Your Directors have pleasure in presenting the 26^THAnnual Report on the business and
operationsof the Company and the Audited Accounts for the Financial Year ended 31st March
2025.

1. SUMMARY OF FINANCIAL RESULTS:

The Operational Income of the Company has been Increased to Rs.42,49,56,115/-
compared toRs.39,45,09,656/- in the previous year. Total expenditure has been
Increased fromRs.36,99,35,841 to,Rs.39,76,06,734/-

2. DIVIDEND:

With a view to finance expansion from internal accrual for the growth of the Company,
thedirectors do not recommend any dividend for the year ended March 31, 2025.

3. OPERA TIONAL HIGHLIGHTS AND PROSPECTS:

This was a normal year for your Company as it has achieved satisfactory profit.

4. CREDIT FACALITIES

The Company has been optimally utilizing its 'fund based' and 'non-fund based' working capital
requirements as tied up with STATE BANK OF INDIA. During the year under review, the Company
was comfortable in meeting its financial requirements. Effective financial measures have been
continued to reduce cost of interest and bank charges.

5. SHARE CAPITAL AND CHANGES

During F.Y. 2024-25, there is no changes in the capital structure of Company.

6. MATERIAL CHANGES

There are no significant events affecting the financial position between the end of the financial
year and date of the Report.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO:

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

8. RISK MANAGEMENT:

The Company has framed a sound Risk Management Policy to identify and evaluate business
risksand opportunities and the same has become integral part of the Company's day to day
operations.The key business risks identified by the Company are Industry risk, Management and
Operationsrisk, Market risk, Government policy risk, Liquidity risk, and Systems risk. The
Company has inplace adequate mitigation plans for the aforesaid risks. The Policy on Risk
Management isavailable on website of the Company under tab Investors/Policies/Risk
Management Policy.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives
as the said provisions are not applicable.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the
Companies Act, 2013 during the year under review and hence the furnishing the said
informations not applicable except transction with directors which are executed at arm's length
in ordinary course of business for which details are provided in audit report.

11. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the Company during the year.

12. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Company's Promoters,
Directors, Management or their relatives, which could have had a potential conflict with the
interests of the Company. Transactions with related parties entered by the Company in the
normal course of business are periodically placed before the Board for its Omnibus approval and
the particulars of contracts entered during the year as per Form AOC-2 is enclosed as ANNEXURE
M.

The advances were given to directors as advance/ security deposit to transact business at arm's
length in ordinary course of business. But due to unavoidable circumstances the business could
not be carried out and therefore the advances / security deposit given to directors were returned
back within one year of time period. The Company as has taken cautious steps so that no default
is made and interest of stakeholders is not affected at large.

The Board of Directors of the Company has, on the recommendation of the Audit Committee,
adopted a policy to regulate transactions between the Company and its related parties, in
compliance with the applicable provisions of the Companies Act 2013, the rules made thereunder
and the Listing Agreement. This policy was considered and approved by the Board and has been
uploaded on the website of the Company at www.sujlonropes.com under Investors/
Policies/Policy on Related Party Transactions.

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in the Directors and Key
ManagerialPersonnel.

Composition of Board of Directors:

Thus, the Board of Directors of Company is a balanced one with an optimum mix of Executive
and Non Executive Directors. They show active participation at the board and committee
meetings, which enhances the transparency and adds value to their decision making. The Board

of the Company is headed by an Executive Chairman. Chairman takes the strategic decisions,
frames the policy guidelines and extends wholehearted support to Executive Directors, business
heads and associates.

As on 31st March, 2025, the Board of Company consists of Six (6) Directors. The composition and
category of Directors as well as other details are as follow:

Notes:

1. Directorships exclude Private Limited Companies, Foreign Companies and Section 8
Companies.

2. Chairmanship/Membership of Committee only includes Audit Committee and
Stakeholders' Relationships Committee in Indian Public Limited companies other than
Vera Synthetic Limited. Members of the Board of the Company do not have membership
of more than ten Board-level Committees or Chairperson of more than five such
Committees.

