Directors Report of V R Woodart Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 35^th Annual Report of VR Woodart Limited (''the Company'') along-with the Audited Financial Statements for the Financial Year (''FY'') ended March 31, 2025.

1. FINANCIAL SUMMARY & HIGHLIGHTS

The financial performance of your Company for the Financial Year ended 31^st March 2025 is as under:

(INR in Lakhs)
Particulars	For the Financial Year	For the Financial Year
	ended March 31, 2025	ended March 31, 2024
Revenue from Operations	0	0
Other Income	0	0
Total Income	0	0
Total expenses	13.12	9.13
Profit/ (Loss) before tax	(13.12)	(9.13)
Tax expense (incl. deferred tax)	0	0
Profit/ (Loss) for the year	(13.12)	(9.13)
Other comprehensive income for the year	0	0
Total comprehensive income for the year	0	0
Profit / (Loss) for the year carried to Balance Sheet	(13.12)	(9.13)
Earnings per share (INR) Basic	(0.09)	(0.06)
Diluted	(0.09)	(0.06)

The above figures are extracted from the Financial Statements for the Financial Year ended March 31, 2025, prepared in accordance with Indian Accounting Standards (''Ind AS'') as notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Companies Act, 2013 (''the Act'').

2. FINANCIAL PERFORMANCE AND STATE OF THE COMPANY''S AFFAIR

During the year under review, the Company had no operations and did not generate any revenue and the Company''s losses stood at INR 13.12 Lakh as compared to INR 9.13 Lakh in the previous year.

3. RESERVES

The Board of Directors of your Company have not transferred any amount to the Reserves/general reserves due to losses incurred during the year under review.

4. DIVIDEND

In view of the losses incurred during the year under review, your directors do not recommend any dividend for the year.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THE REPORT.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Report, except, the Members of the Company at their Extra Ordinary General Meeting held on April 4, 2025 approved the following matters which may have impact on the financial position of the Company:

i. Increase in Authorised Share Capital of the Company and consequent alteration of the Capital Clause-V of Memorandum of Association & Article 4 of the Articles of Association of the Company

ii. Preferential issue of -

a. 1,24,20,000 Equity Shares at an issue Price of Rs. 22/- per Equity Share (including premium) and 40,80,000 Convertible Warrants at an issue price of Rs. 22/- per Warrant (including premium) to allottees (Ms. Maddukuri Mounica and Mrs. Minal Patil (''Acquirers'')] who currently belong to Non-Promoter Category but shall be classified as Promoters pursuant to Open offer under SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 and

b. 15,70,000 Equity shares at an issue price of Rs. 22/- per Equity Share (including premium) and 80,00,000 Convertible Warrants at an issue price of Rs. 22/- per Warrant (including premium) to allottees belonging to Non-Promoter Category

Other material information-

i. The Share Purchase Agreement dated Friday, March 07, 2025, executed between the Acquirers and Faze Three Limited, Existing Promoter Shareholder, the Acquirers have agreed to acquire 9,00,000 equity shares of the Company held by Faze Three Limited.

ii. Pursuant to the above mentioned transaction and the afore-mentioned preferential issue, the acquirers have given an open offer to the Public Shareholders of the Company vide Initial Public Announcement dated March 07, 2025 and Detailed Public Announcement published on March 13, 2025.

iii. Further, the existing Promoters/Promoter Group of the Company have divested their entire shareholding except 9,00,000 shares as mentioned in point no. (i). On completion of the open offer and other regulatory requirements, these shares will be transferred to the Acquirers.

iv. As a consequence to the above and on necessary application and receipt of approval of the stock exchange, there will be a change in the existing promoters and promoter group of the Company who shall reclassify themselves as Public Category/Non-Promoter and the Acquirers shall classify themselves as the Promoters/ Promoter Group of the Company.

6. SHARE CAPITAL

As aforementioned, the Authorised Share Capital of the Company was increased by the Members of the Company at their Extra Ordinary Meeting held on April 04, 2025. Accordingly, the Authorised Share Capital of the Company as on the date of this Report is INR 50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) Equity Shares of face value of INR 10/- each.

The paid-up share capital of the Company as on the date of this Report is INR 14,89,18,060/- divided into 1,48,91,806 (One Crore Forty-Eight Lakh Ninety-One Thousand Eight Hundred and Six) Equity Shares of face value of INR 10/- each.

During the year under review, there were no changes in the Issued, Subscribed or Paid-up Share Capital of the Company.

Further, the allotment pursuant to the preferential issue of Equity shares and Convertible warrants as aforementioned is under process and pending for approval from the requisite authorities as on the date of this Report.

7. MANAGEMENT 7.1 DIRECTORS

As on the date of this Report, the Board of Directors of the Company comprised of the following:

Sr.No	Name	Designation
1.	Mr. Anwar Shaikh	Whole-Time Director
2.	Mrs. Divya Pai	Non-Executive, Non-Independent Director
3.	Mr. Kartik Jethwa	Independent Director
4.	Mr. Manan Shah	Independent Director
5.	Mr. Vinit Rathod	Independent Director
6.	Mrs. Nidhi Bhatt	Independent Director

During the year under review, the following changes took place in the composition of the Board:

A. Resignations:

i. Mrs. Rashmi Anand, Chairman and Whole-Time Director, resigned from her office with effect from February 07, 2025;

ii. Mr. Sanjay Anand, Non-Executive Director of the Company resigned from his office with effect from February 07, 2025.

