DIRECTORS' REPORT

Your Directors have pleasure in presenting their 32^nd Annual Report on the business and operations of the
Company and the Audited Financial Accounts for the Financial Year ended 31^st March, 2025.

FINANCIAL SUMMARY

The Board’s Report shall be prepared based on the stand alone audited financial statements of the company.
FINANCIAL PERFORMANCE

The financial performance for the year ended on 31^st March 2025 is summarized as under:
(Rs. In Lakhs)

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF
COMPANY’S AFFAIR:

Members would be pleased to note that the company has achieved significant growth for the year under review.
During the year company has earned revenue from operation of Rs. 4238.96 Lakh compared to previous year
revenue of Rs. 4604.78 and Net Profit after Tax Rs. 258.30 Lakh compared to previous year Net Profit after Tax
of Rs. 368.17 Lakh.

Company has Decreased Net Profit after Tax of Rs.109.87 Lakh compared to previous year profit. Your
company hopes to increase its presence in the business in whole market in the coming years, and also its
profitability.

DIVIDEND:

In view of the Company’s profitable performance, the Board of Directors desire to retain the profit for the
purposes of the plugging back into the business operations and hence do not recommend any dividend for the
year 2024-25.

TRANSFER TO RESERVES:

The closing balance of the retained earnings of the Company for FY 2025, after all appropriation and
adjustments was Rs. 2848.75 lakhs.

TAXATION:

Provision for taxation/taxation of Rs. 82.00 lakhs on company income has been made after considering taxable
profit of the company.

CREDIT RATING

The Company has zero debt; hence no rating has been obtained from any rating agencies during the year.

REVIEW OF BUSINESS OPERATION AND FUTURE OUTLOOK

The Company is focusing to achieve its growth track in current sluggish market situation.

SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURE COMPANIES

During the financial year under review, the Company does not have any subsidiary, associate, or joint venture
company within the meaning of the Companies Act, 2013.

RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company's
businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide
approach to Risk Management is being adopted by the Company and key risks will now be managed within a
unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk
Management Policy and Guidelines, and make use of these in their decision making. Key business risks and
their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The
risk management process in our multi-business, multi-site operations, over the period of time will become
embedded into the Company’s business systems and processes, such that our responses to risks remain current
and dynamic.

OPPORTUNITIES AND THREATS

The Company has enhanced its production capacity, these would be not fully utilized presently but it’s catering
to demand rise in future. The demand growth and recovery in market situation can achieve Company’s target
and utilize maximum of its capacity.

The higher inflation rate resulting in higher interest rate and hike in raw material price may adversely affect
your Company’s financial performance.

RISK FACTORS

Your Company regularly monitors the various risks associated with its business. The Company is identifying,
minimizing and mitigating the risks and same are reviewed periodically. The Company has formed Risk
Management Process attempts to provide confidence to the shareholders that the Companies risks are known
and well-managed. Your Company has identified the major risks for its operations are:

(1) Economic Risks (2) Industrial Risks.

The Risk mitigation process reviewed by Audit and Risk Management Committee of your company.

CHANGE TN THE NATURE OF BUSINESS, IF ANY :

No changes in the business of the company occurred during the year under review

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 is no any Material changes occurred subsequent to the close of the financial year of the Company to
which the balance sheet relates.

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:

There is no any prosecution on company and on its Directors during the financial year.

DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review falling within the
purview of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 2014 as amended from time to time.

DETAILS OF LOAN GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S
186 (4) OF THE COMPANIES ACT 2013:

No loans or investments were given / made during the financial year under section 186 of the Companies Act
2013. The company has not given any Corporate Guarantees in respect of any loans during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under
third proviso thereto shall be disclosed in Form No. AOC-2. - ANNEXURE A

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place proper and adequate internal control systems commensurate with the nature of its
business, size and complexity of its operations. Internal control systems comprising of policies and procedures
are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and
strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and
resources are acquired economically, used efficiently and adequately protected.

The Company, through its own, independent Internal Audit Department carries out periodic audits based on the
annual audit plan approved by the Audit Committee, and inter alia, tests the design, adequacy And operating
effectiveness of the internal controls. Significant observations including recommendation for improvement of
business processes are reviewed by the Management before reporting to the Audit Committee, which reviews
the Internal Audit reports, and monitors the implementation of audit recommendations.

INSURANCE

The assets of the company including building, plant & machinery, stocks, etc. wherever necessary and to the
extent required have been adequately insured against various risk.

INDUSTRIAL RELATIONS & HUMAN RESOURCES

The company treats its all manpower as a valuable assets and growth of the company is possible only through
entire workforce working in the company. The industrial relation with workmen and staff continued to be
extremely cordial during the year under review.

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
have been provided in the Report on Corporate Governance.

