Your Directors have pleasure to present their Sixteenth (16^th) Annual Report on the business
and operations of the Company along with the Audited Financial Statements for the financial
year ended on 31^st March, 2025 and Auditor’s Report thereon.

1. FINANCIAL SUMMARY / HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2025 is
summarized below:

2. OPERATIONAL REVIEW

Financial information is presented in accordance with the Indian Accounting Standards (Ind-
AS). Our reporting currency is Indian Rupees (INR).

Your Company has successfully completed 15 years of journey and entering into another
magnificent/ splendid year with the Mission and Vision of the Company. Your Company
believes in growth of Company as well as society with commitment to serve the customer and
shareholders to their satisfaction and better experience. Vinayak Poly con International
Limited (“VPIL”) is being one of the market leaders of PET Products. Your Company has
persistent thrive and work towards expansion of our business with its capacities, updated

technology with modem innovations, development of new processes, widened its product
range and expanding the marketing network and research & development.

There is no change in the nature of business of the Company for the year under review.

Briefly, during the year under review, Financial Profit before depreciation and taxation was
Rs 98.79/- Lakhs against Rs. 116.03/- Lakhs in the previous year. After providing for
depreciation and taxation profit after tax in this year of Rs. 22.48/- Lakhs against the Profit
of Rs. 29.45/- Lakhs last year. There is a reduction in Profit after tax (PAT) due to substantial
one-time increment in repair & maintenance cost of Plant & Machinery. Notwithstanding the
reduction in PAT as compare to last year, the Company remains committed to reinforcing its
market presence. Through focused business development initiatives and continued efforts to
enhance operational efficiency, your Company is confident of improving its revenue
trajectory and returning to profitability in the near future.

3. DIVIDEND

Company is re-investing its resources in upgradation of technology and moulds. So, Board of
Directors does not recommend any dividend for the year ended on 31^st March, 2025.

4. RESERVES

The Board has not proposed transfer of any amount to General Reserve. Profit of the Company
during the year i.e., Rs. 22.48/- Lakhs is transferred to the Profit & Loss A/C for the Financial
Year 2024-25, in compliance with the relevant provisions of the Companies Act, 2013(‘the
Act’).

5. CORPORATE SOCIAL RESPONSIBILITY

Company’s net worth is below Rs. 500 Crore, Turnover is less than Rs. 1000 Crore and Net
profit (Before Tax) is less than Rs. 5 Crore, hence provisions of section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are
not applicable on the Company.

6. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
RETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the closure of the financial year to
which the financial statements relate till the date of this report, affecting the financial position
of the Company.

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

No significant or material orders were passed by the regulators or courts or tribunals impacting
the going concern status and Company’s operations in future.

8. FIXED DEPOSITS

During the financial year under review, your Company has neither invited nor accepted or
renewed any fixed deposit in terms of provisions of Section 73 to 76 of the Companies Act,
2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

During the year under review No amount of principal or interest was outstanding as on March
31, 2025. Hence, the requirement of providing details relating to deposits is not applicable.

9. AUDITORS AND AUDITORS’ REPORT

A. Statutory Auditors

Members of the Company in their 15th Annual General Meeting (AGM) held on
September 21^st, 2024 have appointed M/s. A Natani & Co, Chartered Accountants, (Firm
Registration No. 007347C) as Statutory Auditors of the Company to hold office for a
period of up to 5 (five) years i.e. till the conclusion of 20th Annual General Meeting
(AGM) of the Company to be held in the calendar year 2029.

As required under the provisions of Section 139 of the Companies Act, 2013, the
Company has obtained a written certificate from the above-mentioned Auditors to the
effect that they conform with the limits specified in the said Section and that they are not
disqualified from continuing as Auditors within the meaning of Section 141 of the said
Act.

There is no reservation, qualification or adverse remark contained in the Statutory Auditors'
Report attached to Financial Statements for the financial year ended 31^st March, 2025.
Information referred in Auditors' Report are self-explanatory and don't call for any further
comments.

REPORTING OF FRAUDS BY AUDITORS

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

B. Secretarial Auditor

As per the provisions of Section 204 of Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed
company is required to annex with its Board’s Report, a Secretarial Audit Report given
by a Company Secretary in practice. The Board had appointed M/s V.M. & Associates,
Company Secretaries, Jaipur (FRN: P1984RJ039200) as “Secretarial Auditor” to conduct
Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year 2024-25 in Form MR-3 is attached
herewith as Annexure 1.

