Directors Report of Vruddhi Engineering Works Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 5th Annual Report of the Company together with its Audited Financial Statements for the Financial Year (‘FY’) ended March 31, 2025.

FINANCIAL PERFORMANCE

During the year under review, the performance of your Company was as under:

(Amount in Lakhs)
Particulars	Standalone
	Year ended	Year ended
	31st March, 2025	31st March, 2024
Revenue from operations	3180.23	2182.09
Total Expenses	2979.46	2137.82
Profit/(Loss) before taxation	203.95	80.36
Less : Tax Expense	54.08	23.07
Profit/(Loss) after tax	149.15	57.29
EPS (Basic & Dilution)	5.91	3.11

STATE OF COMPANY’S AFFAIRS

The Company is engaged in the business of trading of couplers, threading services and crimping services for couplers, trading, importing and exporting of engineered construction products, MS products and construction machinery and spares. Your Company has achieved a total income of Rs. 3183.41/- Lakhs during the year under review as against Rs. 2217.41/- Lakhs in the previous financial year. The net profit after tax of the Company for the year under review is Rs. 149.15/- Lakhs as compared to profit of Rs. 57.29/- Lakhs for the previous year. The net profit before tax for the year under review is Rs. 203.95/-Lakhs as compared to profit of Rs. 80.36/- Lakhs for the previous year.

FUTURE OUTLOOK

Our continuous focus on providing quality products and services consistently to our customers has helped us nurture long-term relationships with them. Our track record of delivering timely services and demonstrated industry expertise has helped in forging strong relationships with them. We have a history of high customer retention and derive a significant proportion of our revenue from repeated business.

We intend to leverage our design and engineering capabilities to increase our focus on advanced products. We believe that high value added and technology driven components will provide us with early-mover advantages and higher profit margins, thus giving us the opportunity to consolidate our position with our customers. We believe that the construction industry is evolving rapidly both in terms of products and also in terms of quality. We would keep upgrading our product portfolio to meet this every changing dynamic, to further improve the quality of our products and our introducing technology-oriented products and to add new products to our portfolio. We believe that an expanded product portfolio will assist us in developing long-term relationships with our customers.

CHANGE IN NATURE OF BUSINESS

There has been no change in nature of the Business during the year under review.

DIVIDEND

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the Company have not recommended any dividend for the year under review (Previous Year: Nil). There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted deposits from the public during the year under review. No deposits were outstanding at the beginning or at the closure of the financial year under review.

MAJOR EVENT OCCURRED DURING THE YEAR INCLUDING CHANGES IN SHARE CAPITAL

During the year following major events occurred:

Change in Registered Office of the Company

The shifting of Registered Office from Office No 603, 6th Floor, Cello - The Plaza, V P Road, Vile Parle West, Mumbai City, MUMBAI, Maharashtra, India, 400056 to Office No. 1317, Hubtown Solaris, N. S. Phadke Road, Near Flyover Bridge, Andheri East, Mumbai - 400069, with effect from April 20, 2024.

Change in share capital

The Company has allotted 6,80,000 equity shares under the IPO, thereby increasing its paid-up share capital to ?2,52,35,840, divided into 25,23,584 equity shares of ?10 each.

INITIAL PUBLIC OFFER (IPO)

During the year, your Company has debuted in the capital market by making an “Initial Public Offer of 6,80,000” Equity Shares to the public at large via Prospectus. The Issue was opened for subscription on March 26, 2024 and closed on March 28, 2024 and subsequently, the shares of the Company has been listed on the BSE SME Platform dated April 03, 2024. Further, the Directors placed on record their appreciation of contributions made by the entire IPO team with all the dedication, diligence and commitment which led to successful listing of the Company’s equity shares on the BSE SME platform. Further, the success of the IPO reflects the trust and faith reposed in Your Company by the Investors, customers and business partners and your directors thank them for their confidence in Your Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of loans, guarantees or investments pursuant to Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiary company, joint venture or associate companies during the year.