PARTICULARS OF EMPLOYEES:

There are no Employees drawing remuneration to which section 197 read with Rule 5 (2) of Companies (Appointment &
Remuneration) Rules, 2014 applies.

CORPORATE GOVERNANCE CERTIFICATE:

The board of directors is considering the importance of Corporate Governance; your company is committed to maintaining
the highest standards of corporate governance and adheres to the corporate governance requirement set out by Companies
Act 2013 and SEBI.

A certificate from the statutory auditors of the company regarding compliance of conditions of corporate governance has
been obtained and is enclosed herewith. ANNEXURE B

CEO & CFO CERTIFICATION:

Pursuant to the provisions of clause 49 of the listing agreement/regulation 17(8) of SEBI (LODR) Regulations, 2015, the
CEO & CFO Certificate for preparation of financial statements etc., is forming part of corporate Governance report annexed
to this report. ANNEXURE C

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 6 (SIX) on 08th April, 2024, 27th May, 2024, 29th July, 2024, 04th September 2024, 12th
November, 2024 and 31st January 2025 times during the financial year.

The gap between two consecutive meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details
regarding the attendance of Directors at the Board meetings are provided in the Corporate Governance Report, which forms
part of this Annual Report.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013, Mr. Vinodkumar Khimji Tilva becomes the Chairperson of
the Company. Mrs. Nila Uday Tilva continued as an executive Director and Women Director of the company.

Mr. Rahul Mansukhbhai Patel who retires from the Board by rotation, and being eligible, offer himself for re-appointment.

Due to advanced age and health issues, Mr. Mansukhlal Premjibhai Patel has resigned as an executive director and CEO of
the Company. With effect from 29^th July 2024.

Mr. Rahul Mansukhbhai Patel has been appointed as an executive director and CEO of the company. With effect from 29^th
July 2024.

B) Directors’ Disqualification and Fit & Proper Criteria

The Company has received declarations from all Directors under Section 164(2) of the Companies Act, 2013 confirming that
they are not disqualified from being appointed or continuing as Directors. The Board has taken the same on record.

Further, a certificate from a Practicing Company Secretary confirming that none of the Directors are disqualified from being
appointed or continuing as Directors of the Company has been obtained and is annexed to this Report.

C) POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Company has formulated a Nomination and Remuneration Policy in accordance with the provisions of Section
178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Policy lays down the criteria for selection, appointment, and remuneration of Directors and Key Managerial
Personnel, including the evaluation framework for their performance.

The said policy is available on the Company’s website at: www.vinyoflex.com.

D) PERFORMANCE EVALUATION OF THE BOARD AND DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual evaluation of its own performance,
its Committees, and individual Directors.

The evaluation was conducted through a structured questionnaire covering various aspects such as Board composition
and structure, effectiveness of meetings, decision-making processes, and performance of individual Directors. The
performance of the Chairman and Non-Independent Directors was evaluated by the Independent Directors, while the
performance of the Board as a whole was reviewed by the Board.

The Nomination and Remuneration Committee also reviewed the performance of individual Directors based on
parameters including level of preparedness, participation in meetings, and meaningful contributions.

E) FAMILIARIZATION PROGRAM FOR DIRECTORS

The Company conducts structured orientation and familiarization programmes for its Directors, including Independent
Directors, to enable them to understand their roles, rights, responsibilities, and the Company’s operations and business
environment.

The details of the familiarization programme are available on the Company’s website at: www.vinyoflex.com.
DECLARATION OF INDEPENDENT DIRECTORS:

Definition of Independence of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges,
Company Manual and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received
from the Directors under section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed,
the following Non-Executive Directors are considered as Independent Directors:-

1. Mr. SANJIVKUMAR VASANTBHAI CHANIARA

2. Mr. KHUSHAL NARENDRA BARMEDA

3. Mr. JASMINBHAI KANTILAL CHAPALA

MANAGERIAL REMUNERATION:

Remuneration (includes PF, Bonus and leave encashment) paid to Managing Director and Directors amount of Rs.
4.20 lakhs during the year 2024-25 was within the limit prescribed under the companies Act 2013.

COMMITTEES OF THE BOARD:

The Company has constituted the following Committees of the Board in accordance with the applicable provisions of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

As on 31 st March, 2025, the Audit Committee comprised the following members:

The minutes of the Audit committee is noted and considered by the Board of directors at the subsequent Board
meetings.

The Committee met at regular intervals to review financial reporting and internal control systems. During the
financial year, the Audit Committee met four (4) times. The Board accepted all the recommendations made by
the Committee during the year.

