavakpolvcon.com/reports

12. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information related to Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is included in the Report as Annexure 2.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Changes in Directors and Key Managerial Personnel

Your Companys Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company.

During the year under review, the following changes occurred in the Board of Directors and Key Managerial Personnel:

Board of Directors

• Mr. Vikram Baid (DIN: 00217347), Whole-Time Director of the Company who retired by rotation and being eligible, was reappointed at the 15^th AGM of the Company.

• Mr. Bharat Kumar Baid was re- appointed as Managing Director in 15^th AGM for a period of 3 (Three) years commencing from April 01, 2025.

• Mr. Vikram Baid was re- appointed as Executive Director ini 5^th AGM for a period of 3 (Three) years commencing from April 01, 2025.

• In accordance with the provisions of the Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Samta Baid (DIN: 008104727), Non-Executive Director of the Company is liable to retire by rotation at the ensuing 16^th AGM and being eligible, has offered herself for re-appointment. The Board of Directors on the recommendation of Nomination and Remuneration Committee has recommended her re-appointment in the ensuing AGM.

• Mr. Mahendra Bhandari Singh (DIN: 03622017), Independent director of the company resigned due to health issue w.e.f. closure of business hours on 18^th August, 2025. He has confirmed that there is no material reason for his resignation.

Key Managerial Personnel (KMP)

During the financial year 2025-26, there was no change in the KMPs of the Company.

B. Declaration by Independent Directors

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16( 1 )(b) of Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 All Independent Directors of the Company are registered with India Institute of Corporate Affairs.

All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. Further, it is confirmed that in the opinion of the board, the independent directors fulfill the conditions specified in Listing Regulations and the Companies Act, 2013 and are independent of the management.

The terms & conditions for the appointment of Independent Directors are available on the website of the Company, http://www.vinavakpolvcon.com/node/29.

C. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company believes that a Board which is well familiarized with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders aspirations and societal expectation.

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Companys manufacturing, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a director.

Further, the Directors are regularly updated with amendments in the provisions of the Companies Act, 2013, Listing Regulations, other applicable SEBI Regulations etc. Besides these, Directors are updated on continuous basis in respect of Related Party Transactions, Audit and Auditors and they are periodically meeting with the senior management of the Company.

The details of familiarization programme for Independent Directors is available at the website of the Company under the link

https://www.vinayakpolycon.com/sites/default/files/Details%20of%20Familiarization%20pr ogramme.pdf

D. Formal Annual Evaluation

Pursuant to the provisions of the Act and Listing Regulations, performance evaluation has been carried out by the Board, Nomination Remuneration Committee and by the Independent Directors on the basis of questionnaire. The Board has carried out an annual performance evaluation of its own, individual Directors including Independent Directors (without the presence of the director being evaluated) and its committees.

Board evaluation was carried out on various aspects revealing the efficiency of the Boards functioning such as Development of suitable strategies and business plans, size, structure and expertise of the Board and their efforts to learn about the Company and its business, obligations and governance.

The performance of Committees was evaluated on parameters such as whether the Committees of the Board are appropriately constituted, Committees has an appropriate number of meetings each year to accomplish all of its responsibilities, Committees maintain the confidentiality of its discussions and decisions.

Performance evaluation of every Director was carried out by Board and Nomination & Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board deliberations and participation in Board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and initiative to maintain high level of integrity & ethics.

Independent Directors performance evaluation was carried out on parameters such as Director upholds ethical standards of integrity, the ability of the director to exercise objective

and independent judgment in the best interest of Company, the level of confidentiality maintained. The Directors expressed their satisfaction with the evaluation process.

In their separate meeting, the Independent Directors had carried out performance evaluation of Non-Independent Directors and the Board as a whole. The Independent Directors also carried out the performance evaluation of the Chairman, taking into account the views of Executive and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties were also evaluated in the said meeting.

The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

To comply with the provisions of Section 177 of the Act and Listing Regulation, your Company has adopted a Vigil Mechanism / Whistle Blower Policy for Directors and Employees of the Company. Under the Vigil Mechanism Policy, the protected disclosures can be made by a victim through an e-mail or a letter to the Chairperson of the Audit Committee. The Policy provides for adequate safeguards against victimization of Directors and Employees who avail of the vigil mechanism.

