Vivanta Industries Ltd Directors Report

To,

The Members,

Vivanta Industries Limited

Directors have pleasure in presenting their 12^th (Twelth) Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULTS

	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
I. Total Revenue	2,336.09)	3730.93	11037.32	3730.93
II. Total Expenditure	2,454.89	3,590.04	11,169.36	3,601.58
III. Profit/(Loss) Before Tax (I-II)	-118.80	140.88	-131.44	129.34
IV. Tax Expenses	0.78	36.83	0.78	36.83
V. Profit/(Loss) After Tax (III-IV)	-119.58	104.05	-132.22	92.51

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY.

The Board of Directors ofthe Company is continuously making efforts for the growth of the Company. The Companys income from operations for the period under review was Rs. 11037.92 Lakhs as compared to Rs. 3730.93 Lakh in the previous year thereby registering around 33.80% over the previous year.

3. DIVIDEND: -

During the year under review, the Company recorded a Loss After Tax of ^119.58 Lacs on a standalone basis and ^132.22 Lacs on a consolidated basis, as against a profit in the previous year. The Board is taking necessary measures to enhance operational performance and restore profitability in the coming periods."

4. TRANSFER TO RESERVE

Reserves & Surplus at the end of the year stood at Rs. 3,96,40,014.13 as compared to Rs.5,41,74,222.54 at the beginning of the year. The Board of Directors has transferred the entire amount of profits for the financial year 2024-25 to general reserves of the Company.

5. SHARE CAPITAL

The Paid up Equity Share Capital as on March 31, 2025 was Rs. 12,88,25,000. During the year under review, the Company has neither issued shares with differential rights as to Dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.The Company has not issued any convertibleinstrument during the year.

"During the financial year 2024-25, the Company acquired Trinity Ganesh Private Limited as its subsidiary on 19thOctober, 2024. The particulars of the said subsidiary, including financial highlights for the year under review, are provided in the prescribed Form AOC-1 forming part of this Annual Report."

No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 (Act) in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

6. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI Listing Regulations can be accessed at the link https://vivantaindustries.com/wp- content/uploads/2023/08/Dividend-Distribution-Policy.pdf

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/ unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years shall also be transferred to the demat account of the IEPF Authority.

During the year under review, the Company was not required to transfer any dividend amount to account of IEPF.

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

During the year under review, an appeal has been preferred before the Honble National Company Law Appellate Tribunal, New Delhi Bench, in relation to the restoration of M/s. Springvelly Projects LLP, in which the Company is a partner. The appeal challenges the order dated July 15, 2024, passed by the Honble National Company Law Tribunal, Ahmedabad Bench, dismissing the earlier petition for restoration. The matter is currently pending adjudication and does not have any financial or operational impact on the Company.

9. ANNUAL RETURN ON WEBSITE

In Accordance with section 134 (3) (a) and 92 (3) of the Companies Act, 2013 read with Rule 12 (1) of Companies (Management and Administration) Rules 2014, The Annual Return in form MGT-7 for Financial Year 2024-2025 will be available on website of Company i.e.

https://vivantaindustries.com/annual-return/.

The due date for filing Annual Return for Financial Year 2024 -2025 is within a period of 60 days from date of Annual General Meeting. Accordingly, the company shall file the same with MCA within prescribed time and the copy of the same shall be made available on website i.e. https://vivantaindustries.com/annual-return/. as is required in terms of section 92(3) of the Companies Act, 2013.