II) NOMINATION AND REMUNERATION COMMITTEE:

As on 31st March, 2025, the Nomination and Remuneration Committee comprised the following members:

The Nomination and Remuneration Committee has formulated a policy relating to the appointment,
remuneration and removal of Executive Directors, Key Managerial Personnel and Other Senior Management
Personnel of the Company, in accordance with the provisions of Section 178 of the Act.

The Committee met 4 (Four) times during the financial year under review to evaluate and recommend
appointments, reappointments, and performance evaluation frameworks.

III) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee met 1 (One) times during the financial year under review.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has in place a whistle blower policy, to support the Code of Business Ethics.

M/s. Bhavin Associates, Chartered Accountants having Membership No. 043796 (Firm Registration No:
0101383W) had been appointed as the Statutory Auditors of the Company in the Annual General Meeting of the
Company held for FY-2020-21 till the conclusion of sixth Annual General Meeting of the company to be held
for the FY 2025-26 and that the Board of Directors had been authorized to fix such remuneration as agreed upon
between the Auditors and the Board of Directors. They have confirmed their eligibility for F.Y 2025-26 under
section 141 of companies Act, 2013, and the rules framed thereunder.

AUDITORS’ REPORT

The explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer
made by the auditor in his report shall be given.

SECRETARIAL AUDIT REPORT:

pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities
and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and other
applicable laws or statutory provisions, if any, as amended from time to time, Mr. Chetan D Shah. (FCS
No.:5131, CP NO: 3930.), Practicing Company Secretary, be and is hereby appointed as Secretarial Auditors of
the Company for a period of five consecutive years from FY 2025-26 to FY 2029-30, as per terms and
conditions of appointment, including remuneration as determined by the Board of Directors (including any
Committee thereof).

The Secretarial Audit Report for the financial year ended 31^st March 2025 is annexed herewith to this report in
the prescribed format (MR-3). The observations of Secretarial Auditor in their report are self-explanatory and do
not require further explanation. ANNEXURE D

EXTRACT OF THE ANNUAL RETURN:

The Company is not required to prepare an extract of the annual return in Form No. MGT - 9 as per provision of
Section 92 of the Companies Act, 2013. Hence, it shall not form part of the Board’s report.

WEB LINK OF ANNUAL RETURN:

As per the provisions of section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the
FY 2024-25 is placed on the website of the Company and weblink for the same is http:// www.vinyoflex.com.

SHARE CAPITAL:

Your company has not issued any equity shares during the year under review.

Share Capital of the Company Mention in Following Manner.

Authorized share capital (Amount in Rs.)

Issued Capital (Amount in Rs.)

Paid up Capital (Amount in Rs.)

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO: ANNEXURE E

The information pertaining to conservation of energy, technology absorption, foreign Earning and outgo as
required under section 134 (3)(m)of the companies Act 2013 read with Rule 8 (3) of the Companies (Accounts)
Rule 2015 is attached to this report. ANNEXURE E

CORPORATE SOCIAL RESPONSIBILITY:

Since the company does not fall in the criteria mentioned in Section 135(1) of the Companies Act, 2013, the said
provisions do not apply to our company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The company has complied with the applicable mandatory Secretarial Standards issued by the Institute of
Company Secretaries of India.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH
THETR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, there were no applications made or proceedings pending in the name of the
company under the Insolvency and Bankruptcy Code, 2016.

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 year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.
DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall
state that—

(a) In the preparation of the annual accounts, 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, in the case of a listed company, had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

GREEN INITIATIVES:

Electronic copies of the Annual Report 2024-25 and Notice of the 32^nd Annual General Meeting are sent to all members whose
email addresses are registered with the Company/ Depository participant(s) and Registrar^ Share Transfer Agent as on 30.08.2024.
The requirements of sending physical copy of the Notice of the AGM and Annual Reports to the Members have been dispensed
with vide said MCA Circulars and SEBI Circular dated May 12, 2020, January 15, 2021, May 13, 2022 and January 5, 2023.
Additionally, the Notice of the AGM and the Annual Report are also being uploaded on the website of the Company
www. vinyoflex.com.

For members who have not registered their email addresses, physical copies of the Annual Report 2024-25 and the Notice of the
Annual General Meeting under Section 101 of the Companies Act, 2013 are sent in the permitted mode after payment of such fees
as may be decided by board of directors from time to time.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set
forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and
Administration) Amendment Rules, 2015.

ACKNOWLEDGEMENTS:

The Directors thank the Company’s employees, customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and
concerned Government departments and agencies for their co-operation.

For and on behalf of the Board of Directors

VINYOFLEX LIMITED

CIN: L25200GJ1993PLC019830

Sd/- Sd/-

Vinod K. Tilva Nila U. Tilva

Managing Director Director

DIN: 00275279 DIN: 07123527

Date: 30^th August 2025 Place: Rajkot