B. Appointments:

i. Mr. Anwar Shaikh was appointed as an Additional Director (Whole-Time) of the Company on February 07, 2025;

ii. Mrs. Divya Pai was appointed as an Additional Director (Non-Executive) of the Company on February 07, 2025;

iii. Mrs. Nidhi Bhatt was appointed as an Additional Director (Independent) of the Company on February 07, 2025.

The appointment of the above mentioned Directors, who were initially inducted as Additional Directors of the Company, was duly regularized by the Members at their Extra-Ordinary General Meeting held on April 04, 2025.

On the basis of the written representations received from the Directors, none of the above Directors are disqualified under Section 164 of the Act.

7.2 KEY MANAGERIAL PERSONNEL (KMP):

During the Financial Year 2024-25, following changes took place in the positions of Key Managerial Personnel:

i. Mrs. Rashmi Anand, Whole-Time Director, resigned from her office with effect from February 07, 2025;

ii. Mr. Anwar Shaikh was appointed as a Whole Time Director of the Company with effect from February 07, 2025;

iii. Ms. Shagufta Sadikot ceased to be a Company Secretary and Compliance Officer upon her resignation at the close of business hours on August 17, 2024;

iv. Mr. Siddharth Dwivedi was appointed as the Company Secretary and Compliance Officer with effect from January 02, 2025;

v. Mr. Anwar Shaikh ceased to be Chief Financial Officer of the Company upon his resignation at the close of business hours on August 05, 2025;

vi. Mr. Sudesh Pingale was appointed as the Chief Financial Officer of the Company with effect from August 06, 2025.

In compliance with the provisions of Section 203 of the Act, following are the KMP''s of the Company as on the date of this Report.

Sr. No.	Name	Designation
1.	Mr. Anwar Shaikh	Whole-Time Director
2.	Mr. Siddharth Dwivedi	Company Secretary & Compliance Officer
3.	Mr. Sudesh Pingale	Chief Financial Officer

8. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to Section 178 of the Act read with Schedule IV thereto and Regulation 17 of the Securities and Exchange Board of India (''SEBI'') (Listing Obligations and Disclosure Requirements), Regulations 2015 (''Listing Regulations''), a formal evaluation of Board''s performance and that of its Committees and individual Directors has been carried out by the Board.

The evaluation of all the Directors including Independent Directors was carried out by the entire Board, except for the Director being evaluated. The performance is evaluated after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, experience and

competencies, attendance, effectiveness of Board processes, information and functioning, independent approach, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI on January 05, 2017.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, attendance of the Members, recommendations to the Board and their implementation, effectiveness of Committee meetings, etc.

The Independent Directors at their meeting held on November 07, 2024 evaluated the performance of the Non-Independent Directors and the Board as a whole. Since, currently there is no Chairperson, the Whole-Time Director after considering the views of other Directors, assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board of Directors expressed their satisfaction with the evaluation process.

9. DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT.

All Independent Directors have submitted requisite declarations confirming that they:

i. meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent;

ii. have complied with the Code of Conduct laid down under Schedule IV of the Act and

iii. they have registered themselves with the Independent Director''s Databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise required under all applicable laws and the policies of the Databank.

10. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Board Members are provided with necessary documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices.

Pursuant to the Listing Regulations, the Company organizes Familiarization Programme periodically for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The Board familiarization process comprises of the induction programme for new Independent Directors, sessions on business and functional issues and strategy making. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company including finance, sales, and overview of business operations, business strategy and risks involved.

During the year under review, the Independent Directors were familiarized with business model, key updates on business performance, and legal/ regulatory updates at Board Meetings as well as through periodic reports.

The policy for Familiarization Programme for the Independent Directors is available on website of the Company at https://www.vrwoodart.com/4corporategovernance.html.

11. BOARD MEETINGS

During the year under review, 7 (Seven) Board meetings were convened, the details of which are given in the Corporate Governance Report. In case of any urgent business need, where the meeting of the Board of Directors is not envisaged, the Board''s approval is taken by passing resolutions by circulation, as permitted by law, which are noted and confirmed in the subsequent Board Meeting. The intervening gap between the meetings was within the period prescribed under Section 173 of the Act and Regulation 17 of the SEBI Listing Regulations.

12. COMMITTEES OF THE BOARD

The details of all the Committees of the Board along with their terms of reference, composition and meetings held during the year are provided in the Corporate Governance Report which forms a part of this Report.

13. POLICIES ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

In accordance with the provisions of Section 134(3)(e) read with Section 178(2) of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations, your Company has adopted a Policy on Nomination & Remuneration which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors, and remuneration for the Directors, Key Managerial Personnel and other employees. The said policy can be accessed on the website of the Company at https://www.vrwoodart.com/5policies.html.

14. DISCLOSURE RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The Disclosure pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in this Report as-

i. The Company has no employees and the Company did not remunerate its Directors and CFO during the year in view of the losses;

ii. The Remuneration paid to the Company Secretary (Key Managerial Personnel) is provided in the Notes to Financial Statements of the Company. However, since there were changes in the position of Company Secretary during the year, the percentage increase in remuneration of the Company Secretary during the year is not applicable.

