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Vippy Spinpro Ltd			Industry : Textiles - Cotton/Blended


BSE Code:	514302	NSE Symbol:	Not Listed	P/E(TTM):	9.02

ISIN Demat:	INE660D01017	Div & Yield %:	0	EPS(TTM):	19.57

Book Value(Rs):	148.9267462	Market Cap ( Cr.):	103.61	Face Value(Rs):	10

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DIRECTORS' REPORT

Dear Members,

Your Directors have pleasure in presenting the 32"¹Annual Report together with the Audited Financial Statement of the Company for the financial year ended 31 "March, 2024

FINANCIAL HIGHLIGHTS Rs. in Lakhs

Particulars	2023-24	2022-23
Income
Revenue from Operations	24962.58	15632.26
Other Income	88.73	112.27
Total Revenue	25051.31	15,744.53
Less: Expenses other than Finance cost and Depreciation	23190.79	13962.06
Profit before finance cost, depreciation & amortization, and tax	1860.52	1782.47
Less: Finance Costs	290.50	52.20
Less: Depreciation and amortization expenses__	982.57	290.17
Profit before Tax	587.45	1440.10
Less: Tax Expenses
Current Tax	188.5	325.47
Deferred Tax (Assets)/Liabilities	(36.89)	43.16
Profit for the year	435.49	1071.47
Other Comprehensive Income	37.33	22.15
Total Comprehensive Income	472.82	1093.62
Earning per equity share
Basic	7.42	18.25
Diluted	7.42	18.25

PERFORMANCE REVIEW& COMPANY AFFAIRS

The Companys total revenue for the year under review amounted to Rs. 25051.31 Lakhs as compared to Rs. 15744.53 Lakhs of the previous year. The Profit before Tax for the year under review amounted to Rs. 587.45 Lakhs as compared to Rs. 1440.10 Lakhs of the previous year. The Profit after Tax for the year under review amounted to Rs. 435.49 Lakhs as compared to Rs. 1071.47 Lakhs of the previous year. The Company is engaged in the manufacturing of cotton yarn for different applications by Rotor Spinning.

In the Year 2021 the Board of Directors of the Company in their meeting held on 29* day of July, 2021 have decided a plan for modernization cum expansion programme in its unit located at 14- A, Industrial Area, AB Road, Dewas (MP)-455001. The Cost ofProject was estimated at Rs 5000 Lakhs and actual Cost incurred at Rs. 5322 Lakhs during FY22-23 which was funded byway of Term loan of Rs 3350 Lakhs and balance from Internal Accruals.

In continuance of above, we would like to inform you that During the FY 23-24 the company has installed one Saurer Automatic Rotor Spinning Machine Autocoro 10/552 spindles and other supporting machines to optimizing production and profitability. The total investment made in machines during the year is Rs. 1088.82 Lakhs. The Company has availed new term loan for Rs. 8.00 crores from HDFC Bank.

RESERVES

The Company did not create any special reserve during the year but has transferred the entire profit after tax for the year of2023-24 amount Rs 435.49 Lakhs to Reserve and Surplus.

DIVIDEND

With a view of conserving resources, your Directors do not recommended any dividend for the year under review. LISTING OF THE SHARES

The Equity Shares of the Company are presently listed at BSE Ltd. Further, the Company has paid listing fees to BSE Ltd. for the FY2024-2025.

DIRECTORS'RESPONSIBILITYSTATEMENT

In terms of provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors state that:

• in the preparation of the annual accounts for the year ended 31 "March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the act have been followed and there are no material departures from the same;

• the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 "March, 2024 and of the profit of the Company for the year ended on that date;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors have prepared the annual accounts on a going concern basis;

• the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

• The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, the members of the Company, by means of Postal Ballot, have approved the reappointment of Shri Piyush Mutha (DIN: 00424206), as Managing Director for the period of 1 (one) Year w.e.f. 01.04.2023.

Further, the Board of Directors in its meeting held on 26.03.2024 has approved the re-appointment of Shri Piyush Mutha (DIN-00424206) as a Managing Director of the Company for a period of three (3) years w.e.f. 01" April 2024 to 31 " March 2027, subject to approval of members by means of Postal Ballot.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Mangalore Maruthi Rao (DIN-00775060), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for his re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Shri Pulkit Mahcshwari who was appointed as Company Secretary and Compliance Officer was also appointed as Chief Financial Officer and designated as "Company Secretary, Compliance Officer and Chief Financial Officer" of the Company w.e.f 09.05.2023.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on date are-:

• Shri Piyush Mutha,Managing Director,

• Shri Mangalore Maruthi Rao, Whole Time Director,

• Shri Pulkit Maheshwari, Company Secretary & ChiefFinancial Officer.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

BOARD EVALUATION

The Company has duly approved Nomination and Remuneration policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandate by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company. The Independent Director in their separate meeting held on 10* January, 2024 have reviewed the performance of NonIndependent Directors and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

Further, the Board, in its meeting held on 26* March, 2024 also reviewed the performance of the Board, its Committees and all Individual Directors of the Company and expressed its satisfaction over the performance of the Board its Committees and Individual Directors. Furthermore Boaid is of the opinion that Independent Directors of the Company are person of high repute, integrity & possess the relevant expertise & experience in their respective field. INSURANCE

Assets of the Company are adequately insured.

