Your directors have pleasure in presenting their 30^th Annual Report on the business and operations of the Company
together with the Audited Statement of Accounts for the Financial Year ended March 31^st, 2024.

1. Financial summary or hiqhliqhts/Performance of the Company

The financial statements of the company are as follows:

(Amount in Lakhsl

2. Brief description of the Company’s working during the year/State of Company’s affair

During the year under review, the gross revenue of the Company has been decreased to Rs. 7,742.08 Lakhs
compared to Rs. 7,993.95 Lakhs in the previous year. The expenses of the Company have also been decreased to
Rs. 7,604.08 Lakhs compared to Rs. 7,930.26 Lakhs in the previous year. However, company earned a profit after
tax of Rs. 61.08 Lakhs for the Current year due to increase in sales as against the profit of Rs. 9.27 lakhs in the
previous year.

3. Change in the nature of business, if any

There is no change in the nature of business during the year.

4. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have
occurred between the end of the financial year of the company to which the financial statements relate and
the date of the report

There are no material changes and commitments after the closure of the financial year, which will affect the
financial position of the Company.

There are no material changes and commitments affecting the financial position of the company which occurred
between the end of the financial year to which the financial statements relate and the date of the report

5. Future Outlook

As the retreading business is still not accelerating, the business growth could be restricted to 5 to 10%.

6. Dividend

The Board of Directors has not proposed any dividend for the Financial Year ended 31^st March, 2024.

7. Reserves

There were no transfers to Reserves during the financial year 2023-24.

8. Share Capital

During the year under review, there has been no change in the Share Capital of the Company.

The Authorized Share Capital of the company is Rs. 4,50,00,000/- divided into 45,00,000 equity shares of Rs.

10/- (Rupees Ten) each.

" he Issued. Subscribed and Said up Capital of the Company as on 31 ' March.2024 : - -MM::. M 1 - r . rn r
into 42,06,800 equity shares of Rs. 10/- (Rupees Ten) each.

The Company has not issued any shares with differential rights and hence no information as per provisions of
Section 43(a) (ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

9. Directors and Key Managerial Personnel

The Board of directors of your company is duly constituted with three executive directors and three non-executive
independent directors.

Further, approval of the shareholders is being sought for re-appointment of Mr. Surendra Reddy Rachervu (DIN:
00294240), Director, retires by rotation at the ensuing Annual General Meeting and being eligible, and offers
himself for reappointment in accordance with the Companies Act, 2013 read with Articles of Association of the
Company.

CHANGE IN DIRECTOR / KEY MANAGERIAL PERSONNEL DURING THE YEAR

• The Board of Directors of the Company has Appointed Mr. Subba Rao Mogili (DIN: 10140999) as Non¬
Executive Independent Director of the Company with effect from 05^th July, 2023.

• The Board of Directors of the Company has accepted the Resignation of Mr. Venkat Reddy Arolla (DIN:
02505431) Non-Executive Independent Director of the Company with effect from 05^th April, 2023.

PROPOSED APPOINTMENTS / RE-APPOINTMENTS IN THE 30TH ANNUAL GENERAL MEETING

• To appoint a director in place of Mr. Surendra Reddy Rachervu (DIN: 00294240) who retires by Rotation at
this Annual General Meeting, and being eligible, offers himself for reappointment.

10. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six (6) Board
Meetings were convened and held on 29.05.2023, 05.07.2023, 29.07.2023, 11.08.2023, 10.11.2023 and
12.02.2024. The intervening gap between the Meetings was within the period of 120 days as prescribed under the
Companies Act, 2013.

11. Board Evaluation

The company believes formal evaluation of the board, its committees and of the individual directors, on an annual
basis which is potentially effective way to respond to the demand for greater board accountability and effectiveness.
For the company, evaluation provides an ongoing means for directors to assess their individual and collective
performance and effectiveness. In addition to the accountability and evaluation, a board and Committee member
helps in;

a. More effective board process

b. Better collaboration and communication

c. Greater clarity with regard to members roles and responsibilities

d. Improved chairman - managing directors and board relations

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of criteria such
as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members
on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5,2017.

At the board meeting followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its committees, and individual directors was also
discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the
independent director being evaluated.

12. Declaration by Independent Director(s)

A declaration has been received from all the Independent Directors of the Company that they meet the criteria of
independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Independent
Directors meeting was held on 29^th May, 2023 which was attended by the Independent Directors for the evaluation
of the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Board.

13. Familiarisation Programme for Independent Directors

The Company through its Senior Managerial personnel familiarised the Independent Directors with the strategy,
operations, and functions of the Company and new regulations of criteria of independent director eligibility. The
Independent Directors were also familiarised with their roles, rights and responsibilities, orientation, eligibility
criteria on Statutory Compliances as a Board Member. Independent directors are also requested to complete their
independent director registration process to be eligible to continue as independent director in any company.

