The Manager Date: 17.08.

2024
Listing Department
The National Stock Exchange of India Limited
Exchange Plaza, C-1,
Block-G, Bandra Kurla Complex,
Bandra (E), Mumbai-400051

ISIN No. INE0GXK01018

Scrip Symbol: VMARCIND

Dear Sir/ Madam,

SUBJECT: SUBMISSION OF ANNUAL REPORT FOR THE FINANCIAL YEAR 2023-24,

INCLUDING NOTICE OF 11TH ANNUAL GENERAL MEETING

Re: Disclosure under Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, we hereby submit a copy of the Annual Report of the Company for the
Financial Year 2023-24, including Notice of 11th Annual General Meeting (“AGM”) of the members of the
Company, scheduled to be held on Thursday, 12th September, 2024 at 11.00 A.M. IST through Video
Conferencing (VC)/Other Audio-Visual Means (OAVM).

The same is also available on the website of the Company at www.v-marc.com

You are requested to kindly take the above information on your record and oblige.

Thanking You,
Yours Faithfully,
For V-Marc India Limited
ANUJ Digitally signed
by ANUJ
AHLUWA AHLUWALIA
Date: 2024.08.17
LIA 17:11:27 +05'30'

Anuj Ahluwalia
Company Secretary

Encl: Annual Report 23-24

 NOTICE OF THE ELEVENTH ANNUAL GENERAL MEETING
NOTICE is hereby given that the Eleventh Annual General Meeting (“AGM”) of the shareholders of V-Marc India Limited will be
held on Thursday, September 12, 2024 at 11:00 A.M. (IST) at the registered office of the Company through Video-Conferencing
(“VC”)/ other Audio-Visual Means (“OAVM”), to transact the following BUSINESS:
ORDINARY BUSINESS:
1. To receive, consider and adopt of the Audited Standalone financial statement of the Company for the financial year ended
March 31, 2024, together with the Reports of the Board of Directors and the Auditors thereon.
2. To appoint a director in place of Mr. Vikas Garg (DIN 05268238), who retires by rotation and being eligible, offers himself
for re-appointment.
SPECIAL BUSINESS:
3. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT in partial modification of the Resolution No. 1 passed by the Members at the Extra-Ordinary General
Meeting of the Company held on 05th February, 2021, for the appointment of Mr. Vikas Garg (DIN: 05268238) as the
“Chairman” and “Managing Director” with effect from 04th February, 2021 to 03rd February, 2026 (hereinafter referred to as
the appointee) on the terms and conditions of remuneration mentioned therein and pursuant to the provisions of sections
196, 197 and 198 read with Schedule V and all other provisions of the Companies Act, 2013 (“the Act”), the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, [including any statutory modification(s) or
amendment(s) thereto or re-enactment(s) thereof, for the time being in force] and such other approvals, permissions and
sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by
any of the authorities while granting such approvals, permissions and sanctions, approval of the Company be accorded
to the revision of the remuneration of Mr. Vikas Garg (DIN: 05268238) as the Managing Director of the Company, w.e.f.
01.04.2024 for his remaining tenure on a remuneration not exceeding Rs. 1,44,00,000/- (Rupees One Crore Forty-Four
Lakhs Only) per annum by way of salary (including bonus), perquisites and commission which the Company is entitled
to pay as per the provisions of section I of the Part II of the Schedule V of the Companies Act, 2013 or any re-enactment
thereof, subject however, to a ceiling of Rs 2,00,00,000/- (Rupees Two Crores Only) per annum.
FURTHER RESOLVED THAT except for the revision in the ceiling limit, all other terms and conditions of appointment
and remuneration, as approved earlier by the Members, and which are not dealt with in this Resolution, shall remain
unchanged and continue to be effective.
FURTHER RESOLVED THAT where in any financial year during the currency of the tenure of the appointee, the Company
has no profits or its profits are inadequate, the Company may pay to the appointee, the remuneration as approved by the
Members from time to time, as the minimum remuneration by way of salary, perquisites and other allowances, benefits
and Performance Pay, subject to receipt of the requisite approvals, if any.
RESOLVED FURTHER THAT the Board be and is hereby authorized to revise the remuneration and perquisites from time
to time so as to be in conformity with the Law, for the time being in force.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may
be deemed necessary to give effect to the above resolution.”
4. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT in partial modification of the Resolution No. 4 passed by the Members at the Tenth Annual General
Meeting of the Company held on 29th September, 2023, for the appointment of Mr. Deepak Prabhakar Tikle (DIN:09756849)
as the “Executive & Non-Independent Director” with effect from November 02, 2022 to November 01, 2025 (hereinafter
referred to as the appointee) on the terms and conditions of remuneration mentioned therein and pursuant to the
provisions of sections 196, 197 and 198 read with Schedule V and all other provisions of the Companies Act, 2013 (“the
Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, [including any statutory
modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force] and such other approvals,
permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed
or imposed by any of the authorities while granting such approvals, permissions and sanctions, approval of the Company
be accorded to the revision of the remuneration of Mr. Deepak Prabhakar Tikle (DIN: 09756849) as the “Executive & Non-
Independent Director” of the Company, w.e.f. 01.04.2024 for his remaining tenure on a remuneration not exceeding Rs.
41,00,000/- (Rupees Forty-One Lakhs Only) per annum by way of salary (including bonus), perquisites and commission
which the Company is entitled to pay as per the provisions of section I of the Part II of the Schedule V of the Companies
Act, 2013 or any re-enactment thereof, subject however, to a ceiling of Rs 50,00,000/- (Rupees Fifty Lakhs Only) per
annum.
FURTHER RESOLVED THAT except for the revision in the remuneration, all other terms and conditions of appointment
and remuneration, as approved earlier by the Members, and which are not dealt with in this Resolution, shall remain
unchanged and continue to be effective.
FURTHER RESOLVED THAT where in any financial year during the currency of the tenure of the appointee, the Company
has no profits or its profits are inadequate, the Company may pay to the appointee, the remuneration as approved by the
Members from time to time, as the minimum remuneration by way of salary, perquisites and other allowances, benefits
and Performance Pay, subject to receipt of the requisite approvals, if any.

