The Directors have pleasure in presenting the 38 th Annual Report of your
materailand the Audited Financial Statements for the financial year ended
on 31 st March 2025, together with Auditors’ Report

FINANCIAL RESULTS

The performance of the Company during the year is summarized below::

(Amount in Rs.)

OPERATION AND PERFORMANCE

During the year under review, the Income from Operations is Rs. 3399.01 lakhs

as against Rs. 3701.84 lakhs for the corresponding previous year. The Profit
Before Tax is Rs. 576.72 lakhs as against Rs. 789.50 lakhs for the previous
year. The Profit After Tax is Rs. 424.62 lakhs as against Rs.585.93 lakhs for
the corresponding period. The Basic Earnings Per Share for the year-ended
31.03.2025 is Rs.13.36 as against Rs. 18.44 for the corresponding previous
year ended 31.03.2024.

SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURE:

The Company does not have any Subsidiary or Associate Company or Joint Venture.
SECRETARIAL STANDARDS:

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

SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31 st March, 2025 is Rs.3,17,82,000/
- divided into 31,78,200 equity shares of Rs.10/- each. During the year, there was no
change in the Paid-up Capital of the Company.

TRANSFER TO RESERVES:

The Board of Directors of the Company have not recommended for transfer of any
amount to the General Reserve for the financial year ended 31 st March, 2025.

DIVIDEND:

The Board of Directors of your Company have recommended 20% dividend for the
financial year 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under schedule V of
the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 forms
an integral part of this Report and gives details of the overall industry structure,
developments, performance and state of change of the Company’s business, internal
controls and their adequacy, risk management systems and other material

developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section and
forms part of the Annual Report as Annexure-II.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility reflects the strong commitment of the Company to
improve the quality of life of the workforce and their families and also the community
and society at large. The Company considers social responsibility as an integral part
of its business activities. During the year, the Company has spent Rs. 14,10,000/- on
CSR activities.

A report on Corporate Social Responsibility as per Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is annexed to this Board’s Report as
Annexure-IV.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with
respect to the Directors; Responsibility Statement, the Board of Directors of the
Company hereby confirms:

(a) That the preparation of the annual accounts for the financial year ended 31 st
March, 2025, the applicable accounting standards have been followed along
with proper explanation relating to material departures;

(b) That the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the company at the end
of the financial year 2024-25 and of the profit and loss of the company for that
period;

(c) That the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;

(d) That the directors have prepared the annual accounts for the financial year ending

on 31 st March, 2025, on a going concern basis; and

(e) That the directors have laid down Internal Financial Controls to be followed by
the company and that such Internal Financial Controls are adequate and were
operating effectively; and

(f) That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and
operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted the declaration of independence, as
required pursuant to sub-section (7) of section 149 of the Companies Act, 2013 and
Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 stating that they meet the criteria of independence as provided in
sub-section (6) of Section 149 and Regulation 16(1)(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee,
framed a policy which lays down a framework in relation to selection, appointment
and remuneration to Directors, Key Managerial Personnel, Senior Management and
other employees of the Company. The details of Nomination and Remuneration
Committee and Policy are stated in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS:

The details of Loans, Guarantees, Securities and Investments made during the financial
year ended 31 st March, 2025, are given in the notes to the Financial Statements in
compliance with the provisions of Section 186 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules, 2014.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm’s
length basis and in the ordinary course of business. There are no materially significant
related party transactions made by the Company with Promoters, Directors, Key

Managerial Personnel or other designated persons which may have a potential conflict
with the interest of the Company at large. All Related Party Transactions are placed
before the Audit Committee, as also before the Board for approval, where ever
required. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are of a foreseeable and repetitive nature. A statement giving details
of all related party transactions entered into pursuant to the omnibus approval so
granted are placed before the Audit Committee and the Board of Directors on a
quarterly basis. The Company has developed a Policy on Related Party Transactions
for the purpose of identification and monitoring of such transactions. The policy on
Related Party Transactions as approved by the Board is uploaded on the Company’s
website.

