Viviana Power Tech Ltd

To,

The Members,

VIVIANA POWER TECH LIMITED,

(previously known as VIVIANA POWER TECH PRIVATE LIMITED) Vadodara

Your Directors are pleased to present the Tenth (10th) Annual Report on the business and operations of the Company along with the Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2024.

01. Corporate Overview and General Information:

"Viviana Power Tech Limited" was founded in 2014 with the motive to cater to the requirements of our esteemed clients in the field of Power Transmission, Distribution and Industrial EPC space.

Within the span of less than ten years, VIVIANA has completed project worth Rs.240.00 crore (in 8 states across the country). VIVIANA is having ongoing projects worth more than Rs.170 Crores. The projects include ?500 KV HVDC and 400/ 220/ 132/ 66/ 33 KV Transmission lines/ Sub Stations of private and Government utilities and industries. VIVIANA undertakes turnkey jobs for Supply, Erection, Testing & Commissioning of all types of Electrical system.

VIVIANA believes in thriving upon customer satisfaction by continual improvisation and project completion within the stipulated time limit. VIVIANA has a dedicated workforce, inherent strength and tie-ups.

02. Financial Results

(Rs. In lacs)

The above figures are extracted from the Audited Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.

03. State of Company's Affairs and Outlook

We believe in thriving upon customer satisfaction through continual improvisation and project completion within the stipulated time limit. Our services are focused on delivering outstanding results for our clients. We provide prompt services to cater to the specific needs of the business and assist in achieving the business goals. We have a dedicated workforce, inherent strength, and tie-ups.

Our Company is committed to providing services and products to its clients at the highest attainable standard of safety and environmental protection for its employees, contractors, and other interested parties throughout all areas of its activities, in accordance with client expectations, demands, and schedules, providing flexible performance and quick reactions to changes and meeting the quality requirements defined in standards and specifications.

Our Company is an ISO 9001:2015 certified organization for Quality Management Systems, ISO 14001:2015 for Environmental Management Systems, and OHSAS 45001:2018 for Occupational Health and Safety Management System. We are committed to providing quality work to our customers that meet the project standards and specifications for materials, workmanship, tolerances, schedules, and public service while maintaining profitability and competitiveness. We ensure continual improvement through quality processes that are directed by a strong management team.

Our Promoters and key managerial personnel have been instrumental in the growth of our business and actively advise us on corporate strategy and planning. They are having excellence in EHV Power Transmission system development and has successfully executed large-scale projects. We have a strong management team with significant industry experience. Our Managing Director, Mr. Nikesh Kishorchandra Choksi and Whole Time Director, Mr. Richi Nikeshbhai Choksi, have 39 years and 13 years of experience respectively in the Power industry thus vast experience of the Directors has been instrumental in determining the vision and growth strategies for our Company. We further believe that our market position has been achieved by adherence to the vision of our Promoters and senior management team and their experience of over a decade in the industry in which our Company operates.

04. Change of the Name of the Company

During the Year under Review, there was no change in the Name of the Company.

05. Initial Public Offer:

During the year under review, Company has not issued any Initial Public Offer (IPO).

06. Transfer to Reserves:

During the year under review, no amount has been transferred to the reserves by the Company.

07. Dividend:

With a view to conserving resources for expansion of business, your directors have thought it prudent not to recommend any dividend for the financial year under review.

08. Change in nature of Business:

During the year under review, there is no change in the nature of business activities of the Company.

09. Material changes and commitment occurred after the end of Financial Year and up to the date of Report:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and up to the date of this report. However, the Board at its meeting held on 20th June, 2024 has decided to issue 3,08,500 the equity shares and 51,500 fully convertible warrants on preferential basis.

10. Subsidiary Company or Joint Venture Company or Associate Company:

The Board at its meeting held on 12th June, 2023 has decided to dispose of its entire investment of Rs. 1,00,000/- in wholly owned subsidiary company Viviana Engineering Private Limited in order to focus more on high potential core business. Your Company does not have any Joint Venture Company or Associate Company.

11. Adequacy of Internal Control System:

Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Company's Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.

Company has laid down Standard Operating Procedures, Policies and procedures to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management.

12. Deposits:

The Company has neither accepted nor renewed any deposits from public during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

As on 31st March 2024, the company has outstanding unsecured loan of Rs. 458.56 lac from the Directors.

13. Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013:

There were no loans or guarantees given by the Company under Section 186 of the Companies Act, 2013 during the year under review. Investments made during the year were within the limits approved by Board of Directors and the limits prescribed under section 186 of the Companies Act, 2013.

14. Share capital:

During the year under review, the company increased the Authorized Share Capital from existing Rs. 6,50,00,000 (Rupees Six Crore Fifty Lacs) divided into 65,00,000 (Sixty-five Lacs) Equity Shares of Rs. 10/- each to Rs. 10,50,00,000 (Rupees Ten Crores Fifty Lakhs) divided into 1,05,00,000 (One Crore Five Lakhs) Equity Shares of Rs. 10/- each by creation of additional 40,00,000 (Forty Lakhs) Equity Shares of Rs. 10/- each ranking pari passu in all respect with the existing Equity Shares of the Company. As on 31st March 2024, the authorized share capital of the Company is Rs. 10,50,00,000 comprising of 1,05,00,000 equity shares of 10 each.