3. None of the directors are related to each other except Mr. Sunil D. Makwana, Mrs. Meera
Sunil Makwanaand Mr. Devjibhai P. Makwana.

4. Details of Director(s) retiring or being re-appointed are given in notice to Annual General
Meeting.

5. Brief profile of each of the above Directors are given in the beginning of the report.
BOARD EVALUATION:

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board
of its own performance and that of its committees and individual directors. Schedule IV, ofthe
Companies Act, 2013, states that the performance evaluation of independent directors shall be
done by the entire Board of Directors, excluding the director being evaluated. The evaluation of
all the directors and the Board as a whole was conducted based on the criteriaand framework
adopted by the Board. The Board approved the evaluation results as collated bythe nomination
and remuneration committee.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination and Remuneration and
ComplianceCommittees.

BOARD COMMITTEES AND THEIR MEETINGS:

The Company has the following Committees of the Board along with details of its compositions.

1. Audit Committee

The Board has accepted all recommendations of the Audit Committee made during the financial
year 2024-25.

During the year under review, the Audit Committee of the Company met Four(04) times viz 29TH
May, 2024, 22^nd July, 2024, 30th October, 2024 and 8th February, 2025.

The detail of attendance of Members at the Audit Committee Meeting is as under:-

2. Stakeholder's Relationship Committee

During the year under review, the Stakeholder Relationship Committee of the Company met once on 8^th
February, 2025

The detail ofattendance of Members at the Committee Meeting is as under:-

3. Nomination and Remuneration Committee

During the year under review, the Nomination and Remuneration Committee of the Company met once
on 22^nd July, 2024.

The detail of attendance of Members at the Nomination and Remuneration Committee Meeting is as
under:-

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed
a policy for selection and appointment of Directors, Senior Management and their remuneration.
The Policy on Nomination and Remuneration is available on the website of the Company under
Investors/Policies/Nomination and Remuneration Policy.

CODE OF CONDUCT:

The Board has laid downa Code of Conduct for all Board Members and Senior Management of
the Company which is posted on the website of the Company under Investors/Policies/Code of
Conduct. All Board Members and Senior Management Personnel have affirmed compliance with
the Code on an annual basis.

INSIDER TRADING:

The Board has in consultation with the Stakeholders' Relationship Committee laid down the
policy to regulate and monitor Insider Trading. The Committee regularly analyzes the
transactions and monitors them to prevent Insider Trading. The policy on Insider Trading is
available on the website of the Company under Investors/Polices/Code of Conduct for prevention
of Insider Trading Policy.

MEETINGS:

Number of Board meetings held during the Financial Year are as mentioned below:

Number of General meetings held during the Financial Year are as mentioned below:

DECLARATION OF INDEPENDENT DIRECTORS:

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 so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies
Act, 2013 and the relevant rules.

14. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby
submits its responsibility Statement:—

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

b) the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis; and

e) 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.

f) 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.

15. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the
Companies (Management and administration) Rules, 2014 shall be uploaded at below mentioned
path of the company

https://suilonropes.com/investors/financials/annualreturn

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. AUDITORS & AUDITORS' REPORT:

Statutory Auditor:

The Statutory Auditors M/s. Nirav Patel & Co, Chartered Accountants (FRN:134617W) signified
their willingness to be appointed and declared their eligibility to be appointed as a Statutory
Auditor of the Company for FY-2024-25.

M/s. Nirav Patel & Co. Chartered Accounts have tender their resignatioin w.e.f. 01/09/2025 as
Statutory Auditors of the Company from FY 2025-26. M/s. Raj Shah And Company, Chartered
Accountants (Firm Registration No. 141020W), Chartered Accountants, Bhavnagar, were
appointed to fill the casual vacancy created by resignation of M/s. Nirav Patel & Co., Chartered
Accountants. The Board of Directors propose to appoint M/s. Raj Shah And Company, Chartered
Accountant, as Statutory auditors of the Company for first term of five years. The members are
requested to appoint M/s. Raj Shah And Company, Chartered Accountants Ahmedabad statutory
auditors of the company and fix their remuneration.