During the period under review the company has complied with the provision of the Act,
Rules, Regulations, Guidelines, standards etc. mentioned above except that: -

1. The Company has not made entries in the Structured Digital Database ("SDD") maintained
under Regulation 3(5) of the SEBI PIT Regulations w.r.t financial results data shared with
the Statutory Auditors for quarter ended March 31, 2024 and June 30, 2024 and has made
delayed entries upto the period ended September 30, 2024; and

2. The Company has not submitted disclosure w.r.t resignation of internal auditor to stock
exchange as required under Regulation 30 read with Schedule III Part A of SEBI Listing
Regulations.

Board replies to point no. 1 in respect of Structured Digital Database (“SDD”) maintained
under Regulation 3(5) of the SEBI PIT Regulations, that going forward, due care will be taken
to ensure that all entries are recorded in the SDD on a timely basis.

Board replies to Point no. 2 in respect to resignation of internal auditor to stock exchange as
required under Regulation 30 that it was due to an unintentional oversight. Although company
took it in outcome of board meeting and XBRL too.

The Company has received consent and certificate of eligibility from M/s V. M. & Associates,
Company Secretaries, Jaipur for the financial year 2025-26 to act as Secretarial Auditors. The
Board in their meeting held on 13^th August, 2025 based on the recommendation of the Audit
Committee, has re-appointed M/s V. M. & Associates, Company Secretaries, Jaipur (FRN:
P1984RJ039200) as Secretarial Auditor of the Company to carry out secretarial audit for the
financial year 2025-26.

REPORTING OF FRAUDS BY AUDITORS

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

C. Internal Auditor

CS Deepa Garg, was appointed as Internal Auditor of the Company for conducting Internal
Audit for financial year 2024-25.

CS Deepa Garg, Internal Auditor of the company has resigned w.e.f. 29^th May 2025 due to
her pre-occupation in other work.

In accordance with the provisions of Section 138 of the Act and rules made thereunder, the
Board of Directors of the Company based on the recommendation of the Audit Committee,
has appointed M/S Manish Damodar & CO., Chartered Accountant (FRN: 09833C) as an
Internal Auditor of the Company w.e.f. 13th August, 2025 to conduct Internal Audit for the
FY 2025-26.

Their scope of work includes review of operational efficiency, effectiveness of systems &
processes, compliances and assessing the internal control strengths in all areas.

REPORTING OF FRAUDS BY AUDITORS

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

10. CAPITAF STRUCTURE

During the Financial Year 2024-25 there was no change in capital structure of the Company.
Authorized share capital of the company stands at Rs. 3,25,00,000/- (Rupees three crore
twenty-five lakhs only) and the issued, subscribed and paid-up share capital of the Company
stands at Rs. 3,08,12,950/- (Rupees three crore eight lakhs twelve thousand nine hundred and
fifty only).

11. ANNUAE RETURN

Pursuant to Section 92(3) read with Sectionl34(3) of the Companies Act 2013, the Annual
Return as on March 31, 2025 is available on the Company’s website on

http://www.vinavakpolvcon.com/reports

12. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information related to Conservation of Energy, Technology Absorption, Foreign
Exchange Earning and Outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is included in the Report
as Annexure 2.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Changes in Directors and Key Managerial Personnel

Your Company’s Board is duly constituted and is in compliance with the requirements of the
Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations’) and provisions of the Articles of Association of the
Company. Your Board has been constituted with requisite diversity, wisdom and experience
commensurate to the scale of operations of your Company.

During the year under review, the following changes occurred in the Board of Directors and
Key Managerial Personnel:

Board of Directors

• Mr. Vikram Baid (DIN: 00217347), Whole-Time Director of the Company who
retired by rotation and being eligible, was reappointed at the 15^th AGM of the
Company.

• Mr. Bharat Kumar Baid was re- appointed as Managing Director in 15^th AGM for a
period of 3 (Three) years commencing from April 01, 2025.

• Mr. Vikram Baid was re- appointed as Executive Director ini 5^th AGM for a period of
3 (Three) years commencing from April 01, 2025.

• In accordance with the provisions of the Section 152 of the Companies Act, 2013 and
the Articles of Association of the Company, Mrs. Samta Baid (DIN: 008104727),
Non-Executive Director of the Company is liable to retire by rotation at the ensuing
16^th AGM and being eligible, has offered herself for re-appointment. The Board of
Directors on the recommendation of Nomination and Remuneration Committee has
recommended her re-appointment in the ensuing AGM.

• Mr. Mahendra Bhandari Singh (DIN: 03622017), Independent director of the company
resigned due to health issue w.e.f. closure of business hours on 18^th August, 2025. He
has confirmed that there is no material reason for his resignation.

Key Managerial Personnel (KMP)

During the financial year 2025-26, there was no change in the KMPs of the Company.