The main objective of this policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company, which may have a negative bearing on the organization either financially or otherwise. The policy is available on the Companys website at the weblink i.e. http://www.vinavakpolvcon.com/policies.

During the financial year, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Audit Committee.

15. LOANS. GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Act, investments made are provided as part of the financial statements. Further, there are no loans granted, guarantees given or issued or securities provided by your Company in terms of Section 186 of the Act, read with the rules issued there under.

16. COMMITTEES OF THE BOARD

The Board has 3 (three) committees: Audit committee, Nomination and Remuneration committee and Stakeholders Relationship committee.

The Audi Committee met four times during the financial year 2024-25 on 30^th May, 2024, 09^th August, 2024, 12^th November, 2024, 12^th February, 2025.

The Nomination and remuneration committee met two times during the financial year 2024- 25 on 30^th May, 2024, 09^th August, 2024, for and Stakeholder Relationship committee g met one time on 12^th November, 2024.

The intervening gap between the meetings, frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013, Listing Regulations and Secretarial Standards.

All committees consist entirely of independent directors. During the year under review, Members of all the committees were appointed w.e.f. 01.04.2024.

The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Compositi on of the Committee	Highlights of duties, responsibilities and activities
Audit Committee	Mr. Mahendra Singh Bhandari, Chairman	The Committee is governed by Companies Act, 2013 and Listing Regulations. The primary objective of the Committee is to monitor and provide an effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with
	Mr. Abhishek Laxmipat Nahata	the highest level ot transparency, integrity and quality ot nnancial reporting. The terms of reference of the Audit Committee, inter alia, include the following:
	Mr. Tarun Dugar	1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
		2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
		3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.
		4. Reviewing the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:
		5. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of subsection 3 of Section 134 of the Companies Act, 2013.
		6. Changes, if any, in accounting policies and practices and reasons for the same.
		7. Major accounting entries involving estimates based on the exercise of judgement by management.
		8. Significant adjustments made in the financial statements arising out of audit findings.
		9. Reviewing the quarterly financial statements before submission to the Board for approval.
		10. Review and monitor the auditors independence and performance, and effectiveness of audit process.
		11. Reviewing performance of Statutory and Internal Auditors, and adequacy of the internal control systems. Audit committee performed all of its duties during the year. All recommendations made by the audit committee during the year were accepted by the Board.
Nomination and	Mr. Mahendra Singh	• The Nomination and Remuneration Committee determines the appointment and remuneration of the Directors, Key Managerial
Remuneratio n Committee	Bhandari, Chairman	Personnel and Senior Management as required by the Section 178 of the Act.
	Mr. Abhishek Laxmipat Nahata	• The Committees constitution and terms of reference are in compliance with provisions of the Section 178 of the Companies Act, 2013.
		• The terms of reference of the Nomination and Remuneration Committee, inter alia, include the following:
	Mr. Tarun Dugar	1, Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees;
		2, Formulation of criteria for evaluation of Independent Directors and the Board of Directors.
		3, Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;
		4, Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors;
		5, The Nomination and Remuneration Committee has framed the Nomination and Remuneration Policy which is available on the website of the Company, httn://www. vinavakDolvcon.com/Dolicies
Stakeholder s Relationshi P Committee	Mr. Mahendra Singh Bhandari, Chairman	• The terms of reference and the ambit of powers of Stakeholders Relationship are as per the governing provisions of Section 178 of the Companies Act, 2013. The status of shareholder correspondences, queries, grievances etc. are endeavoured to be addressed instantaneously by the secretarial department of the Company and status thereof is also placed before the Stakeholders Relationship.
	Mr. Abhishek Laxmipat Nahata
		• The terms of reference of the Stakeholders Relationship Committee, inter alia, include the following:
	Mr. Tarun Dugar	1, Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, nonreceipt of annual report, non-receipt of declared dividends, issue of new/duplicate share certificates, general meetings etc
		2, Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
		3, The committee considers, specifically look into the various aspects of interest and resolve the grievances of the shareholders of the listed entity including complaints related to transfer of shares, nonreceipt of annual report.

17. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 4 (Four) times during the financial year 2024-25 on 30^th May, 2024, 09^th August, 2024, 12^thNovember, 2024 and 12^th February, 2025. The intervening gap between the meetings, frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013, Listing Regulations and Secretarial Standards.

