Vintron Informatics Ltd Directors Report

To

The Members,

Your Directors have pleasure in presenting the 34^rd Annual Report together with Audited Financial Statements which includes Balance Sheet, Profit & Loss Account and Cash Flow Statement of the Company for the year ended on 31^st March, 2025.

1. FINANCIAL RESULTS

Your Companys financial performance for the year ended 31st March, 2025 is summarized below:

(Amount in Lakhs)

Particulars	FY 2024-25	FY 2023-24
Total Revenue	62,348.42	17,416.60
Expenses	56,2024.83	15,752.08
Profit / (Loss) before Exceptional items and tax	6,143.59	1,664.52
Exceptional Items	-	-
Profit / (Loss) before tax	6,143.59	1,664.52
Tax Expenses	1,351.80	-
Profit / (Loss) for the year from Continuing Operations	4,791.79	1,664.52
Other Comprehensive Income	-	-
Total Comprehensive Income/ (Loss) for the year	4,791.79	1,664.52

2. FINANCIAL HIGHLIGHTS

During FY 2024-25, the Companys total revenue is Rs. 62,348.42 Lakh as against Rs. 17,416.60 Lakh in the previous year, thereby increase of 357.98 %. Total Comprehensive Income for the year of the Company is Rs. 4,791.79 as against Rs. 1,664.52 lakhs profit in the previous year.

3. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31, 2025.

4. DIVIDEND

Considering the current postion and requirement of more working capital, the Board has not recommended dividend for the current financial year.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the financial year ended 31^st March, 2025.

6. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively have been duly complied by your Company during the period under review.

7. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company continues to have good employee relations. Your Directors acknowledge and thank the employees for their continuous support. The Company has strong commitments to follow the best of the HR practices and believes in up-lifting the overall competence of its employees through regular training, workshops and seminars. The total number of employees and workforce at the end of the year was 4 as against 5 employees including permanent and irregular work force at the end of the previous year.

8. SHARE CAPITAL AND LISTING OF SHARES

As on 31st March, 2025, the authorized share capital of the Company is Rs. 2,000 lakhs and subscribed & paid-up equity share capital of the Company is Rs. 994.35 lakhs.

The Companys equity shares are listed on the Bombay Stock Exchange Limited (BSE). The equity shares are actively traded on BSE and have not been suspended from trading.

During the year company has converted 210,80,000 fully paid up convertibles warrants into equivalent number of equity shares, having face value of Rs. 1 per equity shares, as alloted in previous financial year on December 12, 2023, upon payment of remaining 75% amount at the time of exercising the Convertible warrant at an issue price of Rs. 5 (including premium of Rs. 4 each).

9. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31^st March, 2025 Company does not have any Subsidiary and Joint Venture Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to applicable provisions of the Companies Act, 2013, one-third of Directors as are liable to retire by rotation, shall retire by rotation every year and, if eligible, offer themselves for reappointment at every Annual General Meeting (AGM). Consequently, Mr. Akshaykumar Dineshkumar Patel (DIN: 08080080) retires by rotation and being eligible, offers himself for reappointment. A resolution seeking shareholders approval for his re-appointment forms part of the notice of 34^th AGM.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013 and rules made there under.

During the FY 2024-25, Ms. Malvika Lalwani and Ms. Pallavi Lalwani have resigned from the board of directors on March 10, 2025 & Ms.Sushmaa Ssharma, Mr. Anil Pratap Singh Parihar & Mr. Umesh Kumar Dhingra have also resigned from board of directors on March 11, 2025.

Key Managerial Personnel

During the FY 2024-25, Ms. Surbhi Pokhriyal has resigned from the office of Company Secretary and Compliance officer of the Company w.e.f. 28.02.2025 designated as Key Managerial Personnels of the Company. Further Mr. Chetan Sharma was appointed as Company Secretary and Compliance officer of the company w.e.f. 09.05.2025.

Further Ms. Malvika Lalwani has resigned from the office of Chief Executive Officer of the Company w.e.f. 10.03.2025 designated as Key Managerial Personnels of the Company.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information in respect of conservation of energy, technology absorption, and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-1.

12. DEPOSITS

The Company has neither invited nor accepted any deposits from public within the meaning of the Companies (Acceptance of Deposit) Rules, 2014, during the last financial year.

13. EVALUATION OF THE BOARDS PERFORMANCE

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board based on the criteria laid down by Nomination and Remuneration Committee which includes attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest, adherence to Code of Conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system etc.

