Your Directors have pleased to present the 37^th Annual Report on the business & operations of your Company
along with the Audited Financial Statements for the financial year ended 31^st March, 2025.

SUMMARIZED FINANCIAL RESULTS

STATE OF COMPANY’S AFFAIRS

During the period under review, on standalone basis, your Company has achieved a Total Revenue from
Operations of Rs. 1,83,073.01 Lakhs as against Rs. 1,82,923.28 Lakhs in the previous financial year. The
Profit before Finance Cost, Depreciation and Tax is Rs. 2,853.46 Lakhs, Profit after Tax is Rs. 1,837.23 Lakhs
and Total Comprehensive Income is Rs. 1,833.79 Lakhs as compare to Rs. 703.03 Lakhs, Rs. 235.39 Lakhs
and Rs. 273.88 Lakhs respectively in the previous financial year. During the year the Total Revenue from
Operations and Profit after Tax of the Company has increased by 0.08% and 680.50% respectively due to
favourable market conditions and growth in overall edible oil sector.

Further, during the period under review, on consolidated basis, your Company has achieved Profit before Tax
(after share of profit of associates) of Rs. 2,248.97 Lakhs as against Rs. 406.17 Lakhs in the previous financial
year. The Profit after Tax is Rs. 1,842.58 Lakhs and Total Comprehensive Income is Rs. 1,902.20 Lakhs as
against Rs. 293.94 Lakhs and Rs. 313.11 Lakhs respectively in the previous financial year. During the year the
Profit before Tax (after share of profit of associates) and Profit after Tax of the Company has increased by
453.70% and 526.86% respectively due to favourable market conditions and growth in overall edible oil
sector.

During the period under review, Wind Power Generation plant of the Company located at Village Hansua,
District Jaisalmer, Rajasthan was not in operation as the segment is not financially viable to run. However, the
effect of this segment is very marginal on overall revenue of the Company.

DIVIDEND

The Company intends to retain internal accrual for funding growth to generate a good return for shareholders
both of today and tomorrow. Thus, the Board of Directors do not propose any dividend for the financial year
2024-25.

TRANSFER TO RESERVES

Your Company has not made any transfer to Reserves during the financial year 2024-25.

PUBLIC DEPOSITES

During the year under review, the Company has neither accepted nor renewed any deposits in terms of
Chapter V of the Companies Act, 2013 and Rules framed thereunder.

CORPORATE SOCIAL RESPONSIBILITY

The composition of the Corporate Social Responsibility Committee is in accordance with the provisions of
Section 135 of the Companies Act, 2013 read with Rule 5 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014. Presently, the Corporate Social Responsibility Committee comprises of three directors,
two are Non-Executive Independent Directors and one is Non-Executive Non-Independent Director. The
Chairperson of the Committee is an Independent Director, The composition of the Committee is as follows:-

During the Financial Year 2024-25, the Company has spent a sum of Rs. 61.67 Lakhs (more than 2% of the
average net profits of last three financial years) on CSR activities against its Net CSR Liability of Rs. 56.82.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate
Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which
has been approved by the Board.

The CSR Policy of the Company can be accessed on the Company’s website at the link:
http://www.viiaysolvex.com/assets/docs/csr policy.pdf

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale,
Impact and Sustainability.

The Company has identified focus areas for CSR engagement, details of few such areas are given below:

1) Promoting education including special education.

2) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation.

3) Promoting gender equality, empowering women and setting up old age homes.

4) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare.

5) Rural development projects.

6) Setting up orphan homes, old age homes, homes for women’s etc.

7) Promoting rural sports and nationally recognized sports.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.
The Annual disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is
attached herewith as Annexure-I.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013 read with Rules
framed thereunder, the Consolidated Financial Statements of the Company for the financial year 2024-25 have
been prepared in compliance with applicable Accounting Standards and on the basis of audited financial
statements of the Company and audited/ unaudited financial statements of its associates companies (refer
Form AOC-1 as attached to the Consolidated Financial Statements of the Company forming part of this
Annual Report), as approved by the respective Board of Directors. The Consolidated Financial Statements
together with Auditor’s Report form part of this Annual Report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the various
regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
Companies Act, 2013, as amended. A report on Corporate Governance along with certificate on its compliance
forms a part of this Annual Report.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES
AND HIGHLIGHTS OF THETR PERFORMANCE AND THEIR CONTRIBUTION TO THE
OVERALL PERFORMANCE OF THE COMPANY

There is no subsidiary and joint venture of the Company and further there are no Companies, which have
become or ceased to be the subsidiary, joint venture and associate of the Company during the year.