15. RECEIPT OF ANY COMMISSION FROM COMPANY OR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY COMPANY BY MD / WTD / ANY DIRECTOR

During the year under review, the Company has not paid any commission to any of its Directors. Further, the Company does not have a holding/subsidiary company.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Act, the Directors hereby confirm that:

a) in the preparation of the Annual Financial Statements for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the directors have selected such accounting policies as mentioned in Notes to Financial Statements 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 as at March 31, 2025 and of the loss of the Company for the Financial Year ended on that date;

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

d) the Annual Financial Statements for the Financial Year ended March 31, 2025 have been prepared on a going concern basis; and

e) proper internal financial controls were in place, the same were followed by the Company and that such internal financial controls were adequate and were operating effectively;

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

17. INTERNAL CONTROLS

The Company has adequate internal control systems which monitor business processes, financial reporting and compliance with applicable regulations.

The entity-level policies include Anti-Fraud Policies (such as Code of Conduct for Directors and Senior Managerial Personnel and Whistle Blower Policy) and other policies (such as Insider Trading Policy and Code of Fair Disclosure of Unpublished Price Sensitive Information).

These internal controls are reviewed by Internal Auditors every year. The Company has carried out evaluation of design and effectiveness of these controls and has noted no significant material weaknesses or deficiencies that can impact Financial Reports.

18. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associate or Joint Venture Company as on March 31, 2025. Accordingly, Form AOC-1 pursuant to Section 129(3) of the Act is not applicable to the Company.

19. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year under review, the Company has not made any investments, advanced any loans or provided any guarantee falling under Section 186 of the Act.

20. DEPOSITS / LOANS FROM DIRECTORS

i. The Company has not accepted any deposits from the public falling within the ambit of Section 73 and 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 or under Chapter V of the Act.

ii. The Company obtained a loan amounting to ^11 lakh from Mr. Sanjay Anand, who was, during the year, a Non-Executive Director of the Company, to fulfill the day-to-day administrative and statutory expenses/obligations of the Company. During the year under review, the Company partially repaid the said loan, with an outstanding balance of ^2 Lakh remaining as on March 31, 2025.

Mr. Sanjay Anand had furnished a declaration in writing to the Company declaring that the said loan is given out of his owned funds and not out of funds acquired by him by borrowing or accepting loans or deposits from others. The said loan was duly approved by the Members of the Company at their AGM held on September 29, 2023.

21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

As per the SEBI Listing Regulations, if any related party transaction exceeds Rs 1,000 Crore or 10% of the Annual Consolidated Turnover as per the last Audited Financial Statement whichever is lower, it would be considered as material and require approval from Members. In this regard, the Members of the Company at their AGM held on September 29, 2023, approved the availing loan of upto Rs. 1,00,00,000 (Rupees One Crore) from then Non-Executive Director, Mr. Sanjay Anand (resigned w.e.f. February 07, 2025) to meet the day-to-day administrative expenses, statutory expenses and obligations as aforementioned.

However, during the year under review, the Company has not entered into any transactions with related parties as per Section 188 of the Act and thus, there were no material transactions of the Company with any of its Related Parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not provided by the Company for FY 2024-25.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board is available at http://www.vrwoodart.com/5policies.html .

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions with respect to Corporate Social Responsibility are not applicable to the Company as the Company does not fall within the purview of Section 135 of the Act and Rules made thereunder.

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

As the Company did not conduct any operations during the year under review, disclosures as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgoings are not applicable to your company during the year under review.

24. RISK MANAGEMENT

The Company has put in place a mechanism for periodical reviews to ensure that risk, if any, is controlled by the Management through the means of a properly laid-out framework. The Audit Committee has additional oversight in the area of financial risks and controls.

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formed and adopted Vigil Mechanism / Whistle Blower Policy as per Section 179 of the Act and Regulation 22 of the Listing Regulations for directors and employees to report their genuine concerns about unethical behavior. The Vigil Mechanism provided for adequate safeguards against victimization of Directors or employees or any other person who availed the mechanism and no person has been denied access to the Chairperson of the Audit Committee. The said policy is available on the website of the Company and the web link of the same is http://www.vrwoodart.com/5policies.html.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

No significant material orders were passed by the regulators, courts, or tribunals during the year under review that would have an impact on the Company''s going concern status or its future operations.

27. AUDITORS AND THEIR REPORT

A. Statutory Auditors

At the Company''s 32^nd Annual General Meeting (AGM) held on September 19, 2022, M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, Mumbai (FRN: 000038N) (hereinafter referred to as ''M/s. TVA'') were re-appointed as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion of the 32^nd AGM until the conclusion of the 37^th AGM of the Company to be held in the year 2027.

The Auditor''s Report on the Financial Statement of the Company for the FY 2024-25 does not contain any qualification, reservation, adverse remark, or disclaimer.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Companies Act 2013 or to the Central Government.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. A. D. Parekh & Associates, Practicing Company Secretaries to undertake Secretarial Audit for the FY 2024-25 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made thereunder, the Listing Regulations and other Acts and Regulations applicable to the Company. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed to this Report as ''Annexure I''.

The Secretarial Audit Report contains the following remark:

There was a delay of about 46 days in filling up the vacancy for the post of Company Secretary and Compliance Officer (Pursuant to Reg. 6(1A) of the SEBI (LODR) Regulations, 2015) by the Company caused due to resignation of the earlier Company Secretary and Compliance Officer.

The Board hereby clarifies as follows with respect to the above:

The delay was unintentional and resulted from the time required to properly screen, interview and select a suitable candidate for the position. The vacancy has been successfully filled by the Company.