There is no company, which has ceased to be Company’s subsidiary, joint venture or associate company during the year. The Company does not require to prepare consolidated financial statements.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors and Key Managerial Personnel underwent changes set out below:

During the year under review:

> Mrs. Hiral Rushang Gandhi was resigned from the post of CFO of the Company w.e.f. August 28,

2024 citing other professional commitments as reason for resignation;

> Mrs. Yogita Ramesh Kadam was appointed as the CFO of the Company w.e.f. August 28, 2024;

> Mrs. Yogita Ramesh Kadam was resigned from the post of CFO of the Company w.e.f. January 20, 2025 citing on account of other professional commitments as reason for resignation; and

> Mrs. Anushri Manoj Gurav was appointed as the CFO of the Company w.e.f. March14, 2025. Subsequent changes in composition till the date of this Report:

> Mrs. Anushri Manoj Gurav was resigned from the post of CFO of the Company w.e.f. July 09,

2025 citing future and long term career growth as reason of resignation; and

> Mrs. Varsha Mukesh Mehta, Whole-time Director, being longest in office, retires by rotation and being eligible, offers herself for reappointment.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each of the Independent Directors to the effect that they respectively meet the criteria of independence as stipulated under Section 149 (6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) and Regulation 17 of the Listing Regulations. The Board has assessed the veracity of the same to their satisfaction. The Board of Directors have satisfied themselves about the integrity, expertise and experience (including the proficiency) of the independent directors of the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination and remuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel as per Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time is available on the website of the Company i.e. www.vruddhicouplers.com under investor section.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES

Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and appears at “Annexure 1”. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under, Rule 5(2) & 5(3) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company duly met 9 (Nine) times. The applicable details of these Board meetings including the attendance of the Directors at those meetings are given in the report on Corporate Governance which forms part of the Annual Report.

COMMITTEES OF THE BOARD

The Company has the following 3 (Three) Board Committees which have been established in compliance with the requirement of applicable law(s) and statute(s) and function accordingly:

> Audit Committee

> Nomination and remuneration Committee

> Stakeholders Relationship Committee

The Other Details of the above mentioned committees are given in the report on Corporate Governance which forms part of the Annual Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board adopted the evaluation performed by the Independent Directors on the Board’s performance carried out in accordance with the requirements of LODR Reg. 25(4)(a). which took into account factors like ‘compliances with the provisions of the applicable act(s), rules, regulations’ and ‘corporate governance norms’. Satisfaction has been recorded about the performance based on the aforesaid criteria. The performance of the Committees was adjudged based on the criteria like ‘adequacy of composition, execution and performance of specific duties, obligations and governance, quorum, compliance with procedures applicable for the conduct of meetings, and review of the recommendations and decisions of the committees. The Board records its satisfaction about the performance of all the committees of the Board. The performance evaluation of Chairperson of the Company has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(b) and stands duly adopted by the Board. The performance evaluation of non-independent directors has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(a) and it has been likewise adopted by the Board. The remaining members of the Board were evaluated at the Board Meetings based on various parameters like attendance, level of their engagement, contribution, independency of judgment, contribution in safeguarding the interest of the Company and other relevant factors.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms that:

> In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

> They 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;

> They 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;

> They had prepared the annual accounts on a going concern basis;

> They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

> They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND THEIR REPORTS Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. Maheshwari & Co., Chartered Accountants (FRN: 105834W), is appointed as the Statutory Auditor of the Company at the Annual General Meeting held on September 30, 2023, to conduct statutory audit till the conclusion of Annual General Meeting of the Company to be held in 2028.

The Auditor’s Report for the financial year ended 31st March, 2025 does not contain any qualification, adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Secretarial Auditor

The Board has appointed M/s. Krushang Shah & Associates, Practicing Company Secretaries, Ahmedabad as the Secretarial Auditor of the Company to conduct Secretarial Audit as per the provisions of the Companies Act, 2013, for a period of five years commencing from FY 2025-26 to FY 2029-30.

M/s. Krushang Shah & Associates, Practicing Company Secretaries, is appointed as the Secretarial Auditors, to conduct the audit of secretarial records of the Company for the financial year ended on March 31, 2025 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is annexed to this Report as Annexure-2.

The Secretarial Audit Report for the financial year ended 31st March, 2025 does not contain any qualification, adverse remark, reservation or disclaimer except non filling of Mgt-14, we would like to inform you that the said is missed inadvertently and we are in process of filling the same.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls in order to ensure that the financial statements of the Company depict a true and fair position of the business of the Company. The Company continuously monitors and looks for possible gaps in its processes and its devices and adopts improved controls wherever necessary.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material changes and commitments, that affect the financial position of the Company from the end of the financial year of the Company to which the financial statements relate till the date of the directors’ report.