Detail of associate companies has been specified in form MGT-7 i.e. Annual Return for the financial year
ended March 31, 2025 and the same is put up on the website of the Company at link:
https://www.viiaysolvex.com/assets/docs/mgt7 2024-25.pdf

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient
features of the financial statements of the Associate Companies in Form AOC-1 is attached to the
Consolidated Financial Statements of the Company forming part of this Annual Report. The said form also
highlights the financial performance of the Associate Companies and their contribution to the overall
performance of the Company during the period under report pursuant to Rule 8(1) of the Companies
(Accounts) Rules, 2014.

PARTICULARS OF LOAN GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED

During the financial year 2024-25, the Company has not given any loan, provide guarantee and securities.
However, Company has made investment of Rs. 2.08 Lakhs for acquiring 2660 equity shares of Vishal Mega
Mart Limited.

The Board duly met at regular intervals to discuss and decide on business strategies/policies and review the
financial performance of the Company. The notice along with agenda and notes on agenda of each Board
Meeting was given in writing to each Director.

Nine (9) meetings of Board of Directors were held during the year. The interval between two meetings was
well within the maximum period mentioned under section 173 of Companies Act, 2013 and Regulation 17(2)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details, please
refer report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

The composition of the Audit Committee is in accordance with the provisions of Section 177 of the
Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Presently, the Audit Committee comprises of three
directors, two are Non-Executive Independent Directors and one is Non-Executive Non-Independent Director.
The Chairperson of the Committee is an Independent Director. The composition of the Committee is as
follows:-

During the financial year 2024-25, the recommendations made by the Audit Committee were accepted by the
Board.

Further, the Roles and Responsibilities and other related matters of Audit Committee forms an integral part of
Corporate Governance Report as part of this Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, Shri Saurabh Data
(DIN: 00286331), Non-Executive Non-Independent Director of the Company is liable to retire by rotation at
the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment in accordance with
the provisions of the Companies Act, 2013.

Shri Vijay Data as Managing Director of the Company, during his existing tenure i.e. from September 26,
2022 till September 25, 2025 has attained the age of 70 years on July 1, 2025. Based on the recommendation
of the Nomination and Remuneration Committee and keeping in view of his high level of planning, vision and
strategy, leadership skills and in depth knowledge of Oil and Oil Seeds, Board of Directors of the Company at
its meeting held on June 28, 2025, has approved the continuation of his employment as Managing Director of

the Company, on the same terms of appointment and remuneration as approved by members the 34^th Annual
General Meeting of the Company held on 26.09.2022, subject to approval of the members at the ensuing
Annual General Meeting of the Company. The Board of Directors recommends continuation of the
employment of Mr. Vijay Data (DIN: 00286492) as Managing Director of the Company on attaining the age
of 70 years on July 1, 2025 for the remaining period of his term, for approval of the members.

Further, during the current financial year 2025-26, the present tenure of Shri Vijay Data as Managing Director
of the Company will expire on 25^th September, 2025. Based on the recommendation of the Nomination and
Remuneration Committee and keeping in view of his vast experience and leadership skills, the Board of
Directors of the Company at its meeting held on August 14, 2025, has approved the re-appointment of Shri
Vijay Data as Managing Director of the Company to hold office for a period of 3 (three) years commencing
with effect from September 26, 2025 to September 25, 2028 at a remuneration as mentioned in the explanatory
statement to the notice of this 37^th Annual General Meeting of the Company. The Board of Directors
recommends the re-appointment of Shri Vijay Data as Managing Director of the Company for approval of the
members.