The paid up Equity share capital of Company as on 31st March, 2024 is Rs. 5,97,00,000/- divided into 59,70,000 equity shares of Rs. 10/- each.

15. Transfer to Investor Education & Protection Fund:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid/unclaimed dividends to be transferred during the year under review to the Investor Education and Protection Fund.

16. Board Evaluation:

The evaluation framework for assessing the performance of the Directors of the Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, amongst others.

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and as provided under Schedule IV of the Act and Listing Regulations, the Board has carried an annual performance evaluation of its own performance, all the committees of Board and the directors individually including Chairman & Managing Director and Independent Directors in accordance with the criteria of evaluation approved by Nomination & Remuneration Committee.

Outcome of Evaluation:

Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees' terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities

17. Directors & Key Managerial Personnel:

During the year under review, there was not change in the composition of Board of Directors of the Company. However, Ms. Hiral Indravadan Bhatt has resigned from the post of Company Secretary and Ms. Kavaljit Nishant Parmar has appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 20, 2024.

18. Meetings:

I. Board Meeting

During the year under review, the following Board meetings were held and convened:

II. Committee Meeting

During the year under review, the following Committee meetings were held and convened

III. General Meeting

During the year under review, the Annual General Meeting of members of the company was held on 21^st July, 2023.

19. Director's Responsibility Statement:

1) In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement;

2) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

3) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;

4) That the Directors have taken proper and sufficient care 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;

5) That the Directors have prepared the annual accounts on a going concern basis

6) That the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

7) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. Independent Director's Declaration:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("MCA"). Further, as per the declarations received, all the Independent Directors of Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020.

21. Familiarization Program for Independent Directors:

The familiarization program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at https://www.vivianagroup.in/

22. Audit Committee:

In compliance with the provisions of section 177 of the Act and regulation 18 of the SEBI LODR Regulations, the Board has constituted an Audit Committee. The Statutory Auditors and Internal Auditors of the Company are regular invitees at the Audit Committee Meetings. The Audit Committee holds discussions with the Statutory Auditors on the 'Limited Review" of the half-yearly, the yearly Audit Plan, matters relating to compliance of Accounting Standards, their observations arising from the annual audit of the Company's accounts and other related matters. The Audit Committee is presented with a summary of internal audit observations and follow up actions thereon. The terms of reference of Audit Committee includes the matters prescribed under Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulation, 2015.

The Company Secretary acts as the Secretary to the committee. The composition of the Audit Committee as at March 31, 2024:

23. Nomination and Remuneration Committee and Company's Policy On directors' appointment and remuneration:

In compliance with the provisions of section 178 of the Act and regulation 19 of the SEBI Listing Regulations, the Board has constituted the Nomination and Remuneration Committee ("NRC"). The brief terms of reference of NRC as specified in clause A of Part D of Schedule II of the Listing Regulations inter alia contains:

• 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.

• Formulation of criteria for evaluation of performance of independent directors and the Board.

• Devising a policy on Board diversity

• Identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

• Recommending the remuneration, in whatever form, payable to the senior management personnel.

• Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• Perform such functions as are required to be performed by the NRC committee under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

• Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee

The composition of NRC as on March 31, 2024:

24. Auditors:

A. Statutory Auditors:

M/s. MUKUND & ROHIT, Chartered Accountants, bearing ICAI Registration Number: 113375W has been appointed as Statutory Auditor of the company for a period of five years starting from the Annual General Meeting held for FY 2021-22 till Annual General Meeting to be held for FY 2026-27.

The report of the Statutory Auditors of the Company forms part of the annual report. The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone Financial Statements of the Company for the year ended 31st March, 2024. The Notes on the Financials Statement referred to in the Audit Report are selfexplanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

During the year under review, the statutory auditors have not reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers of employees, the details of which would need to be mentioned in the Board Report.

B. Internal Auditors:

Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organization's risk management, internal control and governance processes.

The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach.

For the FY 2023-24, Company appointed M/S. SNEHAL SHAH & ASSOCIATES Chartered Accountant(s), Vadodara (FRN: 128877W) as the Internal Auditors for conducting Internal audit of systems and processes, providing of observations, impact and recommendation to strengthen the internal control framework and advise on internal control process gaps of the company. The Internal Auditors report to the Audit Committee on half yearly basis. Several recommendations were received from the Internal Auditors and most of them were compiled by the management during the FY 2023-24.

C. Secretarial Auditors:

The Board appointed Mr. Kashyap Shah, Practicing Company Secretary, to conduct secretarial audit for the financial year 2023-24. The secretarial audit report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure II to this report.

The observation/ remarks provided in the report are self-explanatory. There were technical issued faced while filing disclosures/reports with the Exchange which resulted into delay in submission of disclosures/ reports.