RISK MANAGEMENT

The Board of your Company has adopted Risk Management plan to create and protect shareholders value by identifying and mitigating major operating, and external business risk. Currently the board is responsible for reviewing the risk management plan and ensuring its effectiveness. The Company recognizes that the emerging and identified risks need to be managed and mitigated to (a) protect its shareholders and other stakeholders’ interest; (b) achieve its business objectives; and (c) enable sustainable growth.

The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

ANNUAL RETURN OF THE COMPANY

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2025 is available on the Company’s website i.e. www.vruddhicouplers.com under investor section.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. The information on transactions with related parties, compiled in Form AOC-2, appears at “Annexure 3” to this report.

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

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, appears at “Annexure 4” to this report.

CORPORATE GOVERNANCE REPORT

The provisions mentioned in para C, D and E of Schedule V are not applicable to our Company. However, the Company has voluntarily attached report on “Corporate Governance” except a certificate from a company secretary in practice that none of the directors on the board of the company have 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 and Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall be annexed with the directors’ report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company appears separately in the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company provides an avenue to the Directors and Employees of the Company to report without fear any instance of actual or suspected violation, wrong doings or any illegal or unethical or improper

practice which may adversely impact the image and / or the financials of the Company. For this, the Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to report genuine concerns.

This provides for adequate safeguards against victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed(s) to the notice of the Company.

During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. However, no complaints or instances in this regard have been reported. The said policy is available on the Company’s Website i.e. www.vruddhicouplers.com under investor section.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

No complaints pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been received during the year under review. Further, the Company did not require to constitute Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Company is committed to upholding the rights and welfare of its women employees, if any, and has complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time. All eligible women employees are provided maternity leave and other benefits in accordance with the applicable provisions of the Maternity Benefit Act, 1961.

The Company continues to remain in full compliance with the provisions of the Maternity Benefit Act, 1961, and confirms that there have been no instances of non-compliance or adverse findings in this regard during the financial year under review.

SECRETARIAL STANDARDS

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

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013, and SEBI Regulations either on account of absence of any transaction or the inapplicability of the provisions:

> Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.

> The Company has not transferred an amount to capital reserve during the year.

> Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

> 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.

> Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in the utilisation of money raised by public issue as there is no deviation / variation in utilization of Money raised through public issue. Further details of the object and other details are given in corporate governance report.

> Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (share capital and debenture) rules, 2014 regarding issue of equity shares with differential rights.

> Details of any scheme for providing money for the purchase of shares of the Company by employees for the benefit of employees.

> Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.

> Performance and Financial position of the Subsidiary Companies /Joint Venture/ Associate company.

> The company has not bought back any of its securities/ not issued any sweat equity shares / not provided any Stock Option Scheme to its employees / not issued any equity shares with differential rights.

> Details of policy developed and implemented on corporate social responsibility.

> Receipt of any commission from the Company or remuneration from any of its subsidiary by the Managing Director or the Whole time Directors of the Company as per section 197(14).

> Revision in the financial statements (apart from regrouping adjustments) or directors’ report in any of the three preceding financials years.

> Significant or material orders passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

> There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGMENT

Your directors place on records their gratitude to the Central Government, State Governments and

Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company.

Your directors also wish to place on record their sincere thanks and appreciation for the continuing

support and unstinting efforts of investors, vendors, dealers, business associates and employees in

ensuring an excellent all around operational performance.

---

Mar 31, 2024

The Board of Directors are pleased to present the 4th Annual Report of the Company together with its
Audited Financial Statements for the Financial Year (‘FY’) ended March 31,2024.

FINANCIAL PERFORMANCE

During the year under review, the performance of your Company was as under:

(Amount in Lakhs)

Particulars	Standalone
	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue from operations	2182.09	1307.69
Total Expenses	2137.82	1208.17
Profit/(Loss) before taxation	79.59	101.45
Less : Tax Expense	22.3	26.11
Profit/(Loss) after tax	57.29	75.34
EPS (Basic & Dilution) Before Bonus	90.46	242.66
EPS (Basic & Dilution) After Bonus	3.11	15.17

STATE OF COMPANY’S AFFAIRS

The Company is engaged in the business of trading of couplers, threading services and crimping services for
couplers, trading, importing and exporting of engineered construction products, MS products and
construction machinery and spares. Your Company has achieved a total income of Rs. 2217.41/- Lakhs
during the year under review as against Rs. 1309.62/- Lakhs in the previous financial year. The net profit
after tax of the Company for the year under review is Rs. 57.29/- Lakhs as compared to profit of Rs.
75.34/- Lakhs for the previous year. The net profit before tax for the year under review is Rs. 79.59/-
Lakhs as compared to profit of Rs. 101.45/- Lakhs for the previous year.