14. DECLARATION UNDER SECTION 149 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). There has been no change in the circumstances affecting their status as independent directors of the Company.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

15. DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT, 2015

On the basis of the discussions with the Statutory Auditors / Internal Auditors of the Company from time to time, and as required under Section 134(3)(c) read with the provision of section 134(5) of the Companies Act, 2013, your Directors state 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 profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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.

16. STATUTORY AUDITORS

The Board of Directors in its meeting dated 20^th June, 2024 appointed M/s A T K & Associates Chartered Accountants (Firm Registration No. 018918C) as Statutory Auditors of the Company to fill the casual vacancy created due to resignation of M/s. O P Bagla & Co. LLP (Firm Registration No. 000018N/N500091) to hold the office till conclusion of ensuing Annual General Meeting. Later on, in 33th Annual General Meeting M/s A T K & Associates Chartered Accountants was appointed as Statutory Auditor of company till the conclusion of 38th Annual General Meeting for a term of 5 consecutive financial years i.e. 2024-25, 2025-26, 2026-27, 2027-28 and 2028-29,

During the course of audit, Auditor noted that the Company has not complied with certain provisions of the Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations framed thereunder. The non-compliances observed are as under:

a) The Company has not realized certain export proceeds within the prescribed period of six months from the date of export, in contravention of the requirements of Reserve Bank of India (RBI) Notification No. FEMA 23(R)/2015-RB dated January 12, 2016 and Master Direction No. 16/2015- 16 on Export of Goods and Services dated January 1, 2016 (as amended from time to time).

b) The Company has also not settled certain import payments within the prescribed period of six months from the date of shipment, as required under Master Direction No. 17/2016-17 on Import of Goods and Services dated January 1, 2016 (as amended from time to time).

17. SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and rules made thereunder, M/s. Mahesh Gupta & Company, Practicing Company Secretary (CP No. 1999) was appointed to conduct the Secretarial Audit of the Company for the financial year 2024-25. Further, there has some observation made by the secretarial auditor in his report and directors view on such reservations are part of this director report. The Audit Report of the Secretarial Auditor is attached as Annexure 2.

The Board of Directors view on secretarial auditors observations are as follows:

1. There is no updation of Company Website.

Since company is in process of re-structuring and re-development of website. Hence, website of company is not operative.

2. This report be read with para 2 the basis of qualified report of Independent statutory auditors Report point (a) and (b).

Please refer point no. 19.

3. The Company has necessary software to maintain structured digital database. However, during the Review Period, The Company has started to maintain the UPSI entry since October, 2024.

The company has complied with concerned regulation since October, 2024.

4. The Company has not submitted Shareholding pattern for the quarter ended 31st March, 2025 within prescribed time under regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has submitted originally Shareholding pattern for the quarter ended 31st March, 2025 on 19.04.2025. Since there were some discrepancies noticed. Then, Revised Shareholding pattern submitted on 06.06.2025.

5. The Company has not paid the Stock exchange annual listing fees with within time for FY 2024-25 under regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company has paid the annual listing fees of FY 2024-25 on 15.08.2024.

6. The Company has not intimated to stock exchange about Resignation of Statutory Auditor within prescribed period under regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Inadvertently, The company has not intimate the stock exchange about such resignation.

7. The Company has not intimated to stock exchange about proceedings of the adjourned 33rd AGM of the Company within prescribed period under regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company has lapsed to intimate the stock exchange about proceedings of the adjourned 33rd AGM inadvertently.

8. The Company has not intimated to stock exchange about resignations of Ms. Malvika Lalwani, Mr. Umesh Kumar Dhingra, Ms. Pallavi Lalwani, Ms. Sushmaa Ssharma and Mr. Anil Pratap Singh Parihar from their respective designation in company within the prescribed period under regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company has lapsed to intimate the stock exchange about such resignation due to unavailability of competent officer in company.

9. The Promoter along with person acting in concert of every listed entity has to disclose details of any invocation of such encumbrance or release of encumbrances of shares on yearly basis for the year ended March, 2024 under regulation 31(4) of the SEBI(Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

No such declaration received from promoters.

10. The company has not closed the trading window for the quarter March, 2025 within prescribed period of time under SEBI (Prohibition of Insider Trading Regulations), 2015.

The company has closed the trading window for the quarter March, 2025 on 02.04.2025. Delay in submission due to unavailability of competent officer in company.

11. There is no independent woman directors since 11.03.2025 as specified under regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company is looking for suitable candidate.

12. The Company has no proper composition at board of directors regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 being resignations of Independent Directors since 10.03.2025 and 11.03.2025.

Directors have resigned on 10th and 11th March, 2025. Therefore, Company is looking for suitable candidates.

