The Board of Directors (the "Board") of VMS Industries Limited ("your Company"/ "the Company") is pleased to present the 33rd (Thirty-
Third) Annual Report and the Audited Financial Statements of your Company for the financial year ended 31st March, 2025 ("financial year
under review").

FINANCIALS SUMMARY AND HIGHLIGHTS:

OPERATIONS REVIEW

During the year, under review, the revenue from operations amounted to ' 28,855.88 Lakhs (as against the previous year figure of '26637.28
Lakhs). The Company was able to generate Net Profit After Tax amounted to '680.45 Lakhs as against the previous year figure of '631.53
lakhs.

SUCCESSFUL RIGHT ISSUE OFFER AND LISTING OF EQUITY SHARES:

The Board of Directors had, in their meeting held on Feb 13, 2024 , (Board meeting date) proposed and approved the Right issue of 80,00,000
Equity Shares of face value of ' 10/-each at ' 35/- per equity shares, (Include '25 Premium per share) aggregating of ' 2800 Lakhs.

Cameo Corporate Services Limited were appointed as Registrar to the Issue and Share Transfer Agent for theissue of share on right Issue
basis..

BSE Limited has, vide its letter dated, April 08, 2024 granted it's In- Principal Approval to the Company for Right Issue.

The Company applied for listing of its equity shares to BSE LTD and it has granted its approval vide its letter dated May 29, 2024. The trading
of equity shares of the Company on right basis commenced w.e.f. May 30, 2024 at BSE LTD.

The Right issue Equity Shares of the Company are listed on the BSE LTD. The Company confirms that the annual listing fees to the stock
exchange for FY 2025-26 have been paid.

CAPITAL STRUCTURE OF THE COMPANY:

The Authorized share capital of the Company is ' 26,00,00,000/- (Rupees Twenty Six Crores) i.e. 2,60,00,000 (Two Crores Sixty Lakhs) shares
of ' 10/- (Rupees Ten) each and Paid up share capital of ' 24,47,33,910/- (Rupees Twenty Four Crores Forty Seven Lakhs Thirty Three
Thousand Nine Hundred Ten only) i.e. 2,44,73,391(Two Crores Forty Four Lakhs Seventy Three Thousand Three Hundred Ninety One only)
shares of ' 10/- (Rupees Ten) each.

TRANSFER TO RESERVE:

During the financial year under review no amount transferred to reserves.

DIVIDEND:

During the financial year under review , the Board of Directors declared an interim dividend of '0.50 paisa per equity share (5% of the face
value of ' 10/- each) on 03rd July 2024. The interim dividend was paid to all eligible shareholders whose names appeared on the Register
of Members as on the record date fixed for the said purpose.

The total outflow on account of this interim dividend amounted to '122.37 Lakhs.

The Board has not recommended any further (final) dividend, and the interim dividend declared and paid shall be considered as the total
dividend for the financial year 2024-25.

CHANGE IN NATURE OF COMPANY'S BUSINESS:

During the year under review, there is no change in the nature of company's Business.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:

i. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Sangeeta Jain (DIN: 00125273), retires by rotation at the
ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Your directors recommend his re-appointment.

ii. Appointment:

During the year under review, there was following change in the constitution of the Board of Directors of the Company.

* Ms. Dhwani Nagar was appointed by the board in their meeting held on 16th July, 2025 as an Additional Director. Her appointment
is subject to the approval of members in the ensuing Annual General Meeting. The said agenda is placed in the Notice of the Annual
General meeting for consideration of the members of the company.

ii. Cessation:

During the year under review, there was following Directors of the Company have resigned: -

DEPOSIT:

The Company has not invited/accepted any Deposit within the meaning of Chapter V of the Companies Act, 2013 other than exempted
deposit as prescribed under the Companies Act, 2013. Hence there are no particulars to report about the deposit falling under Rule 8
(5) (v) and (vi) of Companies (Accounts) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there were no significant and material orders passed by any Regulators or Court or Tribunals which
may have impact on the going concern status or which may have impact on the Company's operation in future. The details of ongoing
litigation against the company are as follows:-

Pending material litigations against our Company:

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of
the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information.

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

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014 and section 134 of the Companies Act, 2013, the Company has effectively
taken steps for conservation of resources and all effective measures have been taken to save energy.

(A) Conservation of energv_-

(B) Technology absorption-

The Company has taken precautionary steps for technology absorption by implementing various measures & efforts which
improve the productivity of the machineries, improve quality of a product, reduce the cost of a manufacturing and no specific
investment has been made in reduction in technology absorption.