14. Remuneration Policy

The Company’s remuneration policy is driven by the success and performance of the individual employee and the
Company. Through its compensation programme, the Company endeavours to attract, retain, develop and
motivate a high-performance workforce. The Company follows a compensation mix of fixed pay, benefits and
performance based variable pay. Individual performance pay is determined by business performance and the
performance of the individuals measured through the annual appraisal process.

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and their remuneration including criteria for determining
qualifications, positive attributes and independence of a director. The Remuneration Policy is available on the
website of the Company viz, www.vamshirubber.org .

15. Deposits

The Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding
provisions of Section 73 and 74 of the Companies Act, 2013 and no amount of principal or interest was outstanding
as on the date of Balance Sheet.

16. Particulars of loans, guarantees or investments under section 186

Details of loans and guarantees given and investments made under Section 186 of the Act are given in Notes to
the Financial Statements.

17. Particulars of contracts or arrangements with related parties

There were no material significant related party transactions made by the Company with the Promoters, Directors,
Key Managerial Personnel or the designated persons which may have a potential conflict with the interest of the
Company at large.

There were no contract or arrangements entered by the Company with related parties referred to in sub-section
(1) of section 188 of the Companies Act, 2013 during the period under review. Hence Form No. AOC-2 is not
required to be annexed to Board’s report.

The policy on related party transactions as approved by the board of directors is hosted on the website of the
company viz. www.vamshirubber.org .

The details of related party disclosures form part of the notes to the financial statements provided in this annual
report.

18. Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 197(12) of the Companies Act,
2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
as amended, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for
inspection at the Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered
Office of the Company.

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms
of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are enclosed in Annexure -1 and forms part of this Report.

19. Constitution of Audit Committee

The Audit Committee of the Company is duly constituted as per Section 177 of the Companies Act, 2013. During
the year four (4) Audit Committee Meetings were convened and held on 29.05.2023,11.08.2023,10.11.2023 and
12.02.2024.

Audit Committee has acted in accordance with the terms of Section 177 of the Companies Act, 2013

(i) recommended for appointment, remuneration and terms of appointment of auditors of the company;

(ii) reviewed and monitored the auditor’s independence and performance, and effectiveness of audit process;

(iii) examination of financial statements and the auditor’s reports thereon;

(iv) approval or any subsequent modification of transactions of the company with related parties;

(v) Valuation of undertakings or assets of the company, wherever it is necessary;

(vi) evaluation of internal financial controls and risk management systems;

The Audit Committee consists of a combination of Non-Executive Independent Directors and assists the Board in
fulfilling its overall responsibilities.

The members of Audit Committee are:

Mr. Neerudu Sandeep Kumar Reddy Chairman

Mrs. Akhila Pushpa Sundari Member

Mr. Subba Rao Mogili Member

• Mr. A. Venkat Reddy, Chairman of Audit Committee of the Company has tendered his resignation from
Board w.e.f., 05^th April, 2023.

• Mr. Subba Rao Mogili, Non- Executive Additional Independent Director was appointed on the Board on
05th _Ju|_yj 2023.

• Subsequently, Mr. Neerudu Sandeep Kumar Reddy, Non- Executive Independent Director has chaired the
Audit Committee on 29^th July. 2023 and Mr. Subba Rao Mogili, Non- Executive Independent Director has
been appointed as member of the Audit Committee from 29^th July. 2023.

20. Constitution of Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Company is duly constituted as per Section 178 of the
Companies Act, 2013. During the year four (4) Nomination & Remuneration Committee Meetings were convened
and held on 29.05.2023, 05.07.2023 and 11.08.2023.

The members of Nomination & Remuneration Committee are:

Mrs. Akhila Pushpa Sundari Chairman

Mr. Neerudu Sandeep Kumar Reddy Member

Mr. Subba Rao Mogili Member

• Mr. Arola. Venkat Reddy, Chairman of Nomination & Remuneration Committee of the Company has
tendered his resignation from Board w.e.f., 05^th April, 2023.

• Mr. Subba Rao Mogili, Nomination & Remuneration Committee was appointed on the Board on 05^th July,
2023.

• Subsequently, Mrs. Akhila Pushpa Sundari, Non- Executive Independent Director has chaired the
Nomination & Remuneration Committee on 29^th July. 2023 and Mr. Subba Rao Mogili, Non- Executive
Independent Director has been appointed as member of the Nomination & Remuneration Committee from
29th j_u|y. 2023.

The Nomination and Remuneration policy of the company is provided below:

a) Selection and evaluation of directors: The board has based on the recommendations of the Nomination and
Remuneration Committee, laid down following policies.