B. Declaration by Independent Directors

All Independent Directors of the Company have given requisite declarations under Section
149(7) of the Act, that they meet the criteria of independence as laid down under Section
149(6) of the Act along with Rules framed thereunder, Regulation 16( 1 )(b) of Listing
Regulations and have complied with the Code of Conduct of the Company as applicable to
the Board of directors.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 All Independent Directors of the Company are
registered with India Institute of Corporate Affairs.

All the Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act. Further, it is confirmed that in the opinion of the board,
the independent directors fulfill the conditions specified in Listing Regulations and the
Companies Act, 2013 and are independent of the management.

The terms & conditions for the appointment of Independent Directors are available on the
website of the Company, http://www.vinavakpolvcon.com/node/29.

C. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company believes that a Board which is well familiarized with the Company and its
affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner
that fulfils stakeholders aspirations and societal expectation.

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail,
the terms of appointment, duties, responsibilities and expected time commitments. Each
newly appointed Independent Director is taken through a formal induction program on the
Company’s manufacturing, marketing, finance and other important aspects. The Company
Secretary briefs the Director about their legal and regulatory responsibilities as a director.

Further, the Directors are regularly updated with amendments in the provisions of the
Companies Act, 2013, Listing Regulations, other applicable SEBI Regulations etc. Besides
these, Directors are updated on continuous basis in respect of Related Party Transactions,
Audit and Auditors and they are periodically meeting with the senior management of the
Company.

The details of familiarization programme for Independent Directors is available at the website
of the Company under the link

https://www.vinayakpolycon.com/sites/default/files/Details%20of%20Familiarization%20pr
ogramme.pdf

D. Formal Annual Evaluation

Pursuant to the provisions of the Act and Listing Regulations, performance evaluation has
been carried out by the Board, Nomination Remuneration Committee and by the Independent
Directors on the basis of questionnaire. The Board has carried out an annual performance
evaluation of its own, individual Directors including Independent Directors (without the
presence of the director being evaluated) and its committees.

Board evaluation was carried out on various aspects revealing the efficiency of the Board’s
functioning such as Development of suitable strategies and business plans, size, structure and
expertise of the Board and their efforts to learn about the Company and its business,
obligations and governance.

The performance of Committees was evaluated on parameters such as whether the
Committees of the Board are appropriately constituted, Committees has an appropriate
number of meetings each year to accomplish all of its responsibilities, Committees maintain
the confidentiality of its discussions and decisions.

Performance evaluation of every Director was carried out by Board and Nomination &
Remuneration Committee on parameters such as appropriateness of qualification, knowledge,
skills and experience, time devoted to Board deliberations and participation in Board
functioning, extent of diversity in the knowledge and related industry expertise, attendance
and participations in the meetings and workings thereof and initiative to maintain high level
of integrity & ethics.

Independent Director’s performance evaluation was carried out on parameters such as
Director upholds ethical standards of integrity, the ability of the director to exercise objective
and independent judgment in the best interest of Company, the level of confidentiality
maintained. The Directors expressed their satisfaction with the evaluation process.

In their separate meeting, the Independent Directors had carried out performance evaluation
of Non-Independent Directors and the Board as a whole. The Independent Directors also
carried out the performance evaluation of the Chairman, taking into account the views of
Executive and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company
Management and the Board which is necessary for the Board to effectively and reasonably
perform their duties were also evaluated in the said meeting.

The Board found the evaluation satisfactory and no observations were raised during the said
evaluation in current year as well as in previous year.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

To comply with the provisions of Section 177 of the Act and Listing Regulation, your
Company has adopted a Vigil Mechanism / Whistle Blower Policy for Directors and
Employees of the Company. Under the Vigil Mechanism Policy, the protected disclosures can
be made by a victim through an e-mail or a letter to the Chairperson of the Audit Committee.
The Policy provides for adequate safeguards against victimization of Directors and
Employees who avail of the vigil mechanism.

The main objective of this policy is to provide a platform to Directors and Employees to raise
concerns regarding any irregularity, misconduct or unethical matters / dealings within the
Company, which may have a negative bearing on the organization either financially or
otherwise. The policy is available on the Company’s website at the weblink i.e.
http://www.vinavakpolvcon.com/policies.

During the financial year, no whistle blower event was reported and mechanism is functioning
well. No personnel have been denied access to the Audit Committee.

15. LOANS. GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Act, investments made are provided as
part of the financial statements. Further, there are no loans granted, guarantees given or
issued or securities provided by your Company in terms of Section 186 of the Act, read
with the rules issued there under.

16. COMMITTEES OF THE BOARD

The Board has 3 (three) committees: Audit committee, Nomination and
Remuneration committee and Stakeholders’ Relationship committee.