The particulars of contracts or arrangements with related parties referred to in sub¬
section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of sub¬
section (3) of section 134 of the Act, 2013 and Rule 8(2) of the Companies (Accounts)
Rules, 2014 and the same is annexed herewith as “Annexure-III” to this Report.

AUDIT COMMITTEE:

The Audit Committee consists of Shri Pradeep Kumar Jain (Independent Director) as
Chairman, Shri Vinod Kumar Jain (Independent Director) , Ashok Kumar
Jain(Independent Director) and Kodakandla Sudarsanam (Independent Director) as
members. The Committee inter alia reviews the Internal Control System, Reports of
Internal Auditors and Compliance of various regulations. The Committee also reviews
the financial statements before they are placed before the Board. The
recommendations made by the Audit Committee to the Board, from time to time during
the year under review, have been accepted by the Board. Other details with respect
to the Audit Committee such as its terms of reference, the meetings of the Audit
Committee and attendance thereat of the members of the Committee, are separately
provided in this Annual Report, as a part of the Report on Corporate Governance.

ANNUAL RETURN:

The Annual Return in Form MGT-7 is available on the Company’s website, the web
link for the same is http://vrlindia.in/investorsrelation.html.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and outgo required to be disclosed under Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014
are provided in ‘Annexure-I’ forming part of this Report.

RISK MANAGEMENT POLICY:

In terms of the requirement Section 134(3)(n) of the Companies Act, 2013 and
Regulation 21 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has developed and
implemented the Risk Management Policy. The Audit Committee has 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 development and implementation of risk management policy
has been covered in the management discussion and analysis report, which forms
part of this report. At present the Company has not identified any element of risk
which may threaten the existence of the company.

EVALUATION OF THE BOARD, COMMITTEES, INDEPENDENT DIRECTORS,
INDIVIDUAL DIRECTORS AND CHAIRPERSON OF THE COMPANY:

During the year under review, the Independent Directors of the company in terms of
Schedule 4 and Regulation 25(3)(4) of SEBI (LODR) Regulations, 2015, evaluated
the performance of the Board as a whole, each Non-Independent Director and the
Chairperson of the Company. Further, in terms of Section 178(2) of the Companies
Act, 2013, as amended, the Nomination and Remuneration Committee evaluated the
performance of the Board as a whole and the Individual Directors. The Board also as
per the provisions of Regulation 17(10) of SEBI (LODR) Regulations, 2015, evaluated
the performance of the Independent Directors and the Committees of the Board in
terms of Section 134(3)(p) of the Companies Act, 2013, read with Rule 8(4) of the
Companies (Accounts) Rules, 2014. The Board of Directors has expressed their
satisfaction with the evaluation process.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Shri Ashish Kedia resigned from the Board of Directors
of the Company with effect from 04th April 2024. Subsequently, the Board appointed
Shri Vinod Kumar Jain as an Additional Director (Independent) with effect from 03rd
July 2024. Further, at the Annual General Meeting held on 30th September 2024, the
shareholders approved the appointment of Shri Vinod Kumar Jain, Shri Ashok Kumar
Jain, and Shri Kodakandla Sudarsanam as Independent Directors of the Company.

Apart from the above, there were no other changes in the composition of the Board of
Directors. The existing directors continued to serve on the Board, and no appointments,
resignations, or changes in designation of Directors or Key Managerial Personnel
took place during the financial year under review.

MEETINGS OF THE BOARD:

During the financial year under review, 7 (Seven) Board Meetings were convened
and held. The details of the meetings are given in the Corporate Governance Report.
The intervening gap between the meetings was within the period of 120 days as
prescribed under the Companies Act, 2013 and Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

DEPOSITS:

The Company has not accepted any deposits in terms of Section 73 or 76 of the
Companies Act, 2013 and as such, no amount on account of principal or interest on
public deposits was outstanding as on the date of the balance sheet.