25. Explanations on Qualifications/ Adverse Remarks contained in the Audit Report:

There was no a qualification, reservations or adverse remarks made by the Auditors in their report. Observations of the Auditors are self-explanatory and do not call for further information.

26. Frauds reported under Section 143(12) of the Companies Act, 2013:

No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

27. Risk Management:

The risk management includes identifying types of risks and its assessment, risk mitigation and monitoring and reporting. The Board judges from time to time Credit Risk/ Liquidity Risk to the fair and reasonable extent that your Company is willing to take. The Company has its internal Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

28. Corporate Social Responsibility (CSR):

Since the Company's net worth does not exceed Rs. 500.00 crores or Company's turnover does not exceed Rs. 1,000.00 crores or the Company's net profit does not exceed Rs. 5.00 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility activities are not applicable to the Company for FY 2023-24. However, the net profit of the Company as on 31.03.2024 has exceeded Rs. 5 crores and hence the company is under process of implementation of CSR compliances and approval of annual action plan, CSR committee for FY 2024-25.

29. Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013:

Your Company is committed to provide a healthy environment to all employees that enable them to work without the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company through this policy has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your Company has complied with its provisions. No complaints were pending in the beginning of the year or no complaint received during the year the Financial Year 2023-24.

30. Conservation of Energy, Technology Absorption and Foreign Earnings and Outgo:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(I) steps taken by the company for utilizing alternate sources of energy including waste generated: nil

(B) Technology absorption:

(I) Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

The Company has not taken any technical know how from anyone and hence not applicable.

(II) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

(III) Expenditure incurred on Research and Development: Nil

(C) Foreign exchange earnings and Outgo: Nil

31. Statement under Rule 5 (2) Of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

There is no employee in the Company drawing remuneration aggregating to Rs. 8.50 lacs or above per month or Rs. 1.02 crore or above per annum.

The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as below:

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Notes:

I. Remuneration to Non-executive & Independent Directors includes only sitting fees and annual commission.

II. Increase or decrease in their remuneration is due to increase or decrease in the meetings held/attended during the year.

III. The median remuneration of employees of the Company during the financial year was Rs. 31,849/- per month.

IV. In the financial year, there was decrease of 39.47% p.m. in the median remuneration of employees;

V. There were 49 permanent employees on the rolls of Company as on March 31, 2024.

VI. Average percentage increase/decrease made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2023-24 was 14.47 % whereas the increase in the managerial remuneration for the same financial year was 0.00%

VII. Remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

VIII. None of the Directors of the Company are in receipt of any commission from the Company.

As per provision of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees are required to be annexed in respect of the employees of the Company who were in receipt of total remuneration of Rs. 1.02 Crores per annum or 8.50 Lakh per month. During the financial year, there is no employee drawing remuneration as above.

32. Disclosure on establishment of Vigil Mechanism:

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Rules made thereunder to report genuine concerns of Directors and Employees. The Policy has been uploaded on the Company's website and can be accessed at the https://www.vivianagroup.in/pdf/2.%20Policies/Vigil%20Mechanism%20and%20Whistle%20Blower%20Policy.pdf

33. Disclosure in respect of scheme formulated under section 67(3) of the Companies act, 2013:

Since the Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013.

34. Disclosures pursuant to section 197 (14) of the Companies act, 2013:

None of the Directors of the Company is in receipt of any commission from its subsidiary Company.

35. Related Parties Transactions:

All related party transactions/arrangements/contracts entered into by the Company during the financial year 202324 were either undertaken on the basis of omnibus approval of the Audit Committee or approved by the Audit Committee and/or Board. All related party transactions were at arm's length basis and in the ordinary course of business in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. Details of related party transactions entered into by the Company, in terms of generally accepted accounting Principles in India have been disclosed in the notes to the audited financial statements forming part of this Annual Report.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure III to this Report. Company's Related Party Transactions Policy appears on its website link: https://www.vivianagroup.in/pdf/2.%20Policies/Policv%20on%20related%20partv%20transactions.pdf

36. Management Discussion and Analysis:

The Management Discussion and Analysis Report is appended as Annexure-III to this Report.

37. Annual Return:

The Annual Return of Company for the FY 2023-24 will be available on the Company's website at https://www.vivianagroup.in/.

38. Significant and material order passed by the Regulators/ courts:

During the year under review, no significant and material order was passed by the Regulators or courts.

39. Maintenance of Cost Record:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost record is not applicable to the Company for the Financial Year 2023-24.

40. Compliance of Applicable Secretarial Standards:

During the year of review, Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

41. Details of application made or any preceding pending under Insolvency and Bankruptcy Code, 2016 during the FY along with the current status:

During the year under Review, neither any application was made nor are any proceedings pending under Insolvency and Bankruptcy Code, 2016.

42. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not Applicable

Acknowledgments:

The Board takes this opportunity in expressing their gratitude to the bankers to the Company. The Board also acknowledges the continuous support received from its shareholders, stakeholders and employees of the Company.

On behalf of the Board

For Viviana Power Tech Limited

Sd/-

Nikesh Kishorchandra Choksi

Chairman

DIN 07762121

Place: Vadodara

Date: 20.08.2024