(C) Foreign exchange earnings and Outgo-

During the period under review foreign exchange earnings or out flow reported as follow:

VIGIL MECHANISM

T ursuant to Section 177(9) of the Companies Act, 2013, the company has adopted Whistle Blower Policy to deal with any
instance of fraud and mismanagement. The employees of the company are free to report violations of any laws, rules, regulations
and concerns about unethical conduct to the chairperson of Audit Committee under this policy. The policy ensures that strict
confidentiality is maintained while dealing with concerns and also that no discrimination with any person for a genuinely raised
concern.

NUMBER OF BOARD MEETINGS:

T uring the financial year 2024-25, 20 meetings of the Board were held. The details of the Board Meetings are provided in the
Corporate Governance Report which is been annexed as Annexure to the Report.

(a) T he Committee comprises of 4 members out of which 3 are Non-Executive Director and 1 is Executive Director and the Chairman
of committee being an Independent Director. The Composition of the Committee as on 31st March 2025 and attendance of the
members is given hereunder:

During the Financial year 2024-25, 5 meetings of the Audit Committee were held on following dates:

03.05.2024, 22.05.2024, 13.08.2024, 13.11.2024, 13.02.2025.

Requisite quorum was present during the meetings.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial
reporting process to ensure accurate and timely disclosures, integrity and quality of financial reporting. The Committee oversees
related party transactions, the work carried out in the financial reporting process by the management, the Statutory Auditors,
Internal Auditor, the Cost Auditor, the Secretarial Auditor and notes the processes and safeguards employed by each of them.

The Company Secretary of the Company acts as Secretary of the Committee.

(b) T ursuant to resignation of Mr. Murari Agarwal (DIN: 10433524) w.e.f 16th July, 2025 and appointment of Ms. Dhwani Nagar (DIN:
10874632) as independent director of company, the board of directors in their meeting held on 16th July, 2025 has reconstituted
composition of Audit committee, the details of which are as follows: -

NOMINATION & REMUNERATION COMMITTEE:

(a) The Committee comprises of 3 Non-Executive Director and the Chairman being an Independent Director. The Composition of the
Committee as on 31st March, 2025 and attendance of the members is given hereunder:

During the Financial year 2024-25, 4 meeting dated 02.05.2024, 02.09.2024, 13.12.2024, 13.01.2025 of the Nomination and
Remuneration Committee were held.

Requisite quorum was present during all the meetings.

The primary objective of the Nomination and Remuneration Committee ("NRC") is to identify persons who are qualified to become
directors and who may be appointed in senior management in accordance with the criteria laid down including remuneration
payable to the senior management, recommend to the Board their appointment and carry out evaluation of every director's
performance.

(b) T ursuant to resignation of Mr. Murari Agarwal (DIN: 10433524) w.e.f 16th July, 2025 and appointment of Ms. Dhwani Nagar (DIN:
10874632) as independent director of company, the board of directors in their meeting held on 16th July, 2025 has reconstituted
composition of Nomination and remuneration committee, the details of which are as follows: -

(a) T he Committee comprises of 2 Non-Executive Director and 1 Executive Director, the Chairman being An Independent Director. The
Composition of the Committee and attendance of the members is given hereunder:

During the Financial year 2024-25, 4 meeting dated 29.05.2024, 09.09.2024, 15.10.2024, 15.03.2025 of the Stakeholder
Relationship Committee was held. Requisite quorum was present during the meetings.

The Committee looks into the grievances of the Shareholders related to transfer of shares, and non-receipt of annual report
and recommends measure for expeditious and effective investor service. However, there were no Complaints received to the
Company during the financial year 2024-25.

The Company Secretary of the Company acts as Secretary of the Committee.

The Company has duly appointed Registrar and Share Transfer Agent (R&T Agent) to provide services to the shareholders holding
shares in physical or dematerialized form. All requests for dematerialization of shares are likewise processed and confirmations
thereof are communicated to the investors within the prescribed time. There were no complaints received during the year ended
31st March 2025.

(b) T ursuant to resignation of Mr. Murari Agarwal (DIN: 10433524) w.e.f 16th July, 2025 and appointment of Ms. Dhwani Nagar (DIN:
10874632) as independent director of company, the board of directors in their meeting held on 16th July, 2025 has reconstituted
composition of Stakeholder relationship committee, the details of which are as follows: -

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

(a) The CSR Committee comprises of 2 Executive Director and 1 Non-Executive Independent Director. The Composition of the
Committee as on 31st March, 2025 and attendance of the members is given hereunder:

CSR Committee:

During the Financial year 2024-25, 3 meeting of the CSR Committee Committee was held on 02.10.2024, 18.12.2024 and15.03.2025.
Requisite quorum was present during the meetings.

