2. BUSINESS OPERATION AND REVIEW

The key aspects of your Company''s performance during the
financial year 2025-26 are as follows:

A. Revenue:

Total revenue of your Company for FY 2025-26 stood at
J51,432.37 Lakhs as against J39,663.40 Lakhs for FY 2024¬
25 marking an increase of 29.67%. This revenue growth
was contributed by increase in Order inflow and timely
execution of the same

B. Operating and Administrative Expenses:

Operating and administrative expenses (comprising of
cost of material consumed, employee cost and other
administrative expenses) during FY 2025-26 were
J47,585.38 Lakhs, an increase of 26.95% over the previous
year figure of J37,482.17 Lakhs.

C. Depreciation and Amortization Expenses:

Depreciation and amortization expenses during FY 2025¬
26 were J703.61 Lakhs, an increase of 24.21% over the
previous year''s figure of J566.49 Lakhs, mainly on account
of addition to Plant & machinery.

D. Finance Cost:

Finance costs increased by 16.65 % in FY 2025-26 (J1,559.16
Lakhs as against J1336.58 Lakhs in FY 2024-25).

The Company operates only in one business segment i.e.
manufacture, sale and service of electronics PCBA for various
sectors, and hence does not have any reportable segment as
per Indian Accounting Standard 108 "operating segments".

Your Company achieved a consolidated total income of
J 51,799.61 Lakh during the current year as against J40.015.12
lakhs in the corresponding financial year ended 31 March,
2025. EBITDA for the year stood at J6476.99 lakhs compared

to Rs 4436.02 lakhs for the previous corresponding year. The
Profit after exceptional item and before tax for the period
stood at Rs 4,214.22 lakhs as against Rs 2,532.95 lakhs during
the corresponding year. Net Profit for the year stood at Rs
3,086.83 Lakhs in the current financial year compared to Rs
1,942.32 lakhs in the previous year.

3. RESERVE & SURPLUS:

The Board of Directors have decided to retain the entire amount
of profit under Retained Earnings. Accordingly, your Company
has not transferred any amount to General Reserves for the year
ended 31 March, 2026.

4. CHANGE IN THE NATURE
OF BUSINESS:

The Company did not commence any new business nor
discontinued/sold or disposed of any of its existing businesses
and also did not hive off any segment or division during the year.
Also, there has been no change in the nature of business carried
on by the Company''s associate during the year under review.

5. MATERIAL CHANGES AFFECTING
THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and commitments
affecting the financial position of the company, which have
occurred between the end of the financial year and up to the
date of the report.

6. DIVIDEND:

The Board does not recommend any dividend on the equity
shares of the Company for the financial year 2025-2026.

7. DIVIDEND DISTRIBUTION POLICY:

Your Company has in place the Dividend Distribution Policy
for the purpose of declaration and payment of dividend in
accordance with the provisions of the Companies Act, 2013
(the "Act") and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(the "Listing Regulations"). The Dividend Distribution Policy is
available on the website of the Company at https://vinyasit.com/

8. SHARE CAPITAL OF THE COMPANY:

A. Authorized Share Capital

The authorized share capital of the Company as on
31 March, 2026 is 15,00,00,000 (Rupees Fifteen Crore Only)
divided into 1,50,00,000 (One crore fifty lakh) Equity Shares
of J10/- (Rupees Ten only) each.

B. Paid-up Share Capital

The paid-up Equity share capital of the Company as on
31 March, 2026 is J12,58,47,260 (Twelve Crore fifty-eight
lakhs, forty-seven thousand two hundred sixty only)
divided into 1,25,84,726 (One Crore twenty-five eighty-
four thousand seven hundred twenty-six only) equity
shares of J10/- (Rupees Ten Only)

9. PREFERENTIAL ALLOTMENT:

a) During the financial year under review, the Company raised
funds by way of preferential issue of warrants convertible
into equity shares, pursuant to the applicable provisions
of Sections 42 and 62(1)(c) of the Companies Act, 2013
read with the rules made thereunder, the Securities and
Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 ("SEBI ICDR Regulations"),
as amended, and other applicable laws.

Pursuant to the approval of the Members of the Company and
receipt of the requisite in-principle approval from the National
Stock Exchange of India Limited, the Board of Directors of the
Company, on 3 September, 2025, allotted 13,64,000 (Thirteen
Lakh Sixty-Four Thousand) warrants, convertible into an
equivalent number of fully paid-up equity shares of face value
of ?10/- each, on a preferential basis to persons belonging to
the Promoter and Non-Promoter categories.

The Warrants were issued at a price of ?1,100/- per Warrant,
including a premium of ?1,090/- per Warrant, aggregating
to an issue size of ?150.04 Crore.

