Vivaa Tradecom Ltd

DEAR SHAREHOLDERS,

The Board of Directors is pleased to present its 15^th Annual Report on the business and operations of Vivaa Tradecom Limited ("the Company") and the Standalone Audited Financial Statements for the Financial Year ended 31^st March, 2025.

During the year under review, the Company has earned Total Income of Rs. 28,751.29/- Lakhs as compared to Rs. 19,847.15/- Lakhs in the previous year and incurred Expenses of Rs.28647.53/- Lakhs as compared to Rs. 19,752.68/- Lakhs in the previous year.

The Company has earned Profit of Rs.76.02/- Lakhs which is more than the profit of the previous year which was Rs. 70.09/- Lakhs. The Company has attained organic growth by virtue of its offering quality and range wide fabrics and garments, catering to international as well as domestic markets.

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

During the year, the Board of your Company has not appropriated / transferred any amount to any reserve.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014. However, as on 31^st March, 2025, the Company has loan from a Director and in relation to this loan, the Company has received a declaration that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

During the year, there was change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company increase from Rs.5,00,00,000/- (Rupees Five Crore only) divided into 50,00,000 (Fifty Lakh) Equity Shares of Rs.10/- (Rupees Ten only) each to Rs.8,00,00,000/- (Rupees Eight Crore only) divided into 80,00,000 (Eighty Lakh) Equity Shares of Rs.10/- (Rupees Ten only) and Paid-up Capital of Rs.3,93,75,000/- listed on the SME Platform of BSE Limited.

The Company has not issued any Equity Shares with differential rights during the year under review.

The Company has not issued any Sweat Equity Shares during the year under review.

No Bonus Shares were issued during the year review.

During the year there is no employee stock option scheme approved.

During the Year under review, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Act.

There were no outstanding shares lying in the demat suspense account/ unclaimed suspense account and therefore, disclosure relating to the same is not applicable.

The Company does not have any Subsidiary, Associate, Joint Venture or Holding Company during the year under review.

During the period under review, the Company has altered its Memorandum of Association (MOA) pursuant to the provisions of the Companies Act, 2013. The alteration was approved by the shareholders at the Annual General Meeting held on 30th September, 2024, to include additional main objects other than the textiles business, thereby enabling the Company to explore and undertake new business opportunities in line with its long-term growth strategy.

The revised MOA reflects the Company's intent to diversify and expand into other areas of business, subject to necessary regulatory approvals, as may be required.

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure- A.

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to the Listing Regulations, forms part of this Report as Annexure-B.

A statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-C to this Report.

No employee has received remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2023-24.

Details of Directors and Key Managerial Personnel (KMPs) as on 31^st March, 2025 are as follows:

* Mrs. Deepti Thepadia appointed w.e.f. 17^th October, 2024 as Company Secretary & Compliance Officer

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including the proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

During the Year under review, there were no changes took place in the Board composition and KMPs except Mrs. Swati Jigar Jain has resigned w.e.f. 30^th July, 2024 and Mrs. Deepti Thepadia appointed as Company Secretary & Compliance Officer w.e.f 17^th October, 2024

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mrs. Sangitaben Niranjankumar Jain (DIN: 01923253), Non-Executive Woman Director, retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing Annual General Meeting. The brief resume of Mrs. Sangitaben Niranjankumar Jain (DIN: 01923253), Non-Executive Woman Director and other related information has been detailed in the Annual Report.

The Board recommends the re-appointment of Mrs. Sangitaben Niranjankumar Jain (DIN: 01923253), in the ensuing AGM.

The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under the Section 149(6) of the Act or other applicable provisions, if any, and there has been no change in the circumstances which may affect their status as Independent Director during the year and they have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act.

The Directors on the Board have submitted requisite Disclosure under Section 184(1) of the Act, declaration of nondisqualification under Section 164(2) of the Act and Declaration as to compliance with the Code of Conduct of the Company.

During the Year under review, 6 (Six) Board Meetings were held. The intervening gap between 2 Meetings was not more than 120 days. The details of Meetings and attendance of each Director at those Meetings during the year are as under:

The following Statutory Committees have been constituted by the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The Company has constituted the Audit Committee as per the applicable provisions of the Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the applicable provisions of the Listing Regulations. The Audit Committee comprises following members:

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairperson of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements.