The Audi Committee met four times during the financial year 2024-25 on 30^th May, 2024,
09^th August, 2024, 12^th November, 2024, 12^th February, 2025.

The Nomination and remuneration committee met two times during the financial year 2024-
25 on 30^th May, 2024, 09^th August, 2024, for and Stakeholder Relationship committee g met
one time on 12^th November, 2024.

The intervening gap between the meetings, frequency and quorum at these meetings were in
conformity with the provisions of the Companies Act, 2013, Listing Regulations and
Secretarial Standards.

All committees consist entirely of independent directors. During the year under review,
Members of all the committees were appointed w.e.f. 01.04.2024.

The composition of the committees and compliances, as per the applicable provisions of
the Act and Rules, are as follows:

17- MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 4 (Four) times during the financial year 2024-25 on 30^th May,
2024, 09^th August, 2024, 12^thNovember, 2024 and 12^th February, 2025. The intervening gap
between the meetings, frequency and quorum at these meetings were in conformity with the
provisions of the Companies Act, 2013, Listing Regulations and Secretarial Standards.

The names and categories of the Directors on the Board, their attendance at Board meetings
during the year and at last Annual General Meeting, as also the number of Directorships and
Committee memberships held by them in other companies are shown in the table:

The draft of the minutes prepared by the Company is circulated among the Directors for their
comment / suggestion and finally after incorporating their views, final minutes are recorded
in the minute’s books. Post meeting, important decisions taken were communicated to the
concerned officials and departments for the effective implementation of the same.

18. RELATED PARTY TRANSACTIONS

VPIL has historically adopted the practice of undertaking related party transactions only in
the ordinary and normal course of business and at arm’s length as part of its philosophy of
adhering to highest ethical standards, transparency and accountability. Pursuant to the
provisions of Section 188 of the Act read with rules issued there under and the listing
regulations all contracts / transactions / arrangements entered by the Company during the

financial year with the related parties were in ordinary course of business and on an arm’s
length basis.

The Company has framed the policy on related party transaction and Audit Committee has
reviewed the related party transaction in every meeting. There are no material significant
related party transactions made by the Company with Promoters, Directors, KMP or other
designated persons and their relatives which may have a potential conflict with the interest of
the Company at large. Particulars of contracts or arrangements with related parties referred to
Section 188(1) of the Companies Act, 2013 in the form AOC 2 is annexed herewith as
Annexure 3.

During the financial year 2024-25, all transactions with related parties were reviewed and
approved by the Audit Committee. The Company has made transactions with related parties
pursuant to Section 188 of the Act.

The policy on related party transactions is available on Company’s website i.e.
http://www.vinavakpolvcon.com/policies.

19. PARTICULAR OF EMPLOYEES

Your Company firmly believes that a well-planned human resource management programme
that is tailored to your organization and staff can actually improve your business’s bottom
line. Our teams are integral to our business. We have embraced a culture of excellence to
nurture our people. We believe in selecting the right talent, training them and instilling in
them the spirit of VPIL. We focus on developing the most superior workforce so that the
organization and individual employees can accomplish their work goals in service to
customers. We also aim at achieving advance flexibility, innovation, competitive advantage
and improved business performance.

The statement of disclosure of remuneration under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 (‘Rules’), is attached to this report as Annexure 4.

20. NOMINATION & REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act read with Rule 6 of Companies
(Meetings of Board and its Powers) Rules, 2014 the Company has formulated a
Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP)
and Senior Management of the Company. This policy formulates the criteria for
determining qualifications competencies, positive attributes and independence for the
appointment of a director and it also provides guidelines to the Nomination and
Remuneration Committee relating to the Appointment, Removal & Remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company.

It also provides the manner for effective evaluation of performance of Board, its
committees and individual directors. The said policy of the Company is uploaded on
website of the Company at http://www.vinavakpolvcon.com/policies.

21. INDEPENDENT DIRECTORS’ MEETING

Abiding the highest norms of Corporate Governance, separate Meeting of the Independent
Directors of the Company is held every year in terms of the Schedule IV to the Companies
Act, 2013.

In respect of the financial year 2024-25, the Independent Directors met separately on May 30,
2024 without the presence of any Non-Independent Director or representatives of
management.

The Independent Directors at their Meeting inter aha, reviewed the performance of Non-
Independent Directors and the Board of Directors as a whole and the performance of the
Chairman, considering the views of Executive Directors and Non-Executive Directors. They
also assessed the quality, quantity and timeliness of flow of information between the
Management and the Board of Directors that helps the Board to effectively and reasonably
perform their duties.