During the current financial year 2025-26, the present tenure of Shri Daya Kishan Data as Whole Time
Director of the Company will expire on 28^th September, 2025. Based on the recommendation of the
Nomination and Remuneration Committee and keeping in view of his vast experience and broad range of skill
set, the Board of Directors of the Company at its meeting held on August 14, 2025, has approved the re¬
appointment of Shri Daya Kishan Data as Whole Time Director of the Company to hold office for period of 3
(three) years commencing with effect from September 29, 2025 to September 28, 2028 at a remuneration as
mentioned in the explanatory statement to the notice of this 37^th Annual General Meeting of the Company.
The Board of Directors recommends the re-appointment of Shri Daya Kishan Data as Whole Time Director of
the Company for approval of the members.

A brief resume of the director proposed to be appointed/re-appointed, the nature of his expertise in specific
functional areas, names of the companies in which he holds directorship, committee membership /
chairmanship, his shareholding etc. are furnished in the explanatory statement to the notice of this 37^th Annual
General Meeting of the Company.

None of the Independent Directors had any pecuniary relationship or transactions with the Company during
Financial Year 2024-25. In the opinion of the Board, they fulfill the conditions of independence as specified in
the Companies Act, 2013 and Listing Regulations and are independent of the management.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act,
2013 are as follows :-

Mr. Vijay Data, Managing Director

Mr. Daya Kishan Data, Whole Time Director

Mr. Shanker Kukreja, Chief Financial Officer

Mr. Jay Prakash Lodha, Company Secretary

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the independent directors of the Company under
Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence in terms of
Section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Further, all the Independent Directors have complied with the
Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of
Conduct for Directors and senior management.

FAMILIARISATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The detail of programmes conducted during the year 2024-25 for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters are put up on the website of the
Company at link: https://www.viiaysolvex.com/assets/docs/familiarization2024 25.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) & (5) of the Companies Act, 2013, your Directors state that:

a) In the preparation of the Annual Accounts for the year ended 31^st March, 2025, the applicable accounting
standards have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made iudgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of
the Company as at 31^st March, 2025 and of the profit of the company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts of the Company on a ‘going concern’ basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations which ensure proper safeguarding of assets, maintaining proper
accounting records and providing reliable financial information.

The Internal Auditors of the Company conducted the internal audit of the Company’s operations and report its
findings to the Audit Committee on a regular basis. Internal Auditor also evaluates the functioning and quality
of internal controls and provides assurance of its adequacy and effectiveness through periodic reporting.

During the year, such controls were tested and no reportable material weaknesses in the design or operation
were observed. Your company has adequate internal financial control with reference to its financial
statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company incorporates a whistle blower policy. Protected disclosures can be
made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Company Secretary
or Chief Financial Officer of the Company or to the Chairman of the Audit Committee. The Policy provides
for adequate safeguards against victimization of employees who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have
been denied access to the Audit Committee. The whistle blower policy may be accessed on the Company’s
website at the link: http://www.viiaysolvex.com/assets/docs/whistle blower policy.pdf

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation
along with Nomination and Remuneration Committee, of its own performance, the Directors individually as
well as the evaluation of its committees.

The performance evaluation criteria of the Board include growth in Business volumes and profitability,
compared to earlier periods, growth over the previous years through and fairness in Board Decision making
processes. The performance of individual directors and committees was evaluated on the parameters such as
level of engagement and contribution, independence of judgment, safeguarding the interest of the Company
and its minority shareholders, time devoted, awareness to responsibilities, duties as director, attendance record
and intensity of participation at meetings etc.

The exclusive meeting of Independent Directors evaluates the performance of the Board, Non-Independent
Directors & the Chairman.

The performance evaluation of committee’s and board as a whole was done on the basis of questionnaire
which was circulated among the board members and committee members and on receiving the inputs from
them, their performance was assessed by the board.

Lastly, performance evaluation of individual directors was done on the basis of self-evaluation forms which
were circulated among the directors and on receiving the duly filled forms, their performance was assessed.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arm’s length basis and were in compliance with the
applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Details of related party
transactions have been disclosed in notes to the financial statements.

All related party transactions are placed before the Audit Committee. Prior omnibus approval of the Audit
Committee is obtained annually for transactions that are foreseeable and repetitive. The transactions entered
pursuant to the omnibus approval so granted along with the statement giving details of all related-party
transactions are placed before the Audit Committee for their approval on a quarterly basis.