1 Policy for determining qualifications, positive attributes and independence of a director.

2 Policy for board & independent directors’ evaluation.

b) Performance evaluation of board, committees and directors.

The company believes in a formal evaluation of the board and of the individual directors, on an annual basis, is a
potentially effective way to respond to the demand for greater board accountability and effectiveness. For the
company, evaluation provides an ongoing means for directors to assess their individual and collective performance
and effectiveness. In addition to greater board accountability, evaluation of Board members helps in:

a) More effective board processes.

b) Better collaboration and communication.

c) Greater clarity with regard to members roles and responsibilities.

The evaluation process covers the following aspects:

• Self-evaluation of directors.

• Evaluation of the performance and effectiveness of the board.

• Evaluation of the performance and effectiveness of the committees.

• Feedback from the non-executive directors to the Chairperson.

• Feedback on management support to the board.

21. Statutory Auditors

M/s CSVR Associates, Chartered Accountants, (Firm Registration No. 012121S), who has been Re-appointed as
statutory auditors of the company in the 28^th Annual General Meeting for a period of five years from the conclusion
of 28^th AGM till the conclusion of 33^rd AGM. However, M/s CSVR Associates, Chartered Accountants, (Firm
Registration No. 012121S) have rendered their resignation w.e.f 01^st August, 2024.

In terms of Section 139 of the Companies Act, 2013 and the rules made there under M/s. Samudrala K & Co. LLP
(FRN: S200142), Chartered Accountants, will be appointed as Statutory Auditors of the Company for a period of
five years from conclusion of the 30th Annual General Meeting held on 22nd September 2024 till the conclusion of
sixth consecutive Annual General Meeting of the Company to be held for the financial year 2028-29.

In terms of Section 139 of the Companies Act, 2013 and the rules made thereunder, Resolution with respect to
appointment of Ms. Samudrala K & Co. LLP, (FRN: S200142) Chartered Accountants, as Statutory Auditor of the
company for a period of 5 years, is proposed for the members approval at the ensuing Annual General Meeting.

22. Replies to Auditors⁸ Report

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are
self-explanatory and do not call for any further comments.

23. Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit
committee, under Section 143 (12) of the Companies Act, 2013, any instance of fraud committed against the
company by its officers or employees, the details of which would need to be mentioned in the Directors’ Report.

24. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Mr. NVSS Suryanarayana, Practicing Company
Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is
enclosed as Annexure - II to this report.

MANAGEMENT RESPONSES TO OBSERVATIONS IN SECRETARIAL AUDIT REPORT

The following are the responses of the management against the observations made by the Secretarial Auditor.

25. Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 relating to mandatory Cost Audit does not apply to the
Company and hence, no Cost Audit is conducted. However, the Company is required to maintain Cost records
which the Company is maintaining.

26. Internal Audit & Internal Financial Control Systems

The Company has a proper and adequate system of internal control to ensure all the assets are safeguarded and
protected against loss from unauthorized use or disposition and the transactions are authorized, regarded and
reported correctly. The internal control is supplemented by an extensive program of internal audits, review by
management and procedures. It is designed to ensure that the financial and other records are reliable for preparing
financial statements and other data, and for maintaining accountability of assets.

During the year, the Company has implemented the suggestions and recommendations of the internal auditor to
improve the control environment. Their scope of work included review of processes for safeguarding the assets of
the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal
control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable
corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in
operations. In the Board meeting held on 29^th May, 2024, company has re-appointed M/s. Ramana Reddy &
Associates, Chartered Accountant, as Internal Auditor of the Company for the F.Y. 2024-25.

27. Whistle Blower Policy/Viqil Mechanism

Pursuant to the provisions of section 177 of the Companies Act, 2013 and the rules framed there under and
pursuant to the applicable provisions of the SEBI (LODR) Regulations, 2015, the company has established a
mechanism through which all stake holders can report the suspected frauds and genuine grievances to the
appropriate authority. The Whistle blower policy which has been approved by the board of directors of the company
has been hosted on the website of the company viz. www.vamshirubber.org

28. Secretarial Standards

The Company has complied with all the applicable secretarial standards for the financial year 2023-24.

29. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading 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.

Members of the Board have confirmed compliance with the Code.

30. Risk management policy

Your Company has put in place a risk management policy based on globally recognized standards which enables
the company to proactively take care of the internal and external risks of the company and ensures smooth
business operations.

The company’s risk management policy ensures that all its material risk exposures are properly covered, all
compliance risks are covered and the company’s business growth and financial stability are assured. Board of
Directors decide the policies and ensure their implementation to ensure protection of company from any type of
risks.

