Your Directors present their 112^th Annual Report on the working of
the Company with audited Statement of Accounts for the year ended
March 31,2025 and the report of the auditors thereon.

4 HMAMPIAI DCCI II TO .

2. OPERATIONAL REVIEW:

Profit/Loss before depreciation and taxation was '110.01 Lakhs
against '135.04 Lakhs in the previous year. After providing for
depreciation was Rs12.11 Lakhs against '13.25 Lakhs current
tax was '(43.55) Lakhs against '(50.00) Lakhs and deffered
tax was '1.08 Lakhs against '1.04 Lakhs respectively, the net
profit/loss of the Company for the year under review was placed
at '55.43 Lakhs against '72.83 Lakhs in the previous year.

3. SHARE CAPITAL:

The paid up Equity Share Capital of the company is '98.56
Lakhs. During the year under review, the Company has neither
issued any shares with differential voting rights nor granted any
Stock Option nor any Sweat Equity Shares.

4. DIVIDEND:

Your Directors have pleasure in recommending for approval of
the members at the Annual General Meeting a dividend of 50%
(at par with previous year). The Dividend of 50%, if approved at
the forth coming Annual General Meeting, will result in the out
flow of '49.28/- Lakhs to the company.

5. FINANCE:

Cash and cash equivalent as at March 31, 2025 was '
55.45 Lakhs The Company continues to focus on adjusting
management of its working capital. Receivable, purchases and
other working capital parameters were kept under strict check
through continuous monitoring.

6. DEPOSITS:

Your company has not accepted any deposits within the
meaning of Section-73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

7. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

During the year under review, the Company has neither granted
any Loan nor has given any guarantee.

8. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company transferred the
unpaid/ unclaimed dividend amount to the Investor Education
and Protection Fund in compliance with the provisions of Sections
124 and 125 of the Companies Act, 2013. In compliance with
these provisions read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, your Company also transferred 2888 shares to the Demat
Account of the IEPF Authority, in respect of which dividend had
remained unpaid/unclaimed for a consecutive period of 7 years.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has complied with the requirements of having
Key Managerial Personnel as per the provisions of Section 203
of the Companies Act, 2013.

All the Independent Directors of your company have given their
declarations, that they meet the criteria of Independence as
laid down under Section 149(6) of the Act and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Aditya Mangaldas (DIN: 00032233), Director of the Company
is liable to retire by rotation and, being eligible, offers herself for
re-appointment. Board recommends her reappointment to the
shareholders at the ensuing Annual General Meeting.

11. BOARD EVALUATION:

During the year, pursuant to applicable provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board had
adopted a formal mechanism for evaluating its own performance
and as well as that of its Committees and individual Directors,
including the Chairperson of the Board.

12. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for the selection and
appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration. This policy along with the
criteria for determining the qualification, positive attributes, and
independence of a director is available on the website of the
Company viz. www. victoriamills.in

13. MEETINGS OF THE BOARD AND ITS COMMITTEES:

During the year under review, Four (4) Board Meetings, Four (4)
Audit Committee meetings, Four (4) Stakeholders Relationship
Committee meetings and One (1) Nomination Remuneration
Committee meeting were held and the gap between two
consecutive Board Meetings and Committee Meetings was

within the limits prescribed by the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015.

14. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the
directors would like to state that:-

I. In the preparation of the annual accounts, the applicable
accounting standards have been followed.

II. The directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that were 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 or loss of the
company for the year under review.

III. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities.

IV. The directors have prepared the annual accounts on a
going concern basis.

V. 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.

VI. The directors had devised proper system to ensure
compliance with the provisions of all applicable laws and
that such system were adequate and operating effectively.

15. STATUTORY AUDITORS AND AUDIT REPORTS:

M/s. Vasani & Thakkar, Chartered Accountants, Mumbai (Firm's
Registration No. 111296W) was appointed as the Statutory
Auditors of the Company at its 109th Annual General Meeting
from the conclusion of the said meeting until the conclusion of
the 114th Annual General Meeting. The reports of the Statutory
Auditors, Vasani & Thakkar, Chartered Accountants on the Audited
financial statements of the Company for the year 2025 form part
of this Annual Report. The statutory auditors have submitted a
unmodified opinion on the audit of financial statements for the
year 2025 and there is no qualification, reservation, adverse
remark or disclaimer given by the Auditors in their Report.