Page - 35 Annual Report 2023-24

 RESOLVED FURTHER THAT the Board be and is hereby authorized to revise the remuneration and perquisites from time
to time so as to be in conformity with the Law, for the time being in force.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may
be deemed necessary to give effect to the above resolution.”
5. Ratification of Remuneration of M/s. Ahuja Sunny & Co, Cost Accountants, (Firm Registration No 101411), appointed
as the “Cost Auditors” of the Company for the Financial Year ending March 31, 2025
To consider and if though fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 148 of the Companies Act, 2013, read with Companies (Audit
and Auditors) Rules, 2014 and other applicable provisions, if any of the Companies Act, 2013, the remuneration payable
to M/s. Ahuja Sunny & Co, Cost Accountants, (Firm Registration No 101411), appointed by the Board of Directors, as the
Cost Auditor of the Company to conduct audit of cost accounting records of the Company maintained under Companies
(Cost Records and Audit) Rules, 2014 and (Cost Records and Audit) Amendment Rules, 2014, for the Financial Year
2024-25 at a remuneration as per the terms and conditions as may be mutually agreed upon and out of pocket expenses
incurred in connection with the aforesaid audit and other applicable taxes, be and is hereby ratified and confirmed.”
6. Issuance of Equity Shares of the Company by way of Preferential Issue, subject to such approvals as may be required
under applicable laws
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62 and other applicable provisions, if any, of the Companies
Act, 2013, read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital
and Debentures) Rules, 2014 and other applicable rules and regulations made thereunder (herein after referred to as
the ‘Companies Act’), Chapter V and the applicable provisions of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018 (‘SEBI ICDR Regulations’), the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) (including
any amendments, modifications and/ or re-enactments thereof for the time being in force) and further in accordance
with provisions of the Memorandum and Articles of Association of the Company, as amended, and any other applicable
rules, regulations, guidelines, notifications, circulars and clarifications issued by the Government of India, the Ministry
of Corporate Affairs (‘MCA’), the Securities and Exchange Board of India (‘SEBI’), or any other statutory or regulatory
authority, the uniform listing agreement entered into by the Company with the stock exchanges where the equity shares
of the Company are listed (“Stock Exchanges”) and subject to all necessary approval(s), consent(s), permission(s) and/
or sanction(s), if any, of the Government of India and any other statutory or regulatory authorities, as may be required,
and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s),
permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company, which term
shall be deemed to include any Committee thereof, which the Board may have constituted or hereinafter constitute to
exercise its powers including the powers conferred by this resolution and with the power to delegate such authority to
any person or persons”), the consent of the members of the company be and is hereby accorded to raise further capital
and to create, offer, issue and allot up to 16,35,000 (Sixteen Lakhs Thirty Five Thousand) fully paid-up equity shares of
face value of Rs. 10/- (Rupees Ten Only) each for cash at an issue price of Rs. 286.44/- (Rupees Two Hundred Eighty-
Six and Forty-Four Paise) per equity share, the Calculated Floor Price is Rs. 276.44 (Rupees Two Hundred Seventy-Six
and Forty- Four Paise), with a Premium of Rs. 10 (Rupees Ten Only) being charged on each Equity Share, aggregating
to Rs. 46,83,29,400/- (Rupees Forty-Six Crore Eighty-Three Lakhs Twenty-Nine Thousand and Four Hundred Only)
(“Subscription Shares”) on a preferential basis on such terms and conditions as may be determined by the Board in
accordance with Chapter V of the SEBI ICDR Regulations, to the following persons (the “Proposed Allottees”)
S Name of Proposed Status/Class of Natural Persons Category No. of shares Total Allottee
No. Allottees Allotees who (Promoter to be issued Consideration is QIB/
(Individual/Body are Ultimate / Public) (Rs.) Non-QIB
Corporate/Trust/ Beneficial Owner
HUF /LLP/AIF)
1 Ashish Ramesh Individual Not applicable, as Public Upto 4,97,000 14,23,60,680 Non- QIB
Chandra Kacholia the allotee is an
Individual
2 Growfast Securities Body Corporate Mrs. Viraj Aggarwal Public Upto 34,000 97,38,960 Non- QIB
& Credit Private
Limited
3 Anil Sanghvi Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
the allotee is an
Individual
4 Dhruvesh Sanghvi HUF Mr. Dhruvesh Anil Public Upto 17,000 48,69,480 Non- QIB
HUF Sanghvi
5 Namrata Sanghvi Individual Not applicable, as Public Upto 17,000 48,69,480 Non- QIB
the allotee is an
Individual
6 Minesh Sanghvi HUF Mr. Minesh Anil Public Upto 8,000 22,91,520 Non- QIB
HUF Sanghvi

Annual Report 2023-24 Page - 36

 7 Vipul Ashok Sanghvi Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
the allotee is an
Individual
8 Everlon Financials Body Corporate Mr. Jitendra K Public Upto 8,000 22,91,520 Non- QIB
Ltd Vakharia
Mrs. Varsha J
Vakharia
9 Rita Rajendra Shah Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
the allotee is an
Individual
10 Rushabh Harshil Individual Not applicable, as Public Upto 17,000 48,69,480 Non- QIB
Kothari the allotee is an
Individual
11 Kanyalal Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
Hakamchand Shah the allotee is an
Individual
12 Swapnil Paresh Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
Doshi the allotee is an
Individual
13 Veena Sudhir Shah Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
the allotee is an
Individual
14 Panna Gunchandra Individual Not applicable, as Public Upto 17,000 48,69,480 Non- QIB
Metha the allotee is an
Individual
15 Yaaman Hamidi Individual Not applicable, as Public Upto 7,000 20,05,080 Non- QIB
the allotee is an
Individual
16 Kadayam Individual Not applicable, as Public Upto 29,000 83,06,760 Non- QIB
Ramanathan Bharat the allotee is an
Individual
17 Anil Raika Family Trust Mr. Anil Raika Public Upto 52,000 1,48,94,880 Non- QIB
Trust Mrs. Ambika Anil
Raika
18 Sanjeev Aggarwal Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
the allotee is an
Individual
19 Bharat Asan Binyani Individual Not applicable, as Public Upto 3,000 8,59,320 Non- QIB
the allotee is an
Individual
20 Harsimrit Kaur Individual Not applicable, as Public Upto 61,000 1,74,72,840 Non- QIB
the allotee is an
Individual
21 Bhagwan Singh HUF Bhagwan Singh Public Upto 69,000 1,97,64,360 Non- QIB
Chodhary HUF Chaudhary
22 Nexta Enterprises LLP Mrs. Geeta Chetan Public Upto 1,74,000 4,98,40,560 Non- QIB
LLP Shah
Mr. Hardik
Mahendar Shah
23 RBA & Finance Body Corporate Mr. Suresh Kumar Public Upto 4,97,000 14,23,60,680 Non- QIB
Investments Co Agarwal
Mrs. Sarita Agarwal
24 Incipience Dealers LLP Mr. Shivam Public Upto 8,000 22,91,520 Non- QIB
LLP Jhunjhunwala
Mrs. Pooja
Jhunjhunwala
25 Vinay Khattar Individual Not applicable, as Public Upto 6,000 17,18,640 Non- QIB
the allotee is an
Individual
26 Siddhant Lashit Individual Not applicable, as Public Upto 6,000 17,18,640 Non- QIB
Sanghvi the allotee is an
Individual
27 Rahul Batra Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
the allotee is an
Individual
28 Manish OmPrakash Individual Not applicable, as Public Upto 17,000 48,69,480 Non- QIB
Kukreja the allotee is an
Individual

Page - 37 Annual Report 2023-24

 29 Sunil Satyanarayan Individual Not applicable, as Public Upto 19,000 54,42,360 Non- QIB
Dayma the allotee is an
Individual
30 Deepak Kumar Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
the allotee is an
Individual
TOTAL 16,35,000 46,83,29,400
QIB - Qualified Institutional Buyer
AIF - Alternative Investment Fund
LLP–Limited Liability Partnership
HUF – Hindu Undivided Family
RESOLVED FURTHER THAT in terms of the provisions of SEBI ICDR Regulations, the “Relevant Date” for the purpose of
determination of minimum price for the issue and allotment of Equity Shares as mentioned above shall be Tuesday, 13th
August, 2024, prior to the date of this 11th Annual General Meeting held on Thursday, 12 September, 2024.
RESOLVED FURTHER THAT the Equity Shares of the Company being offered, issued and allotted to the Proposed Allottees
by way of Preferential Issue shall, inter-alia, be subject to the following:
a) The Proposed Allottees shall be required to bring in 100% of the consideration for the Subscription Shares on or
before the date of allotment hereof;
b) The Equity Shares so offered, issued and allotted to the proposed allottee, shall be issued by the Company for cash
consideration;
c) The Subscription Shares shall be issued and allotted by the Company to the Proposed Allottees in dematerialized
form within the timeline prescribed under Regulation 170 of the SEBI ICDR Regulations;
d) The Subscription Shares to be allotted shall be fully paid-up and shall be subject to the provisions of the
Memorandum of Association and Articles of Association of the Company and shall rank pari passu with the
existing equity shares of the Company in all respects including the payment of dividend (if applicable) and voting
rights from the date of allotment thereof;
e) The Subscription Shares shall be subject to lock-in for such period as specified under Chapter V of the SEBI ICDR
Regulations. Further, the pre preferential allotment shareholding of the proposed allottees, if any, shall also be
subject to the lock-in restrictions in terms of the said Regulations;
f) The Subscription Shares will be listed on the National Stock Exchange of India Limited where the equity shares of
the Company are listed, subject to the receipt of necessary permissions and approvals, as the case may be.
g) Without prejudice to the generality of the above, the issue of the Subscription Shares shall be subject to the terms
and conditions as contained in the explanatory statement under Section 102 of the Act annexed hereto, which
shall be deemed to form part hereof.
RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s), changes, variations,
alterations, additions and/or deletions in the terms of issue of Equity Shares as may be required by any regulatory or other
authorities, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further
consent or approval of the Members.
RESOLVED FURTHER THAT subject to the receipt of such approvals as may be required under applicable law, consent of
the Members of the Company be and is hereby accorded to record the name and details of the Proposed Allottees in Form
PAS-5, and issue a private placement offer cum application letter in Form PAS-4, to the Proposed Allottees in accordance
with the provisions of the Act, with a stipulation that the allotment would be made only upon receipt of In-principle
approval from the Stock Exchange i.e., National Stock Exchange of India Limited within the timelines prescribed under the
applicable laws.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board or any committee thereof or
Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and
things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing
clarifications, resolving all questions of doubt effecting any modifications or changes to the foregoing (including
modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including
for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be
necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without
being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise
in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchange as appropriate
and utilization of proceeds of the issue, filing of requisite documents with the Registrar of Companies, Depositories and/

