ANNEXURE - III
The information required in compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forming a part of the
Directors Report for the Year ended 31st March, 2026
This Management Discussion and Analysis Report ("MD&A") forms part of the Annual Report of Virya Resources Limited ("the Company") and has been prepared in accordance with the applicable requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The discussion should be read together with the audited financial statements and the Boards
Report for the year ended 31 March 2026.
1. Industry Structure and Developments
During the year under review, the Company had no material operating business and its activities remained limited. The Company continued to evaluate business opportunities in the commodities and allied sectors. The Company has incorporated PT Virya Resources Indonesia as a subsidiary in Indonesia with a view to exploring business opportunities in India, Indonesia, Vietnam and other South-East Asian markets, subject to commercial viability, availability of finance and applicable regulatory approvals.
2. Opportunities and Threats
The Company may, subject to availability of suitable opportunities and resources, explore trading and allied opportunities in commodities such as coal, copra and crude palm oil and other businesses considered appropriate by the Board. Opportunities will depend on market demand, sourcing arrangements, logistics, access to working capital and regulatory conditions. Principal threats include commodity-price volatility, foreign-exchange movements, competition, counterparty and credit risk, changes in laws and regulations, availability and cost of finance, and geopolitical or logistics disruptions.
3. Segment-wise / Product-wise Performance
The Company did not have material commercial operations during the year under review. Accordingly, there is no meaningful segment-wise or product-wise operating performance to report other than the information disclosed in the audited financial statements.
4. Outlook
The Board will continue to evaluate feasible business opportunities with emphasis on prudent deployment of funds, appropriate risk controls and compliance with applicable laws. Any future business activity will be undertaken in a phased manner after considering commercial viability, funding requirements and the Companys overall financial position. No assurance can be given that opportunities under evaluation will result in material business operations.
5. Risks and Concerns
Given the limited level of operations, the principal risks relate to the Companys ability to identify commercially viable opportunities, arrange adequate finance, manage regulatory and compliance requirements, and control counterparty, market, commodity-price, foreign-exchange and execution risks. The Board reviews material risks from time to time and seeks to take appropriate measures having regard to the scale and nature of the Companys activities.
6. Internal Control Systems and their Adequacy
The Company has internal control and compliance processes commensurate with the present size and nature of its activities. The systems are intended to ensure proper authorization and recording of transactions, safeguarding of assets, reliability of financial reporting and compliance with applicable laws. The adequacy of controls is reviewed periodically and improvements are made, wherever considered necessary.
7. Financial Performance with respect to Operational Performance
As there were no material operating activities during the year, the financial performance reflects the limited nature of the Companys operations and the items recorded in the audited financial statements. The detailed financial position and results for the year ended 31 March 2026 are set out in the financial statements forming part of this Annual Report.
8. Human Resources / Industrial Relations
There were no material developments in the area of human resources or industrial relations during the year, having regard to the limited level of operations of the Company. The Company maintained personnel and administrative support commensurate with its requirements. The number of employees as at 31 March 2026 was 6.
9. Key Financial Ratios and Return on Net Worth
As required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company shall disclose and explain any change of 25% or more in applicable key financial ratios compared with the immediately preceding financial year and the change in return on net worth. [Insert the applicable disclosure from the audited financial statements. Ratios that are not meaningful because of the absence of material operations may be stated as "Not Applicable", with a brief reason.]
10. Cautionary Statement
Statements in this MD&A describing the Companys objectives, plans, expectations, estimates or outlook may be forward-looking statements within the meaning of applicable laws and regulations. Actual results may differ materially due to economic conditions, market developments, availability of finance, commodity and foreign-exchange movements, regulatory changes and other factors beyond the Companys control. The Company assumes no obligation to publicly update any forward-looking statement except as required by law.
| For and on behalf of the Board | |
| VIRYA RESOURCES LIMITED | |
| Sd/-- | Sd/-- |
| V V SUBRAHMANYAM | CANDRA WINOTO SALIM |
| Director | Director |
| DIN - 01029479 | DIN 09737531 |
| Date: 01.09.2026 | |
| Place: Hyderabad |
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