The scope and function of the Audit Committee and its terms of reference shall include the following:-

1. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company;

2. Review and monitor the auditors' independence and performance, and effectiveness of audit process;

3. Examination of financial statement and auditors' report thereon including interim financial result before submission to the Board of Directors for approval, particularly with respect to;

a. Changes, if any, in accounting policies and practices and reasons for the same,

b. Major accounting entries involving estimates based on the exercise of judgment by management,

c. Significant adjustments made in the financial statements arising out of audit findings,

d. Compliance with listing and other legal requirements relating to financial statements,

e. Disclosure of any related party transactions,

f. Modified opinion(s) / Qualifications in the draft audit report.

4. Approval or any subsequent modification of transactions of the Company with related party, subject following conditions;

> The Audit Committee may make omnibus approval for related party transactions proposed to be entered in to by the Company subject to such conditions provided under the Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof;

> In case of transaction, other than transactions referred to in Section 188 of Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board;

> In case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee;

5. Reviewing, with the management, and monitoring the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus, and making appropriate recommendations to the Board to take up steps in this matter;

6. Scrutiny of inter-corporate loans and investments;

7. Reviewing and discussing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

8. To review the functioning of the Whistle Blower mechanism, in case the same is existing;

9. Valuation of undertakings or assets of the company, where ever it is necessary;

10. Evaluation of internal financial controls and risk management systems and reviewing, with the management, performance ofinternal auditors, and adequacy of the internal control systems; and

11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

12. To monitor the end use of fund invested or given by the Company to Subsidiary Companies;

The audit committee shall have the powers, which should include the following:

1. To investigate any activity within its terms of reference;

2. To seek information from any employees;

3. To obtain outside legal or other professional advice;

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

5. Call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

6. To investigate into any matter in relation to the items specified in sub-section (4) of Section 177 of the Companies Act, 2013 or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

The audit committee shall mandatorily review the following information:

1. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

2. Management letters / letters of internal control weaknesses issued by the statutory auditors;

3. Internal audit reports relating to internal control weaknesses;

4. The appointment, removal and terms of remuneration of the Internal Auditor

5. Quarterly / half yearly statement of deviation(s), if applicable, submitted to stock exchange(s) in terms of Regulation 32(1);

6. Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus.

The Company has formed the Nomination and Remuneration Committee as per Section 178 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the applicable provisions of the Listing Regulations. The Nomination and Remuneration Committee comprises the following members:

The Company Secretary of our Company shall act as a Secretary of the Nomination and Remuneration Committee. Terms of Reference of the Nomination and Remuneration Committee:-

The scope and function of the Nomination and Remuneration Committee and its terms of reference shall include the following:-

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every Director's performance. The Company shall disclose the Remuneration Policy and the evaluation criteria in its Annual Report;

4. To specify the manner for effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance;

5. To attend to any other responsibility as may be entrusted by the Board within the terms of reference.

The Policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act, adopted by the Committee and available on the website of the Company at https://www.vivaatrade.com/policies-and-codes/#policies. Salient features of the Policy dealing with nomination and remuneration are as under:

The objective and purpose of this Policy are:

• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

• To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies.

• To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.

• To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

The Policy is applicable to-

• Directors (Executive and Non-Executive)

• Key Managerial Personnel

• Senior Management Personnel

This Policy is divided in three parts-

Part - A covers the matters to be dealt with and recommended by the Committee to the Board,

Part - B covers the appointment and nomination and Part - C covers remuneration and perquisites etc.

The Company has formed the Stakeholders Relationship Committee as per Section 178 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the applicable provisions of the Listing Regulations. The Stakeholders Relationship Committee comprises the following members:

The Company Secretary of our Company shall act as a Secretary of the Stakeholders Relationship Committee.

This Committee will address all grievances of Shareholders and Investors in compliance of the provisions of Section

178(5) of the Act and its terms of reference include the following:

1. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares;

2. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

3. Allotment of shares, monitoring and approving transfers, transmissions, dematerialization, rematerialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures;

4. Reference to statutory and regulatory authorities regarding investor grievances;

5. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

6. And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers; and

7. Carrying out any other function contained in the Listing Regulations as and when amended from time to time.

The Independent Directors of your Company, in a separate meeting held on 27^th February, 2025, inter alia, discussed the following:

> Reviewed the performance of Non-Independent Directors of the Company and the Board as a whole;

> Reviewed the performance of the Chairman of the Company taking into account the views of Executive Directors and Non- executive Directors; and

> Assessed the quality, quantity and timelines of flow of information between the Company, management and the Board that is necessary for the Board to effectively and reasonable perform their duties.

All Independent Directors of the Company were present at the Meeting.

In terms of the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of the Board and its Committees and Independent Directors. Further, Independent Directors also reviewed the performance of the Non-Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, Committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination and Remuneration Committee and Independent Directors Separate Meeting.

