Virat Crane Industries Ltd Directors Report

To,

The members,

Virat Crane Industries Limited,

Guntur.

The directors submit the 32^nd annual report of Virat Crane Industries Limited along with the audited financial statements for the financial year ended March 31, 2024.

STANDALONE FINANCIAL RESULTS:

PARTICULARS	2023-24 (Rs. in lacs)	2022-23 (Rs. in lacs)
Revenue from Operations& Other Income	13452.91	12338.06
Profit/(Loss)Before Interest& Depreciation	1235.81	940.96
Interest	56.44	57
Depreciation	34.98	32.31
Profit before exceptional and extraordinary items	1144.39	851.65
Profit/ (Loss) before Tax	1144.39	(184.50)
Income Tax-(Current Tax)	132.13	223.24
Profit (Loss) after Taxation	1012.26	(407.74)
EPS-Basic	4.96	(2.00)
EPS-Diluted	4.96	(2.00)

Dividend

The Board of Directors has not recommended any dividend for the financial year 2023-24.The Board of Directors wanted to keep its profits at the company for strengthening the business of the company in the future.

Transfer to reserves

The company has earned 1012.26 lakhs net profits during the financial year 2023-24, out of which 101.23 lakhs of profits were transferred to general reserve in the financial year 2023-24 and the remaining amount kept in the Profit and loss account.

Companys performance

During the Year under review revenue from operations for the financial year 2023-24 is Rs. 134.14Crores. It was increased by 8.95% over the last financial year (Rs.123.12 Crores in 2022-23). Profit before tax and exceptional items for the financial year 2023-24 is Rs.11.44Crores. It was increased by 34.43% over last year (Rs.8.51 Crores in 2022-23).Profit after tax for the financial year 2023-24 is Rs.10.12 Crores. It was increased by 348.64% over last year (Rs.-4.07 Crores in 2022-23) since provisions were made for abnormal items in the previous financial year.The company has improved its revenue and profitdecently even though the company is facing competition from unorganized sector.

Material changes affecting the company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.

Directors responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 of the Company for that period;

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

iv. The directors had prepared the annual accounts on a going concern basis;

V. The directors, had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. 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.

Changes among Directors and Key Managerial Personnel:

i. SriVenkataSatya Lakshmi KanthaRao.G ,(Din:01846224),Managing Director , who was appointed as Managing Director and who held office of the Managing Director in the previous term up to 31 st October, 2023 was again reappointed as the Managing Director of the company and not liable to retire by rotation and to hold office for a term of 5 consecutive years in the Board of the Directors of the Company from 1st November, 2023 to 31st October,2028.

ii. Mr.Gopala Krishna MurthyJ.(Din:00930747) Non-Executive Director, liable to retire by rotation under the Articles of Association of the Company, and the applicable provisions of the companies act,2013.,in the 31 st Annual General Meeting and being eligible, offered himself for reappointment as Director. The Shareholders approved his re-appointment as Director of the company at the 31st Annual General Meeting of the company held on 15.09.2023.

iii. Directors liable to retire by rotation in ensuing Annual General Meeting:

Smt. Himaja.M (Din:06505782) Non-Executive Director, liable to retire by rotation under the Articles of Association of the Company in ensuing Annual General Meeting and being eligible, offer herself for reappointment as a Director. The Board recommends his re-appointment.

Directors to be appointed in the ensuing AGM:

Appointment of Independent Director:

Subject to approval of shareholders at this ensuing Annual General Meeting of the company, as per the recommendation of the Nomination and Remuneration Committee the Board has proposed to appoint Sri Ragav Kaliappan (Din: 02185155) as a Non-Executive independent Director of the company for a period of five years w.e.f 29.08.2024 for the first term.The Board have opinion that it is very much beneficial to the company and therefore it is desirable to appoint and avail his services as an Independent Director. Accordingly, it is proposed to appoint Sri Ragav Kaliappan (Din: 02185155) as a Non-Executive Independent Director of the Company, not liable to retire by rotation and to hold officewith effect from 29-08-2024 to 28-08-2029 for the first term of 5 (five) consecutive years on the Board of the Company.