LISTING OF EQUITY SHARES:

The Company’s equity shares are listed on the following Stock Exchanges: (i) BSE
Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra,
India; The Company has paid the Annual Listing Fees to the said Stock Exchanges
for the Financial Year 2024-25.

STATUTORY AUDITORS:

M/s. Mamta Jain & Associates, Chartered Accountants were re-appointed as
Statutory Auditors of your Company at the Annual General Meeting held on 30 th
September, 2022, for a term of five consecutive years subject to ratification by

Members at every Annual General Meeting. However, in accordance with the
Companies Amendment Act, 2017, enforced on 7 th May, 2018 by the Ministry of
Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified
at every Annual General Meeting. M/s. Mamta Jain & Associates, Chartered
Accountants (Firm Regn No: 328746E) have confirmed that they are not disqualified
from continuing as Auditors of the Company.

There are no qualifications, reservations or adverse remarks made by M/s. Mamta
Jain & Associates, Chartered Accountants, and Statutory Auditors in their report for
the financial year ended 31 st March, 2025

The Statutory Auditors have not reported any incident of fraud to the Audit Committee
of the Company in the year under review.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has
appointed M/s. S.B. Kabra & Co., Chartered Accountants as the Internal Auditors of
your Company. The Internal Auditors are submitting their reports on quarterly basis to
the Audit Committee and Board of Directors.

COST AUDITORS:

The Provisions of Section 148 of the Companies Act, 2013 read with The Companies
(Cost records and audit) rules, 2014 relating to Maintenance of Cost Records and
Cost Audit are not applicable to the Company.

SECRETARIAL AUDITORS:

The Board of Directors of the Company appointed Mrs. Rakhi Agarwal, Company
Secretary in Practice, Hyderabad, to conduct Secretarial Audit for the financial year
2024-25. The Secretarial Audit Report issued by Mrs. Rakhi Agarwal, Company
Secretary in Practice for the financial year 2024-25, is annexed herewith as Annexure-
V. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial

Auditor have not reported any instances of frauds committed in the Company by its
Officers or Employees to the Audit Committee under section 143(12) of the Companies
Act, 2013, details of which needs to be mentioned in this Report.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity
with the Code of Corporate Governance as per the requirements of SEBI (Listing
Obligations and Disclosure in Requirements), Regulations, 2015.

A separate report on corporate governance practices followed by the Company,
together with a Certificate from the Company’s Auditors confirming compliances forms
an integral part of this Report.

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism to
provide a formal mechanism to the Directors and employees to report concerns about
unethical behavior, actual or suspected fraud or violation of Code of Conduct and
Ethics. It also provides for adequate safeguards against the victimization of employees
who avail of the mechanism and provides direct access to the Chairperson of the
Audit Committee in exceptional cases. It is affirmed that no personnel of the Company
has been denied access to the Audit Committee. The policy of vigil mechanism is
available on the Companys website. The Whistle Blower Policy aims for conducting
the affairs in a fair and transparent manner by adopting highest standards of
professionalism, honesty, integrity and ethical behavior.

PARTICULARS OF EMPLOYEES:

A. Disclosures with respect to the remuneration of Directors and employees as
required under Section 197(12) of Companies Act, 2013 and Rule 5 (1)
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided as follows:

(i) The ratio of the remuneration of each director to the median remuneration

of the employees of the company for the financial year;

Name of the Director Ratio to Median Remuneration

Shri Sanjay Kumar Jain WTD 2.42

Shri Manish Kumar Jain WTD 2.42

Shri Sunil Kumar Jain CFO/WTD 2.64
Shri Rajesh Pokarna MD 5.72

Shri Seema Jain, Women Director 2.20

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

Name of Person % increase in remuneration

Shri Sanjay Kumar Jain WTD ---

Shri Manish Kumar Jain WTD ---

Shri Sunil Kumar Jain CFO/WTD ---
Shri Rajesh Pokarna MD ---

Shri Seema Jain, Women Director ---

Shri Santosh Kumar Jha, Com. Sec. --¬

(iii) The percentage increase in the median remuneration of employees in the financial
year is: 66.25

(iv) The number of permanent employees on the rolls of company: 33

(v) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percen¬
tile increase in the managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial remuneration;

(vi) The average increase in salaries of employees other than managerial personnel in
2024-25 was 64.04% Percentage increase in the managerial remuneration for the year
was Nil.