The Independent Directors expressed satisfaction over the performance of Non-Independent
Directors, Chairperson and Board of Directors as a whole.

22. INTERNAL FINANCIAL CONTROL

The Company has adequate Internal Financial Controls (IFC) System operating effectively to
ensure the orderly and efficient conduct of its business including adherence to company
polices, safeguarding of its assets, optimal utilization of resources, prevention & detection of
frauds and errors, accuracy & completeness of accounting records and timely preparation of
reliable financial information. The Internal Control is supplemented by the detailed internal
audit programme, reviewed by management and by the Audit Committee.

The standard controls defined in the IFC framework are reviewed by the Internal auditors and
management concurrently to strengthen the existing processes and activities of the company
by way of formulating new guidelines and incorporating necessary changes in the standard
operating procedure of the Company.

Based on the results of assessments carried out by the management, no reportable or
significant deficiencies, no material weakness in the design or operation of any control was
observed during the period. The Audit Report of the Company does not contain any reportable
weakness in the Company related to IFC. The internal financial controls with reference to the
Financial Statements are commensurate with the size and nature of business of the Company.

Internal Auditor of the Company independently evaluate adequacy of internal controls and
audit the majority of the transactions undertaken by the Company. Post audit reviews are
carried out to ensure that audit recommendations have been implemented.

The Audit Committee of the Board of Directors which comprises of Independent Directors,
inter alia, reviews the adequacy and effectiveness of internal Control and monitors
implementation of Internal Audit observations.

During the financial year under review, the Statutory Auditor in their Report on the Internal
Financial Control with reference to financial statements for the financial year 2024-25 has
given unmodified report.

23. CODE OF CONDUCT

The Board of the Company has laid down a Code of Conduct for all Board members of the
Company. The Company is committed to conduct its business in accordance with pertinent
laws, rules and regulations and with the highest standards of business ethics.

The code of conduct has been circulated to all the members of the Board and Senior
Management Personnel and they have affirmed their compliance with the said code of conduct
for the financial year ended on March 31, 2025.

The code of conduct has been posted on the Company’s website:,
http://www.vinavakpolvcon.com/codeofconduct.

24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has always believed in providing a safe and harassment free workplace for
every individual working in VPIL’s premises through various interventions and practices. The
Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment.

In terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has in place a robust policy for prevention
of Sexual Harassment of Women at workplace. The policy aims at prevention of harassment
of employees as well as contract workers and lays down the guidelines for identification,
reporting and prevention of sexual harassment and your Company has also set up an Internal
Complaints Committee to look into complaints relating to sexual harassment at work place of
any women employee and follows the guidelines provided in the policy.

The following is the summary of Sexual Harassment complaints received and disposed off by
the Bank during the FY 2024-25

• Number of complaints pending at the beginning of the year: NIL

• Number of complaints received during the year: NIL

• Number of complaints disposed of during the year: Not Applicable

• Number of cases pending at the end of the year: Not Applicable

The policy is available on the Company’s website at the link
http://www.vinavakpolvcon.com/policies.

25. MATERNITY BENEFIT COMPLIANCE

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014,
the Board of Directors hereby confirms that the Company has complied with the provisions
of the Maternity Benefit Act, 1961 during the year under review.

All eligible female employees are extended maternity benefits in accordance with the Act,
including paid maternity leave, nursing breaks, and protection from dismissal during the
maternity period. During the review period, no instances of non-compliance were observed.

26. RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to identify the various
business risks. This framework seeks to create transparency, minimize adverse impact on the
business objectives and enhance the Company’s competitive advantage. The Risk
Management Policy defines the risk management approach across the enterprise at various
levels including documentation and reporting.

A systematic risk review process to identify, assess, monitor, manage and report risks
supported this. The framework provides a comprehensive and systematic approach to identify
and mitigate risks by embedding risk management as integral to planning at strategic and
operational levels. This helped monitor, report and review identified risks in addition to
considering emerging risks.

There are various elements of risk which, in the opinion of the Board, may threaten the
existence of the company some of which are as follows:

Competition risk

The dynamic nature of the market threatens growth and margins. The Company widened its
product offerings and visibility, enhancing long-term client relationships.

Technological disruption risk

Rapid technology transformation redefines businesses and any delay in adaptation could
affect revenues.

Manpower risk

Inadequate / under-skilled resources could result in a loss of business opportunities. The
Company’s talent acquisition function attracts qualified and skilled professionals. The
Company also trains manpower for a minimum of 30 hours/year. It is more at middle/senior
levels.

Supply chain disruption risk

VPIL is successfully able to mitigate this risk owing to a strong network of suppliers and
owned manufacturing facilities.

The policy is available on the Company’s website at the link
http://www.vinavakpolvcon.com/policies.