Meetings of the Board & Committees

Details of the meetings of the board and board Committees, given in corporate governance report, which forms part of this report.

Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and Individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under regulation 27 of the SEBI(LODR) Regulations 2015.The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

i. Observations of Board evaluation carried out for the year: Nil

ii. Previous Years observations and actions taken: Nil

iii. Proposed actions based current year Observations: Nil

Policy on Directors Appointment and Remuneration and Other Details

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part ofthe directors report.

Declaration Given By Independent Directors

In terms with Section 149 (7) of the Companies Act, 2013, All the Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and SEBI (LODR) regulations, 2015.Hence that there is no change in status of Independence. The web link where details of familiarization programs imparted to Independent Directors: https:// viratcraneindustries.com/

Independent Directors Meeting

During the year under review, four meetings of independent directors were held on 29-05-2023,14-08- 2023,14-11-2023and 12-02-2024 in compliance with the requirements of schedule IV of the companies act, 2013.The Independent Directors at the meeting, inter alia, reviewed the Performance of NonIndependent Directors and Board as a whole. Performance of the Chairperson of the Company, taking into account the views of Managing Director and Non-Executive Directors and Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Annual Return

Pursuant to Section 92 read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Companys website on https://viratcraneindustries.com/

Internal Financial Control Systems and Their Adequacy

The details in respect of internal financial control and their adequacy are included in the Management

32^nd Annual Report

Discussion& Analysis, which forms part of this report.

Statutory Auditors

The Shareholders at the 30th Annual General Meeting held on 26th September, 2022, have re-appointed M/s Anantha& Associates, Chartered Accountants,(FRN:010642S) as Statutory Auditors of the Company for a period of five years from the conclusion of 30th Annual General Meeting, till the conclusion of 35th Annual General Meeting.

.The Statutory Auditors have confirmed their eligibility under Sec. 141 of the Companies Act 2013 and have also expressed their willingness to be appointed as statutory auditors of the Company.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part of this Report. Auditor‘s report

The auditors report does not contain any qualifications, reservations or adverse remarks. Audit Report is given as an annexure -IXwhich forms part of this report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) for the time being in force).

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. K. Srinivasa Rao &Nagaraju Associates, Company Secretaries in Practice, Vijayawada .They had conducted the Secretarial Audit of the Company for the financial year ended on March 31, 2024.

Secretarial Auditors Report

The detailed report on the Secretarial Audit in Form MR- 3 is appended as an Annexure IIIto this Report. There are no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company except the Delay in submission of the audited financial results for the fourth quarter/financial year ended 31.03.2023 for the financial year 2022-23 to the Stock Exchange within30 minutes of the closure of the Board Meeting held on29-05-2023

Board Clarification on Secretarial Auditors Qualifications: The Board clarified that the delay was not intentional and the reason for delay was happened due to the major electrification works were being carried out by the electricity department on the day of board meeting and also due to the delay of OTPs to the mobile as well as Email. All the reasons were conveyed to the exchange.

Cost Audit

Cost Audit is not applicable to the company for the financial year 2023-24.

Risk management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements. Transactions with related parties

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure Iin Form AOC-2 and the same forms part of this report.

Corporate social responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the Initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IIof this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on https://viratcraneindustries.com/

Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below

a. The ratio of the remuneration of each director to the median remuneration of the employees of the

Company for the financial year:

Name of the Executive director Ratio to medianremuneration

G V S L Kantha Rao 1:32

During the financial year 2023-24 The Company has not paid any remuneration to Non- Executive Directors.