13. There is no proper composition of Audit Committee being the directors resigned on 10th and 11th March, 2025 pursuant to regulation 18(1) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

Directors have resigned on 10th and 11th March, 2025. Hence, the committee stands inoperative. Therefore, Company is looking for suitable candidates.

14. There is no proper composition of Nomination and remuneration committee being the directors resigned on10th and 11th March, 2025 pursuant to regulation 19(1) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

Directors have resigned on 10th and 11th March, 2025. Hence, the committee stands inoperative. Therefore, Company is looking for suitable candidates.

15. There is no proper composition of Stakeholders Relationship Committee being the directors resigned on10th and 11th March, 2025 pursuant to regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

Directors have resigned on 10th and 11th March, 2025. Hence, the committee stands inoperative. Therefore, Company is looking for suitable candidates.

16. One of the promoter has sold the 1,63,555 shares of company has not complied with relevant regulation and policy of the company.

The company was not informed in details about such sale by promoter.

17. The company had appointed Mr. Zishan Somabhai Meena, Mr. Narendrasinh Jadeja, and Mrs. Kajalben Chetanbhai Vyas as additional director on 22.08.2024 and they were appointed as director in adjourned AGM held on 07.10.2024 instead of 30.09.2024 under Section 161 of Companies Act, 2013.

The Company has submitted the application for compounding the offence with Regional Director, Delhi.

18. The company has not submitted annual financial results within the prescribed period for the FY 2023-24 under regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company had submitted the Annual Financial Results for FY 2023-24 on 30.06.2024. Additionally, company has also paid the fine imposed of Rs. 1,82,900.

19. The Company has not submitted the Secretarial Compliance Report for the FY 2023-24 within prescribed period of time under regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company had submitted secretarial compliance report on 19.07.2024.

20. The Company has no Chief Executive Officer (CEO) since 10.03.2025.

The Company is looking for suitable candidate.

18. INTERNAL AUDITORS

In terms of the provisions of Section 138 read with Companies (Accounts) Rules 2014 and rules made thereunder and on the recommendation of the Audit Committee, the Board of Directors of the Company have appointed M/s. S. Agarwal & Company, Chartered Accountants (Firm Registration No.000808N) as Internal Auditors of the Company to perform the internal audit for financial year 2024-25. Further, there has been no qualification, reservation, adverse remarks or disclaimer made by the Internal Auditors in their report for the financial year 2023-24.

19. DIRECTORS VIEW ON AUDITORS OBSERVATIONS

During the course of audit, Auditor noted that the Company has not complied with certain provisions of the Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations framed thereunder. The non-compliances observed are as under:

a) The Company has not realized certain export proceeds within the prescribed period of six months from the date of export, in contravention of the requirements of Reserve Bank of India (RBI) Notification No. FEMA 23(R)/2015-RB dated January 12, 2016 and Master Direction No. 16/2015- 16 on Export of Goods and Services dated January 1, 2016 (as amended from time to time).

b) The Company has also not settled certain import payments within the prescribed period of six months from the date of shipment, as required under Master Direction No. 17/2016-17 on Import of Goods and Services dated January 1, 2016 (as amended from time to time).

It is pertinent to note that the company has not realized certain export proceeds within the prescribed period of six months from the date of export. Since Vendors have not yet received their respective payments from their contracting parties, thereby impeding their ability to remit the amounts owed to us. Whereas on the observation regarding non settlement of certain imports payments within stipulated period of six months from the date of shipment is that On-going technical issues at companys authorized banking institution have temporarily impacted payment processing capabilities.

20. DISCLOSURE UNDER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Mr. Akshaykumar Dineshkumar Patel draws remuneration from the company ,hence disclosure under rule 5 of companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is applicable and attached as Annexure-6.

21. CORPORATE SOCIAL RESPONSIBILITY

With the enactment of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with the various clarifications issued by the Ministry of Corporate Affairs. As per the Financial Statements attached hereto, the contents of Section 135 are not applicable to the Company.

22. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a vigil mechanism for Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and Employees who avail the mechanism. In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee of the Board. The whistle blower policy is available at the Companys website www.vintroninformatic.com.

23. NOMINATION AND REMUNERATION POLICY

The Company follows a policy on nomination and remuneration for selection of directors and determining directors independence, and the remuneration policy for directors, key managerial personnel & other employees. The policy is approved by the Nomination and Remuneration Committee of the Board.

24. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under Listing Regulations. A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report as Annexure-3 and the certificate from CS Monica Dixit, practicing Company Secretary confirming the compliance with the requirements of Corporate Governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as annexure-4.