(vii) Affirmation that the remuneration is as per the remuneration policy of the
company : Yes.

B. In terms of the provisions of Section 197(12) of the Act read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names of the
top ten employees in terms of remuneration drawn and names and other
particulars of the employees drawing remuneration in excess of the limits
set out in the said rules forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of
the Act and as advised, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. The said
Annexure is open for inspection at the Registered office of your Company.
Any member interested in obtaining copy of the same may write to
Company Secretary.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the
Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations of
the Company and its subsidiaries. Based on the report of internal audit
function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the
Board.

CHANGE IN NATURE OF BUSINESS:

There is no change in nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURT:

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

DETAILS OF ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year, no corporate insolvency resolution process was initiated under
the Insolvency and Bankruptcy Code, 2016, either by or against the Company,
before National Company Law Tribunal.

ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION:

No disclosure or reporting is required in respect of the 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, as
the Company had not made any one time settlement with any bank or financial
institution during the year.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position
of the Company which occurred between the end of the financial year 31 st
March, 2025 to which the financial statements relates and the date of signing of
this report.

HUMAN RESOURCES:

Many initiatives have been taken to support business through organizational
efficiency, process change support and various employee engagement programs
which has helped the Organization achieve higher productivity levels. A significant
effort has been undertaken to develop leadership as well as technical/ functional
capabilities in order to meet future talent requirement.

POLICY ON SEXUAL HARRASSEMENT:

The Company has adopted policy on Prevention of Sexual Harassment of Women
at Workplace in accordance with The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is in compliance with the provisions relating to the constitution of
an Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2024-25, the Company has not received any Complaints
pertaining to Sexual Harassment.

STATEMENT ON INTEGRITY, EXPERTISE, AND EXPERIENCE OF
INDEPENDENT DIRECTORS

During the year under review, the Board is of the opinion that the Independent
Directors appointed possess the requisite integrity, expertise, and experience
(including the proficiency as per the standards laid down by the Institute of
Corporate Affairs) required for effectively discharging their duties. Their
professional background, domain knowledge, and diverse experience are
expected to contribute significantly to the governance and decision-making
processes of the Company.

MATERNITY BENEFIT

The Company is committed to ensuring a supportive and inclusive work
environment for all employees. In compliance with the provisions of the Maternity
Benefit Act, 1961, the Company has extended all applicable benefits to eligible
women employees, including paid maternity leave, nursing breaks, and job
protection during the maternity period. Additionally, efforts are made to support
work-life balance for returning mothers through flexible work options, wherever
possible.

CAUTIONARY STATEMENT:

Statements in the Board’s Report and the Management Discussion & Analysis

describing the Company’s objectives, expectations or forecasts may be forward¬
looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statement. Important
factors that could influence the Company’s operations include global and
domestic demand and supply conditions affecting selling prices of finished goods,
input availability and prices, changes in government regulations, tax laws,
economic developments within the country and other factors such as litigation
and industrial relations.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support
and co- operation that the Company received from the suppliers, customers,
strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others
associated with the Company. The Company has always looked upon them as
partners in its progress and has happily shared with them rewards of growth. It
will be the Company endeavor to build and nurture strong links with trade based
on mutuality, respect and co-operation with each other.

For and on behalf of the Board of Directors
VASUNDARA RASAYANS LIMITED

Place: Secunderabad SUNIL KUMAR JAIN RAJESH POKERNA

Date: 04.09.2025 WHOLE-TIME DIRECTOR MANAGING DIRECTOR

DIN:00117331 DIN:00117365