DEPOSIT

During the year under review, your Company has not accepted any deposits from public, pursuant to Section 73 and 74 of the Companies Act, 2013 & the Deposit Rules made there under.

NO DEFAULTS

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES

Company does not have any subsidiaries, associates companies & joint venture companies.

RELATED PARTY TRANSACTIONS

The Company has not entered into any material contracts, with the related parties during the year 2023-24 and other contracts or arrangements were in the ordinary course of business on arm's length basis. Therefore, there is no particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 which needs to disclose in the prescribed form AOC-2 and may be treated as not applicable. However, the particulars of contracts or arrangement with related parties have been disclosed in the note no. 38 of the financial statements for the year ended under review.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. All the transactions are properly authorized and recorded. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting in financial statements. The Internal Audit is conducted by outside auditing firms which evaluate the functioning and quality of internal controls and check; and provides assurance of its adequacy and effectiveness. The Internal Audit Reports are actively reviews by the Audit Committee and adequate remedial measures, if any, are taken. The Internal Audit Reports are also reviews by the Board of Directors periodically. During the year, no reportable material weaknesses in the design or operations were observed.

1 Q

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT PLAN

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. Your Company recognizes that the risk is an integral part of business and is committed to managing the risk in proactive and efficient manner. The Company had adopted Risk Management Policy to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management.

The management is however, of the view that none of the risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case of any of these risks materialize. The risk management framework is reviewed periodically by the Board and Audit Committee. The details of risks and other concerns are included in the Management Discussion and Analysis Report which is the part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Management Discussion and Analysis Report is appended to and forms part of this Report.

CORPORATE GOVERNANCE

The Company has always strived to maintain appropriate standards of good Corporate Governance. The Report on Corporate Governance as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report. The requisite certificate from Company Secretary in Practice confirming compliance of the conditions of Corporate Governance is attached to report on Corporate Governance.

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN UNDER SECTION 186 OF COMPANIES ACT, 2013

During the year, there are no loans given, investments made, guarantee given or security provided by the Company under Section 186 ofthe Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNING &OUTGO

The Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in ANNEXUREI to this Report.

ANNUALRETURN

In compliance with provision of sec 92(3) & sec 134(3)(a), the annual return of company for the FY ended 31 st March, 2024 has been uploaded on website of the company and web link of same is : https://www.vippvspinpro.com/annualretum.php MEETING OF DIRECTORS

During the year under review, our Board met Thirteen (13) times. The details ofthe number of meetings of the Board during the year forms part of the Report on Corporate Governance. During the year under review One (1) meeting of Independent Directors was held on 10^a January, 2024.

COMMITTEES OFTHE BOARD

The Board of Directors has the following committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination & Remuneration Committee

4. Corporate Social Responsibility Committee

The details of the committees along with their composition, number of the meetings and attendance at the meetings are provided in the Report on Corporate Governance.

NOMINATION & REMUNERATION POLICY

Pursuant to Section 178 of the Companies Act, 2013, the rules made there under and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Company has a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and for determination of their remuneration. The salient features of Nomination & Remuneration Policy are stated in the Corporate Governance Report. The Nomination & Remuneration Policy duly approved by the Board has been posted on the Company's website www.vippvspinpro.com and annexed herewith as ANNEXU RE-II to this Report.

VIGIL MECHANISMAVHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to report genuine concerns or grievances. The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Besides, as per the requirement of SEBI (Prohibition of Insider Trading) Regulations as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company ensures to make employees aware of such Whistle Blower Policy to report instances of leak of unpublished price sensitive information.This policy may be accessed on the Company's website, at web link:http://www. vippvspinpro.com/Whistle-Blower-Policv.pdf PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in respect of employees of the Company forming part of Directors' Report is given in "ANNEXURE -III" to this Report. A statement of top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended may be obtained by request to the Company Secretary of the Company at cs@vippyspinpro.com. The information in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is annexed herewith as ANNEXURE -ID to this Report.