10. DIRECTORS/ KEY MANAGERIAL PERSONNEL: -

(A) Details of the Directorship and Key Managerial Personnel during the financial year 2024-25

Sr. No. Name of the Directors	DIN/PAN	Designation
1. Mr. Parikh H.A.	00027820	Executive Managing Director, Promoter
2. Mr. Bhatt J.R.	03362796	Non-Executive Director
3. Mr.Gandhi T.J.	03577792	Independent Non-Executive Director (Resigned w.e.f. 18th June, 2024)
4. Ms. Apeksha S. Vyas	09469295	Women Independent Director (Resigned w.e.f. 30th May, 2024)
5. Mr. Mukeshkumar G. Kanazariya	10451579	Independent Director (Appointed w.e.f. 18th June,2024)
6. Ms. Nidhi Bansal	09693120	Women Independent Director (Appointed w.e.f. 30th May,2024)
7. Mr. Rushabh A. Shah	09012222	Independent Director
8. Mr. Vikas Vishnubhai Patel	CBCPP9728D	Chief Financial Officer
9. Ms. Vinita Keswani	FDWPK1638E	Company Secretary & Compliance Officer (Resigned w.e.f. 6th May,2025)
10. **Mr. Devang Shah	BSRPS3532H	Company Secretary (Appointed w.e.f. 31st July, 2025)

*Mr. Gandhi T. J. (DIN: 03577792) has resigned from the position of Independent Director w.e.f 18^th June, 2024.

*Mr. Apeksha S. Vyas (DIN:09469295) has resigned from the position of Women Independent Director w.e.f. 30^th May, 2024.

**Ms.Vinita Keswani resigned from the post of Company Secretary & Compliance Officer on 6^th May, 2025

**Mr. Devang Shah appointed on the post of Company Secretary & Compliance Officer on 31^st July, 2025

Details of the Key Managerial Personnel of the Company as on 31^st March, 2025 are as follows:

Sr. No Name	DIN/PAN	Designation
1. Mr. Parikh H.A.	00027820	Managing Director, Promoter
2. Mr. Vikas Vishnubhai Patel	CBCPP9728D	Chief Financial Officer
3. Ms. Vinita Keswani	FDWPK1638E	Company Secretary and Compliance Officer (Resigned w.e.f. 6th May,2025)
4. **Mr. Devang Shah	BSRPS3532H	Company Secretary and Compliance Officer (Appointed w.e.f. 31.07.2025)

**Ms. Vinita Keswani resigned from the post of Company Secretary & Compliance Officer on 6^th May, 2025 till closing of business hours.

(B) Details of the changes in Directorship and Key Managerial Personnel during the financial year 2024-25 DIRECTORS

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Parikh H.A. (DIN: 00027820) designated as the Executive Director of the Company was liable to retire by rotation at the 12^thAnnual General Meeting and shall be reappointed subject to the approval of members at ensuing Annual General Meeting. (Details of Directors Seeking Appointment / Re-Appointment at the forthcoming Annual General Meeting is presented under Annexure-A)

During the financial year, Ms. Apeksha S. Vyas, Women Independent Director has resigned with effect from 30^th May, 2024 and Mr. Gandhi T.J. Independent Non-Executive Director has resigned with effect from 18^th June, 2024.

KEY MANAGERIAL PERSONNEL

The functions of the Company Secretary were earlier discharged by Ms. Aesha Shah and Ms. Vinita Keswani, who ensured proper compliance of procedures and supported the Board and management during their tenure. Presently, the functions are being discharged by Mr. Devang Shah, who has been appointed as the Company Secretary & Compliance Officer w.e.f. 31^stJuly, 2025. He ensures compliance with applicable

laws, rules, policies, and procedures, advises the Board on governance matters, facilitates the convening of meetings, and acts as a key link between the management and regulatory authorities.

Except as above there were no other changes in the Directors and Key Managerial Personnel of the Company during the year 2024-25 under review.

(C) Statement on declaration given by independent directors under Section 149(6) Of the Act

The Independent Directors hold office for a fixed term of five years and are not liable to retire by Rotation. In accordance with Section 149(7) of the Companies Act 2013, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI Regulations.

(D) Statement with regards to integrity, expertise and experience of independent directors

Your directors are of the opinion that the Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency).

(E) Formal annual 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 SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

11. MEETINGS: - BOARD MEETINGS: -

The Board of Directors met Ten times during the year on 7th May, 2024, 30th May, 2024, 18th June, 2024, 25th July, 2024, 24th October, 2024, 15th November, 2024,22nd November, 2024, 9th December, 2024, 4th February, 2025 and 7th February, 2025.