The names and categories of the Directors on the Board, their attendance at Board meetings during the year and at last Annual General Meeting, as also the number of Directorships and Committee memberships held by them in other companies are shown in the table:

Name & Designatio n of Director	Category	No. of Meetin gs Held during tenure	No. of Meeting s Attende d	Whether Attende d Last AGM	No. of Outside Directorships of Other Companies	No. of Committee Membershi ps	No. of Committ ee Chairman ships
Mr. Bharat Kumar Baid, Managing Director	Executive Director & Promoter	4	4	Yes
Mr. Vikram Baid, Whole time Director	Executive Director & Promoter	4	4	Yes	1
Mrs Samta Baid, Director	Non- Executive Director & Promoter	4	4	Yes	1
Mr. Abhishek Laxmipat Nahata, Director w.e.f 28th August, 2023	Non- Executive Independe nt Director	4	4	Yes		3
Mr. Mahendra Singh Bhandari, Director, w.e.f 28th August, 2023 to 18th August 2025	Non- Executive Independe nt Director	4	4	Yes		3	3
Mr. Tarun Dugar, Director, w.e.f 28th August, 2023	Non- Executive Independe nt Director	4	4	Yes		3

The draft of the minutes prepared by the Company is circulated among the Directors for their comment / suggestion and finally after incorporating their views, final minutes are recorded in the minutes books. Post meeting, important decisions taken were communicated to the concerned officials and departments for the effective implementation of the same.

18. RELATED PARTY TRANSACTIONS

VPIL has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. Pursuant to the provisions of Section 188 of the Act read with rules issued there under and the listing regulations all contracts / transactions / arrangements entered by the Company during the financial year with the related parties were in ordinary course of business and on an arms length basis.

The Company has framed the policy on related party transaction and Audit Committee has reviewed the related party transaction in every meeting. There are no material significant related party transactions made by the Company with Promoters, Directors, KMP or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act, 2013 in the form AOC 2 is annexed herewith as Annexure 3.

During the financial year 2024-25, all transactions with related parties were reviewed and approved by the Audit Committee. The Company has made transactions with related parties pursuant to Section 188 of the Act.

The policy on related party transactions is available on Companys website i.e. http://www.vinavakpolvcon.com/policies.

19. PARTICULAR OF EMPLOYEES

Your Company firmly believes that a well-planned human resource management programme that is tailored to your organization and staff can actually improve your businesss bottom line. Our teams are integral to our business. We have embraced a culture of excellence to nurture our people. We believe in selecting the right talent, training them and instilling in them the spirit of VPIL. We focus on developing the most superior workforce so that the organization and individual employees can accomplish their work goals in service to customers. We also aim at achieving advance flexibility, innovation, competitive advantage and improved business performance.

The statement of disclosure of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules), is attached to this report as Annexure 4.

20. NOMINATION & REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 the Company has formulated a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and Senior Management of the Company. This policy formulates the criteria for determining qualifications competencies, positive attributes and independence for the appointment of a director and it also provides guidelines to the Nomination and Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

It also provides the manner for effective evaluation of performance of Board, its committees and individual directors. The said policy of the Company is uploaded on website of the Company at http://www.vinavakpolvcon.com/policies.

21. INDEPENDENT DIRECTORS MEETING

Abiding the highest norms of Corporate Governance, separate Meeting of the Independent Directors of the Company is held every year in terms of the Schedule IV to the Companies Act, 2013.

In respect of the financial year 2024-25, the Independent Directors met separately on May 30, 2024 without the presence of any Non-Independent Director or representatives of management.

The Independent Directors at their Meeting inter aha, reviewed the performance of Non- Independent Directors and the Board of Directors as a whole and the performance of the Chairman, considering the views of Executive Directors and Non-Executive Directors. They also assessed the quality, quantity and timeliness of flow of information between the Management and the Board of Directors that helps the Board to effectively and reasonably perform their duties.

The Independent Directors expressed satisfaction over the performance of Non-Independent Directors, Chairperson and Board of Directors as a whole.

22. INTERNAL FINANCIAL CONTROL

The Company has adequate Internal Financial Controls (IFC) System operating effectively to ensure the orderly and efficient conduct of its business including adherence to company polices, safeguarding of its assets, optimal utilization of resources, prevention & detection of frauds and errors, accuracy & completeness of accounting records and timely preparation of reliable financial information. The Internal Control is supplemented by the detailed internal audit programme, reviewed by management and by the Audit Committee.