Each Warrant carries a right to subscribe to one fully paid-
up equity share of the Company of face value of ?10/- each
upon payment of the balance consideration, as applicable,
and exercise of the option by the respective Warrant holder
within a period of 18 months from the date of allotment,
in accordance with the applicable provisions of the SEBI
ICDR Regulations.

The proceeds from the preferential issue are intended to
be utilised towards the objects approved by the Members
of the Company, including working capital requirements,
capital expenditure and general corporate purposes, in
accordance with the terms of the issue and applicable
regulatory requirements.

The utilisation of the proceeds of the preferential issue
is being monitored in accordance with the applicable
provisions of the SEBI ICDR Regulations and other
applicable regulatory requirements. During the year
under review, the proceeds received by the Company
were utilised towards the stated objects of the issue and
there was no deviation or variation in the utilisation of the
proceeds from the objects for which the funds were raised.

The Warrants remaining unconverted as at 31 March, 2026
shall continue to be eligible for conversion into Equity
Shares upon payment of the balance consideration by the
respective Warrant holders and exercise of their conversion
rights within the period prescribed under the SEBI ICDR
Regulations and the terms of the preferential issue.

10. BONUS ISSUE:

During the year, the Company has not issued any bonus shares.

During the year no directors and Key Managerial Personnel were
appointed to the board.

Pursuant to the provisions of Section 152 of the Companies Act,
2013 Mr. Sumukh Narendra (DIN: 08119005) will retire by rotation
at the Twenty Fifth (25^th) Annual General Meeting and being
eligible, has offered himself for re-appointment.

None of the Directors of the Company are disqualified under
Section 164(2) of the Companies Act, 2013.

Key Managerial Personnel (‘KMP’):

I n terms of the provisions of Sections 2(51) and 203 of the
Companies Act, 2013 (''the Act''), the following are the KMPs of
the Company:

• Mr. Narendra Narayanan, Chairman & Managing Director

• Mr. T R Srinivasan, Whole Time Director

• Mr. Sumukh Narendra, Whole Time Director

• Mr. Amitava Majumdar, Chief Financial Officer

• Mr. Subodh M R, Company Secretary & Compliance Officer

12. DECLARATION BY INDEPENDENT
DIRECTORS:

Directors who are independent Directors, have submitted a
declaration as required under section 149(7) of the Act that each
of them meets the criteria of Independence as provided in sub
Section (6) of Section 149 of the Act and under regulation 16
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended from time to time and there has
been no change in the circumstances which may affect their
status as Independent Director during the year. In the opinion
of the Board, the independent directors possess appropriate
balance of skills, experience and knowledge, as required.

Further, in terms of Section 150 of the Companies Act, 2013 read
with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the Company have
confirmed that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs (IICA).

13. DETAILS OF MEETINGS OF BOARD
OF DIRECTORS:

A. Board of Directors:

During the financial year 2025-26, 6(Six) Meetings of the
Board of Directors were held on 29-05-2025, 30-06-2025,
02-09-2025. 03-09-2025, 05-11-2025, 05-02-2026.

The details of meetings attended by the Directors are
as follows:

B. Audit Committee of Board of Directors:

As a measure of good Corporate Governance and to provide
assistance to the Board of Directors in overseeing the
Board''s responsibilities, an Audit Committee was formed
as a sub-committee of the Board. The Committee is in line
with the requirements of Section 177 of the Companies
Act, 2013 and Regulation 18 of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015.

The terms of reference of the Audit Committee covers all
matters specified in Part C of Schedule II of Regulation 18 (3)
of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and also those specified in Section 177
of the Companies Act, 2013.

The composition and attendance of the members for
the Audit Committee Meetings held during the year are
as follows:

The Meetings of Audit Committee were held on 29-05¬
2025, 02-09-2025, 05-11-2025, 05-02-2026.

C. Nomination and Remuneration Committee:

In compliance with Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 read with
Section 178 of the Companies Act, 2013, the Board has
constituted the "Nomination and Remuneration Committee".

The composition of the Nomination & Remuneration
Committee & attendance in the meetings for the financial
year 2025-26 was as follows:

The Meetings of Nomination & Remuneration Committee
were held on 02-09-2026.

D. Stakeholders Relationship Committee

In compliance with the provisions of Section 178 of the
Companies Act, 2013 and Regulation 20 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations,
2015, the Board has constituted the "Stakeholders''
Relationship Committee"

The Stakeholders'' Relationship Committee has been formed
for the effective redressal of the investors'' complaints and
reporting of the same to the Board periodically.

The Stakeholders'' Relationship Committee meeting
was held on 29-05-2025 during the year. The details of
attendance of the Committee Members in the meeting
are given below:

E. Corporate Social Responsibility Committee:

In compliance with the provisions of Section 135 of the
Companies Act, 2013, the Board has constituted Corporate
Social Responsibility (CSR) Committee.