Further, the Board of Directors at their meeting held on August 06, 2025 considered and recommended to the shareholders of the Company- the appointment of Mr. Amit Sagar Kochar, Practicing Company Secretary as the Secretarial Auditor of the Company for a period of 5 years, pursuant to Regulation 24A of the Listing Regulations, to conduct the Secretarial Audit for the FY 2025- 26 till 2029-30. The shareholders shall consider the same and if deemed fit, approve the said appointment at their ensuing AGM.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

29. WEB ADDRESS OF ANNUAL RETURN

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return as on March 31, 2025, is placed on the website of the Company at http://www.vrwoodart.com/6shareholdersinformation.html

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations is presented as Annexure II forming part of this Annual Report.

31. CORPORATE GOVERNANCE

The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in the Regulation 15(2) of the SEBI Listing Regulations. Further, in compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, a detailed report on Corporate Governance is given as Annexure III and forms an integral part of this Annual Report.

The Chief Financial Officer of the Company gives annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations, copy of which forms part of the annexed Corporate Governance Report.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND MATERNITY BENEFIT ACT, 1961.

Since the Company is non-operational, it does not employ the minimum no. of employees (including minimum of female employees) to constitute an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of the complaints of sexual harassment as required by the Companies (Accounts) Second Amendment Rules, 2025 are as follows:

i. number of complaints of sexual harassment received in the year: NIL

ii. number of complaints disposed-off during the year: NIL

iii. number of cases pending for more than ninety days: NIL

33. DISCLOSURE AS PER MATERNITY BENEFIT ACT, 1961:

As afore-mentioned, the Company does not employ the minimum no. of employees required to comply with the provisions of the Maternity Benefit Act, 1961.

34. POLICIES AS REQUIRED UNDER VARIOUS LAWS

The Act and Listing Regulations mandated the formulation of certain policies for all Listed Companies, the same are formulated by the Company, approved by the Board and amended from time to time. The said mandated policies are also available at the website of the Company at http://www.vrwoodart.com/5policies.html. The policies are as follows:

i. ''Documents Retention & Archival Policy'' as per Regulation 9 and Regulation 30 of the Listing Regulation;

ii. ''Policy for determining Materiality of events / information'' as per Regulation 30 of the Listing Regulation;

iii. ''Policy for determining Material Subsidiary'' as per Regulation 16(1)(c) of the Listing Regulations;

iv. ''Code of Fair Disclosure of Unpublished Price Sensitive Information'' and ''Insider Trading Policy'' as per SEBI (Prohibition of Insider Trading) Regulation, 2015;

v. ''Code of Conduct for Directors and Senior Managerial Personnel'' as per Regulation 17 (5) of the Lising Regulations.

35. DISCLOSURE ON ACCOUNTING TREATMENT

The Company has adhered to the Accounting Standards without any differential treatment. The Financial Statements of the Company provide an accurate and unbiased representation of the Company''s state of affairs, presenting a true and fair view.

36. COST AUDIT & MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act pertaining to the maintenance of cost records and cost audit requirement are not applicable to the Company.

37. OTHER DISCLOSURES:

i. There was no change in the nature of the business of the Company during the year under review.

ii. The Company has not issued any shares with differential rights as to dividend, voting or otherwise during the year under review.

iii. The Company has neither issued nor granted any Stock Options, Sweat Equity or Bonus Shares during the year.

iv. There were no revisions in the Financial Statements from the end of the Financial Year to date of the Directors'' Report of the Company.

v. No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (''the IBC, 2016''), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable.

vi. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable for the period under review.

vii. There are no amounts which are due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2025.

The Directors take this opportunity to express their deep sense of gratitude to the Shareholders, Banks, Central and State Governments and their departments and the Local Authorities for their continued guidance and support.

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Mar 31, 2024

The Board of Directors are pleased to present the 34^th Annual Report of VR Woodart Limited (''the Company'') along-
with the Audited Financial Statements for the Financial Year (''FY'') ended March 31, 2024.

1. FINANCIAL SUMMARY & HIGHLIGHTS

The financial performance of your Company for the Financial Year ended 31^st March 2024 is as under:

(INR in lakhs

Particulars	Current Financial	Previous Financial
	Year(2024)	Year(2023)
Revenue from Operations	0	0
Other Income	0	0
Total Income	0	0
Less: Total Expenses	9.13	13.97
Profit / (Loss) before taxes	(9.13)	(13.97)
Less: Tax Expense	0	0
Profit / (Loss) for the year carried to Balance Sheet	(9.13)	(13.97)

The above figures are extracted from the financial statements prepared in accordance with Indian Accounting
Standards (''Ind AS'') as notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Companies
Act, 2013 (''the Act'').

2. TRANSFER TO RESERVES

The Board of Directors of your Company has not transferred any amount to the Reserves due to losses incurred
during the year under review.

3. DIVIDEND

In view of the losses incurred during the year under review, your directors do not recommend any dividend on the
Equity Shares for the year under review.

4. STATE OF THE COMPANY''S AFFAIR

During the year under review the Company had no operations and did not generate any revenue and the Company''s
losses stood at INR 9.13 lakhs as compared to INR 13.97 lakhs in the previous year.

5. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the business.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THE REPORT.

There have been no material changes and commitments affecting the financial position of the company which have
occurred between the end of the financial year to which the financial statements relate and the date of this Report.

7. SHARE CAPITAL

The Authorised Share Capital of the Company is INR 15,00,00,000/- divided into 1,50,00,000 equity shares of face
value of INR 10/- each. The paid-up share capital of the Company is INR 14,89,18,060/- divided into 1,48,91,806
equity shares of face value of INR 10/- each.

During the year under review, there were no changes in the Authorized, Issued, Subscribed or Paid-up Share Capital
of the Company.