The standard controls defined in the IFC framework are reviewed by the Internal auditors and management concurrently to strengthen the existing processes and activities of the company by way of formulating new guidelines and incorporating necessary changes in the standard operating procedure of the Company.

Based on the results of assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed during the period. The Audit Report of the Company does not contain any reportable weakness in the Company related to IFC. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Internal Auditor of the Company independently evaluate adequacy of internal controls and audit the majority of the transactions undertaken by the Company. Post audit reviews are carried out to ensure that audit recommendations have been implemented.

The Audit Committee of the Board of Directors which comprises of Independent Directors, inter alia, reviews the adequacy and effectiveness of internal Control and monitors implementation of Internal Audit observations.

During the financial year under review, the Statutory Auditor in their Report on the Internal Financial Control with reference to financial statements for the financial year 2024-25 has given unmodified report.

23. CODE OF CONDUCT

The Board of the Company has laid down a Code of Conduct for all Board members of the Company. The Company is committed to conduct its business in accordance with pertinent laws, rules and regulations and with the highest standards of business ethics.

The code of conduct has been circulated to all the members of the Board and Senior Management Personnel and they have affirmed their compliance with the said code of conduct for the financial year ended on March 31, 2025.

The code of conduct has been posted on the Companys website:, http://www.vinavakpolvcon.com/codeofconduct.

24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has always believed in providing a safe and harassment free workplace for every individual working in VPILs premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a robust policy for prevention of Sexual Harassment of Women at workplace. The policy aims at prevention of harassment of employees as well as contract workers and lays down the guidelines for identification, reporting and prevention of sexual harassment and your Company has also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee and follows the guidelines provided in the policy.

The following is the summary of Sexual Harassment complaints received and disposed off by the Bank during the FY 2024-25

• Number of complaints pending at the beginning of the year: NIL

• Number of complaints received during the year: NIL

• Number of complaints disposed of during the year: Not Applicable

• Number of cases pending at the end of the year: Not Applicable

The policy is available on the Companys website at the link http://www.vinavakpolvcon.com/policies.

25. MATERNITY BENEFIT COMPLIANCE

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, the Board of Directors hereby confirms that the Company has complied with the provisions of the Maternity Benefit Act, 1961 during the year under review.

All eligible female employees are extended maternity benefits in accordance with the Act, including paid maternity leave, nursing breaks, and protection from dismissal during the maternity period. During the review period, no instances of non-compliance were observed.

26. RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

A systematic risk review process to identify, assess, monitor, manage and report risks supported this. The framework provides a comprehensive and systematic approach to identify and mitigate risks by embedding risk management as integral to planning at strategic and operational levels. This helped monitor, report and review identified risks in addition to considering emerging risks.

There are various elements of risk which, in the opinion of the Board, may threaten the existence of the company some of which are as follows:

Competition risk

The dynamic nature of the market threatens growth and margins. The Company widened its product offerings and visibility, enhancing long-term client relationships.

Technological disruption risk

Rapid technology transformation redefines businesses and any delay in adaptation could affect revenues.

Manpower risk

Inadequate / under-skilled resources could result in a loss of business opportunities. The Companys talent acquisition function attracts qualified and skilled professionals. The Company also trains manpower for a minimum of 30 hours/year. It is more at middle/senior levels.

Supply chain disruption risk

VPIL is successfully able to mitigate this risk owing to a strong network of suppliers and owned manufacturing facilities.

The policy is available on the Companys website at the link http://www.vinavakpolvcon.com/policies.

27. LISTING ON STOCK EXCHANGE

The Company is listed on the following stock exchange:

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400 001;

Scrip Code: 534639

The Company has paid the listing fees to the aforesaid Stock Exchange for the FY 2025-26.

28. DEPOSITORY SYSTEM

The ISIN allotted to the Company is INE581M01016. The Company has also established the required connectivity with both the NSDL & CDSL through its registrar and share transfer agent MAS Services Pvt. Ltd., New Delhi for both physical and demat segments.

The equity shares of the Company can be held in electronic form with any depository participant with whom the Members/Investors have their depository account.

The process for getting the shares dematerialized is as follows:

1. Shareholder shall submit the shares certificate along with Dematerialization Request Form (DRF) to Depository Participant (DP).