Annual Report 2023-24 Page - 38

 or such other authorities as may be necessary and take all other steps which may be incidental, consequential, relevant
or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final
and conclusive.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to delegate all or any of the powers herein
conferred, as it may deem fit in its absolute discretion, to any committee of the Board or any one or more Director(s)/
Company Secretary/any Officer(s) of the Company to give effect to the aforesaid resolution.”
7. Approval for Related Party Transactions
To pass the following resolution as a Special Resolution:
“ RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“Act”) and other applicable
provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as
amended till date, approval of Shareholders be and is hereby accorded to the Board of Directors of the Company to
enter into contract(s)/ arrangement(s)/ transaction(s) with V-Marc Electricals Private Limited, a related party within
the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, on such terms and
conditions as the Board of Directors may deem fit, for purchase of goods and services up to a maximum aggregate
value of Rs. 50 Crores (Rupees. Fifty Crores) for the financial year 2024-25, for Sale of Goods upto a maximum of
Rs.20 Crores (Rupees. Twenty Crores) for the financial year 2024-25 and For Jobwork Charges upto a maximum of
Rs. 7.50 Crores (Rupees Seven Crores Fifty Lacs) for the Financial Year 2024-25 provided that the said contract(s)/
arrangement(s)/ transaction(s) so carried out shall be at arm’s length basis and in the ordinary course of business of the
Company.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all acts and take such steps as may
be considered necessary or expedient to give effect to the aforesaid resolution.”
By Order of the Board of Directors
For V-Marc India Limited
Sd/-
(Vikas Garg)
Haridwar Managing Director
August 16, 2024 DIN: 05268238
----------------------------------------------------------------------------------------------------------------------------------
Registered Office
Plot No.3,4, 18 & 20A, Sector-IIDC, SIDCUL, Haridwar-249403, India
Tel: +91-01334-239638;
Website: www.v-marc.com, E- Mail: agpl@v-marc.com
CIN: L31908UR2014PLC001066

Page - 39 Annual Report 2023-24

NOTES:
1. The Ministry of Corporate Affairs (‘MCA’), inter-alia, vide its General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020
dated April 13, 2020, followed by General Circular Nos. 20/2020 dated May 5, 2020, and subsequent circulars issued in
this regard, the latest being 10/2022 dated December 28, 2022 (collectively referred to as ‘MCA Circulars’) has permitted
the holding of the AGM through Video Conferencing (‘VC’) or through Other Audio-Visual Means (‘OAVM’), without the
physical presence of the Members at a common venue.
Further, Securities and Exchange Board of India (‘SEBI’), vide its Circulars dated May 12, 2020, January 15, 2021, May 13,
2022 and January 5, 2023 (‘SEBI Circulars’) and other applicable circulars issued in this regard, have provided relaxations
from compliance with certain provisions of the SEBI Listing Regulations.
In compliance with the applicable provisions of the Act, SEBI Listing Regulations and MCA Circulars, the 11th AGM of the
Company is being held through VC/OAVM on Thursday, September 12, 2024, at 11:00 A.M. (IST). The proceedings of the
AGM will be deemed to be conducted at the Registered Office of the Company situated at Plot No. 3, 4, 18 & 20A, Sector-
IIDC, SIDCUL, Haridwar-249403, India.
2. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED
TO APPOINT A PROXY TO ATTEND AND VOTE ON THEIR BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE
COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC/OAVM, PHYSICAL
ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, THE FACILITY FOR APPOINTMENT OF
PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE
SLIP AND ROUTE MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE.
3. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the
commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the
EGM/AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not
include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors,
Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on
account of first come first served basis.
4. The attendance of the Members attending the EGM/AGM through VC/OAVM will be counted for the purpose of reckoning
the quorum under Section 103 of the Companies Act, 2013.
5. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management
and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April
13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business
to be transacted at the EGM/AGM. For this purpose, the Company has entered into an agreement with National Securities
Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of
casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM/AGM will be
provided by NSDL.
6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM/
AGM has been uploaded on the website of the Company at www.v-marc.com. The Notice can also be accessed from the
websites of the Stock Exchanges i.e., National Stock Exchange of India Limited at www.nseindia.com respectively and
the EGM/AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e.
www.evoting.nsdl.com. Or on the website of the Company i.e www.v-marc.com.
7. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read
with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular
No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.
8. The relevant details pursuant to regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General
Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this
AGM is annexed with the notice.
9. Institutional/Corporate Shareholders (i.e., other than individuals/HUF, NRI, etc.) are required to send a scanned copy
(PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend
the AGM through VC /OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be
sent to the Scrutinizer by email through its registered email address to ashishkumarsehrawat@gmail.com (Scrutinizer),
cs@v-marc.com (Company) and with a copy marked to evoting@nsdl.com.
10. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/
mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as,
name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participant in
case the shares are held by them in electronic form.

Annual Report 2023-24 Page - 40

11. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect
of the shares held by them. Members who have not yet registered their nomination are requested to register the same by
submitting Form No. SH-13. The said form can be downloaded from the Company’s website www.v-marc.com. Members
are requested to submit the said details to their Depository Participant in case the shares are held by them in electronic
form.
12. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of
Members of the Company will be entitled to vote at the AGM.
13. With a view to serving the Members better and for administrative convenience, an attempt would be made to consolidate
multiple folios. Members who hold shares in identical names and in the same order of names in more than one folio are
requested to write to the Company to consolidate their holdings in one folio.
14. Members desirous for any information or queries on accounts/financial statements or relating thereto are requested to
send their queries at least seven days in advance to the Company at its registered office address to enable the Company
to collect the relevant information and answer them in the Meeting.
15. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the
same with their DPs in case the shares are held by them in electronic form.
16. Pursuant to the provisions of Section 91 of the Companies Act, 2013 the Register of Members and Share Transfer Books
of the Company will remain close from Thursday, 5th September, 2024 to Thursday, 12th September, 2024 (both days
inclusive) in connection with the Annual General Meeting.
17. The Company or its Registrars and Transfer Agents, BIGSHARE SERVICES PRIVATE LIMITED cannot act on any request
received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates.
Such changes are to be advised only to the Depository Participants.
18. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN)
by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit
their PAN to the Depository Participants with whom they maintain their demat accounts.
19. Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting, shall be able
to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting
prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.
20. Non-Resident Members: Non-Resident Indian Members are requested to inform Registrar and Transfer Agents,
immediately of:
a. Change in their residential status on return to India for permanent settlement
b. Particulars of their bank account maintained in India with complete name, branch, account type, account number,
IFSC Code, MICR No. and address of the bank, if not furnished earlier
21. The Company has fixed Wednesday, 04th September, 2024 as the cut-off date/entitlement date for identifying the
Shareholders for determining the eligibility to vote in the Meeting.
22. Mr. Ashish Sehrawat, Company Secretary in Practice (M. No: 51861, COP No.22005) has been appointed as a Scrutinizer
to scrutinize the voting and process for the Annual General Meeting in a fair and transparent manner.
23. The Explanatory Statement, pursuant to section 102 of the companies Act, 2013 setting out facts concerning the business
under Item no. 3 to 7 is attached with the notice.
24. All documents referred to in the notice and other statutory registers shall be available for inspection by the Members at
the registered office of the Company during office hours on all working days between 11:00 a.m. and 4:00 p.m. on all days
except Saturdays, Sundays and public holidays, from the date hereof up to the date of the Meeting and at the venue of the
Meeting for the duration of the Meeting.
25. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
26. The Instructions for members for remote E-Voting are as under: -
The remote e-voting period begins on Monday, 09th September, 2024 at 09:00 A.M. and ends on Wednesday, 11th September,
2024 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose
names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e., 04th September,
2024 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-
up equity share capital of the Company as on the cut-off date, being 04th September, 2024.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1:Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