8. MANAGEMENT

8.1 DIRECTORS

As on March 31, 2024, the Board of Directors of the Company comprised of the following:

Sr. No. Name Designation

1. Mrs. Rashmi Anand Whole-Time Director

2. Mr. Sanjay Anand Non-Executive Director

3. Mr. Kartik Jethwa Independent Director

4. Mr. Manan Shah Independent Director

5. Mr. Vinit Rathod Independent Director

During the year under review, there was no change in the composition of the Board.

On the basis of the written representations received from the Directors, none of the above Directors is disqualified
under Section 164 of the Act.

8.2 KEY MANAGERIAL PERSONNEL (KMP)

During the financial year 2023-24, following changes took place in the positions of Key Managerial Personnel:

i. Mr. Roshan Gupta ceased to be a Company Secretary and Compliance Officer upon his resignation at the close
of business hours on June 23, 2023. Mr. Yash Kale was appointed as the Company Secretary & Compliance
Officer of the Company with effect from July 04, 2023.

ii. Mr. Yash Kale ceased to be a Company Secretary and Compliance Officer upon his resignation at the close of
business hours on July 29, 2023. Consequently, Mr. Akram Sati was appointed as the Company Secretary and
Compliance officer with effect from December 05, 2023.

iii. Ms. Shagufta Sadikot was appointed as the Company Secretary and Compliance Officer of the Company with
effect from January 08, 2024 in place of Mr. Akram Sati who resigned from the position of Company Secretary
& Compliance Officer, effective from the closure of business hours on January 04, 2024

In compliance with the provisions of Section 203 of the Act, following are the KMP''s of the Company as on 31^st
March 2024.

Sr. No. Name Designation

1. Mrs. Rashmi Anand Whole-Time Director

2. Mr. Anwar Shaikh Chief Financial Officer

3. Ms. Shagufta Sadikot Company Secretary & Compliance Officer

9. DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

All Independent Directors have submitted requisite declarations confirming that they (i) meet the criteria of
independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and
are independent; (ii) have complied with the Code of Conduct laid down under Schedule IV of the Act and (iii) they
have registered themselves with the Independent Director''s Database maintained by the Indian Institute of
Corporate Affairs.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise
required under all applicable laws and the policies of the Bank.

10. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Board members are provided with necessary documents, reports and internal policies to enable them to
familiarize with the Company''s procedures and practices.

Pursuant to the SEBI regulations, the Company organizes Familiarization Programme periodically for the
Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company,
nature of industry in which the Company operates, business model of the Company, etc. The Board familiarization
process comprises of the induction programme for new Independent Directors, sessions on business and functional
issues and strategy making. Periodic presentations are made at the Board and Committee meetings on business
and performance updates of the Company including finance, sales, and overview of business operations, business
strategy and risks involved.

During the year under review, the Independent Directors were familiarized on business model, key updates on
business performance, and legal/ regulatory updates at Board Meetings as well as through periodic reports.

The policy for Familiarization Programme for the Independent Directors is available on website of the Company at
https://www.vrwoodart.com/4corporategovernance.html.

11. BOARD MEETINGS

During the year under review, 8 (Eight) Board meetings were convened and held on 25.04.2023, 26.05.2023,
04.07.2023, 14.08.2023, 08.11.2023, 05.12.2023, 08.01.2024 and 13.02.2024, the details of which are given in the
Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under
the Companies Act, 2013 and Regulations 17 of the Securities and Exchange Board of India (Listing Obligation and
Disclosures Requirements) Regulation, 2015 (''Listing Regulations'').

12. COMMITTEES OF THE BOARD

The details of all the Committees of the Board along with their terms of reference, composition and meetings held
during the year are provided in the Report on Corporate Governance which forms a part of this Report.

13. POLICIES ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES

In accordance with the provisions of Section 134(3)(e) read with Section 178(2) of the Companies Act, 2013 and
Regulation 19(4) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has adopted a Policy on Nomination & Remuneration which inter alia, includes
the criteria for determining qualifications, positive attributes and independence of Directors, and remuneration for
the directors, key managerial personnel and other employees. The said policy can be accessed on the website of
the Company at https://www.vrwoodart.com/5policies.html.

14. DISCLOSURE RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS
OF EMPLOYEES

The Disclosure pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not provided in this Report as-

i. The Company has no employees and the Company does not remunerate its Directors and CFO;

ii. The Remuneration paid to the Company Secretary (Key Managerial Personnel) is provided in the Notes to
Financial Statements of the Company. However, since there were changes in the position of Company Secretary
during the year, the percentage increase in remuneration of the Company Secretary during the year is not
applicable.

15. RECEIPT OF ANY COMMISSION BY WTD FROM COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION
FROM ITS HOLDING OR SUBSIDIARY COMPANY

During the year under review, the Company has not paid any commission to any of its Directors. Further, the
Company does not have a holding/subsidiary company.

16. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to Section 178 of the Act read with Schedule IV thereto and Regulation 17 of the Listing Regulations, a
formal evaluation of Board''s performance and that of its Committees and individual directors has been carried out
by the Board.

The evaluation of all the directors including independent directors was carried out by the entire Board, except for
the director being evaluated. The performance is evaluated after seeking inputs from all the Directors on the basis
of the criteria such as the Board composition and structure, experience and competencies, attendance,
effectiveness of board processes, information and functioning, independent approach, etc. The above criteria are
broadly based on the Guidance Note on Board Evaluation issued by the SEBI on January 05, 2017.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members
on the basis of the criteria such as the composition of committees, attendance of the members, recommendations
to the Board and their implementation, effectiveness of committee meetings, etc.