FUTURE OUTLOOK

Our continuous focus on providing quality products and services consistently to our customers has helped us
nurture long-term relationships with them. Our track record of delivering timely services and demonstrated
industry expertise has helped in forging strong relationships with them. We have a history of high customer
retention and derive a significant proportion of our revenue from repeated business.

We intend to leverage our design and engineering capabilities to increase our focus on advanced
products. We believe that high value added and technology driven components will provide us with early-
mover advantages and higher profit margins, thus giving us the opportunity to consolidate our position
with our customers. We believe that the construction industry is evolving rapidly both in terms of
products and also in terms of quality. We would keep upgrading our product portfolio to meet this every
changing dynamic, to further improve the quality of our products and our introducing technology-oriented
products and to add new products to our portfolio. For instance, we are testing Grouting couplers a
product used in precast concrete structure for mechanical splicing of joints Saves cost and time in
construction. Further, these grouting couplers can be customised to meet our customer specifications.
We believe that an expanded product portfolio will assist us in developing long-term relationships with
our customers.

Our Company intends to focus on adhering to the quality standards of the products and services. This is
necessary so as to make sure that we get repeat orders from our customers. Quality of the product and
services is very important for the company from both customer and regulatory point of view. Providing
the desired and quality products help us in enhancing our reputation and maintaining long term
relationships with customers. We conduct quality testing from IIT, Kanpur as well as we have started with
international testing of our products.

CHANGE IN NATURE OF BUSINESS

There has been no change in nature of the Business during the year under review.

DIVIDEND

With a view to conserve the resources for expansion of the business activities and working capital
requirements of the Company, the board of directors of the Company have not recommended any
dividend for the year under review (Previous Year: Nil). There is no unclaimed/unpaid Dividend within the
meaning of the provisions of Section 125 of the Companies Act, 2013.

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the
Companies Act, 2013.

DEPOSITS

The Company has not accepted deposits from the public during the year under review. No deposits were
outstanding at the beginning or at the closure of the financial year under review.

MAJOR EVENT OCCURRED DURING THE YEAR INCLUDING CHANGES IN
SHARE CAPITAL

During the year following major events occurred:

Acquisition of M/s Kosmo Ventures, a proprietorship of Mrs. Bindi Kunal Mehta

The Company acquired the running business of M/s Kosmo Ventures, proprietorship Concern of Mrs.
Bindi Mehta on January 31, 2023 against the allotment of 51,890 equity shares at issued price of Rs.
168.11/- per share. Further, with the acquisition of M/s. Kosmo Ventures we have also ventured into
supply of Steel Products thus diversifying our products offerings which helps our Company in cross
selling and up-selling of products within our existing customer.

Issue of Bonus Shares

During the year the Company has issued and allotted 17,28,360 equity shares as the Bonus shares in
the ration of 15 Equity Shares for every 1 Equity Share held in our Company.

Change of Name and Object

During the year the name of the company has been changed to Vruddhi Engineering Works Limited from
Vruddhi Steel Limited. Further the Company has also changed its main object by addition of new clause
as a diversification plans of the Company.

INITIAL PUBLIC OFFER (IPO)

During the year, your Company has debuted in the capital market by making an "Initial Public Offer of
6,80,000” Equity Shares to the public at large via Prospectus. The Issue was opened for subscription on
March 26, 2024 and closed on March 28, 2024 and subsequently, the shares of the Company has been
listed on the BSE SME Platform dated April 03, 2024. Further, the Directors placed on record their
appreciation of contributions made by the entire IPO team with all the dedication, diligence and
commitment which led to successful listing of the Company’s equity shares on the BSE SME platform.
Further, the success of the IPO reflects the trust and faith reposed in Your Company by the Investors,
customers and business partners and your directors thank them for their confidence in Your Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of loans, guarantees or investments pursuant to Section 186 of the Companies Act, 2013
are provided in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiary company, joint venture or associate companies during the year.

There is no company, which has ceased to be Company’s subsidiary, joint venture or associate
company during the year. The Company does not require to prepare consolidated financial statements.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors and Key Managerial Personnel underwent changes set out
below:

During the year under review:

> The Designation of Mrs. Varsha Mukesh Mehta was changed to Director from additional director
and later on re-designated as the Whole-time Director of the Company.

