Directors Report of Vinayak Vanijya Ltd.

Mar 31, 2025

Your Board of Directors are pleased to present this 40^th Annual Report and the Company''s Audited Financial Statements for the financial year ended March 31,2025.

1. FINANCIAL HIGHLIGHTS- AT A GLANCEOverall Performance of your Company

The Financial Year 2024-25 has shown improved performance, over the last year, during the year under review. The net profit of your Company stood at Rs. 79,641.80/- in the Financial Year 2024-25 as compared to the net loss of Rs. (22,74,967.21)/- in the Financial Year 2023-24.

The financial summary, performance highlights operations/state of affair of your Company for the year ended 31st March, 2025 along with the previous year''s figures are summarized below:

Amount (In Rs.)
PARTICULARS	Standalone
	For the Year Ended 31st March, 2025	For the Year Ended 31st March, 2024
Income from Business Operations	9,90,850.51	30,26,127.00
Other Income	-	4,632.00
Total Income	9,90,850.51	30,30,759.00
Less: Expenditure except Depreciation	8,36,999.75	61,01,078.44
Profit/Loss before Depreciation and Tax	1,53,850.76	30,70,319.44
Less: Depreciation	44,000.00	46,074.00
Profit/Loss before Tax	1,09,850.76	(31,16,393.44)
Less: Tax Expense	-	-
Less: Deferred Tax	30,208.96	(8,41,426.23)
Add: MAT Credit Entitlement	-	-
Less: Prior Period Taxes	-	-
Net Profit/Loss after tax	79,641.80	(22,74,967.21)
Add: Other Comprehensive Income	-	-
Net Profit/Loss for the period	79,641.80	(22,74,967.21)
Earnings per share:
Basic	0.08	(2.28)
Diluted	0.08	(2.28)

2. RESULTS OF OPERATIONS & STATE OF COMPANY''S AFFAIRS UNDER SECTION 134(3)(i) OF THE COMPANIES ACT, 2013

During the year under review, the total revenue from operations was Rs. 9,90,850.51/- as compared to the last year''s revenue of Rs. 30,26,127/- on standalone basis. Earning before Tax (EBT) for the period is Rs. 1,09,850.76/- as compared to Rs. (31,16,393.44)/- of last fiscal year. Earning After Tax (EAT) stood at Rs. 79,641.80/- as compared to Rs. (22,74,967.21)/- of last fiscal and EPS stood at Rs. 0.08 as compared to Rs. (2.28) of last financial year.

3. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone Financial Statements of the Company for the Financial Year 2023-24 have been prepared as per IND-AS.

4. TRANSFER TO RESERVE UNDER SECTION 134(3)(j) OF THE COMPANIES ACT, 2013

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

5. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT, 2013

The Board of Directors of the Company have not recommended any Dividend on Equity Shares for the year under review.

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

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply.

7. SHARE CAPITAL

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company. As at 31^st March, 2025 the Authorized Share Capital of the Company was Rs.1,00,00,000/- consisting of 10,00,000 Equity Share of Rs.10/- each. The Paid-up Share Capital of the Company as on 31st March, 2025 was Rs. 99,60,000/- consisting of 9,96,000 Equity Share of Rs.10/- each and during the year under report, your Company has not issued any shares under any employee stock option schemes, sweat equity shares or any equity shares with differential rights, as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the year under report.

8. PUBLIC DEPOSITS

During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

9. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT, IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relate and on the date of this report.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year ended 2024-25 the Company has no subsidiary company''s within the meaning of Section 2(87) of the Companies Act, 2013 ("Act") and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiary is mentioned in Form AOC-1 is not applicable.

11. REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements for the year under review.

12. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT,2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31^st March 2025 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available on the Company''s website and can be accessed at https://vinavakvaniiva.com/Annual%20Return.html

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

All Independent Directors have given declarations under Section 149(7) that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Board Report.

15. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, Re-designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

S. No.	Name	Designation	Appointment	Cessation
1.	Mr. Mukhtar Singh (PAN: BCAPS2260R)	Chief Financial Officer	12.08.2024	-
2.	Mr. Mukhtar Singh (DIN: 06525800)	Redesignated as the Wholetime Director (Executive)	12.08.2024
3.	Ms. Priyanka Sisodia (PAN: MANPS9757F)	Chief Financial Officer	21.06.2023	29.06.2024
4.	Ms. Priyanka Sisodia (PAN: MANPS9757F)	Company Secretary & Compliance Officer	29.04.2023	29.06.2024
5.	Ms. Sunayana Anand	Company Secretary & Compliance Officer	30.09.2024	-

The Board places on record its appreciation for the services rendered by Ms. Priyanka Sisodia during her term as Company Secretary & Chief Financial Officer of the Company.

Further during the year under review, no other changes took place in the composition of the Board of Directors of the Company. The composition of the Board of Directors of the Company is in compliance with the applicable norms.

Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

No Independent Director(s) have been appointed on the Board of Directors during the financial year 2024-25. Retirement by Rotation

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1 /3rd should retire by rotation at every Annual General Meeting of the company.

Ms. Sunayana Anand (DIN: 05136792) Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment to the Board of Directors of the Company at the ensuing Annual General Meeting (AGM).

The details of Directors being recommended for appointment / re-appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the accompanying Notice convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking shareholders'' approval are also included in the Notice.

16. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

All Independent Directors have given declarations under Section 149 (7) that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

17. NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

During the financial year ended on March 31,2025, Seven (7) Board Meetings were held. The dates on which the Board meetings were held are 25.04.2024, 29.05.2024, 29.06.2024, 12.08.2024, 30.09.2024, 09.11.2024 and 10.02.2025. The maximum interval between any two meetings didn''t exceed 120 days, as prescribed in the Companies Act, 2013.Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on March 28, 2025 to discuss and review the performance of all other non- independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Audit Committee of the Company comprises of Mr. Bhupender Singh (Chairperson), Mrs. Ruchi Chordia and Ms. Sunayana Anand as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of Mrs. Ruchi Chordia (Chairperson), Mr. Bhupender Singh and Ms. Sunayana Anand as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders'' Relationship Committee of the Company comprises of Mrs. Ruchi Chordia (Chairperson), Mr. Bhupender Singh and Ms. Sunayana Anand as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

VIGIL MECHANISM

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 & 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism / whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The Vigil Mechanism policy is uploaded on the website of the Company and can be accessed at https://www.vinavakvaniiva.com/invester.html.

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

19. BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013

The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the NonIndependent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

20. STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORSSTATUTORY AUDITORS

M/s. Sanjeev Bimla & Associates, Chartered Accountants (Firm Registration No. 008840N)) were re-appointed as Statutory Auditors of the company at the 38th Annual General Meeting (AGM) held on September 14, 2023, for a period of five years till the conclusion of 43rd Annual General Meeting (AGM) to be held in the year 2028 pursuant to Section 139 of the Companies Act, 2013.

Directors'' Comments on the report of Statutory Auditor under Section 134(3)(F)(I) of the Companies Act, 2013

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and in the opinion of the Directors do not call for any further comments.

a. The Company has not provided the valuation report of the unquoted shares of investments as required by IND AS 109, hence we are in no position to comment on the correctness of the valuation of the said shares, as such the company is in violation of the IND - AS.

Mgt. Reply: These are old investments and getting them valued at regular intervals & there is no material variation since the last valuation done for the investments.

b. The NBFC license of the company dated 03.03.1998, stands cancelled vide order dated 14.09.2018, further the company has lost its appeal with the Appellate authority of the NBFC Registration vide order dated 04.06.2020. This will adversely affect the operations of the company.

Mgt. Reply: In our opinion, it will not impact the status of going concern of the company, as besides NBFC object as main object, company has other main objects, which company has started accessing & implementing.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms. Preeti Mittal (Membership No. -F12900 CP No. - 17079) Proprietor of M/s Jain P & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to conduct the secretarial audit of the Company for the Financial Year 2024-25.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2024-25 as submitted by Secretarial Auditor in Form MR-3 is annexed as "Annexure -1" and forms part of this Report.

The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer and is self-explanatory.