Page - 41 Annual Report 2023-24

 In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders
holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and
Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in
order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method

Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.
holding securities in demat nsdl.com either on a Personal Computer or on a mobile. On the e-Services home
mode with NSDL. page click on the “Beneficial Owner” icon under “Login” which is available under
‘IDeAS’ section, this will prompt you to enter your existing User ID and Password.
After successful authentication, you will be able to see e-Voting services under
Value added services. Click on “Access to e-Voting” under e-Voting services and
you will be able to see e-Voting page. Click on company name or e-Voting service
provider i.e., NSDL and you will be re-directed to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once
the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen will open. You will
have to enter your User ID (i.e. your sixteen digit demat account number hold with
NSDL), Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository site wherein
you can see e-Voting page. Click on company name or e-Voting service provider
i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period or joining virtual meeting & voting during the
meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede”
facility by scanning the QR code mentioned below for seamless voting experience.

Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through their user id and
holding securities in demat password. Option will be made available to reach e-Voting page without any further
mode with CDSL authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.
com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting
Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on
NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing demat Account
Number and PAN No. from a link in www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in
the demat Account. After successful authentication, user will be provided links for
the respective ESP i.e., NSDL where the e-Voting is in progress.

Annual Report 2023-24 Page - 42

 Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities in demat Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in,
mode) login through their you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to
depository participants NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting
feature. Click on company name or e-Voting service provider i.e., NSDL and you will be
redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by
securities in demat mode with NSDL sending a request at evoting@nsdl.com or call at toll free no.: 1800 1020 990 and
1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by sending
securities in demat mode with CDSL a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-
23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding
securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either
on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the
screen.
Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your
existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can
proceed to Step 2 i.e., Cast your vote electronically.
4. Your User ID details are given below:
Manner of holding shares i.e., Your User ID is:
Demat (NSDL or CDSL) or Physical
a) For Members who hold shares 8 Character DP ID followed by 8 Digit Client ID
in demat account with NSDL. For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is
IN300***12******.
b) For Members who hold shares 16 Digit Beneficiary ID
in demat account with CDSL. For example if your Beneficiary ID is 12************** then your user ID is
12**************
c) For Members holding shares in EVEN Number followed by Folio Number registered with the company
Physical Form. For example if folio number is 001*** and EVEN is 101456 then user ID is
101456001***
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was
communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the
system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’
is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the
pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio
number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders
whose email ids are not registered.

Page - 43 Annual Report 2023-24

6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL)
option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com
mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of
NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and
whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote
during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General
Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you
wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Annual Report 2023-24 Page - 44

General Guidelines for shareholders
1. Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG
Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized
signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to officenns@gmail.com with a copy marked to
evoting@nsdl.com.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the
correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User
Reset Password?” option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual
for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and
1800 22 44 30 or send a request to (Narendra Dev) at evoting@nsdl.com
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and
password and registration of e mail ids for e-voting for the resolutions set out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of
Aadhar Card) by email to (cs@v-marc.in).
2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name,
client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-
attested scanned copy of Aadhar Card) to (Company email id). If you are an Individual shareholder holding securities in
demat mode, you are requested to refer to the login method explained at step 1 (A) i.e., Login method for e-Voting and
joining virtual meeting for Individual shareholders holding securities in demat mode.
3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for
e-voting by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders
holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and
Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat
account in order to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER: -
1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted
their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote
through e-Voting system in the EGM/AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be
eligible to vote at the EGM/AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of
the EGM/AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDLv e-Voting system.
Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful
login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are
requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in
Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have
the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following
the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the
meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to
use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their
name demat account number/folio number, email id, mobile number at (cs@v-marc.in). The same will be replied by the
company suitably.

Page - 45 Annual Report 2023-24

 ANNEXURE-I TO NOTICE
DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT AT THE
ELEVENTH ANNUAL GENERAL MEETING
[PURSUANT TO REGULATION 36(3) OF THE SEBI
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015]
Name of Director Mr. Vikas Garg
Director Identification Number 05268238
Date of Birth 25/12/1981
Age 46 years
Date of First Appointment 04/03/2014
Profile & Expertise in specific Functional Areas Having 23 years of experience in managing the overall administration,
operations, Finance & Accounts in the wire and cable industry.
Qualifications MBA (Marketing)
Other Positions Nil
List of outside Directorship held excluding Alternate 1. V-Marc Electricals Private Limited
Directorship and Private Companies. 2. Asian Ambrosia India Private Limited
Membership of Committees in other unlisted Public Nil
Companies
Inter Relationship Mr. Vikas Garg is the Promoter and Managing Director of the Company.
Shares held in the Company as at 31st March, 2024 1,25,92,100 (55.26%)
EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.
ITEM NO. 3
The Members of the Company at the Extra-Ordinary General Meeting of the Company held on 5th February, 2021, had approved
the appointment of Mr. Vikas Garg (DIN: 05268238) as the Chairman and Managing Director of the Company with effect from
04th February, 2021 to 03rd February, 2026 and the terms and conditions of the remuneration payable to him. The Members at
the said meeting had approved minimum remuneration by way of salary and allowances to Mr. Vikas Garg as Chairman and
Managing Director up to Rs. 1,44,00,000/- (Rupees One Crore Forty-Four Lakhs only) per annum as may be determined by the
Board after making an assessment of Company’s performance and individual Managerial Personnel’s performance but subject
to maximum applicable limits as per Schedule V to the Companies Act 2013; as amended from time to time and also subject to
receipt of the requisite approvals, if any.
The Board of directors at their meeting held on 05.07.2024, subject to approval of members of the Company, has accorded
its approval to revision in the remuneration of Mr. Vikas Garg, Chairman and Managing Director of the Company, as above,
for the remaining tenure of Mr. Vikas Garg. The same was recommended by the Nomination and Remuneration Committee at
its meeting held earlier that day to the board for its approval. While approving the revised remuneration of Mr. Vikas Garg, the
Nomination and Remuneration Committee considered various parameters which, inter alia, includes, the scale of operations of
the Company and increased involvement of Managing Director for the overall growth of the Company especially in respect of
setting up of new manufacturing units, streamlining the production capacities of existing units, exploring new domestic and
overseas markets, deeper penetration of existing markets and enhancing brand value through various initiatives etc. with a view
to ensure objectivity in determining the remuneration package as well as maintaining a balance between interest of the company
and shareholders.
The revision of the remuneration of Mr. Vikas Garg (DIN: 05268238) as the Managing Director of the Company, w.e.f. 01.04.2024
for his remaining tenure on a remuneration not exceeding Rs. 1,44,00,000/- (Rupees One Crore Forty-Four Lakhs Only) per annum
by way of salary (including bonus), perquisites and commission which the Company is entitled to pay as per the provisions of
section I of the Part II of the Schedule V of the Companies Act, 2013 or any re-enactment thereof, subject however, to a ceiling
of Rs 2,00,00,000/- (Rupees Two Crores Only) per annum.
Pursuant to provisions of Section 197 read with Part I and Section I of Part II of Schedule V and other applicable provisions, if
any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof) and applicable clauses of the
Articles of Association of the Company, the above said revision in remuneration requires approval of members of the Company in
a general meeting by way of ordinary resolution. Accordingly, the resolutions set out at item nos. 3 of the notice is recommended
to be passed as ordinary resolution.
The details of Managing Director whose remuneration is proposed to be revised, is provided below:
Name of Director Vikas Garg
Director Identification Number 05268238
Date of Birth 25/12/1981
Date of First Appointment 04/03/2014
Qualification MBA (Marketing)
Expertise in specified Having 23 years of experience in managing the overall administration,
functional area operations, Finance & Accounts in the wire and cable industry.