> The Designation of Mr. Karan Manoj Doshi, Ms. Shivani Kumari Joshi and Mrs. Ankita Rohan
Kothari were changed to Director from Additional Director.

> Mrs. Kishori Jaysingh Sodha was appointed as the Company Secretary and Compliance officer
of the Company w.e.f. July 01, 2023.

Subsequent changes in composition till the date of this Report:

> Mrs. Hiral Rushang Gandhi was resigned from the post of CFO of the Company w.e.f. August 28,
2024.

> Mrs. Yogita Ramesh Kadam was appointed as the CFO of the Company w.e.f. August 28, 2024.

> Mr. Vedant Mukesh Mehta, Whole-time Director, being longest in office, retires by rotation and
being eligible, offers himself for reappointment.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each of the Independent Directors to the effect
that they respectively meet the criteria of independence as stipulated under Section 149 (6) of the
Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) and
Regulation 17 of the Listing Regulations. The Board has assessed the veracity of the same to their
satisfaction. The Board of Directors have satisfied themselves about the integrity, expertise and
experience (including the proficiency) of the independent directors of the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination and
remuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel as
per Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended from time to time is available on the website of the
Company i.e. www.vruddhicouplers.com under investor section.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES

Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) is not
applicable to the Company during the Financial Year under review. The statement containing names of
top ten employees in terms of remuneration drawn and the particulars of employees as required under,
Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is available for inspection and any Member interested in obtaining a copy of the same may write to
the Company Secretary and Compliance Officer of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company duly met 14 (Fourteen) times. The
applicable details of these Board meetings including the attendance of the Directors at those meetings
are given in the report on Corporate Governance which forms part of the Annual Report.

COMMITTEES OF THE BOARD

The Company has the following 3 (Three) Board Committees which have been established in
compliance with the requirement of applicable law(s) and statute(s) and function accordingly:

> Audit Committee

> Nomination and remuneration Committee

> Stakeholders Relationship Committee

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

The Board adopted the evaluation performed by the Independent Directors on the Board’s performance
carried out in accordance with the requirements of LODR Reg. 25(4)(a). which took into account factors
like ‘compliances with the provisions of the applicable act(s), rules, regulations’ and ‘corporate
governance norms’. Satisfaction has been recorded about the performance based on the aforesaid
criteria. The performance of the Committees was adjudged based on the criteria like ‘adequacy of
composition, execution and performance of specific duties, obligations and governance, quorum,

compliance with procedures applicable for the conduct of meetings, and review of the recommendations
and decisions of the committees. The Board records its satisfaction about the performance of all the
committees of the Board. The performance evaluation of Chairperson of the Company has been carried
out by the Independent Directors in accordance with LODR Reg. 25(4)(b) and stands duly adopted by
the Board. The performance evaluation of non-independent directors has been carried out by the
Independent Directors in accordance with LODR Reg. 25(4)(a) and it has been likewise adopted by the
Board. The remaining members of the Board were evaluated at the Board Meetings based on various
parameters like attendance, level of their engagement, contribution, independency of judgment,
contribution in safeguarding the interest of the Company and other relevant factors.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms that:

> In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;

> They 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;

> They 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;

> They had prepared the annual accounts on a going concern basis;

> They had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and

> They had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

AUDITORS AND THEIR REPORTS
Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s.
Maheshwari & Co., Chartered Accountants (FRN: 105834W), is appointed as the Statutory Auditor of the
Company at the Annual General Meeting held on September 30, 2023, to conduct statutory audit till the
conclusion of Annual General Meeting of the Company to be held in 2028.

The Auditor’s Report for the financial year ended 31st March, 2024 does not contain any qualification,
adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or
comments from the Board under Section 134(3) of the Companies Act, 2013.

Secretarial Auditor

M/s. Krushang Shah & Associates, Practicing Company Secretaries, is appointed as the Secretarial
Auditors, to conduct the audit of secretarial records of the Company for the financial year ended on
March 31, 2024 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report
submitted by him in the prescribed form MR- 3 is annexed to this Report as Annexure-1.

The Auditor’s Report for the financial year ended 31st March, 2024 does not contain any qualification,
adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or
comments from the Board under Section 134(3) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls in order to ensure that the financial
statements of the Company depict a true and fair position of the business of the Company. The
Company continuously monitors and looks for possible gaps in its processes and its devices and adopts
improved controls wherever necessary.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

Except described below, there has been no material changes and commitments, that affect the financial
position of the Company from the end of the financial year of the Company to which the financial
statements relate till the date of the directors’ report.