The primary objective of the committee is to develop and implement the company's CSR strategy, ensuring that it aligns with
the company's values, goals, and business objectives. The committee sets priorities for CSR initiatives and decide on the areas
of focus, such as environmental sustainability, social equity, or community development. It is also responsible for creating and
updating CSR policies and guidelines. This includes defining the principles and standards the company will follow to ensure ethical
behavior and positive social impact.

F urther, the committee monitors the execution of CSR programs and projects to ensure they meet the defined objectives. They
assess the effectiveness of these initiatives and provide recommendations for improvement.

d) F ursuant to resignation of Mr. Murari Agarwal (DIN: 10433524) w.e.f 16th July, 2025 and appointment of Ms. Dhwani Nagar (DIN:
10874632) as independent director of company, the board of directors in their meeting held on 16th July, 2025 has reconstituted
composition of Corporate Social Responsibility committee, the details of which are as follows: -

RELATED PARTY TRANSACTIONS:

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the
Company during the year under review with related party (ies) are in ordinary course of business and on arm's length. AOC-2 is forming
part of this report as Annexure I.

The Details of the Transactions with related parties as per accounting standards are given in the Financial Statement to the note
forming part of the accounts.

CORPORATE SOCIAL RESPONSIBILITY:

The Board in compliance with the provisions of Section 135(1) of the Companies Act, 2013, and rules made thereunder has constituted
CSR Committee consisting of Mr. Manojkumar Jain, Mr. Murari Agarwal and Mrs. Sangeeta Jain. A brief outline of the CSR Policy and the
CSR initiatives undertaken by the Company during the year is given in Annual Report on Corporate Social Responsibility (CSR) activities
in the Annexure II, which forms part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

A report on Management Discussion and Analysis Report (MDAR) is annexed to this report as Annexure -III, inter-alia deals adequately
with the operations and also current and future outlook of the Company.

CORPORATE GOVERNANCE REPORT:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on "Corporate Governance" is attached
as an Annexure IV and forms part of this report.

POLICIES

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the
Company has framed the following policies:

1. Policy on materiality of dealing with Related Party Transactions.

2. Policy for Preservation of Documents

3. Whistle Blower Policy

4. Policy for procedure of inquiry in case of leak of Unpublished Price Sensitive Information (UPSI)

5. Content Archiving Policy

6. Criteria for making payments to Non- Executive Directors

7. Dividend Distribution Policy

8. Familiarization programme for independent directors.

9. Code of conduct to regulate, monitor and report trading by insiders.

10. Policy for determining Material Subsidiary

11. Policy on disclosure of material events or information

12. Board Diversity Policy

13. Policy on identification of Group Companies, Material Creditors and Material Litigations.

14. Policy on prevention of sexual harassment

15. Nomination & Remuneration Policy (NR Policy)

16. Code of Conduct for board members and senior management.

17. Corporate Social Responsibility Policy (CSR Policy)

All the above policies have been displayed on the website of the Company viz. https://www.vmsil.in/code-and-policies.html.
AUDITORS:

i. Statutory Auditor and their Report

The auditors M/s. S N SHAH & Associates., Chartered Accountants offers themselves for re-appointment at the ensuing annual
general meeting. The company has received a letter from the auditors stating that their appointment if made, will be within
the limits of Section 139, 141 of the Companies Act, 2013 and the rules made there under. The Directors recommend for their
reappointment.

Further, the report of the Statutory Auditors along with notes to financials is a part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

ii. INTERNAL AUDITOR

The Board of Directors has appointed M/s. SNDK & Associates LLP, Chartered Accountants, as Internal Auditors of the Company
to carry out Internal Audit of the Company for the Financial Year 2024-25. The Audit Committee of the Board of Directors in
consultation with the Internal Auditors, formulate the scope, functioning periodicity and methodology for conducting the Internal
Audit.

iii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has in compliance with the provisions of Section 204(1) of the Companies Act, 2013 and
rules made therein appointed M/s. Umesh Ved & Associates, Company Secretaries as Secretarial Auditor, to carry out Secretarial
Audit of the Company for the financial year 2024-25.

M/s Umesh Ved & Associates, Company Secretaries are proposed to be appointed as Secretarial Audit firm for a term of five
(5) consecutive years, to conduct the Secretarial Audit of five consecutive financial years from 2025-26 to 2029-30. The same
is subjected to shareholders approval at ensuing Annual general meeting. The said agenda is placed in the Notice of the Annual
General meeting for consideration of the members of the company.

The Report of the Secretarial Auditor is annexed to the Corporate Governance Report which is self-explanatory and gives complete
information. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

iv. COST RECORDS AND COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with relevant rules made thereunder, maintenance of
cost records is required and accordingly such accounts and records are made and maintained by the Company.

Further, in accordance with the said applicable provisions, M/s. Anuj Aggarwal & Co., Cost Accountants, (FRN: 102409) appointed
as cost auditor to audit the cost records of the Company for the financial year 2024-25.