ANNUAL SECRETARIAL COMPLIANCE REPORT

During the year, provisions of Section 24A of the SEBI (Listing Obligations and Disclosure) Regulations, 2015 are not applicable on the Company.

INTERNAL AUDITOR

The Company had appointed Ms. Sunayana Anand as the Internal Auditor of the Company to carry out the Internal Audit Functions.

The Company has well established internal control system and procedures and the same has been working effectively throughout the year.

COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service. Therefore, no requirement of Appointment of Cost Auditor arises.

21. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143 (12) of Companies Act, 2013 and Rules framed thereunder.

22. SECRETARIAL STANDARDS

The Board of Directors of the company state that, during the year under review the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Board Meetings and General Meetings respectively have been duly followed by the Company.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan(s) or guarantee(s) and has not made any investment(s) covered under the provision of the Section 186 of the Companies Act, 2013 during the year under review.

24. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION188 OF THE COMPANIES ACT, 2013

During the financial year 2024-25, the Company has not entered into any contracts/arrangements/ transactions with related parties which could be considered material in accordance with the Company''s Policy on Materiality of Related Party Transactions. All the transactions made on arm''s length basis are being reported in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as "Annexure-II" and forms part of this Report.

25. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT, IF ANY UNDER SECTION 134(3) (l) OF THE COMPANIES ACT, 2013

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relates and on the date of this report.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

To the best of the Management''s knowledge, there has been no material order passed by any regulator or Court or Tribunal impacting the Going Concern status of the Company''s operations.

27. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2024-25, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

28. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there has been no one time settlement of loan taken from Bank & Financial Institution.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

Sl. No.	Conservation of energy	Remarks
1.	the steps taken or impact on conservation of energy	NIL
2.	the steps taken by the company for utilizing alternate sources of energy	NIL
3.	the capital investment on energy conservation equipment	NIL
Sl. No.	Technology absorption	Remarks
1.	the efforts made towards technology absorption	NIL
2.	the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
3.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NIL
4.	the details of technology imported	NIL
5.	the year of import	NIL
6.	whether the technology been fully absorbed	NIL
7.	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
8.	the expenditure incurred on Research and Development	NIL

Sl. No.	Foreign exchange earnings and Outgo	Remarks
1.	The Foreign Exchange earned in terms of actual inflows during the year	NIL
2.	The Foreign Exchange outgo during the year in terms of actual outflows	NIL
Further, there were no foreign exchange earnings and outgo during the year under review.

30. RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.

31. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES UNDER SECTION 134(3)(o) OF THE COMPANIES ACT, 2013

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable to the company for the period under review.

32. EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has not allotted any Equity Shares to any employees of the Company under ESOP.

33. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

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

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013" and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.

Number of complaints received	Number of complaints disposed of	Number of complaints pending more than ninety days	Number of workshops or awareness programme against sexual harassment
NIL	NIL	NIL	NIL

34. CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI (LODR) Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Company''s Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31st March, 2025 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the company''s policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization''s risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

36. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives and staff of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

37. PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURE

The Particulars of remuneration of Employees during the year 2024-25 pursuant to the provisions of Section 197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an "Annexure-III" and forms part of this Report.

Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Nil

(ii) The percentage increase/(Decrease) in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Director (Nil) KMP (1.7)

(iii) The percentage increase in the median remuneration of employees in the financial year; Nil %

(iv) The number of permanent employees on the rolls of company; 03 (Three)

(v) a) Average percentile increase already made in the salaries of employees other than the managerial personnel

in the last financial year; Nil and its comparison with the

b) Percentile increase in the managerial remuneration Nil

c) Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; there was No Exceptional increase in the Managerial Remuneration.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in "Annexure-III" and forms part of this Report.

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company.

38. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc. The same can be assessed at https://https://www.vinavakvaniiva.com/invester.html.

39. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of SEBI (LODR) Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors of the Company. The web link of the same is https://www.vinavakvaniiva.com/Code%20of%20conduct%20and%20policies/Familarisation%20Programme.pdf

40. ANNUAL LISTING FEES/CHARGES

The equity shares of the Company are presently listed at BSE Limited. All statutory dues including Annual Listing Fees for the Financial Year 2024-25 has been paid by the Company.

41. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has framed a Code of Conduct for all Board Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

42. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 & Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

43. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

44. DIRECTOR''S RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

In terms of Section 134(5) of the Companies Act 2013, the Directors, would like to state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have 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 & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & 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 & detecting fraud & other irregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by the Company and such controls are adequate and are 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.

45. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Issue of shares (including sweat equity shares and Employees'' Stock Options Schemes) to employees of the Company under any scheme.

iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

iv) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

v) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

46. DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year under review.

47. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961 No such requirement during the year under review.

48. ACKNOWLEDGEMENT AND APPRECIATIONS

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including Financial Institutions, Banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Company''s performance and for enhancing its inherent strength. Your directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.

---

Mar 31, 2024

Your Board of Directors are pleased to present this 39^th Annual Report and the Company''s Audited Financial Statements
for the financial year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS- AT A GLANCE

Overall Performance of your Company

The Financial Year 2023-24 has not been fortunate enough for the Company as your Company has shown a
conventional performance during the year under review.

The net loss of your Company is Rs. (22,74,967.21)/- in the Financial Year 2023-2024 as compared to a net loss
of Rs. (2,81,771.97)/- in the Financial Year 2022-2023.

The financial summary, performance highlights operations/state of affair of your Company for the year
ended 31st March, 2024 along with the previous year''s figures are summarized below:

Amount (In000''s)

PARTICULARS	Standalone
	For the Year Ended 31st March, 2024	For the Year Ended 31st March, 2023
Income from Business Operations	3,026.13	1,115.32
Other Income	4.63	41.80
Total Income	3,030.76	1,157.12
Less: Expenditure except Depreciation	6,101.08	1,531.43
Profit/Loss before Depreciation and Tax	(3,070.32)	(3,74.31)
Less: Depreciation	46.07	11.68
Profit/Loss before Tax	(3,116.39)	(3,85.99)
Less: Tax Expense	-	-
Less: Deferred Tax	(841.43)	(104.22)
Add: MAT Credit Entitlement	-	-
Less: Prior Period Taxes	-	-
Net Profit/Loss after tax	(2,274.97)	(281.77)
Add: Other Comprehensive Income
Net Profit/Loss for the period	(2,274.97)	(281.77)
Earnings per share:
Basic	(2.28)	(0.28)
Diluted	(2.28)	(0.28)

2. RESULTS OF OPERATIONS & STATE OF COMPANY''S AFFAIRS UNDER SECTION 134(3)(i) OF THE
COMPANIES ACT, 2013

During the year under review, the total revenue from operations was Rs. 3,026,127/- on standalone basis as
compared to the last year''s revenue of Rs. 11,15,319 /- on standalone basis. Earning before Tax (EBT) for the
period is Rs. (31,16,393.44 /-) as compared to Rs.(385989)/- of last fiscal year. Earning After Tax (EAT) stood at
Rs. (22,74,967.21/-) as compared to Rs.(2,81,771.97)/- of last fiscal and EPS stood at Rs.(2.28) as compared to
Rs. (0.28) of last financial year.

3. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs
(MCA), Standalone Financial Statements of the Company for the Financial Year 2023-24 have been prepared as
per IND-AS.

4. TRANSFER TO RESERVE UNDER SECTION 134(3)(j) OF THE COMPANIES ACT, 2013

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

5. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT, 2013

Your company has reported losses for the year under review; hence the Board of Directors of the Company have
not recommended any Dividend on Equity Shares for the year under review.

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

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125
of the Companies Act, 2013 do not apply.

7. SHARE CAPITAL

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company.
As at 31st March, 2024 the Authorized Share Capital of the Company was Rs.1,00,00,000/- consisting of 10,00,000
Equity Share of Rs.10/- each. The Paid-up Share Capital of the Company as on 31st March, 2024 was Rs.99,60,000/
- consisting of 9,96,000 Equity Share of Rs. 10/- each and during the year under report, your Company has not
issued any shares under any employee stock option schemes, sweat equity shares or any equity shares with
differential rights, as to dividend, voting or otherwise. Further, the Company has not bought back its own securities,
during the year under report.