Statutory Auditors' Report:

The observation made in the Auditors' Report read together with relevant notes thereon are self
explanatory and hence, do not call for any further comments under Section 134 of the Companies
Act, 2013.

There is no qualification, reservations or adverse remarks made by the Auditors.

Secretarial Audit

As per section 204 of the Companies Act 2013 Secretarial Audit for the Financial Year 2024-25
has been complied by the Secretaril Auditor M/s. J. S. VIRANI & CO., (Practising Company
Secretary)The Secretarial Audit Report for the financial year ended 31st March, 2025 is annexed
herewith marked as Annexure-IV to this Report. The Secretarial Audit Report does not contain
anyqualification, reservation, adverse remark or disclaimer.

Internal Auditor:

As per section 138 of the Companies Act 2013 Internal Audit for the Financial Year 2024-25 has
been complied by the Internal Auditor M/s. RAJ SHAH AND CO., (F.R.No. 141020W)

(Practising Chartered Accountant).

Futher the members are informed that as M/s. Raj Shah & Co. Chartered Accountants are been
proposed by the Board of Directors to be appointed as statutory auditors of the Company,
therefore he has resigned from the post of Internal Auditors for FY 2025-26.

The Board of Directors have appointed M/s. D R MANIYAR & ASSOCIATES, FRN: 152022W
(Practising Chartered Accountant), as an Internal Auditor of the Company for the F.Y.2025-26 at
such remuneration as may be decided by the Board from time to time.

19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly authorized,
recorded and reported to the Management. The Company is following all the applicable
Accounting Standards for properly maintaining the books of accounts and reporting financial
statements. The internal auditor of the Company checks and verifies the internal control and
monitors them in accordance with policy adopted by the Company.

The Company continues to ensure proper and adequate systems and procedures
commensuratewith its size and nature of its business.

20. SHARES:

Initial Public Offer:

The company has not any offered securities to public.

Buy-back of Securities:

The Company has not bought back any of its securities during the year under review.

Sweat Equity:

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

Bonus Shares:

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

Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

21. PARTICULARS OF EMPLOYEES:

None of the employee has received remuneration exceeding the limit as stated in Section 197
ofthe Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration
ofManagerial Personnel) Rules, 2014.

22. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Amendment Rule, the activity of your Company does not fall under any sectors as specified
under Rule 3 of Companies (Cost Records and Audit) Rules, 2014 and hence, maintenance of cost
records as well as the cost audit, as the case may be has not been applicable to the Company for
the Financial Year 2024-25. Company is MSME company hence the cost audit is not applicable.

23. HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees
remained cordial in all respects. The management has always carried out systematic appraisal of
performance and imparted training at periodic intervals. The Company recognizes talent and has
judiciously followed the principle of rewarding performance.

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

The Company has zero tolerance for sexual harassment at its workplace. The Company
hasadopted an Anti-harassment Policy in line with the requirements of the Sexual Harassment
ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal
ComplaintCommittee are set up to redress complaints received regularly and are monitored by
women linesupervisors who directly report to the Chairman & Managing Director. All female
employees arecovered under the policy. There was no complaint received from any employee
during thefinancial year 2024- 25 and hence, no complaint is outstanding as on March 31, 2025
for redressal.

25. MATERIAL CHANGES

There was no material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate on the
date of report.

26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE

There were no material orders passed by the regulators or court or tribunals impacting the going
concern status and company's operations in future

27. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as ANNEXURE IIIto this Report.

28. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants
and various Government Authorities for their continued support extended to your Companies
activities during the year under review. Your Directors also acknowledge gratefully the
shareholders for their support and confidence reposed in the Company Management Team.

Dated:05.09.2025

For and on behalf of the Board of Directors of

VERA SYNTHETIC LIMITED

SD/- SD/-

Sunil Makwana Meera Sunil Makwana

Chairman & MD Whole Time Director

DIN: 00245683 DIN: 08277500