b. The percentage increase in remuneration of total directors, chief executive officer, chief financial officer, company secretary in the financial year: Nil

c. The percentage increase in the median remuneration of employees in the financial year: 7.01%

d. The number of permanent employees on the rolls of Company: 44

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Nil

Increase in the managerial remuneration for the year was: Nil

The percentage increase in the median remuneration of employees in the financial year: 7.01% Justification:

f. Percentage of Employees median remuneration was increased more than seven percent during the financial year compared to the previous financial year. The percentage of increase of managerial remuneration was nil.The employees median remuneration increased 7.01% compared to the increment of median remuneration of managerial remuneration. The Managerial remunerations was not increased with respect to the growth and revenue but the median remuneration of employees of the company during the financial year 2023-24 was significantly increased compare to previous year. The menial incremental in Managerial remuneration was justified as the management was willing to cater more funds at the company at the cost of their own benefits.

g. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Conservation of energy, technology absorption, foreign exchange earnings and outgoConservation of energy:

VCIL continues to work on reducing carbon footprint and all type of pollutions in all its operating areas of business through all possible initiatives like

(a) Green infrastructure,

(b) Operational energy efficiency,

(c) Reducing Power consumption

(d) Decreasing consumption of fossil fuels Technology absorption, adaption and innovation

The Company endeavors to adopt the using of the latesttechnologies for improving the productivity and quality of its services in all its areas wherever is possible to the company and strive to achieve optimal utilization of resources there by increasing the productivity.

Foreign exchange earnings and outgo

Your Company did not have any foreign exchange earnings and outgos as the company had no exports and imports from foreign countries during the financial year 2023-24.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company.

There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Information regarding Joint Ventures/Subsidiaries/Associates

The company has no Joint Ventures/Subsidiaries/Associates.

Prevention of Sexual Harassment of Women at Workplace

Your directors confirm that the company has adopted a policy regarding the prevention of sexual harassment of women at work place and has constituted Internal Complaints Committees (ICC) as per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 (‘Act) and Rules made there under, your Company.

(i) number of complaints filed during the financial year; Nil

(ii) number of complaints disposed of during the financial year; Nil

(iii) number of complaints pending as at the end of the financial year: Nil

Human resources

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Management Discussion & Analysis

A detailed Management Discussion and Analysis forms part of this annual report, which is attached to this Report in Annexure IV

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of section 124 of the companies Act, 2013, the declared dividends which remained un paid or unclaimed for a period of seven years, have to be transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government :

The interim dividend amount of Rs.6,97,384/- which was declared and paid for the financial year 2015-16 has been unpaid/unclaimed for a period of seven years till the end of the financial year

31-03-2023 .The same amount has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The Final Dividend amount of Rs.7,13,045/-which was declared and paid for the financial year 2015-16 has been unpaid/unclaimed for a period of seven years till the end of the financial year 31-03-2023.The same amount has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government during the financial year 2023-24.

The Final Dividend amount of Rs.6,19,772/-which was declared and paid for the financial year 2016-17 has been unpaid/unclaimed for a period of seven years till the end of the financial year 31-03-2024 which was subject to, if any amount will be claimed by the shareholders in given due time before transfer to the Investor Education and Protection Fund (IEPF) will be transferred to Investor Education and Protection Fund (IEPF) in the financial year 2024-25.

Report on Corporate Governance

Your Directors are pleased to inform you that your Company has implemented all the stipulations prescribed under regulation 27 of the SEBI (LODR) Regulations 2015. The Statutory Auditors of the Company have examined the requirements of the Corporate Governance with reference to SEBI (LODR) Regulations 2015 and have certified the compliance, as required under SEBI (LODR) Regulations 2015.

A separate report on Corporate Governance in Annexure V is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated regulation 27 of the SEBI (LODR) Regulations 2015. A Certificate Code of conduct or ethics policy. The details are reported in report on corporate governance The policy is available on https:// viratcraneindustries.com/ of the CFO of the Company in terms of regulation 17(8) of the SEBI (LODR) Regulations 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

Whistle Blower Policy

The Company established Whistle Blower Policy for directors and employees to report concerns about un-ethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The details are reported in Report on corporate Governance which forms part of this Report as Annexure No: VI and the policy shall be available at https://viratcraneindustries.com/

Acknowledgement

The Directors Thank the Company Employees, Customers and Vendors and investors for their continues support. The Directors also thank Government of India and Concerned Departments for their Cooperation.