8. PUBLIC DEPOSITS

During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of
the Act read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or
interest was outstanding as on the Balance Sheet date.

9. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OFTHIS
REPORT, IF ANYUNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

There were no material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year of the Company to which this financial statement relate and on the date of
this report.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year ended 2023-24 the Company has no subsidiary company''s within the meaning of Section
2(87) of the Companies Act, 2013 ("Act") and there are no associates or joint venture companies within the
meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to the provisions of Section 129(3) of the
Act, a statement containing the salient features of financial statements of the Company''s subsidiary is mentioned
in Form AOC-1 is not applicable.

11. REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements for the year under review.

12. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT,2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2024
in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management
and Administration) Rules, 2014 is available on the Company''s website and can be accessed at
https://vinayakvaniiya.com/Annual%20Return.html

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
COMPANIES ACT, 2013

All Independent Directors have given declarations under section 149(7) that they meet the criteria of Independence
as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI
(Listing Obligation & Disclosure Requirement) Regulation, 2015.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of
this Board Report.

14. CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, Re-designation,
Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

S. No.	Name	Designation	Appointment	Cessation
1.	Mr. Mukhtar Singh (PAN: BCAPS2260R)	Chief Financial Officer	01.09.2022	21.06.2023
2.	Mr. Raj Tiwari (DIN:08286145)	Non-Executive Director	02.09.2022	05.02.2024
3.	*Ms. Priyanka Sisodia (PAN: MANPS9757F)	Chief Financial Officer	21.06.2023	29.06.2024
4.	**Ms. Priyanka Sisodia (PAN: MANPS9757F)	Company Secretary & Compliance officer	29.04.2023	29.06.2024

The Board places on record its appreciation for the services rendered by Mr. Raj Tiwari during his term as Non¬
Executive Director.

Note:

*Ms. Priyanka Sisodia resigned from the post of Chief Financial Officer on 29.06.2024 i.e., after the closure of
Financial Year 2023-24.

**Ms. Priyanka Sisodia resigned from post of Company Secretary & Compliance Officer of the Company on
29.06.2024 i.e., after the closure of Financial Year 2023-24.

*** Mr. Mukhtar Singh (DIN: 06525800), re-designated/appointed as Whole Time Director (Category: Executive)
of the Company w.e.f. 12 August, 2024 for a term of five consecutive years subject to shareholders approval at the
ensuing Annual General Meeting of the Company.

**** Mr. Mukhtar Singh (PAN: BCAPS2260R) was appointed as Chief Financial Officer w.e.f 12 August, 2024
Further during the year under review, no other changes took place in the composition of the Board of Directors of
the Company. The composition of the Board of Directors of the Company is in compliance with the applicable
norms.

Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the
independent directors appointed during the year

No Independent Director(s) have been appointed on the Board of Directors during the financial year 2023-24.
Retirement by Rotation

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by
rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors
of the public company should be liable to retire by rotation and out of such directors, 1 /3rd should retire by rotation
at every Annual General Meeting of the company.

Ms. Sunayana Anand (DIN: 05136792) Director will be retiring by rotation at the ensuing Annual General Meeting
and being eligible, offers herself for re-appointment. The Board recommends her re-appointment to the Board of
Directors of the Company at the ensuing Annual General Meeting (AGM).

The details of Directors being recommended for appointment / re-appointment as required under Regulation 36 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the accompanying
Notice convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking shareholders''
approval are also included in the Notice.

16. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
COMPANIES ACT, 2013

All Independent Directors have given declarations under Section 149(7)that they meet the criteria of Independence
as laid down under Section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI
(Listing Obligation & Disclosure Requirement) Regulation, 2015.

17. NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

During the financial year ended on March 31,2024, Seven (7) Board Meetings were held. The dates on which the
Board meetings were held are 29.04.2023, 30.05.2023, 21.06.2023, 11.08.2023, 27.10.2023, 14.12.2023 and
07.02.2024. The maximum interval between any two meetings didn''t exceed 120 days, as prescribed in the
Companies Act, 2013.Further, details of the meetings of the Board and its Committees are given in the Corporate
Governance Report, which forms part of the Annual Report.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on March 11,
2024 to discuss and review the performance of all other non- independent Directors, Chairperson of the Company
and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the
Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies
Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation,
2015. The Audit Committee of the Company comprises of Mr. Bhupender Singh (Chairperson), Mrs. Ruchi Chordia
and Ms. Sunayana Anand as Members. During the year, all the recommendations made by the Audit Committee
were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part
of this Annual Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section
178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation &Disclosure
Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of
Mrs. Ruchi Chordia (Chairperson), Mr. Bhupender Singh and Ms. Sunayana Anand as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of
this Annual Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee of the Company is constituted in line with the provisions of section
178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015. The Stakeholders'' Relationship Committee of the Company comprises of Mrs.
Ruchi Chordia (Chairperson), Mr. Bhupender Singh and Ms. Sunayana Anand as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of
this Annual Report.

VIGIL MECHANISM

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions
of section 177 of the Companies Act, 2013 to be read with Regulation 18 &22 of the SEBI (Listing Obligation &
Disclosure Requirement) Regulation, 2015.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the
Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement)
Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company
has adopted a Policy on Vigil Mechanism / whistle blower policy. Protected disclosures can be made by a whistle
blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The
Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower
on a quarterly basis. The Vigil Mechanism policy is uploaded on the website of the Company and can be accessed
at https://www.vinayakvaniiya.com/invester.html.

During the year under review, no protected disclosure concerning any reportable matter in accordance with the
Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

19. BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013

The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own
performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states
that performance evaluation of the Independent Director shall be done by Directors excluding the Director being
evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down
by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was
carried out through a structured evaluation process to judge the performance of individual Directors. They were
evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership
qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding
the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation
of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Non
Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation
process and approved the evaluation results thereof.

20. STATUTORY AUDITOR& SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION
ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

STATUTORY AUDITORS

M/s. Sanjeev Bimla & Associates, Chartered Accountants (Firm Registration No. 008840N) were re-appointed
as Statutory Auditors of the company at the 38th Annual General Meeting (AGM) held on September 14, 2023, for
a period of five years till the conclusion of 43rdAnnual General Meeting (AGM) to be held in the year 2028
pursuant to Section 139 of the Companies Act, 2013.

Directors'' Comments on the report of Statutory Auditor under Section 134(3)(F)(I) of the Companies Act, 2013

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and in the opinion of the
Directors do not call for any further comments.

a. The Company has not provided the valuation report of the unquoted shares of investments as required by IND
AS 109, hence we are in no position to comment on the correctness of the valuation of the said shares, as
such the company is in violation of the IND - AS.

Mgt. Reply: These are old investments and getting them valued at regular intervals & there is no material
variation since the last valuation done for the investments.

b. The NBFC license of the company dated 03.03.1998, stands cancelled vide order dated 14.09.2018, further
the company has lost its appeal with the Appellate authority of the NBFC Registration vide order dated
04.06.2020. This will adversely affect the operations of the company.

Mgt. Reply: In our opinion, it will not impact the status of going concern of the company, as besides NBFC
object as main object, company has other main objects, which company has started accessing & implementing.

c. The Note No. 33 to the accompanying financial statements with regard to management''s evaluation of
uncertainty due to outbreak of COVID-19 and its impact on future operation of the Company. Our opinion is
not modified in respect of this matter and we concur with the view of the management on the impact of covid-
19 on the company.

Mgt. Reply: Above is self-explanatory and need no elaboration & Comments.

d. The company has not complied with Section 15 of the MSME Act, 2006, on various accounts thereby liable to
disallowances under sec 43B (h) of the Income Tax Act, 1961.

Mgt. Reply: Company has made payments to the vendors as per the agreed terms and nothing is pending to
be paid as overdue payment as on March 31,2024.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms. Preeti Mittal (Membership
No. -F12900 CP No. - 17079) Proprietor of M/s Jain P & Associates, Practicing Company Secretaries as Secretarial
Auditor of the Company to conduct the secretarial audit of the Company for the Financial Year 2023-24.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2023-24 as submitted by Secretarial Auditor in Form MR-3 is annexed as
"Annexure - A and forms part of this Report".

