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Director's Report

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DIRECTORS' REPORT

Virinchi Ltd.

GO
Market Cap. ( ₹ in Cr. ) 244.61 P/BV 0.53 Book Value ( ₹ ) 44.94
52 Week High/Low ( ₹ ) 33/19 FV/ML 10/1 P/E(X) 340.43
Book Closure 30/09/2024 EPS ( ₹ ) 0.07 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting the report of the Business and Operations of your Company ('the Company'
or 'Virinchi'), along with the audited financial statements, for the financial year ended March 31, 2025. The Consolidated
Performance of your Company and its subsidiaries has been referred to wherever required.

1. Financial Summary or Highlights

The summarized standalone and consolidated financial results of your Company and its subsidiary are given in the table below:

(H in lakhs)

Equity Shares

Consolidated

Standalone

2024-25

2023-24

2024-25

2023-24

Total Income

30,830.41

30,483.21

15,341.34

14,300.65

Profit before finance Cost, Depreciation &
Amortization, Taxation & Exceptional Item

9,638.57

11,387.81

4,546.65

3,770.79

Less: Finance Cost

3,902.90

4,290.13

5,353.70

1,427.92

1,082.11

Depreciation and Amortization Expenses

5,498.60

1,113.83

1,323.54

Profit before Tax & Exceptional items

237.08

1,743.97

2,004.90

1,365.14

Less: Exceptional items

0.00

0.00

0.00

0.00

Profit Before Tax

237.08

1,743.97

2,004.90

1,365.14

Less: Tax Expenses

188.66

396.42

1,347.56

401.00

257.05

1,108.09

Profit before minority interest

48.41

1,603.90

Less: Minority Interest

(23.99)

(22.78)

-

-

Profit After Tax

72.40

1,370.33

1,603.90

1,108.09

SUMMARY OF OPERATIONS, STATE OF COMPANY'S
AFFAIRS & FUTURE OUTLOOK

SUMMARY OF OPERATIONS:

CONSOLIDATED REVENUES:

The total consolidated income of the Company for the
FY 2024-25 is Rs. 30,830.41 lakhs as against Rs. 30,483.21
Lakhs in FY 2023-24.

STANDALONE REVENUES:

The total income of the Company for the FY 2024-25 is
Rs. 15,341.34 Lakhs as against Rs. 14,300.65 Lakhs in
FY 2023-24.

CONSOLIDATED PROFITS:

Profit before Tax (PBT) stood at Rs. 237.08 Lakhs as against
Rs. 1,743.97 Lakhs for the previous year.

Profit after Tax (PAT) stood at Rs. 72.40 Lakhs as against
Rs. 1,370.33 Lakhs for the previous year.

STANDALONE PROFITS:

Profit before Tax (PBT) stood at Rs. 2,004.90 Lakhs as against
Rs. 1,365.14 Lakhs for the previous year. Profit after Tax (PAT)
stood at Rs. 1,603.90 Lakhs as against Rs. 1,108.09 Lakhs for
the previous year.

There have been no material changes and commitments,
which affect the financial position of the Company which
have occurred between the end of the financial year (March
31, 2025) to which the financial statements relate and the
dates of this report (August 22, 2025).

During the year under review, there is no change in nature
of the business of the Company. The affairs of the Company
are conducted in accordance with the accepted business
practices and within the purview of the applicable legislations.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry Rs. 1,603.90
Lakhs to its Reserves.

DIVIDEND

Your directors did not recommend any dividend on shares
for this year

SUBSIDIARIES INFORMATION / PERFORMANCE
Virinchi Healthcare Private Limited

Virinchi Healthcare Private Limited (VHPL) has three units
in Hyderabad with a total operating bed capacity of 600
which can be enhanced upto 800. The flagship hospital at
Banjara Hills, Hyderabad with bed capacity of 400, delivers
therapeutic care over 35 specialties. Virinchi has a dedicated
clinical team pursuing MoUs and medical partnerships with
globally reputed institutions in the US, UK, China, Israel
and other countries to deliver a unique 'Right to Science'
program to make global medical innovations available to
Indian patients to treat previously incurable conditions.