The details of attendance of the Committee Members in
the meeting are given below:

The Meetings of Corporate Social Responsibility Committee
were held on 02-09-2025 & 09-03-2026.

14. EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17 read with Part D of Schedule II to the Listing
Regulations, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually
as well as the evaluation of the working of its Committees, on
the basis of attendance, contribution towards development of
the Business and various other criteria as recommended by the
Nomination and Remuneration Committees, experience and
expertise, performance of specific duties and obligations etc.
were carried out. The Directors expressed their satisfaction with
the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances
of Executive and Non - Executive Directors were evaluated in terms
of their contribution towards the growth and development of the
Company. The achievements of the targeted goals were evaluated,
the outcome of which was satisfactory for all the Directors of
the Company.

15. VIGIL MECHANISM:

Your Company has formulated and published a Whistle
Blower Policy to provide a mechanism ("Vigil Mechanism")
for employees including directors of the Company to report
genuine concerns. The provisions of this policy are in line with
the provisions of the Section 177 (9) of the Act. The Whistle
Blower Policy (Vigil Mechanism) is uploaded on the Company
web link: https://vinvasit.com/wp-content/uploads/2023/10/8.
Vigil-Mechanism.pdf.

16. COMPANY’S POLICY RELATING
TO DIRECTORS’ APPOINTMENT,
PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES:

Your Company has formulated and published The Nomination
& Remuneration Policy for Directors, key Managerial Personnel
and Senior Management The provisions of this policy are in
line with the provisions of Section 178(1) of the Act. The Policy
is uploaded on the website of the company. The web link is
https://vinyasit.com/wp-content/uploads/2023/10/6.
Nomination-and-Remuneration-policy.pdf.

17. DIRECTORS’ RESPONSIBILITY
STATEMENT:

Pursuant to the requirements under Section 134, sub-section

3(c) and sub-section 5 of the Companies Act, 2013, the Board of

Directors, to the best of their knowledge and ability, state and

confirm that:

a. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed, along with
proper explanation relating to material departures;

b. Such Accounting Policies have been selected and applied
consistently and judgements and estimates have been
made that are reasonable and prudent to give a true and
fair view of the Company''s state of affairs as on 31 March,
2026 and of the Company''s profit or loss for the year ended
on that date.

c. Proper and sufficient care has been taken for the
maintenance of adequate accounting records, in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

d. The annual financial statements have been prepared on a
Going Concern Basis.

e. I nternal financial controls have been laid down to be
followed by the company and that such internal financial
controls were adequate and operating effectively.

f. Proper systems were devised to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

18. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

The Company has in place adequate internal financial controls
with reference to financial statement across the organization.
The same is subject to review periodically by the internal audit
for its effectiveness. During the financial year, such controls
were tested and no reportable material weaknesses in the
design or operations were observed. The Statutory Auditors
of the Company also test the effectiveness of Internal Financial
Controls in accordance with the requisite standards prescribed
by ICAI. Their expressed opinion forms part of the Independent
Auditor''s report.

I nternal Financial Controls are an integrated part of the risk
management process, addressing financial and financial
reporting risks. The internal financial controls have been
documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls
is obtained through management reviews, control self¬
assessment, continuous monitoring by functional experts. We
believe that these systems provide reasonable assurance that
our internal financial controls are designed effectively and are
operating as intended. During the year, no reportable material
weakness was observed.

22. AUDITORS AND AUDITOR’S REPORT

A. Statutory Auditor

M/s. P. CHANDRASEKAR LLP, Chartered Accountants,
Bangalore (Firm Registration No. 000580S/S200066), were
appointed as the statutory auditors of the company for
a period of five consecutive years in the Annual General
Meeting of the Members held on 19 August, 2023 to
hold office from the conclusion of the 22^nd AGM of the
Company till the conclusion of 27^th AGM of the Company
at a remuneration as mutually agreed upon by the Board
of Directors.

B. Secretarial Auditor

Pursuant to Section 204(1) of the Companies Act, 2013 the
Company is required to obtain Secretarial Audit Report
and the same is given in Annexure V of the Board''s Report.
Accordingly, the Board, at its meeting held on 29 May, 2025,
appointed M/s. A A A & Co, Company Secretaries to conduct
the Secretarial audit of the Company for a period of five
years commencing from FY 2025-26 till FY 2029-2030.

C. Cost Auditor

Pursuant to Section 148(1) of the Companies Act, 2013 the
Company is required to maintain cost records as specified
by the Central Government and accordingly such accounts
and records are made and maintained.

