Virya Resources Ltd Directors Report

DIRECTORS REPORT

Dear Members,

Your directors have pleasure in presenting the 39^th Annual Report together with Audited Statements of Accounts for the year ended 31^st March, 2025.

Financial Results:

Your directors report the operational results of the Company for the year ended 31^st March 2025, the details of which are as under:

	Rs. in Lakhs
	Standalone		Consolidated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Gross Income	-	-	0.10	-
Profit Before Interest and Depreciation	-16.85	-14.64	-16.79
Finance Charges	-	-	-	-
Gross Profit	-16.85	-14.64	-16.79	-
Provision for Depreciation	-	-	-	-
Net Profit Before Tax	-16.85	-14.64	-16.79	-
Provision for Tax	0.00	13.95	-	-
Net Profit After Tax	-16.85	-28.59	-16.79	-

Review of Operations:

The Company has reported turnover of Rs. NIL in 2024-25 with a decline of 100% as compared to previous Financial Year. Due to Covid-19 pandemic our company couldnt able to execute the works on hand fully. The Company recorded a loss of Rs.16.85 lakhs in FY 2024-25 as against loss Rs.28.59 lakhs in the previous financial year.

Dividend:

In view of the losses incurred, your Directors do not recommend any dividend for the year under review.

Transfer to the Reserves

No amount was transferred to the Reserves for the year ending 31.03.2025.

Consolidated Financial Statements:

The audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Companies Act, 2013 (the Act), Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Independent Auditors Report thereon forms part of this Annual Report.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statement of the Companys subsidiaries for the financial year ended on 31^st March 2025 in Form AOC-1 forms part of this Annual Report.

Further, in terms of the provisions of section 136 of the Act, a copy of the audited financial statements for the financial year ended on 31^st March 2025 for the subsidiary company will be made available by email to members of the Company, seeking such information. These financial statements shall also be kept open for inspection by any member at the registered office of the Company during business hours. The members can send an e-mail to info@viryaresources.com The financial statements of the Company and its subsidiaries are also placed on the Companys website at https://www.viryaresources.com.

Subsidiary

PT. Virya Resources Indonesia (PT VRI)

Routine business operations of PT BAI, a 99.99% subsidiary of Virya Resources Ltd., PT VRI would continue to study the evolving market and evaluate different possible opportunities.

PT. Virya Resources Indonesia (PT VRI) ("Company"), a subsidiary of Virya Resources Ltd, is leading global natural resources conglomerate operating across world. The Company headquartered in Indonesia. Over the years, your Company has positioned itself as a leading natural resources and technology conglomerate, focusing on large scale expansion of its portfolio in India with operational excellence benchmarked to global standards.

Board Meetings:

During the financial year 2024-25 the Board met Seven (7) times on 09.05.2024, 30.05.2024, 18.07.2024, 14.08.2024, 05.09.2024, 14.11.2024 and 07.02.2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013

Meetings held and attended:

Name of the Director	Number of Board Meetings
	Held	Attended
Mr. Valavala Subrahmanyam Venkata	7	7
Mr. Candra Winoto Salim	7	7
Mr. Arudji Kiswanto	7	7
Mr. Sukhdev Singh	7	7
Mr. Natarajan Venkata Subramanian	7	7
Ms. Shilpa Bung (Resigned on 26.03.2025)	7	7
Mr. Sunil Kumar Kacham (Resigned on 26.03.2025)	7	7
Mr. Kristianto (Appointed on 01.07.2025)	NA	-
Mr. Harry Tri Respati (Appointed on 01.07.2025)	NA	-
Mrs. M.V. Subbalakshmi (Appointed on 02.09.2025)	NA	-

Directors and Key Managerial Personnel:

Name of the Director/ KMP	Designation	DIN
Mr. Candra Winoto Salim	Director	09737531
Mr. Sukdev Singh	Director	08623180
Mr. Arudji Kiswanto #	Independent Director	09440724
Mr. V V Subrahmanyam	Director	01029479
Mr. Natarajan Venkata Subramanian	Director	10525710
Ms. Shilpa Bung *	Independent Director	08257931
Mr. Sunil Kumar Kacham *	Independent Director	10309866
Mr. Kristianto ##	Independent Director	11176214
Mr. Harry Tri Respati ##	Independent Director	11175947
Ms. M.V. Subbalakshmi @	Woman Director	11270955
Ms. Padmaja Paluvayi @@	CS (KMP)	-
Mr. Natarajan Venkata Subramanian	CFO	-