During the financial year 2024-25, pursuant to the provisions of regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Company’s policy on related party transactions, the
transactions with related parties i.e. Deepak Vegpro Private Limited, Raghuvar (India) Limited and VDSD
Foods Private Limited, were considered material and accordingly, the Company at the 36^th Annual General
Meeting of the Company held on 30.09.2024 had obtained approval of members to enter into and/or carry out
and/or continue contracts/ arrangements/ transactions with Deepak Vegpro Private Limited, Raghuvar (India)
Limited and VDSD Foods Private Limited for the financial year 2024-25.

Further, in compliance of the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and on the basis of foreseen transactions, the Company proposes to obtain
prior approval of the members to enter into and/or carry out and/or continue contracts/ arrangements/
transactions with Deepak Vegpro Private Limited, Raghuvar (India) Limited and VDSD Foods Private
Limited for the financial year 2025-26. The particulars of contracts/arrangements/transactions with the above
mentioned parties are furnished in the explanatory statement to the notice of the 37^th Annual General Meeting
of the Company.

Pursuant to Clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rules 8(2) of the
Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements or transactions entered into
by the Company with related parties has disclosed in Form No. AOC- 2 which is attached as Annexure-II.

The policy on related party transactions as approved by the Board may be accessed on the Company’s website
at the link: http://www.viiaysolvex.com/assets/docs/related party policy.pdf

RISK MANAGEMENT POLICY

The Company’s Risk Management Policy is well defined to identify and evaluate business risks across all
businesses. It assesses all risks at both pre and post-mitigation levels and looks at the actual or potential
impact that a risk may have on the business together with an evaluation of the probability of the same
occurring. Risk mapping exercises are carried out with a view to regularly monitor and review the risks,
identity ownership of the risk, assessing monetary value of such risk and methods to mitigate the same. As per
view of the Board, there is no risk in operation of the Company, which may impact the existence of the
Company.

COST RECORDS

Pursuant to the provisions of sub-section (1) of section 148 of the Companies Act, 2013, the Central
Government has specified preparation and maintenance of cost records, is required by the Company and
accordingly such accounts and records are made and maintained by the Company.

AUDITORS AND AUDITOR’S REPORT

Statutory Auditors

The Members at the 34^th Annual General Meeting of the Company held on 30.09.2022 has approved the
appointment of M/s Aggarwal Datta & Co., Chartered Accountants (FRN: 024788C) as Statutory Auditors of
the Company for a term of 5 consecutive years to hold office from the conclusion of 34^th Annual General
Meeting till the conclusion of 39^th Annual General Meeting of the Company to be held in the Calendar year
2027.

M/s Aggarwal Datta & Co., Chartered Accountants (FRN: 024788C) have confirmed that they are not
disqualified from continuing as Auditors of the Company and holds the ‘Peer Review’ certificate as issued by
‘ICAI’.

Auditor’s Report

The notes on accounts referred to in the Auditor’s Report are self-explanatory and there are no qualifications,
reservations or adverse remarks in the Report and therefore do not need any further comment.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, the Board, upon a recommendation from the Audit Committee, has appointed M/s
Rajesh & Company, Cost Accountants (Firm Registration Number 000031) as the Cost Auditor of the
Company to conduct the audit of the cost records of the Company for the financial year ending March 31,
2026, at such remuneration as approved by the members of the Company at the ensuing Annual General
Meeting.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Board has
appointed Mr. Arun Jain, Company Secretary in Practice (Certificate of Practice No: 13932), to conduct
Secretarial Audit of the company for the financial year 2024-25. The Secretarial Audit Report for the financial
year ended 31^st March, 2025 is annexed herewith marked as Annexure-III.

Further, pursuant to amended Regulation 24A of the SEBI Listing Regulations, the Board of Directors of you
Company in their meeting held on May 30, 2025 has approved the appointment of M/s Arun Jain &
Associates, Practicing Company Secretary, Alwar (Firm Registration No. I2014RJ1231400) as Secretarial

Auditors of the Company to conduct audit under Section 204 of the Companies Act, 2013 and Regulation 24A
of the SEBI Listing Regulations, for a one term of five (5) consecutive years, commencing from the financial
year 2025-26 till the financial year 2029-30, subject to approval of the Members at the ensuing 37^th Annual
General Meeting. M/s Arun Jain & Associates have confirmed that they are not disqualified to be appointed as
Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company.