25. LOANS & INVESTMENT BY THE COMPANY

The Board declares that it has neither made any loan or investment to any person or other body corporate(s) nor given any guarantee or security in connection with a loan to any other body corporate(s) or person(s). It is further declare that the Company has not acquired, whether by way of subscription, purchase or otherwise, the securities of any other Body Corporate(s).

26. RELATED PARTY TRANSACTIONS

All the contracts/ arrangements/ transactions etc. entered into by the Company with related parties were in ordinary course of business and on arms length basis in terms of provisions of the Companies Act, 2013.

Omnibus approval from the Audit Committee is obtained for all transactions with related parties and all such transactions are reviewed by the Audit Committee every quarter. Also all transactions with related parties are entered in accordance with the Policy on dealing with and materiality of related party transactions, formulated by the Company.

The details of the related party transactions as per Indian Accounting Standards (IND AS) are set out in Notes No. 29 to the Financial Statements of the Company and Form AOC-2 is annexed as Annexure-5 The policy in respect of Related Party Transactions is disseminated on the Companys website www.vintroninformatic.com.

27. AUDIT COMMITTEE

During the year all the recommendations of the Audit Committee were accepted by the Board. Detailed information of the Audit Committee is provided in the Report on Corporate Governance forming part of this Annual Report and due to resignation of chairperson and members of committee, the Audit Committee is not functional till the fresh appointments.

28. ANNUAL RETURN

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return for the FY 2024-25 of the Company will be available on the website of the Company at the following link: www.vintroninformatic.com.

29. MEETININGS OF BOARD AND COMMITTEES

During the year Fourteen (14) Meetings of Board; Eight (8) Meetings of Audit Committee and Three (3) meetings of Nomination and Remuneration Committee were convened and held. The details of which are given in Corporate Governance Report.

30. ANNUAL GENERAL MEETING

During FY 2024-25, Annual General Meeting of the Company was scheduled to be held on Monday, 30th September, 2024. However, due to lack of quorum, the said meeting was adjourned and convened on Monday, 07^th October, 2024.

31. MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF THE COMPANY

During the current financial Year ended on 31^st March, 2025 there is no material changes in the company affecting financial positions of the company.

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

There is no order passed by any regulator or Court or Tribunal against the Company, impacting the going concern concept or future operations of the Company.

33. EMPLOYEES STOCK OPTION PLANS/ SCHEMES

No Employee Stock Options were granted to the Directors or Employees of the Company during the financial year ended on 31st March, 2025.

34. INSIDER TRADING POLICY

During the year under review, the Company reviewed compliance with the provisions of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015 with respect to “Institutional Mechanism for Prevention of Insider trading” and found the systems for internal control are adequate and are operating effectively, in accordance with the amendments to the applicable provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015.

35. LISTING FEES

The Equity Shares of the Company continue to be listed at the Stock Exchange(s) of Bombay and the listing fees for Bombay Stock Exchange is paid for the financial year i.e. 2024-2025.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act) and the rules framed thereunder. Internal Committees have been set up to redress complaints received regarding sexual harassment. To build awareness in this area, the Company has been conducting induction / refresher programmes in the organization on a continuous basis.

During the year under review, no complaint of sexual harassment was received by the Company, so no complaint was pending to resolve at the end of the FY 2024-25 and on the date of such report.

37. BUSINESS AFFAIRS & PHILOSOPHY

Your Company and its management has always been cautious of its brand and corporate image apart from its corporate social responsibility. Even within the limitation of having limited resources and infrastructure available at its disposal, the management of the Company has worked out product basket considering the strength of the Company and market acceptability and is consistently improving upon the same, so as to ensure that the products of the Company command its respect and demand in the market in terms of quality, service, acceptability, competitiveness etc. apart from giving maximum return on investment thereby multiplying the investors fund. The Company has been consistently making its efforts to re-establish its brand and product in the market. With emphasis on quality, competitiveness and service, the Company and its management is confident to itself on the rapid growth path very shortly. The Company has always endeavoured to provide innovative products with quality and the said approach of the management of your Company stands more strengthened by every passing moment.

38. APPRECIATION

The Board of Directors would like to express their sincere appreciation for assistance and cooperation received from vendors and stakeholders, including financial institutions, banks, Central and State Government authorities, customers and other business associates, who continued to extend their valuable support during the year under review.

	For and on behalf of the Board of Directors of Vintron Informatics Limited
	S/d	S/d
	Akshaykumar Dineshkumar	Zishan Somabhai Meena
	Patel	Director
Date: 26.08.2025	Director	DIN: 10746289
Place: Delhi	DIN: 08080080