* Ms. Shilpa Bung and Mr. Sunil Kumar Kacham, resigned as Independent Directors w.e.f 26.03.2025

## Mr. Arudji Kiswanto was appointed as Independent Directors of the company by the Board w.e.f. 06.09.2025 and the Board recommends for your approval.

## Mr. Kristianto, and Mr. Harry Tri Respati were appointed as Independent Directors of the company by the Board w.e.f. 01.07.2025 and the Board recommends for your approval.

@ Ms. M.V.Subbalakshmi was appointed as Additional Director on 02.09.2025 and proposed to appoint as Director at the ensuing Annual General Meeting and the Board recommends for your approval.

@@ Ms. Padmaja Paluvayi, Company Secretary & Compliance Officer (KMP) of the company had resigned with effect from 20.06.2025.

Statement on Declaration given by Independent Directors on Annual Basis:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

Evaluation of the Boards performance:

The Nomination and Remuneration Committee has carried out the annual performance of the Directors individually as well as the evaluation of the working of its committees. A structured questionnaire was prepared after taking into consideration various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, to fulfill its responsibilities, execution and performance of specific duties etc. The Committee decided that the performance of individual directors and working of the committees is excellent. The Board has carried out the annual performance evaluation of Independent Directors individually. The Board decided that the performance of Independent directors is excellent.

Familiarization Program for Independent Directors

The Company has formulated a familiarization program for the Independent Directors to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.

Composition of the Audit Committee (AC):

S.No.	Members of the Audit committee	Designation
1	Mr. Arudji Kiswanto	Chairman
3	Mr. Sunil Kumar Kacham	Member
4.	Ms. Shilpa Bung	Member

Meetings held and attended:

Name of the Member	Number of Audit Committee Meetings
	Held	Attended
Mr. Arudji Kiswanto	4	4
Mr. Sunil Kumar Kacham	4	4
Ms. Shilpa Bung	4	4

Subsequent to the resignation of Mr. Sunil Kumar & Ms.. Shilpa Bung, the Committee was re-constituted.

Composition of the Nomination and Remuneration Committee:

S.No	Members of the Nomination & Remuneration committee	Designation
1	Mr. Arudji Kiswanto	Chairman
2	Mr. Sunil Kumar Kacham	Member
3	Ms. Shilpa Bung	Member

Meetings held and attended:

Name of the Member	Number of Nomination & Remuneration Committee Meetings
	Held	Attended
Mr. Arudji Kiswanto	1	1
Mr. Sunil Kumar Kacham	1	1
Ms. Shilpa Bung	1	1

Subsequent to the resignation of Mr. Sunil Kumar & Ms. Shilpa Bung, the Audit Committee was re-constituted.

Extraordinary General Meeting (EGM):

During the year under review, one EGM of the members of the company was held on 05.06.2024.

Vigil Mechanism:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.viryaresources.com under investors/Policies link.

Directors Responsibility Statement:

In pursuance of section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the 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.

Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return has been uploaded on the website of the company at www.viryaresources.com/ investors.html.

Change in Share Capital

There was no change in Share Capital of the company during the financial year 202425.

Statutory Auditors:

M/s. N G RAO & Associates, Chartered Accountants, (Firm Registration No. 009399S) were appointed as Statutory Auditors of the Company at the 36^th AGM of the company held on 30.09.2022 for a term of five years to hold office upto the conclusion of the 41^st AGM to be held in the year 2027. Accordingly, they continue to be the Auditors of the company.

Secretarial Auditor:

The Board has appointed M/s. N. Madhavi & Associates, Company Secretaries in Practice, to carry out the Secretarial Audit under the provisions of section 204 of the Act for the financial year 2024-25. The Report of the Secretarial Auditor is annexed to this report as Annexure - I.