Pursuant to Section 148(2) of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Amendment
Rules, 2014, the Company is also required to get its cost
accounting records audited by a Cost Auditor. Accordingly,
the Board, at its meeting held on 28 May, 2026, appointed
M/s. Mallikarjuna Syamala, Cost Accountant to conduct the
audit of the cost accounting records of the Company for
FY 2026- 27.

23. AUDITOR’S REPORT AND
SECRETARIAL AUDITOR’S REPORT

Auditor’s Report

The Auditors'' Report for Financial Year 2026 does not contain
any qualification, reservation or adverse remark. The Auditor''s
Report is enclosed with the financial statements in this
Annual Report.

The Notes on financial statements referred to in the Auditor''s
Report are self-explanatory and do not call for any further
comments. The Auditor''s Report does not contain any
qualification, reservation, adverse remark, or disclaimer.

No fraud has been reported by the Auditor under section
143(12) of the Companies Act, 2013 requiring disclosure in the
Board''s Report.

The auditor''s certificate for Financial Year ending on 31^st March
2026 does not contain any qualification, reservation or adverse
remark except as stated in the report.

Secretarial Auditor’s Report

The Secretarial Audit Report is annexed as Annexure V and
forms an integral part of this Report. The Secretarial Auditor
has not expressed any qualifications in their Secretarial Audit
Report for the year under review. Pursuant to regulation 24A
of the Listing Regulations read with SEBI Circular No. CIR/CFD/
CMD1/27/2019 dated 08 February, 2019, the Annual Secretarial
Compliance Report forms part of this Report and is uploaded
on the website of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY:

The Annual Report on CSR activities as required to be given
under the Act read with Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 has been provided in
Annexure-II.

The Company has adopted its Corporate Social Responsibility
Policy ("the CSR Policy") in line with the provisions of the
Act. The CSR Policy deals with objectives, scope/areas of CSR
activities, implementation and monitoring of CSR activities,
CSR budget, reporting, disclosures etc. The policy on Corporate
Social Responsibility is uploaded on the website of the Company
at https://vinvasit.com/.

25. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS
UNDER SECTION 186:

During the financial year under review, the Company has not
granted any loans, provided any guarantees, or furnished any
security in connection with any loan to any person or other body
corporate within the meaning of Section 186 of the Companies
Act, 2013.

During the year, the Company made an investment by
subscribing to 9,999 equity shares of Vinyas Technologies
Private Limited, its wholly owned subsidiary, having a face value
of J10/- each, aggregating to J99,990. The said investment was
made pursuant to the incorporation of the subsidiary and falls
within the ambit of Section 186 of the Companies Act, 2013.
The investment was made with the objective of promoting the
Company''s business interests and expanding its operations
through the wholly owned subsidiary.

The Company has complied with the applicable provisions
of Section 186 of the Companies Act, 2013 in respect of the
aforesaid investment.

26. PUBLIC DEPOSIT:

The Company has neither accepted nor renewed any deposits
during the year.

27. RISK MANAGEMENT POLICY:

The Board of Directors of the Company have framed a Risk
Assessment and Management Policy and are responsible for
reviewing the risk management plan and ensuring its effectiveness.

The Audit Committee exercises additional oversight in the area of
financial risks and controls. Major risks identified by the businesses
and functions are systematically addressed through mitigating
actions on a continuing basis. The policy on Risk Management is
uploaded on the website of the Company at https://vinvasit.com/.

28. RELATED PARTIES TRANSACTIONS

All Related Party Transactions (RPT) that were entered into
during the financial year were on an arm''s length basis and in
the ordinary course of business.

The disclosure of material RPT is required to be made under
Section 134(3)(h) read with Section 188(2) of the Companies Act,
2013 in e-Form AOC 2.

Your directors draw your attention to Note No. 33 to the
Standalone financial statements, which sets out related
party disclosures.

29. INSIDER TRADING REGULATIONS
AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information and Code of
Internal Procedures and Conduct for Regulating, Monitoring

and Reporting of Trading by Insiders in accordance with
the requirements of the SEBI (Prohibition of Insider Trading)
Regulation, 2015 and in view of recent amendments to the
SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition
of Insider Trading) (Amendment) Regulations, 2018, the Policy
on Determination of Legitimate purpose and the Policy on
inquiry in case of leak or suspected leak of UPSI are adopted
by the Company and are made available on the Website of the
Company at https://vinyasit.com/.

30. MANAGEMENT’S DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
forms part of this Annual Report as Annexure - I

31. CORPORATE GOVERNANCE REPORT

I n accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, corporate governance
provisions are not mandatory for the Company, as it is listed as
a Small and Medium-sized Enterprise (SME).

33. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL)

ACT, 2013

The company has in place a policy for prevention of sexual
harassment in accordance with the requirements of the Sexual
Harassment of women at workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee has
been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. The Company did not
receive any complaints during the year 2025-26.

a. Number of complaints of sexual harassment received in
the year: NIL

b. Number of complaints disposed off during the year:
NIL and

c. Number of cases pending for more than ninety days: NIL

34. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING
AND OUTGO:
a. Conservation of Energy

The Company remains committed to energy conservation
and continues to prioritize initiatives aimed at reducing
energy consumption.

Plans are underway to transition all outdoor lighting
to solar-powered alternatives, aligning with our long¬
term sustainability goals. Additionally, the installation of
automated on/off systems for emergency lighting has
contributed to measurable power savings.

Ongoing assessments are being conducted to identify
further opportunities for energy efficiency improvements,
reinforcing our commitment to responsible and sustainable
energy management.

b. Technology Absorption

i. Efforts, in brief, made towards technology absorption
during the year under review: NIL

ii. Benefits derived as a result of the above efforts,
e.g., product improvement, cost reduction,
product development, import substitution, etc.:
Not Applicable

iii. I n case of imported technology (imported during
the last 3 years reckoned from the beginning of
the financial year), following information may be
furnished: Not Applicable

iv. Expenditure incurred on Resea rch and
Development: NIL

35. PARTICULARS OF EMPLOYEES:

Pursuant to Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the particulars of employees is given in
Annexure IV.

The information required under Rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in the Annexure forming
part of this Report. In terms of the proviso to Section 136 of the
Act, the Report and Accounts are being sent to the Members
excluding the aforesaid.

36. TRANSFER OF AMOUNTS TO
INVESTOR EDUCATION AND
PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed
for a period of seven years. Therefore, there were no funds that
were required to be transferred to the Investor Education and
Protection Fund (IEPF).

37. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India on the Board Meetings and General Meetings.

38. DISCLOSURES UNDER THE
INSOLVENCY AND BANKRUPTCY
CODE, 2016:

There are no applications made or any proceedings 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.

39. 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:

As Company has not done any one-time settlement during the
year under review hence no disclosure is required.

40. MATERNITY BENEFIT ACT 1961:

The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments and rules
framed thereunder. The Company is committed to ensuring a
safe, inclusive, and supportive workplace for women employees.
All eligible women employees are provided with maternity
benefits as prescribed under the Maternity Benefit Act, 1961,
including paid maternity leave, nursing breaks, and protection
from dismissal during maternity leave.

The Company also ensures that no discrimination is committed
in recruitment or service conditions on the grounds of maternity.
Necessary internal systems and HR policies are in place to
uphold the spirit and letter of the legislation.

41. GENDER-WISE COMPOSITION OF
EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion
(DEI), the Company discloses below the gender composition of
its workforce as on 31, March, 2026.

Male Employees: 251

Female Employees: 162

Transgender Employees: NIL

This disclosure reinforces the Company''s efforts to promote
an inclusive workplace culture and equal opportunity for all
individuals, regardless of gender.

42. ACKNOWLEDGEMENTS:

The Directors wish to place on record their sincere appreciation
for the excellent support received from the Banks and financial
institutions during the financial year under review. Your Directors
also express their warm appreciation to all employees for their
contribution to your Company''s performance and for their
superior levels of competence, dedication, and commitment
to Directors are also grateful to you, the Shareholders, for the
confidence you continue to repose in the Company.

For and on behalf of the Board of Directors

Narendra Narayanan T R Srinivasan

Place: Mysuru Managing Director Whole Time Director

Date: 28 August, 2026 DIN: 00396176 DIN: 00379256

The Directors have pleasure in presenting the Twenty Third Annual Report on the business and operations of Your Company along with the audited financial statements, for the financial year ended 31 March, 2024.

1. FINANCIAL HIGHLIGHTS:

The financial results for the year ended 31 March, 2024 at standalone level is as under:

2. BUSINESS PERFORMANCE:

(A) STANDALONE RESULTS OF THE FINANCIALS

Your Company achieved a consolidated total income of H31,719.87 Lakh during the current year as against H23,452.40 lakhs in the corresponding financial year ended 31 March, 2023. EBITDA for the year stood at H3281.28 lakhs compared to H2057.39 lakhs for the previous corresponding year. The Profit after exceptional item and before tax for the period stood at H2,087.29 lakhs as against H1,008.94 lakhs during the corresponding year. Net Profit for the year stood at H1534.66 Lakhs in the current financial year compared to H734.34 lakhs in the previous year.

3. RESERVE & SURPLUS:

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31 March, 2024.