The flagship hospital is led by leading doctors in the
country offering the best of therapeutic and diagnostic care
through some of the Industry Leading Medical Infrastructure
including 3T fMRI, Ceiling Mounted IVUS Cath Lab, Dual
Energy 128 Slice CT, 11 Fully Equipped Operation Theatres &
widest range of in-house diagnostic capabilities.

For FY 2024-25 the revenue and EBIT were Rs. 104.84 crores
and Rs. -0.19 crores respectively. While the revenue and
EBIT in FY 2023-24 were Rs. 133.78 crores and Rs. 35.23
crores respectively. The revenue in FY 2024-25 has fallen
by Rs. 28.93 crores and expenses have gone up by Rs. 5.95
crores leading to an overall fall in EBITDA by Rs. 34.89 crores
compared to FY 2023-24. Depreciation and amortization
went up by Rs. 0.53 crores to Rs. 25.61 crores compared to

Rs. 25.08 crores in FY 2023-24 leading to a fall in EBIT by
Rs. 35.42 crores in FY 2024-25 compared to FY 2023-24.

KSoft Systems Inc

M/s. KSoft Systems Inc. is in the business of software
development through on-shore/off-shore model, IT
Consulting services and Internet Data Centers. M/s. KSoft
Systems Inc. provides IT Consulting services to various
clients in the US in the domains of SAP, Oracle and
other technologies.

For the year under review FY 2024-25, the total income is
Rs. 70.76 crores as against Rs. 85.14 crores in FY 2023-24,
and the EBIT is Rs. 24.23 crores as against Rs. 10.17 crores in
FY 2023-24. Though revenue has fallen by Rs. 14.39 crores in
FY 2024-25, EBIT has gone up by Rs. 14.06 crores on account
of operational cost optimization.

Virinchi Capital Private Limited and Tensor Fields
Consultancy Services Private Limited

Virinchi Capital Private Limited and Tensor Fields Consultancy
Services Private Limited together run vCard, the Payment
and Credit Services (Fintech) business in India. Virinchi
Capital offers small denomination unsecured line of credit
to customers in partnership with an NBFC, while Tensor
Fields originates credit cards for a partner bank. In addition,
vCard doubles up as a payment platform as UPI payment
rails are built into vCard technology platform.

For the year under review FY 2024-25, the total income
under the vCard platform is Rs. 0.21 crores as against
Rs. 2.99 crores in FY 2023-24 and the EBIT is Rs. -3.15 crores
as against Rs. 0.64 crores in FY 2023-24

Change in Capital Structure and Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Ltd (BSE) and NSE Ltd. During the year
under review, 46,82,538 Convertible Warrants were converted into equity shares by the promoters and as per the Chapter
V of the SEBI (ICDR) Regulations, 2018 and 40,01,737 shares allotted to the employees of the company under various esop
plans. Consequently, the Equity Share Capital of your Company increased from 9,39,62,621 Equity shares of Rs.10/-each to
10,26,46,896 Equity shares of Rs.10/- each

Particulars
Equity Shares

March 31, 2025

March 31, 2024

Number of
Shares

Rs.

Number of
Shares

Rs.

Share capital

(a) Authorised Equity Shares of Rs.10/-each

15,00,00,000

150,00,00,000

15,00,00,000

150,00,00,000

b) issued Subscribed and fully paid up: Equity
Shares of Rs. 10/-each

10,26,46,896

102,64,68,960

9,39,62,621

93,96,26,210

10,26,46,896

102,64,68,960

9,39,62,621

93,96,26,210

Reconciliation of Shares outstanding at the beginning and at the end of the reporting period:

Particulars

March 31, 2025

March 31, 2024

Equity Shares

Number of
Shares

Rs.

