Your Directors are pleased to present Second Annual Report on the business and
operations of the Company together with the Audited Statements of Accounts for the
financial year ended on March 31, 2024 and other accompanying reports, notes and
certificates.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the company for the financial year ended on March 31, 2024
is given below:

(Amount in Lakhs.)

The Key highlights pertaining to the business of the Company for the Year 2023-24 have
been given hereunder:

The Company has turnover of 1,882.71 (in lakhs) and the company has book Net Profit of
Rs. 169.46 (in lakhs) for the year under review.

The Earnings per Share of the financial year under review is 3.80.

Furthermore, your Director assured that the Company will achieve its strategic objectives
of sustainable and profitable growth by improving the product excellence, exploring
markets and delivering customer delight in the year to come.

2. DIVIDEND

The Board of the Company did not recommend any dividend for the year under review.

3. UNPAID DIVIDEND & IEPF

The Company is not required to transfer any amount to IEPF Account.

4. TRANSFER TO RESERVES

Whole of the Net Profit earned has been transferred to the reserves for the year under
review.

5. SHARE CAPITAL
Authorized Capital:

The Authorized Share capital of the Company as on March 31, 2024 is Rs. 6,00,00,000.

*The company has increased its authorized share capital to Rs. 6,00,00,000 w.e.f. June
20, 2022 from Rs. 100000.

Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and Paid-up Capital of the Company is Rs. 5,33,27,280.

*The company had also made preferential allotment of 48000 shares of face value Rs.
10/- per equity share for cash at a issue price of Rs. 125/- per equity share on April 24,
2023.

**Furthermore, the preferential allotment of 2,68,394 shares of face value Rs. 10/- per
equity share for other than cash at a issue price of Rs. 125/- per equity share on May
06, 2023.

***The Company has also made bonus issue of 35,90,334 shares of face value of Rs.
10/- per equity share on May 10, 2023.

***The Company has come up with SME Initial Public Offer and allotted 1416000 equity
shares of face value of Rs. 10 each for cash at a price of Rs. 108/- per equity share
including share premium of Rs. 98/- per equity share aggregating to Rs. 1529.28 Lacs on
November 02, 2023

The funds raised through the SME IPO have been fully utilized as per the objects
mentioned in the prospectus dated October 23, 2023.

6. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

The Company does not have any Holding/Subsidiary/Associate Company/Joint
Ventures.

Statement Containing Salient Features of Financial Statements of Associate Company:

Your Company is not having any Associate Company and hence the statement containing
the salient feature of the financial statement of a company's associate Company under
the first proviso to subsection (3) of section 129 in the prescribed Form AOC-1 does not
form part of Directors' Report.

Details of New Subsidiary/ Joint Ventures/Associate Companies:

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company during
the year under review.

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ Associate
Companies:

7. BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES

• APPOINTMENTS ON BOARD

a. Mr. Dineshkumar Girjaprasad Dubey, CFO of the Company resigned on 10.08.2023
and Ms. Niyati Navinbhai Panchal appointed as CFO of the Company on
10.08.2023.

b. Mr. Upendra Umashankar Tiwari was appointed as Managing Director and
Chairman of the company on 05.05.2023.

c. Mr. Vishal Tiwari designation was changed from Executive Director to Non¬
Executive Director w.e.f. 05.05.2023.

d. Ms. Amita Chhaganbhai Pragada was appointed as Non-Executive Independent
Director (Additional) w.e.f 05.05.2023.

e. Ms. Khyati Bhavya Shah was appointed as Non-Executive Independent Director
(Additional) w.e.f 05.05.2023

f. Ms. Kajal Kalwani was appointed as Company Secretary of the Company w.e.f
05.05.2023

• NUMBER OF BOARD MEETINGS

During the year under review i.e. Financial Year 2023-24, 12 (Twelve) Board meetings

were held.