During the Year under review, your Company has decided to debut in the capital market by making Initial
Public Offer of 6,80,000 (Six Lakhs Eighty Thousand) Equity Shares at Issue Price of Rs. 70/- per share
(which includes Face Value of Rs.10/- and premium of Rs.60/-) which was opened for subscription on
March 26, 2024 and closed on March 28, 2024.

Accordingly, your Company by passing a Board Resolution dated April 01, 2024 has made an allotment
of the above-mentioned equity shares as subscribed through Initial Public Offer and listed on BSE SME
Platform dated April 03, 2024.

RISK MANAGEMENT

The Board of your Company has adopted Risk Management plan to create and protect shareholders
value by identifying and mitigating major operating, and external business risk. Currently the board is
responsible for reviewing the risk management plan and ensuring its effectiveness. The Company
recognizes that the emerging and identified risks need to be managed and mitigated to (a) protect its
shareholders and other stakeholders’ interest; (b) achieve its business objectives; and (c) enable
sustainable growth.

The details of various risks that are being faced by the Company are provided in Management Discussion
and Analysis Report, which forms part of this Report.

ANNUAL RETURN OF THE COMPANY

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as
on 31st March, 2024 is available on the Company’s website i.e. www.vruddhicouplers.com under
investor section.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

Related party transactions that were entered into during the financial year were on arm’s length basis
and were in the ordinary course of business. The information on transactions with related parties,
compiled in Form AOC-2, appears at "Annexure 2” to this report.

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

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read
with the Companies (Accounts) Rules, 2014, appears at "Annexure 3” to this report.

CORPORATE GOVERNANCE REPORT

The provisions mentioned in para C, D and E of Schedule V are not applicable to our Company.
However, the Company has voluntarily attached report on "Corporate Governance” except a certificate
from a company secretary in practice that none of the directors on the board of the company have 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 and Compliance certificate from either
the auditors or practicing company secretaries regarding compliance of conditions of corporate
governance shall be annexed with the directors’ report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, highlighting the important aspects of the business of
the Company appears separately in the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company provides an avenue to the Directors and Employees of the Company to report without fear
any instance of actual or suspected violation, wrong doings or any illegal or unethical or improper
practice which may adversely impact the image and / or the financials of the Company. For this, the
Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to
report genuine concerns.

This provides for adequate safeguards against victimization of employees and Directors who wish to use
the vigil mechanism to bring any wrong deed(s) to the notice of the Company.

During the year under review, the implementation of the vigil mechanism has been properly and regularly
monitored by the Audit Committee. However, no complaints or instances in this regard have been
reported. The said policy is available on the Company’s Website i.e. www.vruddhicouplers.com under
investor section.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

No complaints pursuant to the provisions of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 have been received during the year under review.
Further, the Company did not require to constitute Internal Complaints Committee under the Sexual
Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SECRETARIAL STANDARDS

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

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters under the

Companies Act, 2013, and SEBI Regulations either on account of absence of any transaction or the

inapplicability of the provisions:

> Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.

> The Company has not transferred an amount to capital reserve during the year.

> Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148
of the Companies Act, 2013.

> 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.

> Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in the utilisation of
money raised by public issue.

> Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (share capital and debenture)
rules, 2014 regarding issue of equity shares with differential rights.

> Details of any scheme for providing money for the purchase of shares of the Company by employees for
the benefit of employees.

> Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.

> Performance and Financial position of the Subsidiary Companies /Joint Venture/ Associate company.

> The company has not bought back any of its securities/ not issued any sweat equity shares / not provided
any Stock Option Scheme to its employees / not issued any equity shares with differential rights.

> Details of policy developed and implemented on corporate social responsibility.

> Receipt of any commission from the Company or remuneration from any of its subsidiary by the Managing
Director or the Whole time Directors of the Company as per section 197(14).

> Revision in the financial statements (apart from regrouping adjustments) or directors’ report in any of the
three preceding financials years.

> Significant or material orders passed by the regulators, courts, tribunals impacting the going concern
status and Company’s operations in future.

> There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGMENT

Your directors place on records their gratitude to the Central Government, State Governments and
Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company.
Your directors also wish to place on record their sincere thanks and appreciation for the continuing
support and unstinting efforts of investors, vendors, dealers, business associates and employees in
ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors of
Vruddhi Engineering Works Limited

Bindi Kunal Mehta
(DIN- 08936998)

Chairperson & Managing Director

Date- September 07, 2024
Place- Mumbai