The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer
and is self-explanatory.

The trading in Securities of the Company at BSE Limited was suspended since 2002 and has remained suspended
during the F.Y. 2023-24.

Mgt. Reply: The Company has received in-principal approval from BSE Limited for the revocation of suspension
in trading of Securities of the Company on 24.01.2024.

Further, BSE Limited vide their Notice No. 20240509-3 dated 09.05.2024, revoked the suspension of trading in
Equity Shares of the Company w.e.f. 17.05, 2024. Revocation of Suspension Notice No. 20240509-3 dated
May 09, 2024 as received from BSE Limited is available at https://www.bseindia.com/markets/Marketlnfo/
DispNewNoticesCirculars.aspx?page=20240509-3

ANNUAL SECRETARIAL COMPLIANCE REPORT

During the year, provisions of Section 24A of the SEBI (Listing Obligations and Disclosure) Regulations, 2015 are
not applicable on the Company.

INTERNAL AUDITOR

The Company had appointed Ms. Sunayana Anand as the Internal Auditor of the Company to carry out the
Internal Audit Functions.

The Company has well established internal control system and procedures and the same has been working
effectively throughout the year.

COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148
(1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost
accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service.
Therefore, no requirement of Appointment of Cost Auditor arises.

21. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the
Audit Committee and/or Board under Section143 (12) of Companies Act, 2013 and Rules framed thereunder.

22. SECRETARIAL STANDARDS

The Board of Directors of the company state that, during the year under review the applicable Secretarial Standards,
i.e. SS-1 and SS-2, relating to Board Meetings and General Meetings respectively have been duly followed by the
Company.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Company has not given any loan(s) or guarantee(s) and has not made any investment(s) covered under the
provision of the Section 186 of the Companies Act, 2013 during the year under review.

24. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION188 OF
THE COMPANIES ACT, 2013

During the financial year 2023-24, the Company has not entered into any contracts/arrangements/ transactions
with related parties which could be considered material in accordance with the Company''s Policy on Materiality of
Related Party Transactions. All the transactions made on arm''s length basis are being reported in Form No.
AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 is annexed as "Annexure-ll" and forms part of this Report.

25. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS
REPORT, IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

There were no material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year of the Company to which this financial statement relate and on the date of
this report.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

To the best of the Management''s knowledge, there has been no material order passed by any regulator or Court
or Tribunal impacting the Going Concern status of the Company''s operations.

27. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

During the Financial Year 2023-24, there was no application made and proceeding initiated /pending under the
Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the
Insolvency and Bankruptcy Code, 2016.

28. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there has been no one time settlement of loan taken from Bank & Financial
Institution.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUT-GO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

The requisite information with regard to conservation of energy, technology absorption and foreign exchange
earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts)
Rules, 2014 is given below:

Sl. No.	Conservation of energy	Remarks
1.	the steps taken or impact on conservation of energy	NIL
2.	the steps taken by the company for utilizing alternate sources of energy	NIL
3.	the capital investment on energy conservation equipment	NIL

Sl. No.	Technology absorption	Remarks
1.	the efforts made towards technology absorption	NIL
2.	the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
3.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NIL
4.	the details of technology imported	NIL
5.	the year of import	NIL
6.	whether the technology been fully absorbed	NIL
7.	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
8.	the expenditure incurred on Research and Development	NIL

Sl. No.	Foreign exchange earnings and Outgo	Remarks
1.	The Foreign Exchange earned in terms of actual inflows during the year	NIL
2.	The Foreign Exchange outgo during the year in terms of actual outflows	NIL

Further, there were no foreign exchange earnings and outgo during the year under review.

30. RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the
Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper
check in normal course of its business regarding risk management. Currently, the company does not identify any
element of risk which may threaten the existence of the company.

31. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES UNDER SECTION 134(3)(o) OF THE COMPANIES
ACT, 2013

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social
Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable
to the company for the period under review.

32. EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has not allotted any Equity Shares to any employees of the Company
under ESOP.

33. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT ATWORKPLACE

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

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal)
Act, 2013" and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at
its workplaces. During the year, no complaints were filed with the Company.

Number of complaints received	Number of complaints disposed of	Number of complaints pending more than ninety days	Number of workshops or awareness programme against sexual harassment
NIL	NIL	NIL	NIL

34. CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI (LODR) Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a
separate section on corporate governance practices followed by the company, together with the certificate from
the Practicing Company Secretary confirming compliance forms an integral part of this Report.

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size,
scale and complexity of its operation. The system encompasses the major processes to ensure reliability of
financial reporting, compliance with policies procedures, laws, and regulations, safeguarding of assets and
economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of
the Company''s Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the
Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the
Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and
such Controls over Financial Reporting were operating effectively as on 31st March, 2024 based on the internal
control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business
and adherence to the company''s policies, prevention and detection of frauds and errors, accuracy & completeness
of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the
Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the organization''s risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also
meet the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial
reporting system and compliance to accounting policies and procedures followed by the Company.

36. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives and staff of the
Company for their hard work, dedication and commitment. During the year under review, relations between the
Employees and the Management continued to remain cordial.

36. PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURE

The Particulars of remuneration of Employees during the year 2023-24 pursuant to the provisions of Section 197,
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as
an "Annexure-III" and forms part of this Report.

Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014:

The ratio of the remuneration of each director to the median remuneration of the employees of the company for
the financial year; Nil

(ii) The percentage increase/(Decrease) in remuneration of each director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in the financial year; Director (Nil) KMP (10.17)

(iii) The percentage increase in the median remuneration of employees in the financial year; Nil%

(iv) The number of permanent employees on the rolls of company; 05 (Five)

(v) a) Average percentile increase already made in the salaries of employees other than the managerial personnel

in the last financial year; Nil and its comparison with the

b) Percentile increase in the managerial remuneration Nil

c) Justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration; there was No Exceptional increase in the Managerial Remuneration

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 Disclosure of Top Ten Employees in terms of remuneration drawn and the name of
every employee is given in "Annexure-III" and forms part of this Report.

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as
adopted by the company.

38. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination & Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy
contains, inter-alia, directors'' appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a Director, etc. The same can be assessed at https://https://www.vinayakvanijya.com/
invester.html.

39. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of SEBI (LODR) Regulations, 2015, the Board has
framed a policy to familiarize the Independent Directors of the Company. The web link of the same is
https://www.vinayakvaniiya.com/Code%20of%20conduct%20and%20policies/Familarisation%20Programme.pdf

40. ANNUAL LISTING FEES/CHARGES

The equity shares of the Company are presently listed at BSE Limited. All statutory dues including Annual Listing
Fees for the Financial Year 2024-25 has been paid by the Company.

41. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has framed a Code of Conduct for all Board Members and Senior Management Personnel
as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.Additionally,
all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies
Act, 2013 to be read with SEBI Listing Regulations, 2015.

42. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished
Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015&Code
of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI
(Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance
with the Code of Conduct.

43. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF
SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the
Company.

44. DIRECTOR''S RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

In terms of Section 134(5) of the Companies Act 2013, the Directors, would like to state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have 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 &
estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company
at the end of the financial year and of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & 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 &
detecting fraud & other irregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by the Company and such controls are
adequate and are 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.

45. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there
were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Issue of shares (including sweat equity shares and Employees'' Stock Options Schemes) to employees of the
Company under any scheme.

iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

iv) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit
of employees.

v) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing
Director of the Company.

46. DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year under review.

47. ACKNOWLEDGEMENT AND APPRECIATIONS

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the
various stake holders including Financial Institutions, Banks, Governmental authorities and other business
associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered
by the employees at all levels of the Company, who have contributed significantly towards Company''s performance
and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and
support extended by our valued stakeholders.

For and on behalf of the Board
Vinayak Vanijya Limited

Date:12.08.2024 Sunayana Anand Mukhtar Singh

Place: New Delhi Chairperson & Director Director

DIN: 05136792 DIN:06525800