The performance of the Board is evaluated based on composition of the Board, its Committees, performance of duties and obligations, governance issues etc. The performance of the Committees is evaluated based on adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc.

The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.

The Directors' Performance Evaluation Policy is also disclosed on the website of the Company, https://www.vivaatrade.com/policies-and-codes/#policies.

At the 13^th Annual General Meeting ("AGM") of the Company held on 30^th September, 2023, M/s. Shreekant S. Shah & Co., Chartered Accountants, having FRN: 110177W, was appointed as the Statutory Auditors of the Company for a term of 5 years, to hold office till the conclusion of the 18^th AGM of the Company.

The Notes to the Financial Statements referred in the Auditors' Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The Report given by the Statutory Auditors on the Financial Statements of the Company is a part of this Annual Report. There were no qualifications, reservations, and adverse remark or disclaimer given by the Statutory Auditors in their Report.

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.

M/s. RPSS & Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2024-25, as required under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report in Form MR-3 for the Year ended 31^st March, 2025 forms part of this Report as Annexure-D.

There are no qualifications or reservations or adverse remarks or disclaimer in the said Secretarial Audit Report.

The Board of Directors has appointed M/s. S. Mandawat & Co. (FRN: 118330W) as an Internal Auditor of your Company for the Financial Year 2024-25. Findings of the Internal Auditor were satisfactory. As per the Report of the Internal Auditor, there exist a proper internal checks and controls in the Company.

The provisions of Section 148 of the Act and rules thereof are not applicable to the Company. Hence, the appointment of the Cost Auditor is not required.

The particulars of loans, guarantees or investments, if any, made during the Financial Year 2024-25, are disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared for the Financial Year ended 31^st March, 2025.

There have been no material changes and commitments, affecting 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.

The Company has in place proper system of internal financial control which is commensurate with size and nature of business. The Company has an Audit Committee headed by the Independent Director, inter-alia, to oversee company's financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal auditors with management.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2025 will be available on the Company's website, https://www.vivaatrade.com/financial/annual-return.

In compliance with the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions (RPTs) and manner of dealing with RPTs. The updated Policy can be accessed on the Company's website, https://www.vivaatrade.com/policies-and-codes/#policies.

During the year under review, there were no related party transactions entered into by the Company. Hence, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, pursuant to the provisions of Section of 134(3)(h) of the Act are not enclosed with this Report.

In order to comply with provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder, the Company has formulated and implemented a Policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary or contractual are covered under the above Policy. As per the requirement of the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with rules made thereunder, the Company has constituted Internal Complaints Committees as per requirement of this Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace. The Policy has been uploaded on the website of the Company at https://www.vivaatrade.com/policies-and-codes/#policies.

During the year under review, there was no incidence/complaint reported under the said Act.

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. The company has developed and implemented risk management policy. Company has an effective risk management system to keep track of business and operational hazards. All major functions and divisions are responsible for independently monitoring risks in their respective areas of operations. The risk management process is overseen by the Company's board of directors.

The Company, through its risk management process, aims to contain the risks within its appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Act and the applicable provisions of the Listing Regulations. Employees can raise any suspected or actual violations to the Code of Conduct. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the Policy for Vigil Mechanism which is available on the website of the Company at https://www.vivaatrade.com/policies-and- codes/#policies

During the year under review, there was no incidence/case reported under the above provisions.

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

The Company adheres to the best Corporate Governance practices and always works in the best interest of its stakeholders. The Company has incorporated the appropriate standards for corporate governance.

Further, the Company is listed on SME Platform of BSE Limited and as such pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 (Corporate Governance Provisions) of the Listing Regulations are not applicable to the Company.

Your Company also undertakes that whenever these regulations become applicable to our Company at a later date, the Company will comply with the requirements of the above regulations within the timelines prescribed under these regulations.

There was no material order passed by Regulators/ Courts/ Tribunals during the year under review impacting the going concern status and company's operations in future.

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria/ limits mentioned in the said Section of the Act.

During the year under review, the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India (ICSI) and approved by the Central Government pursuant to Section 118 of the Act.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state the following:

a) That in the preparation of the annual financial statements for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the year ended on that date;

c) That 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) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

Your Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely contributed to the efficient management of the Company. The Directors place on record their appreciation for the continued support of the shareholders of the Company. The Directors also take this opportunity to express their grateful appreciation for assistance and cooperation received from the bankers, vendors and stakeholders, business associates, who have extended their valuable sustained support and encouragement during the year under review.