2. DP processes the DRF and generates a unique Dematerialization Request No.

3. DP forwards DRF and Share Certificates to Registrar and Share Transfer Agent (RTA).

4. RTA after processing the DRF confirms or rejects the request of Depositories.

5. If confirmed by the RTA, depositories give credit to shareholder in his account maintained with DP.

6. Physical shares received for dematerialization are processed and dematerialized within the stipulated period, provided the same are in order in all respect. Bad deliveries are immediately returned to the DP

29. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its designated persons and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code.

The Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company, http://www.vinavakpolvcon.com/codeofconduct.

30. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs. 10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, the Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it also does not form part of the Annual Report for the Financial Year 2024-25

However, our Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report popularly known as MDAR is the communication straight from the management to their valued shareholders giving them insights into the present business conditions of the company and its future potential. It gives a birds eye view about the Companys objective, predictions and forward-looking statements.

This report is an integral part of the Boards Report. Aspects on industry structure and developments, opportunities and threats, outlook, risks, internal control systems and their adequacy, material developments in human resources and industrial relations have been covered in this Report.

Our values and guiding principle have been woven around seven major aspects which are evidently visible in all the activities performed by the Company i.e. Customer Satisfaction, Innovation, Quality Product and Service, Employee Growth, Culture, Being Sensitive towards Society and Environment Protection. This guiding principle is now the culture of the organization and ensures that both internal and external customers are satisfied.

A. Macroeconomic Overview

The baseline forecast is for the world economy to continue growing at 3.2 percent during 2024 and 2025, at the same pace as in 2023. A slight acceleration for advanced economies?where growth is expected to rise from 1.6 percent in 2023 to 1.7 percent in 2024 and 1.8 percent in 2025?will be offset by a modest slowdown in emerging market and developing economies from 4.3 percent in 2023 to 4.2 percent in both 2024 and 2025. The forecast for global growth five years from now?at 3.1 percent?is at its lowest in decades. Global inflation is forecast to decline steadily, from 6.8 percent in 2023 to 5.9 percent in 2024 and 4.5 percent in 2025, with advanced economies returning to their inflation targets sooner than emerging market and developing economies.

Core inflation is generally projected to decline more gradually. The global economy has been surprisingly resilient, despite significant central bank interest rate hikes to restore price stability. Indias economy has been notably resilient amidst the past years global inflation and supply chain constraints, boasting an impressive growth rate of 7.8% in the 2023-24 fiscal year (FY) and exceeding the average G20 rate of 3.4%. Strong growth in the manufacturing sector, higher-than-expected agricultural output, and robust government spending have made India the worlds fastest-growing major economy.

However, according to the OECDs latest figures, Indias economic growth is projected to slow to 6.6% in FY 2024- 25, as global demand weakens and a tighter monetary policy takes shape to manage global inflationary pressures. With inflation and monetary policy expected to ease in the second half of 2024, the Paris-based think tank forecasts that Indias growth rate will remain at 6.6% in FY 2025-26. Although these figures are above the G20 average of 3.1% in both 2024 and 2025, they fall short of the Indian governments target of 7% to 7.5% by 2030.

B. Industry Structure & Development

The Indian plastics industry has made a significant progress since beginning of 1957 with the production of polystyrene. Thereafter, the industry has grown and diversified rapidly.

Plastic bottles have become way of life and are in all sectors such as food and beverages, oil, pharma, drinking water and all other sectors. They do not fall into single use plastic as, they are environment-friendly and can be recycled repeatedly which further reduces

their manufacturing cost. Hence their volume has reached around 20 million tons/pa globally Polyethylene terephthalate (PET) refers to a thermoplastic polymer resin of the polyester family which is widely used for manufacturing plastic bottles. In comparison with PP, HDPE and PVC bottles, PET bottles are more durable, transparent, lightweight, non-reactive, cost-effective and thermally stable.

During the period under review, there is significant increase in the use of plastic including PET Containers throughout the country. Clear Visibility of packed product in primary and secondary packaging has gained importance. The buyer wants to clearly see the inner contents before buying and wants the container to be unbreakable, child safe and durable. This led to great increase in manufacturing of plastic wares in the country especially PET.

Your company is on its way to capitalize on this trend, through improved production of plastic products and through alliances with the suppliers who have specific expertise in the related field.