16. DETAILS OF FRAUD REPORTABLE BY AUDITOR.

During the year under review, neither the statutory auditors
nor the secretarial auditors of the Company has disclosed any
instance of fraud committed in the Company by its officers or
employees required to be disclosed in terms of Section 143(12)
of the Companies Act, 2013.

17. COMMISSION TO MANAGING DIRECTOR OR WHOLETIME
DIRECTORS OF THE COMPANY FROM ANY OFITS
SUBSIDIARIES.

Neither the Managing Director nor any of the Whole time Directors
of the Company received any remuneration or commission from
any of its subsidiaries required to be disclosed in terms of Section
197(14) of the Companies Act, 2013.

18. SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act,
2013 and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the company has
appointed M/s. Nilesh Shah and Associates, a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as
“Annexure-A”.

19. CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report together with the Certificate
received from the Practising Company Secretary of the
Company regarding compliance with the requirements of
Corporate Governance as stipulated under Regulation 34 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, form an integral part of this Annual Report
and is annexed herewith as “Annexure-B”.

20. MANAGEMENT DISCUSSION ANALYSIS:

The detailed Management Discussion Analysis Report is
annexed herewith as “Annexure-C”.

21. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31,2025 is available on the
Company's website namely viz. http://www.victoriamills.in/ .

22. PARTICULARS OF EMPLOYEES:

Disclosures with respect to remuneration required pursuant to
Section 197 read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company is Annexed here as
“Annexure-D” and will also be provided upon request in terms
of Section 136 of the Act. The reports and accounts are being
sent to the members and other entities thereto. If any member
is interested in inspecting the same, such member may write to
the Company Secretary in advance.

Further, the Company does not have any employee whose
remuneration exceeds the limits prescribed in rule 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

23. RELATED PARTY TRANSACTIONS:

The Related Party Transactions that were entered into during
the financial year were on an arm's length basis and in the
ordinary course of business. There are no materially significant
Related Party Transactions entered into by your Company with
the Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the
interest of the Company at large.

The Company has framed a policy on Related Party
Transactions for the purpose of identification and monitoring
of such transactions. The details of Related Party Transactions
entered by the Company are given in “Annexure-E” attached
to this Report.

24. FOREIGN EXCHANGE EARNING AND OUT-GO:

During the year under review, foreign exchange earnings and
outgoings flow were as under-

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a “Policy on Whistle Blower and Vigil
Mechanism” to deal with instance of fraud and mismanagement,
if any.

In staying true to our values of Strength, Performance and
Passion, the Company is committed to the high standards of
Corporate Governance and stakeholder responsibility.

26. CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION:

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 is furnished
in “Annexure-F” to this report.

As there was no manufacturing activity during the year,
the information on conservation of energy and technology
absorption is not applicable to your company.

27. PREVENTION OF INSIDER TRADING:

Your Company has adopted the “Code of Conduct on
Prohibition of Insider Trading” and “Code of Conduct for
Directors and Senior Management Personnel” for regulating the
dissemination of Unpublished Price Sensitive Information and
trading in securities by Insiders.

28. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:

The Company has in place the “Policy on Prevention of Sexual
Harassment at the Workplace” in line with the requirements of
The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has
constituted Internal Complaints Committee (ICC) to redress
the complaints received regarding sexual harassment. During
the year under review, no complaints were received by the
Committee for Redressal.

29. SIGNIFICANT AND MATERIAL ORDERS:

There was no significant and material orders during the year.

30. ACKNOWLDGEMENT:

Your Company and its Directors wish to extend their sincere
thanks to the Members of the Company, Bankers, State
Government, Local Bodies, Customers, Suppliers, Executives,
Staff and workers at all levels for their continuous co-operation
and assistance.

On behalf of the Board of Directors
Aditya Mangaldas

Place: Mumbai Chairman and Managing Director

Date: May 26,2025 (DIN: 00032233)