Annual Report 2023-24 Page - 46

Shareholding in V-Marc India Limited 1,25,92,100 (55.26%)
List of outside Directorship held excluding Alternate Nil
Directorship and Private Companies.
Chairman/ Member of the Committee of the Board Refer to Director’s Report
of Directors of the Company
Last drawn remuneration details along with Last drawn remuneration details are annexed with Directors Report.
Remuneration sought to be paid Remuneration details for proposed appointment are given in explanatory
statement to the respective resolution.
Relationship with other Directors and KMP Except for receiving sitting fees as a Non-Executive Director Mrs.
Meenakshi Garg or any of her relative do not have any pecuniary
relationship with the company.
Mrs. Meenakshi Garg, Non-Executive Director of the Company who is the
wife of Mr. Vikas Garg. Managing Director of the Company.
None of the Directors, Key Managerial Personnel and/ or their relatives are, in any way, concerned or interested, financially or
otherwise, in the Resolutions at Item Nos. 3 of the accompanying Notice except Mr. Vikas Garg, since his remuneration (ceiling
limit) is proposed to be revised.
The Board recommends the Resolution set forth at Item No. 3 of the Notice for approval of the members as an Ordinary Resolution.
ITEM No. 4
The Members of the Company at the Tenth Annual General Meeting of the Company held on 29th September, 2023, had approved
the appointment of Mr. Deepak Prabhakar Tikle (DIN:09756849) as the “Executive & Non-Independent Director” with effect from
November 02, 2022 to November 01, 2025 and the terms and conditions of the remuneration payable to him. The Members
at the said meeting had approved minimum remuneration by way of salary and allowances to Mr. Deepak Prabhakar Tikle as
“Executive & Non-Independent Director” not exceeding Rs. 30,00,000/-per annum by way of salary, perquisites and commission
which the Company is entitled to pay as per the provisions of section I of the Part II of the Schedule V of the Companies Act,
2013 or any re-enactment thereof (on the terms and conditions including remuneration as set out in the Explanatory statement
annexed to the notice of tenth Annual General Meeting, with liberty to the Board of Directors (hereinafter referred as the Board
which term shall include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and condition
of the said appointment and /or remuneration as may deem fit.)”.
The Board of directors at their meeting held on 05.07.2024, subject to approval of members of the Company, has accorded its
approval to revision in the remuneration of Mr. Deepak Prabhakar Tikle , “Executive & Non-Independent Director” of the Company, as
above, for the remaining tenure of Mr. Deepak Prabhakar Tikle. The same was recommended by the Nomination and Remuneration
Committee at its meeting held earlier that day to the board for its approval. While approving the revised remuneration of Mr.
Deepak Prabhakar Tikle, the Nomination and Remuneration Committee considered various parameters which, inter alia, includes,
the scale of operations of the Company, overall Growth of the Company especially in respect of Sales (Domestic & Global), Product
Development, streamlining the production capacities of existing units, exploring new domestic and global markets, and enhancing
brand value through various initiatives to enhance the growth of the Company with a view to ensure objectivity in determining the
remuneration package as well as maintaining a balance between interest of the company and shareholders.
The revision of the remuneration of Mr. Deepak Prabhakar Tikle (DIN: 09756849) as the Executive Director of the Company, w.e.f.
01.04.2024 for his remaining tenure on a remuneration not exceeding Rs. 41,00,000/- (Rupees Forty-One Lakhs Only) per annum
by way of salary (including bonus), perquisites and commission which the Company is entitled to pay as per the provisions of
section I of the Part II of the Schedule V of the Companies Act, 2013 or any re-enactment thereof, subject however, to a ceiling
of Rs 50,00,000/- (Rupees Fifty Lakhs Only) per annum.
Pursuant to provisions of Section 197 read with Part I and Section I of Part II of Schedule V and other applicable provisions, if
any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof) and applicable clauses of the
Articles of Association of the Company, the above said revision in remuneration requires approval of members of the Company in
a general meeting by way of ordinary resolution. Accordingly, the resolutions set out at item nos. 4 of the notice is recommended
to be passed as ordinary resolution.
The details of Executive Director whose remuneration is proposed to be revised, is provided below:
Name of Director Deepak Prabhakar Tikle
Director Identification Number 09756849
Date of Birth 09/12/1965
Date of First Appointment 02/11/2022
Qualification MBA (Marketing)
Expertise in specified functional area MBA (Marketing) from University of Pune
B.E (Electronic & Telecommunication) from Amravati University.
Shareholding in V-Marc India Limited 9,000 (0.03%)
List of outside Directorship held excluding Alternate Nil
Directorship and Private Companies.
Chairman/ Member of the Committee of the Board of Refer to Director’s Report
Directors of the Company
Last drawn remuneration details along with Last drawn remuneration details are annexed with Directors Report.
Remuneration sought to be paid Remuneration details for proposed appointment are given in
explanatory statement to the respective resolution.
Relationship with other Directors and KMP NA