4. CHANGE IN THE NATURE OF BUSINESS:

The Company did not commence any new business nor discontinued/sold or disposed of any of its existing businesses and

also did not hive off any segment or division during the year. Also, there has been no change in the nature of business carried on by the Company''s associate during the year under review.

5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year and up to the date of the report.

6. DIVIDEND:

In order to conserve the resources, your Directors do not recommend any dividend on the equity shares of the Company for the financial year 2023-2024.

7. SHARE CAPITAL OF THE COMPANY:

A. AUTHORIZED SHARE CAPITAL

The authorized share capital of the Company as on 31 March, 2024 is H15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One crore fifty lakh) Equity Shares of H10/- (Rupees Ten only) each.

B. PAID-UP SHARE CAPITAL

The paid-up Equity share capital of the Company as on 31 March, 2024 is H12,58,47,260 (Twelve Crore fifty eight lakhs, forty seven thousand two hundred sixty only) divided into 1,25,84,726 (One Crore twenty five eighty four thousand seven hundred twenty six only) equity shares of H10/- (Rupees Ten Only)

PREFERENTIAL ALLOTMENT:

During the year, the Company had issued 8,93,927 Equity shares at a premium of H270.6 were allotted on preferential basis on 03 May, 2023 having a face value of H10/- each to its members and other new investors.

BONUS ISSUE:

During the year, the Company had issued 46,35,963 Bonus Equity Shares having a face value of H10/- each to the members in the proportion of 1 (One) Equity Shares for every 1 (One) Equity Share held by them on 28 July, 2023.

INITIAL PUBLIC OFFER (“IPO”) AND LISTING OF EQUITY SHARES

During the year under review, the Company conducted its initial public offering (IPO) of 33,12,800 equity shares, each with a face value of H10/-, in accordance with SEBI(Issue of Capital and Disclosure Requirements) Regulations, 2018. The shares were offered at a price of H165/- per share, which included a premium of H155/- per share.

The IPO was open for subscription from 27 September, 2023, to 3 October, 2023. The shares were allotted to applicants on 5 October, 2023, at the offer price of H165/- per share. The Company''s equity shares began trading on the SME Platform (EMERGE) of the National Stock Exchange of India Limited (NSE) from 6 October, 2023. Additionally, the Articles of Association have been updated to comply with the Listing Regulations and Stock Exchange requirements.

The Company vide its Prospectus dated 04 October, 2023 (“Prospectus”) raised H5466.12 lakhs from the initial public offer of its equity shares (the ‘IPO’).

Out of the proceeds of H5466.12 lakhs raised from the IPO, H5466.12 lakhs were utilized by the Company during the financial year 202324 for the purposes outlined in the prospectus dated 04 October, 2023.

8. CHANGE IN NAME OF THE COMPANY:

The Company’s name was changed from “VINYAS INNOVATIVE TECHNOLOGIES PRIVATE LIMITED” to “VINYAS INNOVATIVE TECHNOLOGIES LIMITED” effective 14 June, 2023, following its conversion from a Private Limited Company to a Public Limited Company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company as on 31 March, 2024 comprised of 6 Directors out of which 3 are Executive Directors and 3 are NonExecutive Independent Directors. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-Executive and Independent Directors.

The Directors and Key Managerial Personnel of the Company are summarized below:

During the year the following directors & KMP were appointed to the board.

• Mr. B S Ramakrishna Mudre (DIN: 10049340) appointed as Independent director w.e.f 19 August, 2023.

• Mr. Pradeep V Desai (DIN: 07668334) appointed as Independent director w.e.f 19 August, 2023.

• Ms. Deepa Prakash (DIN: 09703921) appointed as Independent director w.e.f 19 August, 2023.

• Mr Amitava Majumdar appointed as Chief Financial Officer w.e.f 28 July, 2023.

• Mr Subodh M R (M No A43878) as Company Secretary & Compliance Officer w.e.f 28 July, 2023.

During the year the following directors resigned from their directorship.

• Mrs. Meera Narendra (DIN:) Executive director resigned w.e.f 17 May, 2023

• Mr. Prakash S (DIN: 02262793) Non- Executive director resigned w.e.f 17 May, 2023

• Mrs. Usha Prakash (DIN: 02278196) Non-Executive director resigned w.e.f 17 May, 2023

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Narendra Narayanan (DIN: 00396176) will retire by rotation

at the Twenty Third (23^rd) Annual General Meeting and being eligible, has offered himself for re-appointment.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL (‘KMP’):

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 (‘the Act''), the following are the KMPs of the Company:

• Mr. Narendra Narayanan, Chairman & Managing Director

• Mr T R Srinivasan, Whole Time Director

• Mr Sumukh Narendra, Whole Time Director

• Mr. Amitava Majumdar, Chief Financial Officer

• Ms. Subodh M R, Company Secretary & Compliance Officer

10. DECLARATION BY INDEPENDENT DIRECTORS:

Directors who are independent Directors, have submitted a declaration as required under section 149(7) of the Act that each of them meets the criteria of Independence as provided in sub Section (6) of Section 149 of the Act and under regulation 16 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

10. DETAILS OF MEETINGS OF BOARD OF DIRECTORS: A. Board of Directors:

During the financial year 2023-24, 14(Fourteen) Meetings of the Board of Directors were held on 04-04-2023, 08-04-2023,03-05-2023, 26-05-2023, 08-06-2023, 17-06-2023, 28-07-2023, 30-08-2023, 21-092023, 26-09-2023, 04-10-2023, 05-10-2023, 28-10-2023, 29-01-2024.

The details of meetings attended by the Directors are as follows:

B. Audit Committee of Board of Directors:

As a measure of good Corporate Governance and to provide assistance to the Board of Directors in overseeing the Board''s

responsibilities, an Audit Committee was formed as a sub-committee of the Board. The Committee is in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The terms of reference of the Audit Committee covers all matters specified in Part C of Schedule II of Regulation 18 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also those specified in Section 177 of the Companies Act, 2013.

The composition and attendance of the members for the Audit Committee Meetings held during the year are as follows:

The Meetings of Audit Committee were held on 28-08-2023, 28-102023, 10-01-2024.

C. Nomination and Remuneration Committee:

In compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013, the Board has constituted the “Nomination and Remuneration Committee”.

The composition of the Nomination & Remuneration Committee & attendance in the meetings for the financial year 2023-24 was as follows:

D. Stakeholders Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has constituted the “Stakeholders’ Relationship Committee”

The Stakeholders’ Relationship Committee has been formed for the effective redressal of the investors’ complaints and reporting of the same to the Board periodically.

The Stakeholders’ Relationship Committee meeting was held on 28- 10-2023 during the year. The details of attendance of the Committee Members in the meeting are given below:

E. Corporate Social Responsibility Committee:

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board has constituted Corporate Social Responsibility (CSR) Committee.

The details of attendance of the Committee Members in the meeting are given below:

10. EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part D of Schedule 11 to the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees, on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals were evaluated, the outcome of which was satisfactory for all the Directors of the Company.

11. VIGIL MECHANISIM:

Your Company has formulated and published a Whistle Blower Policy to provide a mechanism (“Vigil Mechanism”) for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company web link: https://vinyasit.com/wp-content/uploads/2023/10/8Vigil-Mechanism.pdf.

11. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company has formulated and published The Nomination & Remuneration Policy for Directors, key Managerial Personnel and Senior Management The provisions of this policy are in line with the provisions of Section 178(1) of the Act. The Policy is uploaded on the website of the company. The web link is https://vinyasit.com/ wp-content/uploads/2023/10/6.Nomination-and-Remuneration-policy.pdf.

12. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that:

a. In the preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

b. Such Accounting Policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as on 31 March, 2024 and of the Company’s profit or loss for the year ended on that date.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual financial statements have been prepared on a Going Concern Basis.

e. Internal financial controls have been laid down to be followed by the company and that such internal financial controls were adequate and operating effectively.

f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor’s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. During the year, no reportable material weakness was observed.

14. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

As on 31 March, 2024, your Company does not have a subsidiary company, Joint venture and Associate company. Your company has not consolidated the accounts for current as well as previous financial statements.

15. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in the future.

16. EXTRACT OF ANNUAL RETURN:

The Annual return referred to in sub section (3) of Section 92 of the Companies Act, 2013, for the financial year ended 31.03.2024 will be placed on the website of the company at https://vinyasit.com/ after conclusion of the ensuring annual general meeting.

17. AUDITORS AND AUDITOR’S REPORT:

(A) STATUTORY AUDITOR

M/s. P. CHANDRASEKAR LLP, Chartered Accountants, Bangalore (Firm Registration No. 000580S/S200066), were appointed as the statutory auditors of the company for a period of five consecutive years in the Annual General Meeting of the Members held on 19^th August, 2023 to hold office from the conclusion of the 22^nd AGM of the Company till the conclusion of 27^th AGM of the Company at a remuneration as mutually agreed upon by the Board of Directors.

(B) SECRETARIAL AUDITOR

Pursuant to Section 204(1) of the Companies Act, 2013 the Company is required to obtain Secretarial Audit Report and annex the same to the Boards Report. Accordingly the Board, at its meeting held on 28 July, 2023, appointed M/s. A A A & Co, Company Secretaries to conduct the Secretarial audit of the the Company for FY 2023- 24.

(C) COST AUDITOR

Pursuant to Section 148(1) of the Companies Act, 2013 the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained.