Non-compliance / Observation in Secretarial Audit Report and Management Response to the same

The Secretarial Auditor has marked a non-compliance / observation in his report dated 05.08.2024 for the
financial year ended March 31, 2025. The management response to the same is as under:-

Management response to the non-compliance / observation as set out in Point No. 3 of the Secretarial
Audit Report

As on 31^st March, 2025, 22,07,667 (68.96% of total capital) equity shares held under the Promoter and
Promoter Group, out of which 21,76,647 (98.59% of the total promoter group holding) equity shares are held
in dematerialized form. As on date only 31,020 (1.41% of the total promoter and promoter group holding)
equity shares are held in physical form under the promoter and promoter group. The Company is regularly
following up with the concerned member of the Promoters and Promoter Group to convert its holding in demat
form. The concerned member of promoter group informed the Company that due to death of its Karta Late
Shri Niranjan Lal Data the shares could not be dematerialized because of dispute between all the present
coparceners. As and when some concurrence will be made between the coparceners, the same will be
dematerialized by the member.

SALIENT FEATURES OF THE POLICY FOR DIRECTORS’ APPOINTMENT AND
REMUNERATION

The nomination and remuneration committee has recommended to the Board the following policies:-

a) Policy for selection of Directors and determining Directors Independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and Senior Management.

The salient features of the above mentioned policies are attached herewith and marked as Annexure-IV(i) and
IV(ii).

Further these policies may be accessed on the Company’s website at the link:

a) The Policy for selection of Directors and determining Directors Independence can be easily accessed on:
http://www.viiaysolvex.com/assets/docs/policy selection dir.pdf

b) The Remuneration Policy for Directors, Key Managerial Personnel and Senior Management may be easily
accessed on:

http://www.viiaysolvex.com/assets/docs/remuneration policy.pdf
WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, as amended, the Annual Return of the Company for the financial year 2024-25 is
placed on the website of the Company and may be accessed on the Company’s website at the link:

https://www.viiaysolvex.com/assets/docs/mgt7 2024-25.pdf

LEGAL MATTERS PENDING BEFORE VARIOUS COURTS AND NATIONAL COMPANY LAW
TRIBUNAL

Order dated 14.03.2012 passed by Hon’ble High Court of Judicature of Rajasthan, Bench at Jaipur inter alia in
S.B. Civil Misc. Appeal No. 2218 of 2011 in respect of partition suit was set aside by the Hon’ble Supreme
Court vide order dated 04.08.2014 and the matter was remitted back to Hon’ble High Court of Judicature of
Rajasthan for its fresh consideration after hearing the parties. Hon’ble High Court of Judicature of Rajasthan,
Bench at Jaipur, after hearing the parties, passed an order dated 06.04.2015 partially setting aside Order dated
10.02.2011 passed by the Court of Ld. ADJ, Jaipur. The order dated 06.04.2015 passed by Hon’ble High
Court of Judicature of Rajasthan was challenged before the Hon’ble Supreme Court of India by the original
Plaintiffs by filing SLP (C) No.11870 of 2015 and Hon’ble Supreme Court of India dismissed the SLP vide
order dated 29.01.2019. After dismissal of the SLP filed by Original Plaintiffs there is no restraint order
against the Company from transferring or alienating its properties/ assets or creating charge over the properties
of the Company.

The cases filed against or by the Company under Section 397-398 of the Companies Act, 1956 are still sub-
judice before the Hon’ble National Company Law Tribunal (erstwhile Company Law Board), Jaipur/Kolkata
which are yet to be heard finally by the NCLT.

The Company owns 2,47,500/- equity shares of Saurabh Agrotech Pvt. Ltd., which were illegally transferred.
This illegality has been challenged by the Company before the National Company Law Tribunal (NCLT)
under Section 111 of the Companies Act, 1956. Since the case is sub-judice before NCLT and Hon’ble
Supreme Court, the holding of such investment is continued to be shown in the books of the Company.