The Independent Directors at their meeting held on February 13, 2024 evaluated the performance of the Non¬
Independent Directors and the Board as a whole, the Chairman of the Board after considering the views of other
Directors and assessed the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Details of the evaluation are given in the Report on Corporate Governance annexed hereto. The Board of Directors
expressed their satisfaction with the evaluation process.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Act, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

ii. the directors have selected such accounting policies as mentioned in Notes to Financial Statements 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 as at March 31, 2024 and of the loss of the Company for the
year ended on that date;

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

iv. the Annual Financial Statements have been prepared on a going concern basis; and

v. proper internal financial controls were in place and that such internal financial controls were adequate and
were operating effectively;

vi. proper systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

18. INTERNAL CONTROLS

The Company has adequate internal control systems, commensurate with the size, scale and complexity of its
operations which monitor business processes, financial reporting and compliance with applicable regulations.

The entity-level policies include anti-fraud policies (such as code of conduct for Directors and Senior Mangerial
Personnel and Whistle Blower Policy) and other policies (such as Insider Trading Policy and Code of Fair Disclosure
of Unpublished Price Sensitive Information).

These internal controls are reviewed by Internal Auditors every year. The Company has carried out evaluation of
design and effectiveness of these controls and has noted no significant material weaknesses or deficiencies that
can impact financial reports.

19. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associate or Joint Venture Company as on March 31, 2024. Accordingly,
Form AOC-1 pursuant to Section 129(3) of the Act is not applicable to the Company.

20. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year under review, the Company has not made any investments, advanced any loans or provided any
guarantee falling under Section 186 of the Act.

21. DEPOSITS / LOANS FROM DIRECTORS

i. The Company has not accepted any deposits from the public falling within the ambit of Section 73 and 76 of the
Act and the Companies (Acceptance of Deposits) Rules, 2014 or under Chapter V of the Act.

ii. During the year under review, the Company obtained a loan amounting to INR 12,00,000/- from Mr. Sanjay
Anand, a Non-Executive Director of the Company, to fulfill the day-to-day administrative and statutory
expenses/obligations of the Company. Further, Mr. Sanjay Anand has furnished a declaration in writing to the
Company declaring that the said amount is not being given out of funds acquired by him by borrowing or
accepting loans or deposits from others.

The above loan transaction has been approved by the shareholders through a resolution passed at the 33^rd
Annual General Meeting held on September 29, 2023.

22. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

As per the Listing Regulations, if any related party transaction exceeds Rs 1,000 crore or 10% of the annual
consolidated turnover as per the last audited financial statement whichever is lower, it would be considered as
material and require Members approval. In this regard, during the year under review, the Company had taken
necessary Members approval for availing loan of upto Rs. 1,00,00,000 (Rupees One Crore) from Mr. Sanjay Anand,
Non-Executive Director of the Company to meet the day-to-day administrative expenses, statutory expenses and
obligations.

However, during the year under review, the Company has not entered into any transactions with related parties as
per Section 188 of the Act and thus, there were no material transactions of the Company with any of its Related
Parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h)
of the Act in Form AOC-2 is not provided by the Company for FY23.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved
by the Board is available at http://www.vrwoodart.com/5policies.html .

23. CORPORATE SOCIAL RESPONSIBILITY

The provisions with respect to Corporate Social Responsibility are not applicable to the Company as the Company
does not fall within the purview of Section 135 of the Act and Rules made thereunder.

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

As the Company did not conduct any operations during the year under review, disclosures as required under
Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to
conservation of energy, technology absorption and foreign exchange earnings and outgoings are not applicable to
your company during the year under review

25. RISK MANAGEMENT

The Company has put in place a mechanism for periodical reviews to ensure that risk, if any, is controlled by the
Management through the means of a properly laid-out framework. The Audit Committee has additional oversight
in the area of financial risks and controls.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formed and adopted Vigil Mechanism / Whistle Blower Policy as per Section 179 of the Act and
Regulation 22 of the Listing Regulations for directors and employees to report their genuine concerns about
unethical behavior. The vigil mechanism provided for adequate safeguards against victimization of directors or
employees or any other person who availed the mechanism and no person has been denied access to the
Chairperson of the Audit Committee. The said policy is available on the website of the Company and the web link
of the same is http://www.vrwoodart.com/5policies.html.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

No significant material orders were passed by the regulators, courts, or tribunals during the year under review that
would have an impact on the Company''s going concern status or its future operations.

28. AUDITORS AND AUDITOR''SREPORT

A. Statutory Auditors

At the Company''s 32^nd Annual General Meeting (AGM) held on September 19, 2022, M/s. Thakur Vaidyanath Aiyar
& Co., Chartered Accountants, Mumbai (FRN: 000038N) (hereinafter referred to as "M/s. TVA") had been re¬
appointed as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion of the
32^nd AGM until the conclusion of the 37^th AGM of the Company to be held in the year 2027.

The Auditor''s Report on the Financial Statement of the Company for they FY 23-24 does not contain any
qualification, reservation, adverse remark, or disclaimer.

The Statutory Auditors have not reported any instance of fraud 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.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. A. D. Parekh & Associates,
Practicing Company Secretaries to undertake Secretarial Audit for the FY 2023-24 which, inter alia, includes audit of
compliance with the Companies Act, 2013, and the Rules made thereunder, the Listing Regulations and other Acts and
Regulations applicable to the Company. The Secretarial Audit Report for the financial year ended March 31, 2024 is
annexed to this Report as ANNEXURE I.