27. LISTING ON STOCK EXCHANGE

The Company is listed on the following stock exchange:

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400 001;

Scrip Code: 534639

The Company has paid the listing fees to the aforesaid Stock Exchange for the FY 2025-26.

28. DEPOSITORY SYSTEM

The ISIN allotted to the Company is INE581M01016. The Company has also established the
required connectivity with both the NSDL & CDSL through its registrar and share transfer
agent MAS Services Pvt. Ltd., New Delhi for both physical and demat segments.

The equity shares of the Company can be held in electronic form with any depository
participant with whom the Members/Investors have their depository account.

The process for getting the shares dematerialized is as follows:

1. Shareholder shall submit the shares certificate along with Dematerialization Request Form
(DRF) to Depository Participant (DP).

2. DP processes the DRF and generates a unique Dematerialization Request No.

3. DP forwards DRF and Share Certificates to Registrar and Share Transfer Agent (RTA).

4. RTA after processing the DRF confirms or rejects the request of Depositories.

5. If confirmed by the RTA, depositories give credit to shareholder in his account maintained
with DP.

6. Physical shares received for dematerialization are processed and dematerialized within the
stipulated period, provided the same are in order in all respect. Bad deliveries are immediately
returned to the DP

29. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 and amendments thereto, the Board has formulated and
implemented a Code of Conduct to regulate, monitor and report trading by its designated
persons and other connected persons and Code of Practices and Procedures for fair disclosure
of Unpublished Price Sensitive Information. The trading window is closed during the time of
declaration of results and occurrence of any material events as per the code.

The Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive
Information is available on the website of the Company,
http://www.vinavakpolvcon.com/codeofconduct.

30. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulation, the compliance with the Corporate
Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs. 10 crore and Net Worth
not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, the Company falls in the ambit of aforesaid exemption (a); hence compliance with the
provisions of Corporate Governance shall not apply to the Company and it also does not form
part of the Annual Report for the Financial Year 2024-25

However, our Company has complied with all the disclosures and requirements which are
applicable under all the rules, regulations for the time being in force.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report popularly known as MDAR is the
communication straight from the management to their valued shareholders giving them
insights into the present business conditions of the company and its future potential. It gives
a bird’s eye view about the Company’s objective, predictions and forward-looking statements.

This report is an integral part of the Boards’ Report. Aspects on industry structure and
developments, opportunities and threats, outlook, risks, internal control systems and their
adequacy, material developments in human resources and industrial relations have been
covered in this Report.

Our values and guiding principle have been woven around seven major aspects which are
evidently visible in all the activities performed by the Company i.e. Customer Satisfaction,
Innovation, Quality Product and Service, Employee Growth, Culture, Being Sensitive towards
Society and Environment Protection. This guiding principle is now the culture of the
organization and ensures that both internal and external customers are satisfied.

A. Macroeconomic Overview

The baseline forecast is for the world economy to continue growing at 3.2 percent during 2024
and 2025, at the same pace as in 2023. A slight acceleration for advanced economies—where
growth is expected to rise from 1.6 percent in 2023 to 1.7 percent in 2024 and 1.8 percent in
2025—will be offset by a modest slowdown in emerging market and developing economies
from 4.3 percent in 2023 to 4.2 percent in both 2024 and 2025. The forecast for global growth
five years from now—at 3.1 percent—is at its lowest in decades. Global inflation is forecast
to decline steadily, from 6.8 percent in 2023 to 5.9 percent in 2024 and 4.5 percent in 2025,
with advanced economies returning to their inflation targets sooner than emerging market and
developing economies.

Core inflation is generally projected to decline more gradually. The global economy has been
surprisingly resilient, despite significant central bank interest rate hikes to restore price
stability. India’s economy has been notably resilient amidst the past year’s global inflation
and supply chain constraints, boasting an impressive growth rate of 7.8% in the 2023-24 fiscal
year (FY) and exceeding the average G20 rate of 3.4%. Strong growth in the manufacturing
sector, higher-than-expected agricultural output, and robust government spending have made
India the world’s fastest-growing major economy.

However, according to the OECD’s latest figures, India’s economic growth is projected to
slow to 6.6% in FY 2024- 25, as global demand weakens and a tighter monetary policy takes
shape to manage global inflationary pressures. With inflation and monetary policy expected
to ease in the second half of 2024, the Paris-based think tank forecasts that India’s growth rate
will remain at 6.6% in FY 2025-26. Although these figures are above the G20 average of
3.1% in both 2024 and 2025, they fall short of the Indian government’s target of 7% to 7.5%
by 2030.