Presently, the Company is registered owner of SCOOTER trademark/device/logo and copyright holder for the
artwork of SCOOTER Wavy device which is registered with Registrar of Trade Mark and Copyright in favour
of the Company. The Company is taking appropriate legal action against all the persons who are infringing its
trademark and copyright. The Company is also defending its right before the Hon’ble Courts and Tribunals,
wherever the challenges against use of ‘Scooter’ and /or any other intellectual property rights of the Company
have been made.

The Company filed an Appeal before Appellate Authority, PMLA, Delhi titled Vijay Solvex Limited Vs.
Deputy Director, Enforcement of Directorate against order dated 02.05.2019 passed by the Adjudicating
Authority, PMLA registered as FPA-PMLA-3117/PTN/2019 and also filed an application for de-freezing the
bank account of the Company held in State Bank of India. The application for de-freezing of accounts has
been allowed by the Appellate Authority vide order dated 24.07.2019. The said appeal is fixed for hearing on
21.08.2025.

That a 2^nd supplementary complaint registered as Special trial No. (PMLA) 01/2020 has been filed before
Special judge PMLA Patna in main complaint no. 02/2018 dated 18.07.2018 (in ECIR No. PTZO/05/2016
dated 26.12.2016) before Ld. Sessions Judge (Special Judge (PMLA), Patna for impleading Vijay Solvex
Limited as Accused No. 8 in the main complaint. The 2^nd Supplementary complaint was listed on 04.08.2025
and same has been fixed for hearing on 03.09.2025.

The Company had filed an application before Directorate of Marketing & Inspection of Agriculture,
Cooperation & Farmer Welfare for inclusion of its registered trademark / Trade Brand Label “SCOOTER” for
Mustard Oil in CA Book in the year 2016 in terms of the provisions of Agricultural Produce (Grading and
Marking) Act, 1937 and Rules made thereunder. However, the said Trade Brand Label “SCOOTER” has not
been included in the CA Book of the Company till date. Therefore, Company filed a Civil Writ Petition before
the Hon’ble High Court of Rajasthan at Jaipur Bench, being SB Civil Writ Petition No. 16821/2022.
Respondent i.e., Directorate of Marketing & Inspection of Agriculture, Cooperation & Farmer Welfare has
filed its reply to the Writ Petition. The Hon’ble High Court of Rajasthan, Jaipur Bench vide its Order dated

23.01.2023 directed to implead M/s Vijay Industries as a necessary party as Respondent No. 3. M/s Vijay
Industries, Respondent No. 3 has filed its reply and the Company also filed its rejoinder to the reply of
Respondent No. 3. The Writ Petition is fixed for hearing on 18.09.2025.

M/s R.S. Gopal Sahay Shiv Narayan filed a Civil Suit against Vijay Solvex Limited (Company) bearing No.
60/2021 (CIS No. 41/2021) before the Commercial Court, at Alwar, Rajasthan for recovery of Rs. 20,07,568/-
and Rs. 8,43,178/- towards interest totaling to a sum of Rs. 28,50,746/-. The Hon’ble Commercial Court at
Alwar vide Order dated 01.11.2023 decreed the commercial suit in favour of M/s R.S. Gopal Sahay Shiv
Narayan and directed the Company to deposit a sum of Rs. 28,50,076/- along with interest thereon.

Being aggrieved by Order dated 01.11.2023, the Company preferred a first appeal before Hon’ble High Court
of Judicature of Rajasthan Bench at Jaipur bearing D.B. Civil First Appeal No. 23/2024 titled Vijay Solvex
Limited Vs. M/s R.S. Gopal Sahay Shiv Narayan (First Appeal). The Hon’ble High Court vide Orders dated

15.04.2024 and 17.02.2025 issued various directions to the Company which directions have been complied
with and the Company has deposited the entire decreetal amount along with up-to-date interest with the
Hon’ble Commercial Court, Alwar. The First Appeal filed by the Company is pending before the Hon’ble
High Court of Rajasthan at Jaipur and was listed on 12.08.2025 before the Court for hearing but due to paucity
of time the matter was adjourned for next date which is yet to be notified by the Court.