Page - 47 Annual Report 2023-24

None of the Directors, Key Managerial Personnel and/ or their relatives are, in any way, concerned or interested, financially
or otherwise, in the Resolutions at Item Nos. 4 of the accompanying Notice except Mr. Deepak Prabhakar Tikle, since his
remuneration is proposed to be revised.
The Board recommends the Resolution set forth at Item No. 4 of the Notice for approval of the members as an Ordinary Resolution.
ITEM NO. 5
Pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 read with the
Companies (Audit and Auditor) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in
force), the Board of Directors, on the recommendation of Audit Committee at its meeting held on May 07, 2024 appointed M/s.
Ahuja Sunny & co, Cost Accountants, (Firm Registration No 101411),, as the Cost Auditor for audit of the cost records of the
Company for the Financial Year ending March 31, 2025, at a remuneration as per the terms and conditions as may be mutually
agreed upon amounting and out of pocket expenses, if any. In terms of the provisions of Section 148 (3) of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Audit shall be ratified by the
shareholders of the Company.
Accordingly, the consent of the members is sought for approving the Ordinary Resolution as set out in Item No. 5 for ratification
of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2024 by the shareholders at the ensuing
Annual General Meeting of the Company.
Copy of documents referred in the proposed resolution shall remain open for inspection by the members at the registered office
of the Company during normal business hours on any working day.
None of the Directors, Key Managerial Personnel or their relatives are concerned or interested in the proposed Ordinary Resolution
as set out in Item No. 5 of this Notice.
ITEM NO. 6
The Board of Directors of the Company at their meeting held on Friday, August 16, 2024 have proposed to issue Equity Shares
through Preferential Allotment to selected group of people as mentioned in the resolution and also given below in the explanatory
statement.
Pursuant to provisions of Section 42 and 62 (1)(c) of Companies Act, 2013 (the “Act”) and Rules made thereunder (the ‘Act’) and
in accordance with the provisions of Chapter V “Preferential Issue” of Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”) as amended from time to time and on terms and
conditions and formalities as stipulated in the Act and the SEBI ICDR Regulations, the Preferential Issue requires approval of the
members by way of a Special Resolution.
The Board therefore, seeks approval of the members as set out in the notice, by way of Special Resolution to issue and allot
Equity Shares through Preferential Allotment to the proposed allottees.
Necessary information or details in respect of the proposed Preferential Issue of Equity Shares in terms of Section 42 and 62(1)
(c) of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14(1) of
the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Chapter V of the SEBI ICDR Regulations are as under:
i. The Object of Preferential Issue:
The proceeds of the Preferential Issue will be utilized for any one or in combination with any one or more of the
purposes such as:
I. To meet the long-term fund requirements of the Company, for expansion of business
II. General corporate purpose or such other objects, as the Board may from time to time decide in the best
interest of the Company.
ii. The total number of securities, kind of securities and price at which security is being offered:
Issuance of up to 16,35,000 (Sixteen Lakhs Thirty-Five Thousand) fully paid-up Equity Shares of the Company of
face value of ₹ 10/- for cash at a price of Rs. 286.44/- (Rupees Two Hundred Eighty-Six and Forty- Four Paise) per
Equity Share, (The calculated floor price is Rs. 276.44 (Rupees Two Hundred Seventy-Six and Forty-Four Paise),
with a premium of Rs. 10 (Rupees Ten Only) being charged on each equity share.
iii. Name of Proposed Allottees and No. of Shares proposed to be allotted to them:
Status/Class
of Allotees
Name of Natural Persons Category No. of shares Total Allottee
S (Individual/
Proposed who are Ultimate (Promoter/ to Consideration is QIB/
No. Body Corporate/
Allottees Beneficial Owner Public) be issued (Rs.) non-QIB
Trust/HUF/LLP/
AIF)
1 Ashish Ramesh Individual Not applicable, as Public Upto 4,97,000 14,23,60,680 Non- QIB
Chandra Kacholia the allotee is an
Individual
2 RBA & Finance Body Corporate Mr. Suresh Kumar Public Upto 4,97,000 14,23,60,680 Non- QIB
Investments Co Agarwal
Mrs. Sarita
Agarwal

Annual Report 2023-24 Page - 48

 3 Growfast Body Corporate Mrs. Viraj Public Upto 34,000 97,38,960 Non- QIB
Securities & Aggarwal
Credit Private
Limited
4 Anil Sanghvi Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
the allotee is an
Individual
5 Dhruvesh HUF Mr. Dhruvesh Anil Public Upto 17,000 48,69,480 Non- QIB
Sanghvi HUF Sanghvi
6 Namrata Sanghvi Individual Not applicable, as Public Upto 17,000 48,69,480 Non- QIB
the allotee is an
Individual
7 Minesh Sanghvi HUF Mr. Minesh Anil Public Upto 8,000 22,91,520 Non- QIB
HUF Sanghvi
8 Vipul Ashok Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
Sanghvi the allotee is an
Individual
9 Everlon Body Corporate Mr. Jitendra K Public Upto 8,000 22,91,520 Non- QIB
Financials Ltd Vakharia
Mrs. Varsha J
Vakharia
10 Rita Rajendra Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
Shah the allotee is an
Individual
11 Rushabh Harshil Individual Not applicable, as Public Upto 17,000 48,69,480 Non- QIB
Kothari the allotee is an
Individual
12 Kanyalal Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
Hakamchand the allotee is an
Shah Individual
13 Swapnil Paresh Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
Doshi the allotee is an
Individual
14 Veena Sudhir Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
Shah the allotee is an
Individual
15 Panna Individual Not applicable, as Public Upto 17,000 48,69,480 Non- QIB
Gunchandra the allotee is an
Metha Individual
16 Yaaman Hamidi Individual Not applicable, as Public Upto 7,000 20,05,080 Non- QIB
the allotee is an
Individual
17 Kadayam Individual Not applicable, as Public Upto 29,000 83,06,760 Non- QIB
Ramanathan the allotee is an
Bharat Individual
18 Anil Raika Family Trust Mr. Anil Raika Public Upto 52,000 1,48,94,880 Non- QIB
Trust Mrs. Ambika Anil
Raika
19 Sanjeev Aggarwal Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
the allotee is an
Individual
20 Bharat Asan Individual Not applicable, as Public Upto 3,000 8,59,320 Non- QIB
Binyani the allotee is an
Individual
21 Harsimrit Kaur Individual Not applicable, as Public Upto 61,000 1,74,72,840 Non- QIB
the allotee is an
Individual
22 Bhagwan Singh HUF Bhagwan Singh Public Upto 69,000 1,97,64,360 Non- QIB
Chodhary HUF Chaudhary
23 Nexta Enterprises LLP Mrs. Geeta Chetan Public Upto 1,74,000 4,98,40,560 Non- QIB
LLP Shah
Mr. Hardik
Mahendar Shah
24 Incipience LLP Mr. Shivam Public Upto 8,000 22,91,520 Non- QIB
Dealers LLP Jhunjhunwala
Mrs. Pooja
Jhunjhunwala

Page - 49 Annual Report 2023-24

 25 Vinay Khattar Individual Not applicable, as Public Upto 6,000 17,18,640 Non- QIB
the allotee is an
Individual
26 Siddhant Lashit Individual Not applicable, as Public Upto 6,000 17,18,640 Non- QIB
Sanghvi the allotee is an
Individual
27 Rahul Batra Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
the allotee is an
Individual
28 Manish Om Individual Not applicable, as Public Upto 17,000 48,69,480 Non- QIB
Prakash Kukreja the allotee is an
Individual
29 Sunil Individual Not applicable, as Public Upto 19,000 54,42,360 Non- QIB
Satyanarayan the allotee is an
Dayma Individual
30 Deepak Kumar Individual Not applicable, as Public Upto 8,000 22,91,520 Non- QIB
the allotee is an
Individual
TOTAL 16,35,000 46,83,29,400
d) Particulars of offer including the date of Board Meeting, maximum number of securities to be issued and the Issue
Price:
The Board of Directors of the Company at their meeting held on Friday, August 16, 2024, had, subject to approval
of the members of the Company (“members”) and such other approvals as may be required, approved preferential
issue of
i. Up to 16,35,000 (Sixteen Lakhs Thirty-Five Thousand) fully paid-up Equity Shares of the Company of face
value of ₹ 10/-for cash at a price of Rs. 286.44/- (Rupees Two Hundred Eighty-Six and Forty-Four Paise
only) (The calculated floor price is Rs. 276.44 (Rupees Two Hundred Seventy-Six and Forty-Four Paise),
with a premium of Rs. 10 (Rupees Ten Only) being charged on each equity share per share aggregating to
not more than to Rs. 46,83,29,400/- (Rupees Forty- Six Crore Eighty- Three Lakhs Twenty- Nine Thousand
Four Hundred Only); and
The price of each Equity Shares is fixed at Rs. 286.44/- (Rupees Two Hundred Eighty-Six and Forty-Four
Paise only) (The calculated floor price is Rs. 276.44 (Rupees Two Hundred Seventy-Six and Forty-Four
Paise), with a premium of Rs. 10 (Rupees Ten Only) being charged on each equity share per share as
determined in terms of SEBI ICDR Regulations on the basis of the Relevant Date.
e) Basis or justification of the price (including premium, if any) at which the offer or invitation is being made along
with report of the registered valuer & pricing of the preferential issue;
The Equity Shares of Company are listed on National Stock Exchange of India Limited (“NSE”) only. The Equity Shares
of the Company are frequently traded within the meaning of explanation provided in Regulation 164(5) of Chapter V
of the SEBI ICDR Regulations. Trading data of NSE, being the Stock Exchange with higher trading volumes for the said
period, has been considered for pricing in compliance with Regulation 164 of Chapter V of SEBI ICDR Regulations.
1. In compliance with Regulation 166A of the SEBI ICDR Regulations as the preferential issue is more than
five per cent of the post issue fully diluted share capital of the Company, therefore, the minimum issue price
shall be the higher of the price determined through following methods:
a) In terms of the provisions of Regulation 164(1) of SEBI ICDR Regulations the price at which Equity
Shares shall be allotted shall not be less than higher of the following:
i. The 90 trading days volume weighted average price of the related Equity Shares of the
Company quoted on NSE, preceding the Relevant Date, i.e. ₹ 190.74/- per Equity Share; or
ii. the 10 trading days volume weighted average price of the related Equity Shares of the
Company quoted on NSE, preceding the Relevant Date, i.e. ₹ 276.44/- per Equity Share;
We also confirm that the Articles of Association do not contain any restrictive provision for
Preferential Allotment and doesn’t contain any article which provides for particular method
for determination of price in case preferential issue.
Accordingly, the minimum issue price in terms of Regulation 164 of the SEBI ICDR Regulation, is
Rs. 286.44 (Rupees Two Hundred Eighty-Six and Forty-Four Paise) per Equity Share being higher
of the above two prices (The calculated floor price is Rs. 276.44 (Rupees Two Hundred Seventy-
Six and Forty-Four Paise), with a premium of Rs. 10 (Rupees Ten Only) being charged on each
equity share per share.
b) The price determined through Valuation report of Mr. Hitesh Jhamb, Registered Valuer SFA -
Registration Number: (IBBI Registration No.: IBBI/RV/11/2019/12355) i.e., Rs. 286.44/- per Equity
Share. The said report has been hosted on the website of the company which can be accessed at
www.v-marc.com .