B. Industry Structure & Development

The Indian plastics industry has made a significant progress since beginning of 1957 with
the production of polystyrene. Thereafter, the industry has grown and diversified rapidly.

Plastic bottles have become way of life and are in all sectors such as food and beverages,
oil, pharma, drinking water and all other sectors. They do not fall into single use plastic
as, they are environment-friendly and can be recycled repeatedly which further reduces

their manufacturing cost. Hence their volume has reached around 20 million tons/pa
globally Polyethylene terephthalate (PET) refers to a thermoplastic polymer resin of the
polyester family which is widely used for manufacturing plastic bottles. In comparison
with PP, HDPE and PVC bottles, PET bottles are more durable, transparent, lightweight,
non-reactive, cost-effective and thermally stable.

During the period under review, there is significant increase in the use of plastic including
PET Containers throughout the country. Clear Visibility of packed product in primary and
secondary packaging has gained importance. The buyer wants to clearly see the inner
contents before buying and wants the container to be unbreakable, child safe and durable.
This led to great increase in manufacturing of plastic wares in the country especially PET.

Your company is on its way to capitalize on this trend, through improved production of
plastic products and through alliances with the suppliers who have specific expertise in
the related field.

C. Opportunity

The consumption of plastic is increasing at the rapid speed as it is easy and convenient to
use and can easily be recycled. It paves a path to the companies to make new development
for the better positioning in the market. The ability to see the contents off the shelves
before buying in a transparent container is always preferred over others.

Vinayak Polycon International Limited is continuously striving to increase its production
and aims to provide better quality products to its consumers along with making strong
position in domestic market.

D. Threats

• Temporary decline in the economic activity

• Increased competition in the plastic industry due to entry of new players

• Introduction of new technologies

• Introduction of new taxes

• Any unfavourable change in Government Policies may affect the profitability of the
company.

• Threat of substitutes

• Rising cases of Takeovers or stressed companies where by Creditors have to agree to
the plan offered by the buyer / Resolution professional.

E. Segment wise Performance

The Company deals only in one segment i.e. Manufacturing & Trading of PET Products,
accordingly there is only a single reportable segment.

F. Outlook

The Outlook of your Company is promising, in light of its refreshed mission and vision
and clear strategic framework. Vinayak Polycon International Limited leadership team
and employees at all levels are in line with the strategy and working towards making it a
success. The Company’s product development team has developed an exciting range of
plastic items which will fuel our growth in future

G. Risks and Concerns

The risks and opportunities inherent to all corporations are inseparable elements. The
Directors and management of the Company make constructive decisions to protect the
interests of stakeholders. The Company has implemented a Risk Management Policy,
which is continuously monitored and reviewed under the guidance of Audit Committee.

The Company recognises that the emerging and identified risks need to be managed and
mitigated to:

• Protect its shareholders and other stakeholder’s interest,

• Achieve its business objective,

• and enable sustainable growth.

The Board of Directors is continuously and carefully monitoring the risks and concerns
related to the business for example: macroeconomic factors, geographical concentration,
change in the Government policies and legislation, increase in the raw material prices etc.

Competition is increasing day-by-day in all fields of business. Similarly, there is
competition in plastic industries too. The company is facing various risks and obstacles
which includes inflation risk, credit risk, interest rate risk, non-availability of raw-
material, high prices etc.

In order to overcome such situations company is fully aware towards the preparation of
appropriate programs, adoption of suitable policies and to take corrective and
precautionary measures for safeguarding the company’s market position and further to
strengthening it.

The financial and related risks have been comprehensively covered in the Annual
Accounts of the company together with the mitigation strategy of the same. The present
and anticipated future risks are reviewed by the management of the company at regular
intervals. The management takes suitable preventive steps and measures to adequately
safeguard the company’s resources of tangible and intangible assets.

H. Adequacy of Internal Control System

To ensure effective internal controls across business processes and systems, the Company
has established a robust framework that is designed to provide reliable and quality
assurance related to the Company’s financial and operational information so that it can
comply with applicable laws and safeguard its assets. The framework comprises both
entity-level controls and business process controls. The adequacy and efficacy of these
controls are evaluated on a regular basis:

To facilitate the same, following measures have been initiated:

• The internal control systems are evaluated with respect to their compliance with the
operating systems and policies of the Company across all locations.

• The Company has put in place robust data security management

Commensurate with the size and nature of operations, the Company has adequate systems
of internal control comprising authorization levels, supervision, checks and balances and
procedures through documented guidelines which provide that all transactions are
authorized, recorded and reported correctly and compliance with policies and statutes are
ensured.

Anti-fraud programmes including whistle blower mechanisms are operative across the
company.