Number of
Shares

Rs.

Shares outstanding at the beginning of the year

9,39,62,621

93,96,26,210

7,93,20,468

79,32,04,680

Add: issued and allotted

during the year

i. Allotment of shares pursuant to VESOS,2016
&2018&2022

40,01,737

4,00,17,370

63,23,653

6,32,36,530

ii. Allotment of shares under preferential issue

46,82,538

4,68,25,380

40,00,000

4,00,00,000

guidelines

Less; Shares bought Back during the year

-

-

-

-

Shares outstanding at the end of the year

10,26,46,896

102,64,68,960

9,39,62,621

93,96,26,210

Terms/Rights and restrictions attached to the Equity
Shares:

The Company has only one class of Equity Shares having a
face value of Rs.10/-. Each Shareholder is eligible for one
vote per every share held.

Preferential Issue of Shares

During the year, the promoters exercised 46,82,538 warrants
out of the 60,00,000 warrants earlier allotted to them. The
balance 13,17,462 warrants lapsed on account of non¬
exercise within the stipulated period. Further, the Company
had also allotted 10,00,000 warrants to public shareholders,
which have also expired due to non-exercise.

Composition of the Board as on 31st March, 2025 and
Details of Board meetings:

Sl.

No

Name

Designation

1

M.V.Srinivasa Rao

Chairman & Whole Time
Director, CFO

2

V. Satyanarayana

Vice-Chairman &
Executive Director

3

K. Sri Kalyan

Non-independent and
Non -Executive Director

4

K. Kalpana

Independent Director

5

T. Shyam Sunder

Independent Director

6

J. Suresh

Independent Director

Number of Board Meetings

During the year under review, 7 (Seven) Board meetings
were held. The details are as under:

Sl.

No

Date of Board Meeting

No. of Directors
attended

1

3rd May, 2024

6

2

6 July, 2024

6

3

22 July, 2024

6

4

26' August, 2024

6

5

6th November, 2024

6

Sl.

No

Date of Board Meeting

No. of Directors
attended

6

21st November, 2024

6

7

27th January, 2025

6

Committees of the Board

The details of the Committees of the Board viz., Audit
Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, and
Stakeholders Relationship Committee are reported in the
Report on Corporate Governance which forms part of the
Board's Report.

Meeting of Independent Directors

The details of the Separate meeting of the Independent
Directors are reported in the Report on Corporate Governance
which forms part of the Board's Report.

Familiarization Programme for Independent Directors

The details of the familiarization programme for the
Independent Directors are reported in the Report
on Corporate Governance which is attached to the
Board's Report.

DECLARATION BY INDEPENDENT DIRECTORS

K. Kalpana, T. Shyam Sunder, J. Suresh are independent
directors on the board of your company. In the opinion of
the Board and as confirmed by these Directors, they fulfil
the conditions specified in Section 149(6) of the Companies
Act, 2013 ("the Act”) and the Rules made thereunder, and
under Regulation 16 (1) (b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 about their
status as Independent Directors of the Company.

Registration of Independent Directors with the
Databank in the portal of Indian Institute of
Corporate Affairs

Pursuant to notification dated 22nd October, 2019 of Ministry
of Corporate Affairs all the Independent Directors have

registered themselves as Independent Director in the portal
of Indian Institute for Corporate Affairs (IICA).

Opinion of the Board with regard to integrity,
expertise and experience (including the proficiency)
of the independent directors appointed during
the year

In the opinion of the Board, the Independent Directors of the
Company possess the requisite qualifications, experience
(including proficiency), expertise and integrity.

Changes in Directors and Key Managerial Personnel
Appointments:

There are no new appointments during the year under review.

Cessations:

There are no cessations during the year under review.

Key Managerial Personnel

Mr.M.V.Srinivasa Rao, Whole Time Director & CFO,
Mr. V. Satyanarayana, Vice Chairman & Executive Director and
Mr. K. Ravindranath Tagore, Company Secretary are the Key
Managerial Personnel (KMP) of the company in terms of the
provisions of the Act.