The Secretarial Audit Report contains the following remark/qualification:

i. There was a delay in filing certain e-forms required to be submitted to the Registrar of Companies

ii. There was a delay of one month in filling the vacancy of Company Secretary and Compliance Officer (Pursuant to Reg.
6(1A) of the SEBI (LODR) Regulations, 2015) by the Company caused due to resignation of the earlier Company
Secretary and Compliance Officer.

The Board hereby clarifies as follows with respect to the above-

i. There was a delay in filing the e-forms, however, the forms have been filed with additional fees. The delayed filings
do not have any adverse effect on the functioning of the Company.

ii. The Company had finalized on candidates for the purpose of filling up the vacancy, within prescribed time limit,
for which the said candidates had even accepted the offer letter of the Company, however, on the date of joining
the candidates stepped back for another opportunity. Consequently, the Company had to re-start the process
of selection/hiring and hence, the delay was unavoidable.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

30. WEB ADDRESS OF ANNUAL RETURN

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024, is placed on the website
of the Company at http://www.vrwoodart.com/6shareholdersinformation.html

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
presented in a separate section forming part of this Annual Report as ANNEXURE II.

32. CORPORATE GOVERNANCE

The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as
stipulated in the Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, in compliance with Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on
Corporate Governance is given as ANNEXURE III and forms an integral part of this Annual Report.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

Since the Company is non-operational, it does not employ the minimum no. of employees (including minimum of
female employees) to constitute an Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Furthermore, no cases were reported under the
ambit of the said Act with any Local Committee.

34. POLICIES UNDER THE LISTING REGULATIONS

The Listing Regulations mandated the formulation of certain policies for all Listed Companies which are as under:

i. Documents Retention & Archival Policy'' as per Regulation 9 and Regulation 30 which may be viewed at
http://www.vrwoodart.com/5policies.html

ii. Policy for determining Materiality of events / information'' as per Regulation 30 which may be viewed at
http://www.vrwoodart.com/5policies.html

iii. Policy for determining material subsidiary'' as per Regulation 16(1)(c) of the Listing Regulations which may be
viewed at http://www.vrwoodart.com/5policies.html

35. DISCLOSURE ON ACCOUNTING TREATMENT

The Company has adhered to the Accounting Standards without any differential treatment. The financial
statements of the Company provide an accurate and unbiased representation of the Company''s state of affairs,
presenting a true and fair view.

36. MAINTENANCE OF COST RECORDS

The provisions of sub-section (1) of Section 148 of the Companies Act, 2013 pertaining to the maintenance of cost
records are not applicable to the Company.

37. OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required with respect to the following items as there were no
transactions on these items during the year under review:

a. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the
year along with their status as at the end of the financial year.

b. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof, is not applicable.

c. Issue of shares with differential voting rights.

d. Revision in the financial statements from the end of the Financial Year to date of the Directors Report.

e. Issue of shares or grant of any Stock Options or any Sweat Equity Shares.

Amounts due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2024

38. ACKNOWLEDGEMENT

The Directors take this opportunity to express their deep sense of gratitude to the shareholders, banks, Central and
State Governments and their departments and the local authorities for their continued guidance and support.

For and on behalf of the Board of Directors

Sd/-

Rashmi Anand

Place: Mumbai Whole-time Director

Date: May 30, 2024 DIN: 00366258

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Dec 31, 2014

Dear Members,

The Directors are presenting the 25th Annual Report of your Company and the Audited Accounts for the year ended 31st December 2014.

FINANCIAL RESULTS

(Rs.in Lacs)

Particulars For the year For the year ended ended 31.12.2014 31.12.2013

Revenue from Operations - -

Profit / (Loss) before taxation (78.72) (1.88)

Profit/ (Loss) for the year carried to Balance Sheet (78.72) (1.88)

OPERATIONS

During the year under review, the Company''s operations were closed and hence, the Company has not generated any revenue during the accounting year. The Company''s losses stood at Rs. 78.72 Lacs as compared to Rs. 1.88 Lacs in the previous year. The accumulated losses of the Company stood at Rs. 1842.16 Lacs for the year ended on 31st December 2014.

DIVIDEND

In view of the carry forward losses, your Directors do not recommend any dividend on Equity Shares for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public.

DIRECTORS

Mr. Sanjay Anand, DIN: 01367853 Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

AUDITORS

The present Statutory Auditors of the Company, M/s. Majibail & Co., Chartered Accountants, (Firm Registration No. 105870W) retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter as required under Section 141 of the Companies Act, 2013 (erstwhile section 224(1B) of the Companies Act, 1956) from M/s. Majibail & Co., Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors of the company. The Board of Directors recommend their appointment.

AUDIT REPORT

The Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards except AS 15 in the preparation of the Annual Accounts.

b) The Directors had selected the 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 / loss of the Company for the year under review.

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

PERSONNEL

As on date, none of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND FOREIGN EXCHANGE

Since the Company is not carrying on manufacturing activities, the disclosure requirements under this are not applicable to your Company. However, the information conservation of energy and foreign exchange earnings and outgo is annexed and forms part of this report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholders'' information and auditor''s certificate on its compliance, forms a part of this Annual Report.

ACKNOWLEDGEMENTS

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its stakeholders, customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continuous co-operation.