C. Opportunity

The consumption of plastic is increasing at the rapid speed as it is easy and convenient to use and can easily be recycled. It paves a path to the companies to make new development for the better positioning in the market. The ability to see the contents off the shelves before buying in a transparent container is always preferred over others.

Vinayak Polycon International Limited is continuously striving to increase its production and aims to provide better quality products to its consumers along with making strong position in domestic market.

D. Threats

• Temporary decline in the economic activity

• Increased competition in the plastic industry due to entry of new players

• Introduction of new technologies

• Introduction of new taxes

• Any unfavourable change in Government Policies may affect the profitability of the company.

• Threat of substitutes

• Rising cases of Takeovers or stressed companies where by Creditors have to agree to the plan offered by the buyer / Resolution professional.

E. Segment wise Performance

The Company deals only in one segment i.e. Manufacturing & Trading of PET Products, accordingly there is only a single reportable segment.

F. Outlook

The Outlook of your Company is promising, in light of its refreshed mission and vision and clear strategic framework. Vinayak Polycon International Limited leadership team and employees at all levels are in line with the strategy and working towards making it a success. The Companys product development team has developed an exciting range of plastic items which will fuel our growth in future

G. Risks and Concerns

The risks and opportunities inherent to all corporations are inseparable elements. The Directors and management of the Company make constructive decisions to protect the interests of stakeholders. The Company has implemented a Risk Management Policy, which is continuously monitored and reviewed under the guidance of Audit Committee.

The Company recognises that the emerging and identified risks need to be managed and mitigated to:

• Protect its shareholders and other stakeholders interest,

• Achieve its business objective,

• and enable sustainable growth.

The Board of Directors is continuously and carefully monitoring the risks and concerns related to the business for example: macroeconomic factors, geographical concentration, change in the Government policies and legislation, increase in the raw material prices etc.

Competition is increasing day-by-day in all fields of business. Similarly, there is competition in plastic industries too. The company is facing various risks and obstacles which includes inflation risk, credit risk, interest rate risk, non-availability of raw- material, high prices etc.

In order to overcome such situations company is fully aware towards the preparation of appropriate programs, adoption of suitable policies and to take corrective and precautionary measures for safeguarding the companys market position and further to strengthening it.

The financial and related risks have been comprehensively covered in the Annual Accounts of the company together with the mitigation strategy of the same. The present and anticipated future risks are reviewed by the management of the company at regular intervals. The management takes suitable preventive steps and measures to adequately safeguard the companys resources of tangible and intangible assets.

H. Adequacy of Internal Control System

To ensure effective internal controls across business processes and systems, the Company has established a robust framework that is designed to provide reliable and quality assurance related to the Companys financial and operational information so that it can comply with applicable laws and safeguard its assets. The framework comprises both entity-level controls and business process controls. The adequacy and efficacy of these controls are evaluated on a regular basis:

To facilitate the same, following measures have been initiated:

• The internal control systems are evaluated with respect to their compliance with the operating systems and policies of the Company across all locations.

• The Company has put in place robust data security management

Commensurate with the size and nature of operations, the Company has adequate systems of internal control comprising authorization levels, supervision, checks and balances and procedures through documented guidelines which provide that all transactions are authorized, recorded and reported correctly and compliance with policies and statutes are ensured.

Anti-fraud programmes including whistle blower mechanisms are operative across the company.

I. Discussion on Financial Performance with respect to Operational Performance

The company is engaged in Single Segment i.e. Manufacturing & Trading of PET Products. The Indian plastics industry made a significant progress and the industry is growing and diversifying rapidly. Financial performance of the Company has been affected due to adverse economic environment in India. Your company is trying to do well on fulfilling its objectives of growth, profitability and maximization of shareholders wealth. During the financial year 2024-25, your Company has achieved total revenue on amounting to Rs. 2119.74 Lakhs as compared to Rs. 2153.39 Lakhs in previous financial year and Net Profit after tax (PAT) has decreased Rs. 22.48 Lakhs to a Profit of Rs. 29.45 Lakhs in financial year 2023-24. There is a reduction in Profit after tax (PAT) due to substantial one-time increment in repair & maintenance cost of Plant & Machinery.