Qualifications in Audit Reports:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made:

(a) by the Statutory Auditor in their report;

As there are no qualifications in the Auditors Report, there are no comments by the Board of Directors.

(b) by the company secretary in practice in her secretarial audit report;

As regards the remarks in the report, the management is taking necessary steps for ensuring compliance of the said provisions of the Act / rules.

Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and outgo as required by Section 134 of the Companies Act, 2013 are detailed as below:

Energy conservation: Adequate measures are taken for energy conservation and optimum utilization of energy.

Technology Absorption: Not Applicable

Foreign Exchange earnings and outgo: Not Applicable

Details relating to Deposits:

Company has not accepted any deposits during the year under review.

Internal Financial Controls

The internal financial controls with reference to the Financial Statements for the year ended 31 March, 2025 are commensurate with the size and nature of business of the Company.

Particulars of loans, guarantees or investments:

The Company has not given any loans, Guarantee or provided any Security to any other body corporate or person or acquired securities within the meaning of Section 186 of the Companies Act, 2013.

Risk Management Policy:

The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.

Related Party Transactions:

All the related party transactions are entered in the ordinary course of business. Particulars of Contracts or Arrangements with Related parties at arms length basis referred to in Section 188(1) are furnished in Form AOC- 2 as Annexure - II

Secretarial standards:

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Management Discussion and Analysis:

The Management Discussion and Analysis Report for the year under review, as specified under Regulation 34 read with Schedule V of Listing Regulations is presented in a separate section forming part of the Annual Report as Annexure-III.

Ratio of Remuneration to Each Director:

The Company has not paid remuneration to any of the directors of the Company during the financial year 2024-25.

Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

No employee in the organization was in receipt of remuneration, which requires disclosure under section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Listing of Securities:

The companys shares are listed with the Bombay Stock Exchange and the Company has complied with all rules, regulations and guidelines of the Stock Exchange.

Dematerialization of shares

Your Companys shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31^st March 2025, 80.66% of the companys shares have been dematerialized.

Material changes and commitments

Pursuant to the provisions of Sec 134(3)(l) of the Companies Act, 2013, no material changes occurred between the end of the financial year and the date of this report.

Corporate Governance and Shareholders Information

The compliance of provisions Corporate Governance are not applicable to the Company, neither the paid up capital nor the Net worth of the company has met the threshold limits prescribed under regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Certificate in this regard forms part of this report.

Whistle Blower Policy

The Company has in place a Whistle Blower Policy for Vigil Mechanism for Directors and Employees to report to the Management about unethical behavior, fraud, and violation of Companys Code of Conduct. None of the personnel has been denied access to the Audit Committee.

Declaration about Compliance with Code of Conduct by Members of the Board and Senior Management Personnel

The Company has complied with the requirements about the Code of Conduct for Board members and Senior Management Personnel. A compliance certificate in this regard forms part of this Report.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the company.

Significant and material orders passed by the regulators or courts:

There are no significant & material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Industrial Relations:

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and creativity. The Industrial Relations continued to be peaceful during the year.

Disclosure under Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013:

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

During the year ended 31^st March, 2025, the Company has not received any complaint pertaining to sexual harassment.

Details of difference between valuation amount on valuation and one-time settlement (OTS) while availing loan from Banks or Financial Institutions

During the year under review, there was no one-time settlement of loans availed from Banks or Financial Institutions.

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:

During the period under review, there was neither any application made nor any proceedings initiated or pending under the Insolvency and Bankruptcy code, 2016.

Details in respect of Frauds reported by Auditors under 143(12) of Companies Act, 2013:

There are no frauds reported by the Auditor under sub-section (12) of section 143 other than those which are reportable to the Central Government, and accordingly, the information pursuant to section 134(3)(ca) of the Companies Act, 2013 as amended vide companies Act, 2015 may treated as Nil.

Acknowledgments:

Your Directors wish to express their grateful appreciation for the cooperation and support received from the Government, Banks, vendors, customers, consultants, auditors, staff and others who have been assisting your Company in the various facets of its operations.

	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: 06.09.2025
Place: Hyderabad