Retirement of Directors:

In accordance with the provisions of Section 152 (6) of
the Act and the Company's Articles of Association, Mr.M.V.
Srinivasa Rao, Director retires by rotation at the forthcoming
Annual General Meeting and being eligible offers himself
for re-appointment. The Nomination and Remuneration
committee and the Board recommend his re-appointment
for the approval of the Members of the Company at the
forthcoming Annual General Meeting. Brief profile of Mr.M.V.
Srinivasa Rao has been given in the Notice convening the
Annual General Meeting.

Policy on Directors Appointment and Remuneration

The details of Policy on Directors appointment and
Remuneration (i.e. Nomination and Remuneration Policy),
criteria for determining qualifications, positive attributes,
independence of directors are included in Report on
Corporate Governance forming part of the Board's Report.

The details of the remuneration paid to the Whole
Time and Executive Directors are given in the Corporate
Governance Report.

Transfer of unpaid/unclaimed dividend and
corresponding equity shares

Pursuant to the provisions of Section 124(5) of the
Companies Act, 2013, as amended, read with Investor
Education and Protection Fund (Awareness and Protection
of Investors) Rules, dividend which remain unpaid or

unclaimed for a period of 7 consecutive years already
transferred to the Investor Education and Protection Fund of
the Central Government.

K. Ravindranath Tagore, Company Secretary is the nodal
officer for the purpose of IEPF Rules.

Transfer of Shares to IEPF

As per Section 124(6) of the Companies Act 2013 all shares
in respect of which dividend has not been paid or claimed
for seven (7) consecutive years or more shall be transferred
by the Company to Investor Education and Protection Fund
of the Central Government. The company has transferred the
shares to the IEPF already. The shareholders, whose shares
are transferred to IEPF, can make an application to IEPF for
the credit of shares to their account.

Annual Return:

Pursuant to the provisions of Section 92(3) and Section
134(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as amended
from time to time, the Annual Return of the Company as on
31st March, 2025 is available on the Company's website and
can be accessed at
www.virinchi.com

Particulars of Loans, Guarantees Or Investments By
the company

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Act are given in the notes
to Financial Statements forming a part of this annual report.

Contracts or arrangements with Related Parties

Related party transactions that were entered during the
financial year were on an arm's length basis and were in
the ordinary course of business. The materially significant
related party transactions with the Company's Promoters,
Promoter Group, Directors, Senior Management Personnel
or their relatives, which could have had a potential conflict
with the interests of your Company have been carried out
after the necessary approvals from shareholders. Please see
the details of the same in form AOC-2 which is annexed as
Annexure-4

Further all Related Party Transactions are placed before
the Audit Committee for approval. Prior omnibus approval
for normal company transactions is also obtained from the
Audit Committee for the related party transactions which
are of repetitive nature as well as for the normal company
transactions which cannot be foreseen and accordingly
the required disclosures are made to the Committee on
quarterly basis in terms of the approval of the Committee.

Your Directors have on the recommendations of the Audit
Committee, adopted a policy to regulate transactions
between your Company and its Related Parties, in

compliance with the applicable provisions of the Companies
Act 2013, the Rules made thereunder and the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

The Company formulated the Policy on dealing with Related
Party Transactions. The policy is placed at the Company's
website:
www.virinchi.com.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and
SEBI ( Listing obligations and Disclosure Requirements)
Regulations, 2015 the board has carried out evaluation of
its own performance, the performance of committees of the
Board, namely Audit Committee, Stakeholders Relationship
committee and Nomination and Remuneration Committee
and also the Directors individually. The manner in which the
evaluation was carried out and the process adopted has
been mentioned out in the report on corporate Governance.

Corporate Social Responsibility Committee

In terms of section 135 and Schedule VII of the Companies Act,
2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 made thereunder, the Board of Directors
of your Company have constituted a CSR Committee.

