Vinyas Innovative Technologies Ltd

To,

The Members,

Vinyas Innovative Technologies Limited

(Formerly known as Vinyas Innovative Technologies Private Limited)

The Directors have pleasure in presenting the Twenty Fourth Annual Report on the business and operations of your Company along with the audited financial statements, for the financial year ended 31 March, 2025.

The financial results for the year ended 31 March, 2025 at standalone level is as under:

The key aspects of your Company's performance during the financial year 2024-25 are as follows:

Total revenue of your Company for FY 2024-25 stood at INR 39,663.40 Lakhs as against INR 31,719.86 Lakhs for FY 2023-24 marking an increase of 25.04%. This revenue growth was contributed by increase in Order inflow and timely execution of the same

Operating and administrative expenses (comprising of cost of material consumed, employee cost and other administrative expenses) during FY 2024-25 were INR 35,579.10 Lakhs, an increase of 25.11% over the previous year figure of INR 28,438.59 Lakhs.

Depreciation and amortization expenses during FY 2024-25 were INR 566.49 Lakhs, an increase of 148.56% over the previous year's figure of INR 227.91 Lakhs, mainly on account of addition to Plant & machinery.

Finance costs reduced by 0.92% in FY 2024-25 (INR 1336.58 Lakhs as against INR 1324.46 Lakhs in FY 2023-24).

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 Rs 39,663.56 Lakh during the current year as against Rs 31,719.87 lakhs in the corresponding financial year ended March 31, 2024. EBITDA for the year stood at Rs 4,084.47 lakhs compared to Rs. 3.281.28 lakhs for the previous corresponding year. The Profit after exceptional item and before tax for the period stood at Rs 2,532.95 lakhs as against Rs. 2.087.29 lakhs during the corresponding year. Net Profit for the year stood at Rs. 1,942.32 Lakhs in the current financial year compared to Rs 1534.66 lakhs in the previous year.

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 March 31, 2025.

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.

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.

The Board does not recommend any dividend on the equity shares of the Company for the financial year 2024-2025.

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/

The authorized share capital of the Company as on 31st March, 2025 is 15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One crore fifty lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each.

The paid-up Equity share capital of the Company as on 31 March, 2025 is Rs. 12,58,47,260 (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 Rs. 10/- (Rupees Ten Only)

During the year, the Company had not issued any shares on preferential basis to its members or any other new investors.

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

The Board of Directors of the Company as on March 31, 2025 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 no directors & KMP were appointed to the board.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. T R Srinivasan (DIN: 00379256) will retire by rotation at the Twenty Fourth (24th) 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.

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

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).

During the financial year 2024-25, 4(Four) Meetings of the Board of Directors were held on 29-05-2024, 28-08-2024, 14-11-2024, 05-032025.

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

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 subcommittee 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 29-05-2024, 28-08-2024,14-11-2024, 05-03-2025.

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 2024-25 was as follows:

The Meetings of Nomination & Remuneration Committee were held on 29-05-2024, 26-062024,27-08- 2024.

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- 05-2024 during the year. The details of attendance of the Committee Members in the meeting are given below:

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 29-05-2024 & 05-03-2025.

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.

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/2023/10/8.Vigil-Mechanism.pdf.

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.

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 March 31, 2025 and of the Company's profit or loss for the year ended on that date.

b. 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.

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

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

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

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.

As on 31 March, 2025, 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.

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.

The Annual return referred to in sub section (3) of Section 92 of the Companies Act, 2013, for the financial year ended 31.03.2025 will be placed on the website of the company at https://vinyasit.com/ after conclusion of the ensuring annual general meeting.

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 19th August, 2023 to hold office from the conclusion of the 22nd AGM of the Company till the conclusion of 27th AGM of the Company at a remuneration as mutually agreed upon by the Board of Directors.

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 Boards 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.

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 29 May, 2025, appointed M/s. Mallikarjuna Syamala, Cost Accountant to conduct the audit of the cost accounting records of the Company for FY 2025- 26.

The Auditors' Report for Financial Year 2025 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 31st March, 2025 does not contain any qualification, reservation or adverse remark except as stated in the 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 February 08, 2019, the Annual Secretarial Compliance Report forms part of this Report and is uploaded on the website of the Company.

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://vinyasit.com/.

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 corpora te which would fall under the purview of Section 186 of the Companies Act, 2013.

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

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:// vinyasit.com/.

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)(Rs.) read with Section 188(2) of the Companies Act, 2013 in e-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 III to this Report.

Your directors draw your attention to Note No. 32 to the Standalone financial statements, which sets out related party disclosures.

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/.

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

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)"

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 2024-25.

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

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.

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

During the year, the company had net foreign exchange inflow of Rs. 2,598.71 crore as against a net inflow of Rs. 11,885.45 crore in the previous year.

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.

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).

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.

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.

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

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.

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on March 31, 2025.

Male Employees: 242 Female Employees: 163 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.

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.