M/s Anuj Aggarwal & Co, Cost Accountants, Cost auditor were appointed by board of directors in their meeting held on 26th
June,2025 to conduct audit for financial year 2025-26. The remuneration of same has been placed before the members of company
for ratification at ensuing Annual general meeting. The said agenda is placed in the Notice of the Annual General meeting for
consideration of the members of the company.

DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Act, to the best of their knowledge and belief the Board of Directors report that:

a. I n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation
relating to material departures.

b. The Directors have 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 profits 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 the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. T he Directors have laid down Internal Financial Controls as required by Explanation to Section 134(5)(e) of the Act) to be followed
by the Company and such internal financial controls are adequate and are operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are
adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

None of the employee has received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

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

ENVIRONMENT AND SAFETY:

The company understands the value of operating in an ecologically friendly and safe manner. The Company's philosophy mandates that
activities be carried out in such a way that all parties involved are safe, environmental standards are followed, and natural resources
are preserved.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are forming part to the Financial
Statements (Note no.8) for the year ended 31st March 2025.

EXTRACT OF THE ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration)
Rules, 2014, extract of annual return is placed on the website of the company www.vmsil.in

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from
various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its
impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the
necessary consideration during decision making. In the opinion of the Board there has been no identification of element of risk that
may threaten the existence of the Company.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR) Regulations, 2015, the performance evaluation was
carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the
performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The
Independent Directors at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria.
The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors on a whole was
satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, Stakeholders Relationship Committee and
CSR Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes,
committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily
and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules
framed thereunder and the Listing Agreement.

Individual Directors:

(a) I ndependent Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the
performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated)
on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of
stakeholders. The Board was of the unanimous view that each independent director are a reputed professional and brought his/
her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent
directors in guiding the management in achieving higher growth and concluded that continuance of each independent director
on the Board will be in the interest of the Company. Performance of the Independent Directors was satisfactory.

(b) N on-Independent Directors: The performance of each of the non-independent directors was evaluated by the Independent
Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria
considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional
knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that
each of the non-independent directors was providing good business and people leadership. Performance of the Non-independent
Directors was satisfactory.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THE REPORT;

There are no material changes and commitments, which may have affect the financial position of the Company between the end of the
financial year of the company to which the financial statements relate and the date of the report.

SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and the Rules made thereunder. During the year under review, no
complaints were reported. The details of sexual harassment complaint received are as under;

Number of Sexual Harassment Complaints received

(ii) Number of Sexual Harassment Complaints disposed off : 0

(iii) Number of Sexual Harassment Complaints beyond 90 days. : 0

(b) Statement that the company has complied with Maternity Benefit Act.

(j) Number of employees as on the closure of financial year :

Female: 0
Male: 185
Transgender : 0

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 apply as there was dividend declared and
paid during FY 2024-25, but all declared Dividend has been paid so the Company was not required to transfer any amount to the
Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of
the Companies Act, 2013 as there is no amounts unclaimed for a period of FY 2024-25.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any Auditor to the Audit Committee or
the Board.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from the Banks or Financial Institutions.
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

There has been no incident of granting any maternity benefit as per Maternity Benefit Act, 1961 during the financial year under review.
APPRECIATION:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the employees,
Banks, Financial Institutions, Customers, Business Associates, Government Departments, suppliers, and other stakeholders who have
extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by
all executive officers and staff at all levels of the company. We look forward for the continued support of all stakeholders in the future
and we are very thankful for the confidence shown in the Company.

For and on behalf of Board of Directors of
VMS INDUSTRIES LIMITED

Regd Office:

808 C Pinnacle Business Park, MANOJKUMAR JAIN

Corporate Road Prahladnagar, MANAGING DIRECTOR

Ahmedabad-380015 DIN: 02190018

1

Mr. Murari Agarwal has tendered his resignation due to other professional commitment with effect from 16th July, 2025.

Key Managerial Personnel:

During the year, there is no change in Key Managerial Personnel.

DETAILS OF HOLDING / SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company doesn't have any Holding/ Subsidiary/ Joint Ventures/ Associate Companies at the start of the year, during the year or at
the end of the year and hence there is no requirement of giving the statement containing the salient feature of the financial statement
of the company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures.

DECLARATION BY INDEPENDENT DIRECTORS:

During the Financial year under review, Declarations were received from all the Independent Directors of the Company stating that
they satisfy the "criteria of Independence" as defined under Regulation 16(1)(b) & 25(8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, any other applicable Schedules
and Rules framed there-under.

Further in the opinion of the Board, the independent directors possess requisite expertise, experience and integrity.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or re-appointed and has noted that none of
the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014.