Sl.

No

Name

Designation

Chairman/

Member

1

K. Kaipana

Independent

Director

Chairman

2

K. Sri Kaiyan

Non-Executive

Director

Member

3

M.V. Srinivasa Rao

Whoie Time
Director & CFO

Member

Terms of Reference

The Committee is primarily responsible for formulating and
recommending to the Board of Directors a Corporate Social
Responsibility (CSR) Policy and monitoring the same from
time to time, amount of expenditure to be incurred on the
activities pertaining to CSR and monitoring CSR activities.

CSR Policy

The Company's CSR Policy is disseminated on the Company's
website at
www.virinchi.com . During the year 2024-25,
1 (One) meeting of the Corporate Social Responsibility
Committee were held.

CSR Expenditure during the year 2024-25

As per the Section 135(5) of the Companies Act, 2013,
the Company shall ensure that an amount of 2% of the
average Net Profits of the Company made during the three
immediately preceding financial years shall be spent towards
Corporate Social Responsibility activities. For the Financial
Year 2024- 25, the amount to be spent towards CSR activities
works out to 27.06 Lacs. The Company has spent Rs.27.06
Lacs towards the CSR activities in the financial year 2024-25.

The detailed Report, on the CSR Activities is annexed to
Board's Report at
Annexure-2.

Material Subsidiary

Virinchi Health Care Private Ltd and KSoft Systems Inc.,
are the Material subsidiaries of the company as per the
thresholds laid down under the Listing Regulations. The
Board of Directors of the Company has approved a Policy
for determining material subsidiaries which is in line with
the Listing Regulations as amended from time to time. The
Policy has been uploaded on the Company's website at
http://virinchi.com/pdf/materiaiitvPoiicv.pdf

Sexual Harassment Policy

The company as required under the provisions of "The
Sexuai Harassment of women at Workplace (Prohibition,
prevention and Redressai) Act, 2013 has framed a policy on
Prohibition, Prevention and Redressai of Sexuai Harassment
of women at workpiace and matters connected therewith
or incidentai thereto. Internai compiaints Committee (ICC)
has been set up to redress compiaints received regarding
sexuai harassment. Aii empioyees (Permanent, Contractuai,
temporary, trainees) are covered under this poiicy.

a. number of compiaints fiied during the financiai year
- NIL

b. number of compiaints disposed of during the financiai
year -NIL

c. number of compiaints pending as on end of the financiai
year - NIL

Details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year alongwith their status as at the end
of the financial year.

There are no appiications made or any proceeding pending
to report under the Insoivency and Bankruptcy Code, 2016
(31 of 2016) during the year.

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 there is no one time settiements done with
the Banks to report.

Governance Policies

At Virinchi, we strive to conduct our business and strengthen
our reiationships in a manner that is dignified, distinctive
and responsibie. We adhere to ethicai standards to ensure
integrity, transparency, independence and accountabiiity in
deaiing with aii stakehoiders. Therefore, we have adopted
various codes and poiicies to carry out our duties in an
ethicai manner. Some of these codes and poiicies are:

? Code of Conduct

? Code of Conduct for Prohibition of Insider Trading

? Whistle Blower PoiicyCode of Conduct for Board of
Directors and Officers of Senior Management

? Policy for determining materiality for disclosure

? Document Retention and Archival Policy

? Sexual Harassment Policy

? Policy for Determining material subsidiary

The link for accessing the above policies is http://corporate.
virinchi.com/poiicies.php

Vigil mechanism / Whistle blower policy:

The Company has a vigii mechanism to deal with instance
of fraud and mismanagement, if any. In staying true to our
values of Strength, Performance and Passion and in line with
our vision, the Company is committed to the high standards
of Corporate Governance and stakeholder responsibility. The
Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination wiii
be meted out to any person for a genuinely raised concern.