I. Discussion on Financial Performance with respect to Operational Performance

The company is engaged in Single Segment i.e. Manufacturing & Trading of PET
Products. The Indian plastics industry made a significant progress and the industry is
growing and diversifying rapidly. Financial performance of the Company has been
affected due to adverse economic environment in India. Your company is trying to do well
on fulfilling its objectives of growth, profitability and maximization of shareholders
wealth. During the financial year 2024-25, your Company has achieved total revenue on
amounting to Rs. 2119.74 Lakhs as compared to Rs. 2153.39 Lakhs in previous financial
year and Net Profit after tax (PAT) has decreased Rs. 22.48 Lakhs to a Profit of Rs. 29.45
Lakhs in financial year 2023-24. There is a reduction in Profit after tax (PAT) due to
substantial one-time increment in repair & maintenance cost of Plant & Machinery.

The overview of financial performance with respect to operational performance of the
Company can be obtained from the various following ratio analysis:

Details of any change in Return on Net Worth as compared to the immediately previous
financial vear:

• Change in the Return on Net worth due to decrease in sales & Profit of the company.

J. Human Resources Development/Training

The Company always believes that its growth is closely linked with the growth and overall
development of its employees. The Company is committed to upgrade the skill of its
employees and to create an environment where excellence is recognized and rewarded.
The target is to place right people at right position and to enhance the efficiency, working
speed, competency and time management skill of its employees. The Company’s endeavor
is to create an environment where people can use all of their capabilities in promoting the
business of the Company.

As on 31^st March, 2025, the Company employed a total of 51 employees of which 12 were
Officers and 39 belong to non-executive cadre.

K. Trade Relations

Vinayak Polycon International Ltd. believes in building teams across the business and
functions with the aim to share knowledge and experience. Cross functional teams work
with clear objectives to solve the issues and create value for the company. The company
fosters open dialogue among the employees with the brief that the people, who
communicate continuously and openly, build trust and mutual respect.

The Company maintained healthy, cordial and harmonious Industrial relations at all
levels. The Directors wish to place on record their appreciation for the valuable
contribution by the employees of the Company.

L. Cautionary Statement

The Management Discussion and Analysis may contain certain statements that might be
considered forward looking. These statements are subject to certain risks and
uncertainties. Actual results may differ materially from those expressed in the Statement
as important factors could influence the Company's operations such as Government
policies, local, political and economic development, industrial relations, and risks inherent
to the Company's growth and such other factors. Market data and product analysis
contained herein has been taken from internal Company reports, Industry & Research
publications, but their accuracy and completeness are not guaranteed and their reliability
cannot be assured.

32. DISCLOSURE ON SECRETARIAL STANDARDS

The company complies with all applicable secretarial standards issued by the Institute of
Company Secretaries of India. The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards and that such systems
are adequate and operating effectively.

33. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, the Board of Directors to the best of its knowledge and
ability, confirm:

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

b) That the directors had selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as on March 31, 2025 and of the profit of
the Company for that period;

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

d) That the Directors have prepared the annual accounts on a 'Going Concern' basis.

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 were adequate and operating effectively.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER

THE INSOLVENCY AND BANKRUPTCY CODE. 2016 131 of 2016)

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to
disclose the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the
financial year is not applicable.

35. OTHER DISCLOSURES

Other disclosures with respect to Board’s Report as required under the Companies Act, 2013 and the
rules notified thereunder, and Listing Regulations are either NIL or NOT APPLICABLE on the
Company.

ACKNOWLEDGEMENT

Your Company’s organizational culture upholds professionalism, integrity and continuous
improvement across all functions as well as efficient utilization of the Company’s resources for
sustainable and profitable growth.

Board of directors wish to place on record their appreciation for the sincere services rendered by
employees of the Company at all levels.

Board of directors also wish to place on record their appreciation for the valuable cooperation and
support received from various Government Authorities, Banks/Financial Institutions and other
stakeholders such as members, customers and suppliers, among others.

Board of directors also commend the continuing commitment and dedication of employees at all
levels which has been vital for the Company’s success.

The Board is deeply grateful to our investors and shareholders for the unwavering confidence and
faith in us and look forward to their continued support in future

Date: 13.08.2025
Place: Jaipur

Registered Office: 312, Navjeevan For and on behalf of the Board of Directors

Complex, 29, Station Road, For Vinayak Polycon International Limited

Jaipur-302006 (Rajasthan)

Tel: 0141-2377007

BHARAT KUMAR BAID VIKRAM BAID

mvestor@vmavakpolvcon.com MANAGING DIRECTOR WHOLE TIME DIRECTOR

www.vinavakpolycon.com DIN: 00212506 & CFO

DIN: 00217347