Annual Report 2023-24 Page - 50

 Accordingly, the floor price in terms of SEBI ICDR Regulations is Rs. 276.44 per Equity Share. The issue
price is ₹ 286.44/- (The calculated floor price is Rs. 276.44 with a premium of Rs. 10 being charged on
each equity share per share) which is not less than the minimum price determined in accordance with the
applicable provisions of ICDR Regulations.
f) Relevant Date with reference to which the price has been arrived at:
The Relevant Date as per Chapter V of the SEBI ICDR Regulations for the determination of the floor price for Equity
Shares of the face value ₹ 10 each to be issued, is Tuesday, August 13, 2024, prior to the date of the Annual General
Meeting (AGM) i.e. Thursday, September 12, 2024.
g) Amount which the Company intends to raise by way of issue of Equity Shares:
The Company proposes to raise up to Rs. 46,83,29,400/- (Rupees Forty- Six Crore Eighty- Three Lakhs Twenty-
Nine Thousand Four Hundred Only) from the issue of Equity Shares.
h) Intention of Promoters, Directors, Key Managerial Personnel, Senior management personnel to subscribe to the
preferential offer:
Not Applicable
i) The proposed time within which the allotment shall be completed:
In accordance with Regulation 170 of the ICDR Regulations, the allotment of the Equity Shares shall be completed
within a period of 15 days from the date of passing of the resolution by the shareholders, provided that where the
allotment is pending on account of pendency of any approval(s) or permission(s) from any regulatory authority /
body, the allotment shall be completed by the Company within a period of 15 days from the date of such approval(s)
or permission(s).
j) Confirmations regarding wilful defaulter or a fraudulent borrower/ fugitive, if any:
The Company hereby confirms that neither the Company nor its promoters nor its Directors have been declared as
wilful defaulter or a fraudulent borrower by any bank or financial institution (as defined under the Companies Act,
2013) or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of
India. None of the promoters and directors of the Company have been declared as fugitive economic offenders as
per the Fugitive Economic Offenders Act, 2018.
k) Requirements as to re-computation of price:
Since the Equity Shares of the Company are listed on recognized stock exchange for more than 90 (Ninety) trading
days, the price computation and lock-in extensions, required pursuant to Regulations 164(2), 164(3) and 167(5) of
the SEBI ICDR Regulations and the disclosures and undertakings required pursuant to Regulation 163(1)(g) and
(h) of the SEBI ICDR Regulations are not applicable.
However, the hereby Company undertakes as follows: -
1. The Company shall re-compute the price of the Equity Shares issued in terms of the preferential allotment
under this resolution as per the provision of the SEBI ICDR Regulations where it is required to do so.
2. If the amount payable on account of re-computation of price is not paid within the time stipulated in the
SEBI ICDR Regulations, the specified Equity Shares shall continue to be locked-in till the time such amount
is paid by the allottees.
l) Justification for the allotment proposed to be made for consideration other than cash together with valuation
report of the registered valuer:
Not Applicable
m) No. of persons to whom allotment on preferential basis have already been made during the year, in terms of
number of securities as well as price:
The Company has not made any preferential allotment during the year.
n) The current and proposed status of the Allottee(s) post Preferential Issue namely, Promoter or Non-Promoter:
S Name of Proposed Allottees Current Status of the Proposed Status of the Proposed
No. Proposed Allottee Allottee post the preferential issue
1 Ashish RameshChandra Kacholia Non- Promoter Non- Promoter
2 RBA & Finance Investments Co Non- Promoter Non- Promoter
3 Growfast Securities & Credit Private Limited Non- Promoter Non- Promoter
4 Anil Sanghvi Non- Promoter Non- Promoter
5 Dhruvesh Sanghvi HUF Non- Promoter Non- Promoter
6 Namrata Sanghvi Non- Promoter Non- Promoter
7 Minesh Sanghvi HUF Non- Promoter Non- Promoter
8 Vipul Ashok Sanghvi Non- Promoter Non- Promoter
9 Everlon Financials Ltd Non- Promoter Non- Promoter
10 Rita Rajendra Shah Non- Promoter Non- Promoter
11 Rushabh Harshil Kothari Non- Promoter Non- Promoter