The overview of financial performance with respect to operational performance of the Company can be obtained from the various following ratio analysis:

Particulars of Ratio	F.Y. 2024- 25	F.Y. 2023- 24	Change in %	Reason (if change is more than 25%)
Debtors Turnover Ratio	8.96	5.60	60	Better ratio due to reduction in credit period of Book Debts.
Inventory Turnover Ratio	6.87	9.22	-25.48	Due to Higher Stock of RM to take advantage of better price for bulk buying.
Interest Coverage Ratio	1.95	1.87	4.27	N.A.
Current Ratio	2.02	1.56	29.48	Better due to efficient management of financial resources of the company
Debt Equity Ratio	0.35	0.68	-48.52	Reduction due to lower Debt and higher retained earnings of the company.
Operating Profit Margin %	1.42	1.75	-18.85	NA
Net Profit Margin %	1.06	1.38	-23.18	NA

Details of any change in Return on Net Worth as compared to the immediately previous financial year:

Particulars	F.Y. 2024-25	F.Y. 2023-24
Share Capital	308.13	308.13
Reserve & Surplus	192.83	170.35
Net Worth	500.96	478.48
Profit After Tax	22.48	29.45
Return on Net Worth	4.48	6.15

• Change in the Return on Net worth due to decrease in sales & Profit of the company.

J. Human Resources Development/Training

The Company always believes that its growth is closely linked with the growth and overall development of its employees. The Company is committed to upgrade the skill of its employees and to create an environment where excellence is recognized and rewarded. The target is to place right people at right position and to enhance the efficiency, working speed, competency and time management skill of its employees. The Companys endeavor is to create an environment where people can use all of their capabilities in promoting the business of the Company.

As on 31^st March, 2025, the Company employed a total of 51 employees of which 12 were Officers and 39 belong to non-executive cadre.

K. Trade Relations

Vinayak Polycon International Ltd. believes in building teams across the business and functions with the aim to share knowledge and experience. Cross functional teams work with clear objectives to solve the issues and create value for the company. The company fosters open dialogue among the employees with the brief that the people, who communicate continuously and openly, build trust and mutual respect.

The Company maintained healthy, cordial and harmonious Industrial relations at all levels. The Directors wish to place on record their appreciation for the valuable contribution by the employees of the Company.

L. Cautionary Statement

The Management Discussion and Analysis may contain certain statements that might be considered forward looking. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the Statement as important factors could influence the Companys operations such as Government policies, local, political and economic development, industrial relations, and risks inherent to the Companys growth and such other factors. Market data and product analysis contained herein has been taken from internal Company reports, Industry & Research publications, but their accuracy and completeness are not guaranteed and their reliability cannot be assured.

32. DISCLOSURE ON SECRETARIAL STANDARDS

The company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

33. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, the Board of Directors to the best of its knowledge and ability, confirm:

a) That in the preparation of the annual accounts for the financial year ended March 31, 2025; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the directors had selected such accounting policies and applied them consistently and made judgements 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 on March 31, 2025 and of the profit of the Company for that period;

c) That 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) That the Directors have prepared the annual accounts on a Going Concern basis.

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

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

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER

THE INSOLVENCY AND BANKRUPTCY CODE. 2016 131 of 2016)

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

35. OTHER DISCLOSURES

Other disclosures with respect to Boards Report as required under the Companies Act, 2013 and the rules notified thereunder, and Listing Regulations are either NIL or NOT APPLICABLE on the Company.

ACKNOWLEDGEMENT

Your Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilization of the Companys resources for sustainable and profitable growth.

Board of directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels.

Board of directors also wish to place on record their appreciation for the valuable cooperation and support received from various Government Authorities, Banks/Financial Institutions and other stakeholders such as members, customers and suppliers, among others.

Board of directors also commend the continuing commitment and dedication of employees at all levels which has been vital for the Companys success.

The Board is deeply grateful to our investors and shareholders for the unwavering confidence and faith in us and look forward to their continued support in future

Date: 13.08.2025
Place: Jaipur
Registered Office: 312, Navjeevan	For and on behalf of the Board of Directors
Complex, 29, Station Road,	For Vinayak Polycon International Limited
Jaipur-302006 (Rajasthan)
Tel: 0141-2377007	BHARAT KUMAR BAID	VIKRAM BAID
investor?,vinavaknolvcon. com	MANAGING DIRECTOR	WHOLE TIME DIRECTOR
www.vinavaknolvcon.com	DIN: 00212506	& CFO
		DIN: 00217347