The Board is hopeful that the pending cases would be decided in favour of the Company.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL
YEAR 2024-25

There are no material changes and commitments affecting the financial position of company which have
occurred between the end of the financial year to which the financial statement relates and the date of this
report.

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

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as
required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)
Rules. 2014, as amended from time to time, are provided in the Annexure-V to this report.

PARTICULARS OF EMPLOYEES

The details of top 10 employees in terms of remuneration drawn as per provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Disclosure pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-VI to this Report.

Further, in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee of
the company except Managing Director and Whole Time Director, which draws the remuneration in excess of
the limits set out in the said rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure-VII to this
Report.

ENVIRONMENTAL HEALTH & SAFETY POLICY

The Company shall conduct its operations and business ensuring a healthy & safe work place in the plant and
sustainable environment in the surroundings. As an integral part of its operations and business planning, the
Company is committed to:

• Prevention of Pollution & Protection of environment

• Minimizing waste generation by improving plant efficiency

• Prevention of work related injuries and ill health

• Comply with the applicable legal & other requirements and

• Encourage consultation and participation of workers & their representatives

The Company is also committed to continually improve its Environmental Health and Safety (EHS)
performance by enhancing the competency of the employees through training & development initiatives.

The Environmental Health and Safety Policy of the Company is attached herewith and marked as Annexure-
VIII.

INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK
PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has an effective system to redress complaints received regarding sexual harassment in line with
the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal)
Act, 2013. All employees (permanent, contractual, temporary, apprentices and trainees) are covered under this
policy.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of complaints of sexual harassment received during the financial 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

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

DISCLOSURE REGARDING ANY APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the financial year 2024-25, the Company, being Operational Creditor, has filed an application under
Section 9 of the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal,
Mumbai, to initiate Corporate Insolvency Resolution Process under Chapter II of Part II of the Code, against
Aetos Agro Merchants Private Limited, Pune, Maharashtra, for total amount to be in default of Rs.
9,58,74,706/-. The said application is currently pending before the National Company Law Tribunal, Mumbai.
The matter was last listed on 13.08.2025 for hearing and adjourned for next date which is yet to be notified by
NCLT.

Further, no any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.
DISCLOSURE REGARDING ANY DIFFERENCE IN VALUATION

The Company during the financial year 2024-25 did not do any one time settlement and hence, did not carry
out any Valuation for one time settlement.

DISCLOSURE REGARDING COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961

During the financial year 2024-25, the Company has complied with the provisions relating to the Maternity
Benefit Act, 1961.

GENERAL

Your Director states that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:-

a) Change in share capital of the Company.

b) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company.

d) Transfer of Unclaimed/Unpaid Amount to Investor Education and Protection Fund

e) As there is no subsidiary or holding company of your company, so Managing Director and Whole Time
Directors of the company does not receive any remuneration or commission from any of such companies.

f) No significant or material orders were passed by the regulators or courts or tribunals, which impact the
going concern status and Company’s operations in future.

g) The Company does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.

h) There is no subsidiary of the Company, so no policy on material subsidiary is required to be adopted.

i) No fraud has been reported by the Auditors to the Audit Committee or the Board which were committed
against the Company by officers or employees of the Company.

j) Issue of Employee Stock Option Scheme to employees of the Company.

Your Directors further state that:-

There is no change in the nature of business of the Company during the financial year 2024-25.
ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation for assistance and co-operation
received from the Bankers, Vendors, Government Authorities, Customers and Member during the year under
review. Your Directors also wish to place on record their deep sense of appreciation for committed services by
the executive staff & workers of the Company and gratitude to the members for their continued support and
confidence.

Place: Alwar By order of the Board of Directors

Date: 14.08.2025 For Vijay Solvex Limited

(Saurabh Data) (Vijay Data)

Director Managing Director

DIN: 00286331 DIN:00286492

Bhagwati Sadan, Bhagwati Sadan,

Swami Dayanand Marg, Swami Dayanand Marg,

Alwar-301001 (Rajasthan) Alwar-301001 (Rajasthan)