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is also required to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board, at its meeting held on 28 July, 2023, appointed M/s. Mallikarjun, Cost Accountant to conduct the audit of the cost accounting records of the Company for FY 2023- 24.

18. AUDITOR’S REPORT AND SECRETERIAL AUDITOR’S REPORT:

Auditor’s Report

The Auditors'' Report for Financial Year 2024 does not contain any qualification, reservation or adverse remark. The Auditor’s Report is enclosed with the financial statements in this Annual Report.

The Notes on financial statements referred to in the Auditor’s Report are self-explanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation, adverse remark, or disclaimer.

No fraud has been reported by the Auditor under section 143(12) of the Companies Act, 2013 requiring disclosure in the Board’s Report.

As required by Listing Regulations, the Auditor’s Certificate on Corporate Governance is enclosed and forms a part of this report. The auditor’s certificate for Financial Year ending on 31 March, 2024 does not contain any qualification, reservation or adverse remark except as stated in the report

Secretarial Auditor’s Report

The Secretarial Audit Report is annexed as Annexure III and forms an integral part of this Report. The Secretarial Auditor has not expressed any qualifications in their Secretarial Audit Report for the year under review. Pursuant to regulation 24A of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08 February, 2019, the Annual Secretarial Compliance Report forms part of this Report and is uploaded on the website of the Company.

19. CORPORATE SOCIAL RESPONSIBILITY POLICY:

During the year under review, the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) in accordance with Section 135 of the Act, the details of which have been provided in the Corporate Governance Report, which forms part of this Annual Report.

The Annual Report on CSR activities as required to be given under the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in Annexure-.

The Company has adopted its Corporate Social Responsibility Policy (“the CSR Policy”) in line with the provisions of the Act. The CSR Policy deals with objectives, scope/areas of CSR activities, implementation and monitoring of CSR activities, CSR budget, reporting, disclosures etc. The policy on Corporate Social Responsibility is uploaded on the website of the Company.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the financial year, the Company has not given any loan or guarantee or provided security in connection with a loan to any other body corporate or acquired any shares by way of subscription, purchase of securities of another body corporate which would fall under the purview of Section 186 of the Companies Act, 2013.

21. PUBLIC DEPOSIT:

The Company has neither accepted nor renewed any deposits during the year.

22. RISK MANAGEMENT POLICY:

The Board of Directors of the Company have framed a Risk Assessment and Management Policy and are responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis

23. RELATED PARTIES TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the financial year were on an arm’s length basis and in the ordinary course of business.

The disclosure of material RPT is required to be made under Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013 in Form AOC 2. The details of the material RPT, entered into

during the year by the Company as approved by the Board, is given in Annexure B to this Report.

Your directors draw your attention to Note No. 36 to the Standalone financial statements, which sets out related party disclosures.

24. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and in view of recent amendments to the SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Policy on Determination of Legitimate

purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are adopted by the Company and are made available on the Website of the Company. Weblink: https://vinyasit.com/corporate-governance/

25. MANAGEMENT’S DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

26. CORPORATE GOVERNANCE REPORT

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, corporate governance provisions are not mandatory for the Company, as it is listed as a Small and Medium-sized Enterprise (SME)”

*Market Price Data

Distribution of Shareholding as on 31 March, 2024

Pattern of Shareholding as on 31 March, 2024

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complaints during the year 2023-24.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO:

a. Conservation Of Energy

During the year the Company had strict control on wasteful electrical consumption. Lights and power were switched off wherever not necessary.

b. Technology Absorption

i. Efforts, in brief, made towards technology absorption during the year under review: NIL

ii. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Not Applicable

iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished : Not Applicable

iv. Expenditure incurred on Research and Development: NIL

c. Foreign Exchange Earnings And Outgo

Foreign Exchange Earnings : H12,772.41 Lakh Foreign Exchange Outgo : H19,160.91 Lakh

30. PARTICULARS OF EMPLOYEES:

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. In terms of the proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven year Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on the Board Meetings and General Meeting.

33. DISCLOSERS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no applications 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.

34. 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:

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

31. ACKNOWLEDGEMENTS:

The Directors wish to place on record their sincere appreciation for excellent support received from the Banks and financial institutions during the financial year under review. Your Directors also express their warm appreciation to all employees for their contribution to your Company''s performance and for their superior levels of competence, dedication and commitment to Directors are also grateful to you, the Shareholders for the confidence you continue to repose in the Company..

For and on behalf of the Board of Directors

T R SRINIVASAN NARENDRA NARAYANAN

Place: Mysuru Whole Time Director Managing Director

Date: 28 August, 2024 DIN: 00379256 DIN: 00396176