A high ievei Committee has been constituted which looks
into the complaints raised. The Committee reports to the
Audit Committee and the Board. Whistle Blower Policy is
posted on company's website under following link

http://virinchi.com/pdf/whistieBiowersPoiicy.pdf

Risk Management Policy
Risk Management

Currentiy, the Company's risk management approach
comprises of the foiiowing:

? Governance of Risk

? Identification of Risk

? Assessment and controi of Risk

The risks are being identified by a detaiied study. Senior
Management are anaiyzing and working in mitigating them
through co-ordination among the various departments.
Insurance coverage and personai accident coverage for iives
of aii empioyees are aiso being taken.

Your company puts in piace the risk management framework,
which heips to identify various risks cutting across its
business iines. The risks are identified and are discussed by
the representatives from various functions.

Presentation to the Board of Directors and the Audit
Committee is made on risk management. The Board and
the Audit Committee provides oversight and review the risk
management poiicy.

Internal Control Systems and Adequacy

Your company has in piace adequate systems of internai
controi commensurate with its size and the nature of
its operations. These have been designed to provide
reasonabie assurance with regard to recording and
providing reiiabie financiai and operationai information,
compiying with appiicabie statutes, safeguarding assets

from unauthorized use or iosses, executing transactions with
proper authorization and ensuring compiiance of internai
poiicies. The Company has a weii-defined deiegation of
power and defined iimits for approving revenue as weii as
capitai expenditure. Processes for formuiating and reviewing
annuai and iong term business pians have been iaid down
to ensure adequacy of the controi system, adherence to the
management instructions and iegai compiiances.

Internal audit

In terms of Section 138 of the Companies Act, 2013 and the
reievant Ruies, the Company appointed M/s. K.L.V S Prasad
Rao & Co Chartered Accountants as an Internai Auditor. The
Internai Auditor directiy reports to the Audit Committee.

Independent Auditors, their Report and Notes to
Financial Statements

M/s. P. Muraii & Co., Chartered Accountants, (ICAI firm
Registration Number :007257S) were appointed as Statutory
Auditors of the Company to hoid office for a term of 5 years
from the conciusion of the 33rd Annuai Generai Meeting
(AGM) heid on 28th September, 2022 untii the conciusion of
38th AGM of the company to be heid in the year 2027.

The Auditors' Report is unmodified i.e. it does not contain any
quaiification, reservation or adverse remark or disciaimer.

The observation made in the Auditors' Report read together
with reievant notes thereon are seif-expianatory and hence,
do not caii for any further comments under Section 134 of
the Companies Act, 2013.

Auditor's Certificate on Corporate Governance

As required under Reguiation 34 (3) read with scheduie V
(E) of the SEBI (LODR) Reguiations, 2015, Auditor's certificate
on corporate governance is enciosed as
Annexure-7 to
Board's Report.

Compliance with Secretarial Standards

The Company compiies with the appiicabie Secretariai
Standards issued by the Institute of Company Secretaries
of India.

Secretarial audit:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and The Companies (Appointment
and Remuneration of Manageriai Personnei) Ruies, 2014,
your Company has appointed Mr. G.Vinay Babu, Practicing
Company Secretary, to undertake the Secretariai Audit of
your Company. The Report of the Secretariai Audit is annexed
as
Annexure - 5.

The Secretariai Audit Report does not contain any
quaiification, reservation or adverse remark or disciaimer.

Annual Secretarial Compliance Report

A Secretariai Compiiance Report for the financiai year ended
31st March, 2025, on compiiance of aii appiicabie SEBI
Reguiations and circuiars / guideiines, issued by M/s. G.

Vinay Babu., Practicing Company Secretary, was submitted to
BSE and NSE Limited.