By Order of the Board of Directors For V. R. WOODART LIMITED

Place: Mumbai Date : 27.02.2015

Ajay Anand Sanjay Anand DIN 0373248 DIN1367853

---

Dec 31, 2013

Dear Shareholders,

The Directors are presenting the 24th Annual Report of your Company and the Audited Accounts for the year ended 31st December 2013.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars For the year For the year ended ended 31.12.2013 31.12.2012

Revenue from Operations - 6.00

Profit / (Loss) before taxation (1.88) 9.52

Profit/ (Loss) for the year carried to Balance Sheet (1.88) 9.52

OPERATIONS

During the year under review, the Company did not generate any revenue from operations. The Company has suffered a net loss of Rs. 1.88 Lacs as compared to the profit of Rs. 9.52 Lacs during the previous accounting year. The Company has not carried on any manufacturing activities during the year.

DIVIDEND

Due to financial constraints, your Directors do not recommend any dividend on equity shares for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public.

DIRECTORS

Mr. Nitin Panchal, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment. Your Directors recommend his re- appointment.

PARTICULARS OF EMPLOYEES

There are no employees drawing salary as required to be mentioned under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

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

Since the Company is not carrying on manufacturing activities, the disclosure requirements under this are not applicable to your Company. However, the information conservation of energy and foreign exchange earnings and outgo is annexed and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 or loss of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on "going concern basis".

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The company is currently not carrying on any manufacturing activities. Therefore, the Management discussion and analysis report has been not been attached to this report.

AUDITORS

M/s. Majibail & Co., Chartered Accountants, being eligible offer themselves for re-appointment. If re- appointed, it will be within the prescribed limits specified in Section 224 (1B) of the Companies Act, 1956. Members are requested to appoint the auditors and to fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and Stakeholders.

By Order of the Board of Directors For V. R. WOODART LIMITED

Place: Mumbai Date : 28.02.2014 Ajay Anand Sanjay Anand Director Director

---

Dec 31, 2012

Dear Shareholders,

The Directors are presenting the 23rd Annual Report of your Company and the Audited Accounts for the year ended 31st December 2012.

FINANCIAL RESULTS (Rs. in Lacs)

particulars For the year For the year ended 31.12.2012 ended 31.12.2011

Revenue from Operations 6.00 43.02

Profit / (Loss) before taxation 9.52 121.47

Profit/ (Loss) for the year carried to Balance Sheet 9.52 121.47

OPERATIONS

During the year under review, the Company revenue from operations stood at Rs. 6.00 Lacs as against Rs. 43.02 Lacs in the previous year. The Company has earned a Net profit of Rs. 9.52 Lacs as compared to the Profit of Rs. 121.47 : Lacs during the previous accounting year. The Company has not carried on any manufacturing activities during the year.

DIVIDEND

Due to financial constraints, your Directors do not recommend any dividend on Equity Shares for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public.

DIRECTORS .

Mr. Sanjay Anand, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

PARTICULARS OF EMPLOYEES

There are no employees drawing salary a« enquired to be mentioned under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

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

- Since the Company is not carrying on rranufacturing activities, the disclosure requirements under this are not

- applicable to your Company. However, the information conservation of energy and foreign exchange earnings and

- outgo is annexed and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 or loss of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on "going concern basis".

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The company is currently not carrying on any manufacturing activities. Therefore, the Management discussion and analysis report has been not been attached to this report.

AUDITORS

M/s. Majibail & Co., Chartered Accountants, being eligible offer themselves for re-appointment. If re-appointed, it will be within the prescribed limits specified in Section 224 (IB) of the Companies Act, 1956. Members are requested to appoint the auditors and to fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

By Order of the Board of Directors

For V R WOODART LIMITED

Place: Mumbai

Date: 30.05.2013

Ajay Anand Sanjay Anand

Director Director

---

Dec 31, 2011

The Directors are presenting the 22nd Annual Report of your Company and the Audited Accounts for the year ended 31st December 2011.

FINANCIAL RESULTS

(Rupees In Lacs)

Particulars For the year ended For the year ended 31.12.2011 31.12.2010

Sales 43.02 141.73

Profit / (Loss) before taxation 121.47 29.65

121.47 29.65

Profit/ (Loss) for the year carried to Balance Sheet

OPERATIONS, OVERVIEW AND BUSINESS OUTLOOK

During the year under review, the Company Sales stood at Rs. 43.02 Lacs as against Rs. 141.73 Lacs in the previous year. The Company has earned a Net profit of Rs. 121.47 Lacs as compared to the Loss of Rs. 29.65 Lacs during the previous accounting year.

DIVIDEND

Due to financial constraints, your Directors do not recommend any dividend on Equity Shares for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public.

DIRECTORS

Mr. Nitin Panchal, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

PARTICULARS OF EMPLOYEES

There are no employees drawing salary as required to be mentioned under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

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

The Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure to this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 or loss of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on "going concern basis".

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The company is currently not carrying on any manufacturing activities. The Company sold its plant located at Plot No. 42, Cochin Special Economic Zone. The accumulated loses of the Company stood at 17,43,68,702/- on the balance sheet date 31.12.2011 which is more than its Networth.

AUDITORS

M/s. Majibail & Co., Chartered Accountants, being eligible offer themselves for re-appointment. If re-appointed, it will be within the prescribed limits specified in Section 224 (1B) of the Companies Act, 1956. Members are requested to appoint the auditors and to fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities.

By Order of the Board of Directors

For V R WOODART LIMITED

Place: Mumbai

Date : 30.05.2012

Ajay Anand

Director