Frequency and quorum at these meetings and the intervening gap between any two meetings were in conformity with the provisions of the Act, the Listing Regulations and Secretarial Standards issued by The Institute of Company Secretaries of India ("Secretarial Standards") and the relaxations provided by the Ministry of Corporate Affairs and Securities and Exchange Board of India from time to time in this regard. For further details, please refer report on Corporate Governance annexed to this report.

COMMITTEES OF THE BOARD OF DIRECTORS

As on March 31^st, 2025, the Board of Directors has the following committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Independent Director Committee • Audit Committee

The Audit Committee of the Board consists of Three Independent and One Non-Executive Non-Independent Director. The composition, role, terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of LODR and Section 177 of The Act and Rules framed there under.

The details of all related party transactions are placed periodically before the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board. The Company has in place a Vigil Mechanism; details of which are available on the Companys website.

The Audit Committee comprises of the following Members as on March 31, 2025:

Names	Designation	Category
Mr. Rushabh A. Shah	Chairman	Non-Executive, Independent Director
Mr. JainilRaseshkumarBhatt	Member	Non-Executive, Non-Independent Director
Mr.Mukeshkumar Ganeshbhai Kanazariya	Member	Non-Executive, Independent Director
Ms. Nidhi Bansal	Member	Non-Executive Women Independent Director

There were 7 (Seven) Meetings of the Audit Committee of the Board of Directors held during the Financial Year 2024-25, (i.e.,7^th May, 2024, 10^th June, 2024, 25^th July, 2024, 24^th October, 2024, 9^th December, 2024, 4^th February, 2025 and 7^th February, 2025).

The Statutory Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board.

During the Financial Year 2024-25, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

• Nomination and Remuneration Committee

In compliance with Section 178 of The Act, Your Company has in place a "Nomination and Remuneration Committee". The powers, role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under Regulation 19 of LODR and Section 178 of The Act, and Rules and Regulations, framed there under, besides other terms as may be referred by the Board of Directors.

The Nomination and Remuneration Committee comprises of the following Members as on March 31^st, 2025: -

Name	Designation	Category
Ms. Nidhi Bansal	Chairman	Non-Executive Women Independent Director
Mr. Bhatt J. R.	Member	Non-Executive, Non- Independent Director
Mr. Mukesh GaneshbhaiKanazariya	Member	Non-Executive, Independent Director
Mr. Rushabh Shah	Member	Non-Executive, Independent Director

There were 5 (Five) Meetings of the Nomination and Remuneration Committee of the Board of Directors held during the Financial Year 2024-25 (i.e., on 7^th May,2024, 30^th May, 2024, 18^th June, 2024, 25^th July, 2024 and 9^th December, 2024).

• Stakeholders Relationship Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted a Stakeholders Relationship Committee of the Board of Directors, comprising of the following Members during the Financial Year 2024-25: -

Name	Designation	Category
Mr. Mukesh GaneshbhaiKanazariya	Chairman	Non-Executive, Independent Director
Mr. Bhatt J. R.	Member	Non-Executive, Non-Independent Director
Ms. Nidhi Bansal	Member	Non-Executive Women Independent Director
Mr. Rushabh Shah	Member	Non-Executive, Independent Director

During the Financial Year 2024-25, 4 (Four) Meetings of the Stakeholders Relationship Committee were held, i.e.,6^th April, 2024, 4^th July, 2024, 3^rd October, 2024, and 13^st January, 2025.

• Independent Director Committee:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, your Company has constituted a Independent Director Committee of the Board of Directors, comprising of the following Members during the Financial Year 2024-25:

Name</td>	Designation	Category
Mr. Mukesh Ganeshbhai Kanazariya	Chairman	Non-Executive, Independent Director
Ms. Nidhi Bansal	Member	Non-Executive Women Independent Director
Mr. Rushabh Shah	Member	Non-Executive, Independent Director

During the Financial Year 2024-25, 2 (Two) Meetings of the Independent Director Committee were held, i.e., 15^th April, 2024and 01^st October, 2024.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: -

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

Particulars of contracts or arrangements with related parties in the Form of Disclosures under Para A of Schedule V of Listing Regulations are enclosed as per Annexure-B.

14. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY 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 have occurred during the year which shall affect the Financial position of the Company.

15. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION:

Company has not issued any Employee Stock Option during the year.

16. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

During the year, the Company has not issued Sweat Equity shares. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rule, 2014 are not reported yet.

17. ADEQUACY OF INTERNAL CONTROL SYSTEM

The Company has proper and adequate system of internal controls which ensures that all assets are safeguarded against loss from unauthorized use or disposition and all the transaction are authorized, recorded and reported correctly. Regular internal audits and checks are carried out to provide assurance that the responsibilities at various levels are discharged effectively and that adequate systems are in existence. The management continuously reviews the internal control systems and procedure for efficient conduct of business.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: -

The foreign exchange earnings and outgo during the financial year ended 31^stMarch, 2025 is as follows:

Particulars	2024-25	2023-24
Foreign Exchange Earning	180.19	0.92
Foreign Exchange outgo	0	0

19. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURE COMPANIES

During the year, Trinity Ganesh Private Limited became a subsidiary of the Company. Additionally, the Company continues to hold one joint venture, namely CKIM Pharma LLP. As per the requirements of Section 129(3) of the Act, a statement containing salient features of the financial statements of subsidiaries, joint ventures and associate companies in prescribed Form No. AOC-1 is attached with this report as Annexure-C.

The performance of key operating subsidiary and joint venture companies in India are given below:

Trinity Ganesh Private Limited has reported a turnover of 12,90,127.59 and profit before tax of 15,47,290.83in 2024-25, as compared to loss of 23,12,773.28 respectively in the previous year. CKIM Pharma LLP,the joint venture has turnover of over 12,90,127.59 for 2024-25.

Except as mentioned above, there have been no material changes in the nature of the business of the subsidiaries, including associates and joint ventures during the financial year 2024-25.

20. DEPOSITS: -

The Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

22. REMUNERATION POLICY: -

The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is uploaded on the website of the Company i.e.:https://vivantaindustries.com

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (9) of the Act and Listing Regulations. The policy provides a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them, and can also report directly to the Chairman of Audit Committee. The policy focuses on promoting ethical behavior in all its business activities and encourages employees to report concerns and unethical behavior, actual or suspected fraud or violation of the companys code of conduct and ethics. Under the said mechanism, employees are free to report violations of applicable laws and regulations and the Code of Conduct. It also provides for adequate safeguards against the victimization of persons who use this mechanism. The Vigil Mechanism/Whistle Blower Policy has been posted on the Companys website at https://vivantaindustries.com/policies/. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. The Company affirms that no director/employee has been denied access to the Chairman of the Audit Committee and that no compliant was received during the year.

24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaints Committee (ICC) has been set up in compliance of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Following are the details of sexual harassment cases for the financial year 2024-25.

S.NO Nature of Complaints	Received	Disposed Off	Pending
1 Sexual Harrasment	No	No	No
2 Workplace Discrimination	No	No	No
3 Child Labour	No	No	No
4 Forced Labour	No	No	No
5 Wages and Salary	No	No	No
6 Other HR issues	No	No	No

25. CORPORATE GOVERNANCE: -

During the period under review, Compliance with the Corporate Governance Provisions as per Regulation 15(2) of the SEBI Listing Regulations are applicable to the Company. Compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V, are applicable to the listed entity as the limits are triggered as mentioned in Regulation 15(2) of the SEBI Listing Regulations. The Corporate Governance Report during the period under review is mentioned in "Annexure-D".

26. AUDITORS: -

(A) STATUTORY AUDITORS:-

The appointment of Statutory Auditors of the company (M/s GMCA & Co., Chartered Accountants) (Firm Registration No.: 109850W) as recommended by Audit Committee and the Board of Directors was approved by the shareholders at the 9^th Annual General Meeting of the company for a term of five (5) years commencing from April 1, 2022 to hold office from the conclusion of the 9^th Annual General Meeting until the conclusion of the 14^th Annual General Meeting.