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess ofRs. 8.50 Lakhs p.m. or Rs. 102.00 Lakhs p.a. detailed as below:

Name and Designation of Employee	Shri Piyush Mutha (Managing Director)
Remuneration Received (in Rs.)	150.01 Lakhs
Nature of Employment whether contractual or otherwise	Permanent Employee
Qualification and Experience of Employee	B.E. & MBA, 31 Years Experience
Date of Commencement of Employment	Re-appointment for one (1) year w.e.f. 01.04.2023
Age	55
Past Employment Details	-
% of Equity shares held by the Employee in the Company	521750 Equity Shares of Rs. 10/- each (8.89%)
Name of Director or Manager of the Company, relative of such Employee	Brother of Shri Pranect Mutha, Director of the Company

During the year or a part thereof, None of the employees received remuneration in excess of that drawn by the Managing Director & holds himself or along with his spouse and dependent children, 2% or more of the equity shares of the Company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirement under Section 135 of Companies Act, 2013, and the rules made thereunder, read with schedule VII of the Companies Act, 2013, the Company has constituted CSR Committee and framed Policy for CSR indicating the activities to be undertaken by the Company. The CSR policy of the Company is annexed herewith as ANNEXURE- IV. The Company had undertaken CSR activities in the areas of promoting education, Health Care including Preventive Health Care.

The Annual Report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as ANNEXURE- V to this Report.

CREDIT RATINGS

The details on Credit Rating are set out in Corporate Governance Report, which forms part of this report AUDITORS

a. Statutory Auditors

The Auditors Report 2023-24 specified that financial statements of the Company have been prepared in accordance with Ind-AS notified under Section 133 of the Companies Act, 2013 and does not contain any qualification, reservation or adverse remark or disclaimer, and no explanation on the part of the Board of Directors is called for.

b. Cost Auditor

M/s. M. Goyal & Co., Cost Accountants, Jaipur, (Reg. No.000051) has been re-appointed as Cost Auditors of the Company to conduct audit of cost accounting records of the Company for the financial year ended 2023-2024.

Further, the Board on recommendation of the Audit Committee has appointed M/s. M. Goyal & Co., Cost Accountants, Jaipur, (Reg. No.000051) as the Cost Auditor of the company for the financial year 2024-25 under Section 148 and all other provision of the Companies Act, 2013. They have confirmed their eligibility for the said appointment.

Further, in compliance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, the Board seeks ratification at the ensuing Annual General Meeting of the remuneration payable to the Cost Auditors for the Financial Year2024-2025.

c. Secretarial Auditor

The Secretarial Audit Report for the financial year ended 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is self-explanatory and therefore do not call for any explanatory note and the same is annexed as ANNEXURE-VI to this report.

Further, in compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor, was submitted to the stock exchanges within the statutory timelines.

Further, in compliance with provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company, on the recommendation of Audit Committee, has re-appointed M/s. Shilpcsh Dalai & Co., Company Secretaries, Indore (C.P. No. 4235) to undertake the Secretarial Audit of the Company for the financial year 2024-25. They have confirmed their eligibility for the said re-appointment.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company, on the recommendation of Audit Committee, re-appointed M/s R.K. Saklccha & Associates, Chartered Accountants as an Internal Auditor of the Company for the financial year 2024-25.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has a Prevention of Sexual Harassment Policy in force in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The obj ective of this policy is to ensure a safe, secure and friendly work environment where employees will deliver their best without any inhibition, threat of fear. The company has constituted Internal Complaints Committee as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints were reported during the year under review under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. COMPANY POLICY FOR PROMOTION OF EMPLOYMENT OF YOUTH COMING FROM THE UNDER-PRIVILEGED/DIS ADVANTAGED SECTION OF THE SOCIETY

The people are recruited in the Company on the basis of their qualification/cligibility and merits without any discrimination against their gender, religion, caste, colour, ancestry, marital status, nationality and disability, and among equally qualified individuals, preference are given to people from the disadvantaged groups. The Company also conducts training programme from time to time for up-skilling, training of employees from socially disadvantaged sections of society.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which have

occurred after 31" March, 2024 till the date of this report

There has been no change in the nature of the business of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

DISCLOSURE OF COMMISSION PAID TO MANAGING OR WHOLE TIME DIRECTORS There is no commission paid or payable by the company to the managing director or the whole time directors GENERAL

Yours Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

- Details relating to deposits covered under chapter V of the Companies Act, 2013

- Issue of shares during the year

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that:

- The accounts and cost records as required to be made and maintained by the Company as specified under sub-section (1) of Section 148 of the Companies Act, 2013, were made and maintained by the Company during the year2023-24.

ACKNOWLEDGEMENTS

Your Directors would like to gratefully acknowledge all stakeholders of the Company viz: customers, dealers, suppliers, banks, shareholders and other business associates for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company's well-being.