31. Business Responsibility and Sustainability Report (BRSR)

Clause (f) of sub regulation (2) of regulation 34 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 as amended from time to time has mandated the inclusion of BRSR as part of the Annual Report
for the top 1000 listed entities based on their market capitalization on Bombay Stock Exchange Ltd and National
Stock Exchange of India Ltd as on the end of financial year. In view of the requirements specified, the company is
not mandated for the providing the BRSR and hence do not form part of this Report.

32. Annual Return

The Ministry of Corporate Affairs vide Companies (Amendment) Act, 2017 effective from 28th August, 2020, has
dispensed with the requirement to attach extract of Annual Return in form MGT-9 to the Board’s report, provided
every Company shall place a copy of Annual return on the website of the Company, if any and disclose the web-
link of such Annual return in the Board’s report.

The copy of Annual Return in Form MGT-7 as on March 31,2024 is available on the Company’s website and can
be accessed at the given web-link http://www.vamshirubber.org/investor relation.php

33. Details of 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 and material order has been passed by the regulators, courts, tribunals impacting the going concern
status and Company’s operations in future.

34. Details of Subsidiary, Joint Venture or Associate Companies

The Company does not have any Subsidiary, Joint Venture or an Associate Company as on 31.03.2024.

35. Corporate Governance Certificate

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions relating to
corporate governance are not applicable to your company and therefore, no separate report on corporate
governance is required.

However, in pursuance of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
a certificate from Mr. N.V.S.S. Suryanarayana, Practicing Company Secretary, that none of the directors on board
has been debarred or disqualified from being appointed or continuing as directors of companies by the
Board/Ministry of Corporate Affairs or any such statutory authority is annexed as Annexure-lll and forms part of
this Report.

36. Management Discussion and Analysis Report

Management Discussion and Analysis Report, pursuant to Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of this report and same is annexed as Annexure-IV.

37. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and
Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2023-24:

• No. of complaints received: - NIL

• No. of complaints disposed of: - NIL

38. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to
be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as
follows:

fA\ Conservation of Enerav

(B) Technology absorption

(C) Foreign exchange earnings and Outgo (2023-24)

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during
the year in terms of actual outflows is as follows:

fAmount in I akhs)

39. Corporate Social Responsibility (CSR)

The provisions w.r.t. CSR is not applicable to the Company. Therefore, the Company had not constituted CSR
committee during the year 2023-24.

40. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there
were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

41. Directors⁸ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company make the following
statements, with the best of their knowledge and belief and according to the information and explanations obtained
by them:

1. that in the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable
accounting standards have been followed and there have been no material departures from them;

2. that the accounting policies mentioned in notes to Financial Statements have been selected and applied
consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at 31 st March, 2024 and of the profit of the company for
the year ended on that date;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

4. that the annual financial statements have been prepared on a ‘going concern’ basis;

5. that proper internal financial controls have been laid down to be followed by the Company and such internal
financial controls are adequate and operating effectively; and

6. that proper systems are in place to ensure compliance with the provisions of all applicable laws and such
systems are adequate and operating effectively:

42. Listing with Stock Exchanges:

The Securities Exchange Board of India (SEBI), on 02^nd September 2015, has issued SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 with an aim to consolidate and streamline the provisions of
Listing Agreement for different segments of capital market to ensure better enforceability. The said regulations
were effective from 1^st December, 2015. Accordingly, all listed entities were required to enter into the Listing
Agreement within 6 months from the effective date. The Company entered into Listing Agreement with the BSE
Limited.

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the Company’s
Shares are listed.

43. Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account

Your Company does not have any shares in the Demat suspense account or unclaimed suspense account and
therefore no disclosure as per Point F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015 is required.

44. The details of application made or any proceeding pending under the insolvency and bankruptcy code,
2016

During the period under review, there was no application made nor any proceeding initiated or pending under the
Insolvency and Bankruptcy code, 2016.

45. The details of difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the period under review, there was no one time settlement with any bank.

46. Industry Relations

The company enjoyed cordial relations with its employees during the year under review and the Board appreciates
the employees across the cadres for their dedicated service to the Company, and looks forward to their continued
support and higher level of productivity for achieving the targets set for the future.

47. Human Resources

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A
number of programs that provide focused people attention are currently underway. Your Company thrust is on the
promotion of talent internally through job rotation and job enlargement.

48. Acknowledgements

Your director's wish to place on record their appreciation of the contribution made by the employees at all levels,
to the continued growth and prosperity of your Company.

Your director’s also wish to place on record their appreciation to business associates, banks and other financial
institutions and shareholders, of the Company for their continued support.

By order of the Board
For Vamshi Rubber Limited

Sd /- Sd /-

R. Surendra Reddy M. Ramesh Reddy
Managing Director & CEO Chairman & CFO

DIN:00294240 DIN: 00025101

Date: 12^th August 2024
Place: Hyderabad