The Statutory Auditors Report for FY 2024-25 on the financial statement of the Company forms part of this Annual Report. Auditors have expressed their unmodified opinion on the Financial Statements and Standalone Independent Audit report do not contain any qualifications, reservations, adverse remarks, or disclaimer.

The information referred to in the Auditors Report is self- explanatory and does not call for any further comments. The Statutory Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Act, in the year under review.

(B) SECRETARIAL AUDITOR: -

The Board of Directors has approved the appointment of M/s Jitendra Parmar and Asssociates, Practicing Company Secretaries (CP/Firm No.: F11336), Ahmedabad as a Secretarial Auditor at their meeting held on 16^th May, 2025 for conducting the Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report for the financial year 2024-25, in form MR-3, does not contain any qualification, reservation or adverse remark except mentioned below and is annexed to this report as "Annexure-E".

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above except - Compliance of SEBI Circular No: SEBI / HO / DDHS / DDHS - RACPOD1 / P / CIR / 2023 / 172 dated October 19, 2023 i.e. Non filing of Annual Disclosures of Non-applicability of Large Corporate for FY 2024-25.

During the financial year 2024-25, no fraud was reported by the Secretarial Auditors of the Company in their Audit Report.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, is appended to this report as "Annexure-F".

28. INSURANCE: -

All the properties of the Company are adequately insured.

29. ANNUAL LISTING FEE:-

Your Company has paid requisite Annual Listing Fees to BSE Limited (BSE) where its securities are listed.

30. INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

31. PARTICULARS OF EMPLOYEES: -

During the year under review, the Company has not paid any remuneration to its Directors and Key Managerial Personnel requiring disclosure under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, there were no employees whose remuneration exceeded the limits prescribed under Rule 5(2) of the said Rules (i.e., ^1.02 crore per annum or ^8.5 lakh per month, as applicable).

32. DIRECTORS RESPONSIBILITY STATEMENT: -

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act (Act):

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 as at 31^st March, 2025 and of the profit of the Company for the period ended on 31^st March, 2025.

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;

e) The Directors had laid down Internal Financial Controls (IFC) and that such Internal Financial Controls are adequate and have been operating effectively.

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

33. SECRETARIAL STANDARDS:

Your Company is in compliances with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

34. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2024-25 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as "Annexure - G" to this Report.

35. MAINTENANCE OF COST RECORDS:

The Company is not require to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 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.

37. DISCLOSURES OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND TAKING LOANFROM THE BANKS OR FINANCIAL INSTITUTIONS

The Company has not entered into any one-time settlement with Banks or Financial Institutions during the year under review. Accordingly, no disclosures are required in respect of valuation differences at the time of such settlements

38. CAUTIONARY STATEMENT:

Statements in the Directors Report and the Management Discussion and Analysis Report describing the Companys objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Companys operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

39. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

40. DEPOSITORY SYSTEM:

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

41. ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Annual Accounts. The Notes to the Accounts referred to the Auditors Report are self-explanatory and therefore do not call for any further explanation.

42. DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER / PROMOTER GROUP:

Transactions with persons or entities belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company as required under Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the accompanying Financial Statements.

43. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES, 2014 - RULE 11 OF THE COMPANIES ACT, 2013

The Company had used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

44. AMENDMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES, 2014 - RULE 9 OF THE COMPANIES ACT, 2013

In accordance with Rule 9 of the Companies (Management and Administration) Rules, 2014, the Company has designated a Devang Shah, Company Secretary as the responsible person for ensuring compliance with the statutory obligations under the said Rules w.e.f. 31st July, 2025.

45. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

Place: Ahmedabad	By order of the Board,
Date: 01/09/2025	For, Vivanta Industries limited
	Sd/-	Sd/-
	Mr. Parikh H. A.	Mr. Bhatt J.R.
	Managing Director	Director
	DIN:00027820	DIN:03362796