• NUMBER OF EXTRA-ORDINARY GENERAL MEETINGS

During the year under review i.e. Financial Year 2023-24, 06 (Six) Extra-Ordinary
General meetings were held:

• ATTENDANCE OF DIRECTORS AT BOARD MEETING AND ANNUAL GENERAL
MEETING (AGM):

• DIRECTOR RETIRED BY ROTATION:

Mr. Vishal Tiwari (DIN: 08530704), who retire by rotation and being eligible, offers
himself for re-appointment as Director in this AGM.

• MEETING OF INDEPENDENT DIRECTORS:

Pursuant Regulation 25(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Separate meeting of the Independent Directors
of the Company was held on March 25, 2024 at registered office of the Company.

• CHANGE IN KEY-MANAGERIAL PERSONNEL:

• DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations to the effect that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act,
2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures
Requirements), Regulations 2015. In the opinion of the Board, Independent Directors
fulfill the conditions specified in the Act, Rules made there under and Listing
Regulations.

• FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board carried out an Annual Evaluation of its own performance
and the performance of individual Directors, as well as evaluation of the Committees
of the Board under the provisions of Section 134 (3)(p) of the Act, relevant Rules, as
prescribed. They were satisfied with the overall performance of the Directors
individually and that the Directors generally met their expectations of performance.

• STA TEMENT OF BOARD ON INDEPENDENT DIRECTOR:

All the Independent directors appointed during the year under review are of utmost
integrity, expertise and experience and has passed the proficiency test conducted by
the Indian Institute of Corporate Affairs.

• COMMITTEES OF THE BOARD

The provisions of the Companies Act, 2013 and the Securities Exchange Board of India
(Listing Obligations and Disclosures Requirements), Regulation, 2015 have prescribed
and mandated Forming of Committees of the Board for efficient working and
effective delegation of work and to ensure transparency in the practices of the
Company.

Accordingly, the Committees formed by the Board are as follows:

1. Audit Committee

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit
Committee. The details of which is disclosed herewith.

The Audit Committee of your Company was formed with the purpose of ensuring
Transparency, Efficiency & Accountability in the transactions of the Company. Further
to recommend Appointment & Remuneration of the Statutory Auditors of the
Company, examining the Financial Statements, approving Related Party transactions,
carrying out valuation of various Undertakings/Assets of the Company etc.

During the year, the Audit Committee Constituted of the following persons:

The Audit Committee is constituted and has met Four times during the Financial Year
2023-24 on 17^th August, 2023 11^th November, 2023, 8^th January, 2024. And 25^th
March, 2024.

2. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the
Nomination and Remuneration Committee. The details of which is disclosed
herewith. The policy is available on the following web-link of the Company:
https://vrundavanplantation.com/

The Committee is, inter-alia has been formed to identify persons who are qualified
to become Directors of the Company and who may be appointed in the Senior
Management along with the evaluation of Directors performance, formulating
criteria for determining positive attributes and independence of a Director and
recommending policy relating to the remuneration of the Directors, Key Managerial
Personnel and other employees and granting of Employee Stock Options to eligible
employees.

The Nomination Remuneration Committee is constituted and has met Four times
during the Financial Year 2023-24 on 17^th August, 2023.

3. Stakeholders Relationship Committee

The Board has in accordance with the provisions of Section 178(5) of the Companies
Act, 2013 constituted Stakeholder Relationship Committee. The details of which is

disclosed herewith. The Stakeholders Relationship Committee has been formed to
resolve the grievances of various stakeholders of the Company. Its scope of work
includes overseeing the performance of the RTA and take note of the complaints
received, issuing of duplicate share certificates in case of loss/ theft or torn
certificate, redressal of issues related to non-receipt of dividend/Annual report, etc.
The Committee, inter alia, started overseeing and reviewing all matters connected
with the shares and looks into shareholders complaints.

No complaints were received by the Company from the shareholders / investors
during the Financial Year 2023-24 and no investor complaints were outstanding as on
31st March 2024.

During the year, the Stakeholder Relationship Committee constituted of the following
persons:

The Stakeholder Relationship Committee is constituted and has met Four times
during the Financial Year 2023-24 on 17^th August, 2023 11^th November, 2023, 8^th
January, 2024. And 25^th March, 2024.

8. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid down a comprehensive Risk Assessment and
Minimization Procedure which is reviewed by the Board from time to time. These
procedures are reviewed to ensure that executive management controls risk through
means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/measures have been formulated in the areas such
as business, project execution, event, financial, human, environment and statutory
compliance.

9. THE VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional
work environment. The Board of Directors of the Company has established a Whistle
Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015 for reporting the genuine concerns
or grievances or concerns of actual or suspected, fraud or violation of the Company's
code of conduct. The said Mechanism is established for directors and employees to
report their concerns. The policy provides the procedure and other details required
to be known for the purpose of reporting such grievances or concerns.

The policy is available on the following web-link of the Company:
https://vrundavanplantation.com/

10. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not
applicable, as the company does not have Networth of Rs. 500 crores or Turnover of
Rs. 1000 crores or Net Profit of Rs. 5 crores during the period which is under review
and hence the company is not required to comply with the provision of section
134(3)(o) of the Companies Act, 2013. Further the company has not constituted
Corporate Social Responsibility Committee.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings 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 regarding
conservation of energy and technology absorption is Nil.

12. OTHER STATUTORY DISCLOSURES

Disclosure of Remuneration paid to Director and Key Managerial Personnel and
Employees:

The details with regard to payment of remuneration to Director and Key Managerial
Personnel pursuant to Section 197(12) of Companies Act, 2013 is provided in
separate annexure to the Report as "Annexure-I", which forms part of this Report.

Remuneration to Employees

None of the employee has received remuneration exceeding the limit as stated in
rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

Particulars of contracts or arrangements with related parties:

All Transactions/Contracts/Arrangements entered into by the Company with Related
Party (ies) as provided under the provisions of Section 2 (76) of the Companies Act,
2013, during the Financial Year under review were in ordinary course of business and
on an Arm's Length Basis.

Further, none of these Contracts / Arrangements / Transactions with Related Parties
could be considered material in nature as per the thresholds given in Rule 15(3) of
the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no
disclosure is required to be given in this regard.

The details are disclosed in Form AOC-2 which is annexed as "Annexure-II", which
forms part of this Report.

Particulars of Loan, Guarantee and Investments under Section 186 of the Act:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The
Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to
time (including any amendment thereto or re-enactment thereof for the time being
in force), Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of Financial Statements provided in this Annual
Report.

Deposits

The Company has not accepted any deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its
success. The Company believes that a truly diverse board will leverage differences in
thought, perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age, ethnicity, race and gender, which will help the
Company to retain its competitive advantage.

The Company has zero tolerance for sexual harassment at workplace and has
adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
Workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made
there under for prevention and Redressal of complaints of sexual harassment at
workplace.

The objective of this policy is to lay clear guidelines and provide right direction in case
of any reported incidence of sexual harassment across the Company's offices and
take appropriate decision in resolving such issues.

During the financial year 2023-24, the Company has not received any compliant on
sexual harassment. The policy is available on the following web-link of the Company:
https://vrundavanplantation.com/

Significant and material orders passed by the regulators or Courts or Tribunals
impacting the going concern status and Company's Operations in Future:

As per the information available with the Board of Directors, there were no such
orders passed against the Company.

Change in the Nature of Business

There is no change in Business during the year.

Change in Name

The company changed its name from VRUNDAVAN PLANTATION PRIVATE LIMITED

to VRUNDAVAN PLANTATION LIMITED by virtue of conversion of private limited
company to public limited company in the Extra-ordinary general meeting of the
company held on Saturday, 27^th May, 2023.

Internal Financial Control Systems and their adequacy

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 as well as testing of the internal financial control systems by the internal
auditors during the course of their audits.

We believe that these systems provide reasonable assurance that our internal
financial controls are designed effectively and are operating as intended.

The Company has not issued any shares with differential rights and hence no
information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 54(1)(D) Of The Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review
and hence no information as per provisions of Section 54 (1) (d) of the Act read with
Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 62(1)(B) Of The Companies Act, 2013

The Company has not issued any equity shares under Employees Stock Option
Scheme during the year under review and hence no information as per provisions of
Section 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

Disclosure under Section 67(3) Of The Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant
to Section 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital and
Debentures) Rules, 2014 is furnished.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company
as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as
"Annexure - III" and forms part of this Report.

14. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the
Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of
Company Secretaries of India and approved by the Central Government.

15. AUDITORS
Statutory Auditors:

The Auditor's report given by M/s. Piyush Kothari & Associates, Chartered
Accountants (FRN: 140711W), on the Financial Statements of your Company, for the
year ended March 31, 2024, forms part of the Annual Report.

There is no qualification, reservation or adverse remark or any disclaimer in their
Report.

The board has recommended appointment appointment of M/s Doshi Doshi & Co.,
Chartered Accountants (FRN: 153683W) as statutory auditors of the Company.

Details in Respect of frauds reported by the Auditors under Section 143(12) of
Companies Act, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under
Section 143(12) of Companies Act, 2013.

Secretarial Auditor:

The Company has appointed CS Sonu Jain, Practicing Company Secretary, as a
Secretarial Auditor of the Company, according to the provision of Section 204 of the
Companies Act, 2013 read with Companies Rules for the purpose of conducting
Secretarial Audit of Company for the Financial year 2023-24. The Report of the
Secretarial Audit is annexed herewith as "Annexure IV".

16. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has an internal control system, commensurate with the size, scale and
complexity of its operations. This ensures that all transactions are authorized,
recorded and reported correctly, and assets are safeguarded and protected against
loss from unauthorized use or disposition. The Company has adequate internal
controls for its business processes across departments to ensure efficient operations,
compliance with internal policies, applicable laws and regulations, protection of
resources and assets and appropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the
adequacy and compliance with policies, plans and statutory requirements.

It comprises of experienced professionals who conduct regular audits across the
Company's operations. The Company has also appointed a firm of Chartered
Accountants as Internal Auditors, who reviews the various functions of the Company
thoroughly and report to the Audit Committee.

17. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading
pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI
(Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated employees
while in possession of unpublished price sensitive information in relation to the
Company and during the period when the 'Trading Window' is closed. The Board is
responsible for implementation of the Code. All Directors and the designated
employees have confirmed compliance with the Code.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your
Directors, to the best of their knowledge and belief and according to information and
explanation obtained by them, confirm that:

(a) In the preparation of the annual accounts for the year ended on 31st March
2021, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them
consistently and made judgments 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 and of the profit and loss of the company for
that period;

(c) 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) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down Internal Financial Controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively.

19. DISCLOSURE ABOUT DISQUALIFICATION:

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

20. COST RECORDS

The company under sub-section (1) of section 148 of the Companies Act, 2013, is not
required to maintain cost accounts and records.

21. DECLARATION UNDER INSOLVENCY AND BANKRUPTCY CODE

No application made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year under review.

22. DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

The company has not made any settlement with banks or financial institutions in the
year under review; therefore no valuation was made.

ACKNOWLEDGEMENT:

The Board of Directors are grateful for the co-operation and support from the Bankers,
clients and other business partners. The Board takes this opportunity to express their
sincere appreciation for the excellent patronage, total commitment, dedicated efforts
of the executives and employees of the Company at all levels.

Your Directors would like to express their gratitude to the Members and are deeply
grateful to them for reposing their confidence and faith in the Company.

The Directors wish to place on record their sincere appreciation of the valuable services
rendered by the employees to the Company.

APPRECIATION

The Directors wish to convey their appreciation to all of the Company's employees for
their enormous personal efforts as well as their collective contribution to the
Company's performance. The Directors would also like to thank the shareholders,
customers, dealers, suppliers, bankers, Government and all the other business
associates for the continuous support given by them to the Company and their
confidence in its management

By the Order of the Board of Directors
VRUNDAVAN PLANTATION LIMITED

Sd/- Sd/-

UPENDRA UMASHANKAR TIWARI VISHAL TIWARI

Date: 30.08.2024 Managing Director Director

Place: Ahmedabad DIN: 09630205 DIN: 08530704