Listing at Stock Exchanges

The equity shares of your Company continue to be listed and
traded on the BSE and NSE Limited. The Annual Listing fee
for the year 2025-26 has been paid to the stock exchange.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, your
Directors, based on the representations received from the
Operating Management, and after due enquiry, confirm that:

a) In the preparation of the annual accounts for the year
ended 31st March, 2025, the applicable accounting
standards had been followed and there are no
material departures.

b) The directors have selected appropriate accounting
policies and applied them consistently and have 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 financial year 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 Companies Act, 2013
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

d) We have prepared the annual accounts for the financial
year ended 31st March, 2025 on a going concern basis.

e) The Directors have laid down internal financial controls,
which are adequate and are operating effectively.

f) they had devised proper systems to ensure compliance
with the provisions of all applicable laws and that
such systems were adequate and operating effectively
throughout the Financial Year ended 31st March, 2025.

Significant and Material Orders Passed by
the Regulators

There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status and Company's operation in future.

Names of companies which have become or ceased to be, its
Subsidiaries, joint ventures or Associate companies:

No company have become or ceased to be Subsidiary during
the year. The company don't have any Joint Ventures &
Associate companies to report.

Public 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.

Consolidated Financial Statements

Pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015
and the Companies Act, 2013, the consolidated financial
statements prepared as per companies Act, 2013 and
applicable Accounting Standards, duly audited forms part of
the Annual Report.

Consolidated financial statements incorporating the
operations of the company, its subsidiaries are appended.
As required under the provisions of the Act, a statement
showing the salient features of the financial Statements of
the subsidiaries is enclosed to this report.

The financial statements of the subsidiary companies will
be made available to the members of the company and its
subsidiary companies on request and will also be kept for
inspection in the registered office of the company.

Pursuant to Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing
salient features of the financial statements of Subsidiaries/
Associate Companies/Joint Ventures is given in Form AOC-1
as
Annexure-3 which forms an integral part of this Report.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditor and
Secretarial Auditor have not reported any instances
of frauds committed in the Company by its officers or
Employees to the Audit Committee under section 143(12)
of the Companies Act, 2013, details of which needs to be
mentioned in this Report.

Details about Employees Stock Option Scheme

Disclosures pursuant to Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 is available on the Company's website and
can be accessed at
www.virinchi.com

Maintenance of Cost Records

The maintenance of Cost Records as specified by the Central
Government under section 148(1) of Companies Act, 2013 is
not applicable.

Report on Corporate Governance

Corporate Governance Report is set out as separate Annexure
to this Report.

Management Discussion and Analysis Report

Management's Discussion and Analysis report for the year
under review as stipulated under Regulation 34(2) (e) SEBI
(LODR) Regulation, 2015 of the Listing Agreement with the
stock exchanges is presented in a separate section forming
part of the Annual report.

Statutory Information And Other Disclosures

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo

pursuant to Section 134(3)(m) of the Act, read with the Rule
8(3) of the Companies (Accounts) Rules, 2014 is annexed
as
Annexure -6 and forms an integral part of this Report.
The Disclosure required under Section 197(12) of the Act
read with the Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
is annexed as
Annexure 1 and forms an integral part of
this Report. A statement comprising the names of top 10
employees in terms of remuneration drawn and every
persons employed throughout the year, who were in receipt
of remuneration in terms of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as
Annexure 1 and forms an integral
part of this annual report. The above Annexure is not being
sent along with this annual report to the members of the
Company in line with the provisions of Section 136 of the Act.
Members who are interested in obtaining these particulars
may write to the Company Secretary at the Registered Office
of the Company. The aforesaid Annexure is also available
for inspection by Members at the Registered Office of the

Company, 21 days before and up to the date of the ensuing
Annual General Meeting during the business hours on
working days.

Acknowledgments

Your directors would like to place on record their appreciation
of support, co-operation and assistance received from the
company's clients, Central Government authorities, bankers,
shareholders and suppliers. The board wishes to convey
its appreciation for hard work, solidarity, cooperation and
support put in by the company's employees at all levels in
enabling such growth.

For Virinchi Ltd
M.V. Srinivasa Rao

Date: 22nd August, 2025 Chairman & Whole Time Director
Place: Hyderabad DIN: 00816334

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