Page - 51 Annual Report 2023-24

 12 Kanyalal Hakamchand Shah Non- Promoter Non- Promoter
13 Swapnil Paresh Doshi Non- Promoter Non- Promoter
14 Veena Sudhir Shah Non- Promoter Non- Promoter
15 Panna Gunchandra Metha Non- Promoter Non- Promoter
16 Yaaman Hamidi Non- Promoter Non- Promoter
17 Kadayam Ramanathan Bharat Non- Promoter Non- Promoter
18 Anil Raika Family Trust Non- Promoter Non- Promoter
19 Sanjeev Aggarwal Non- Promoter Non- Promoter
20 Bharat Asan Binyani Non- Promoter Non- Promoter
21 Harsimrit Kaur Non- Promoter Non- Promoter
22 Bhagwan Singh Chodhary HUF Non- Promoter Non- Promoter
23 Nexta Enterprises LLP Non- Promoter Non- Promoter
24 Incipience Dealers LLP Non- Promoter Non- Promoter
25 Vinay Khattar Non- Promoter Non- Promoter
26 Siddhant Lashit Sanghvi Non- Promoter Non- Promoter
27 Rahul Batra Non- Promoter Non- Promoter
28 Manish OmPrakash Kukreja Non- Promoter Non- Promoter
29 Sunil Satyanarayan Dayma Non- Promoter Non- Promoter
30 Deepak Kumar Non- Promoter Non- Promoter
o) Lock-in Period:
The Equity Shares shall be subject to lock-in for such period as specified under the provisions of relevant
Regulation(s) of SEBI ICDR Regulations.
The entire Pre-Preferential Allotment shareholding of the allottees shall be locked-in as specified under Regulation
167(6) of the SEBI ICDR Regulations.
p) Listing:
The Company will make an application to the Stock Exchange at which the existing Equity Shares are listed for
listing of Equity Shares allotted by way of preferential issue. The above shares, once allotted, shall rank pari passu
with the then existing Equity Shares of the Company in all respects including dividend.
q) Identity of Proposed Allottees (including natural persons who are the ultimate beneficial owners of equity shares
proposed to be allotted and/or having ultimate control):
Sr Name of the Proposed Category The Identity of the natural persons who are the ultimate
No. beneficial of owner of the Shares proposed to be allotted
and / or who ultimately control the proposed allottees
1 Ashish RameshChandra Kacholia Non- Promoter Not Applicable, as the allottee is an Individual
2 RBA & Finance Investments Co Non- Promoter Mr. Suresh Kumar Agarwal
Mrs. Sarita Agarwal
3 Growfast Securities & Credit Non- Promoter Mrs. Viraj Aggarwal
Private Limited
4 Anil Sanghvi Non- Promoter Not Applicable, as the allottee is an Individual
5 Dhruvesh Sanghvi HUF Non- Promoter Dhurvesh Anil Sanghvi
6 Namrata Sanghvi Non- Promoter Not Applicable, as the allottee is an Individual
7 Minesh Sanghvi HUF Non- Promoter Minesh Anil Sanghvi
8 Vipul Ashok Sanghvi Non- Promoter Not Applicable, as the allottee is an Individual
9 Everlon Financials Ltd Non- Promoter Mr. Jitendra K Vakharia
Mrs. Varsha J Vakharia
10 Rita Rajendra Shah Non- Promoter Not Applicable, as the allottee is an Individual
11 Rushabh Harshil Kothari Non- Promoter Not Applicable, as the allottee is an Individual
12 Kanyalal Hakamchand Shah Non- Promoter Not Applicable, as the allottee is an Individual
13 Swapnil Paresh Doshi Non- Promoter Not Applicable, as the allottee is an Individual
14 Veena Sudhir Shah Non- Promoter Not Applicable, as the allottee is an Individual
15 Panna Gunchandra Metha Non- Promoter Not Applicable, as the allottee is an Individual
16 Yaaman Hamidi Non- Promoter Not Applicable, as the allottee is an Individual
17 Kadayam Ramanathan Bharat Non- Promoter Not Applicable, as the allottee is an Individual
18 Anil Raika Family Trust Non- Promoter Mr. Anil Raika
Mrs. Ambika Anil Raika
19 Sanjeev Aggarwal Non- Promoter Not Applicable, as the allottee is an Individual
20 Bharat Asan Binyani Non- Promoter Not Applicable, as the allottee is an Individual

Annual Report 2023-24 Page - 52

 21 Harsimrit Kaur Non- Promoter Not Applicable, as the allottee is an Individual
22 Bhagwan Singh Chodhary HUF Non- Promoter Mr. Bhagwan Singh Chaudhary
23 Nexta Enterprises LLP Non- Promoter Mrs. Geeta Chetan Shah
Mr. Hardik Mahendar Shah
24 Incipience Dealers LLP Non- Promoter Mr. Shivam Jhunjhunwala
Mrs. Pooja Jhunjhunwala
25 Vinay Khattar Non- Promoter Not Applicable, as the allottee is an Individual
26 Siddhant Lashit Sanghvi Non- Promoter Not Applicable, as the allottee is an Individual
27 Rahul Batra Non- Promoter Not Applicable, as the allottee is an Individual
28 Manish OmPrakash Kukreja Non- Promoter Not Applicable, as the allottee is an Individual
29 Sunil Satyanarayan Dayma Non- Promoter Not Applicable, as the allottee is an Individual
30 Deepak Kumar Non- Promoter Not Applicable, as the allottee is an Individual

r) The percentage (%) of Post Preferential Issue Capital that may be held by allottees and Change in Control, if any,
consequent to the Preferential Issue
Sr Name of proposed Share Category Holding No. of Post Preferential
No. allottee(s) Pre-preferential Issue Equity Allotment
No. of % Shares to No. of %
Shares be allotted Shares
1 Ashish RameshChandra Non- Promoter - - 4,97,000 4,97,000 2.03%
Kacholia
2 RBA & Finance Investments Co Non- Promoter - - 4,97,000 4,97,000 2.03%
3 Growfast Securities & Credit Non- Promoter - - 34,000 34,000 0.14%
Private Limited
4 Anil Sanghvi Non- Promoter - - 8,000 8,000 0.03%
5 Dhruvesh Sanghvi HUF Non- Promoter - - 17,000 17,000 0.07%
6 Namrata Sanghvi Non- Promoter - - 17,000 17,000 0.07%
7 Minesh Sanghvi HUF Non- Promoter - - 8,000 8,000 0.03%
8 Vipul Ashok Sanghvi Non- Promoter - - 8,000 8,000 0.03%
9 Everlon Financials Ltd Non- Promoter - - 8,000 8,000 0.03%
10 Rita Rajendra Shah Non- Promoter - - 8,000 8,000 0.03%
11 Rushabh Harshil Kothari Non- Promoter - - 17,000 17,000 0.07%
12 Kanyalal Hakamchand Shah Non- Promoter - - 8,000 8,000 0.03%
13 Swapnil Paresh Doshi Non- Promoter - - 8,000 8,000 0.03%
14 Veena Sudhir Shah Non- Promoter - - 8,000 8,000 0.03%
15 Panna Gunchandra Metha Non- Promoter - - 17,000 17,000 0.07%
16 Yaaman Hamidi Non- Promoter - - 7,000 7,000 0.03%
17 Kadayam Ramanathan Bharat Non- Promoter - - 29,000 29,000 0.12%
18 Anil Raika Family Trust Non- Promoter - - 52,000 52,000 0.21%
19 Sanjeev Aggarwal Non- Promoter - - 8,000 8,000 0.03%
20 Bharat Asan Binyani Non- Promoter - - 3,000 3,000 0.01%
21 Harsimrit Kaur Non- Promoter - - 61,000 61,000 0.25%
22 Bhagwan Singh Chodhary HUF Non- Promoter - - 69,000 69,000 0.28%
23 Nexta Enterprises LLP Non- Promoter - - 1,74,000 1,74,000 0.71%
24 Incipience Dealers LLP Non- Promoter - - 8,000 8,000 0.03%
25 Vinay Khattar Non- Promoter - - 6,000 6,000 0.02%
26 Siddhant Lashit Sanghvi Non- Promoter 3,000 0.01% 6,000 9,000 0.03%
27 Rahul Batra Non- Promoter - - 8,000 8,000 0.03%
28 Manish OmPrakash Kukreja Non- Promoter - - 17,000 17,000 0.07%
29 Sunil Satyanarayan Dayma Non- Promoter - - 19,000 19,000 0.08%
30 Deepak Kumar Non- Promoter - - 8,000 8,000 0.03%
Note:
1. There will be no change in the Promoters neither be any change in the composition of the Board nor any
change in the control of the company on account of the proposed preferential allotment. However, there
will be corresponding changes in the shareholding pattern as well as voting rights consequent to issue of
equity shares allotted pursuant to this preferential issue.
2. The Pre-Issue Capital has been taken the Paid-up and Listed Capital as on Relevant date i.e 2,27,85,696
Equity Shares of Rs. 10/- each for the calculation of Pre-Preferential shareholding of allottees.
3. The post-issue capital is derived on the assumption that the 16,35,000 Equity Shares proposed to be
allotted in the present issue will be so allotted and accordingly the post issue capital after this preferential
issue will be 2,44,20,696 Equity Shares of face value of Rs. 10/- each.

Page - 53 Annual Report 2023-24

 s) Shareholding pattern of the issuer before and after the preferential issue:
Pre-Preferential Post Preferential
Sr. Shareholding Pattern Shareholding Pattern
Category of Shareholding
No. Total No. of % of Total No. Total No. of % of Total No.
Shares of Shares Shares of Shares
(A) Shareholding of Promoter and Promoter Group
1 Indians
Individuals / Hindu Undivided Family 1,59,41,696 69.96% 1,59,41,696 65.28%
Bodies Corporate - - - -
Sub Total (A) (1) 1,59,41,696 69.96% 1,59,41,696 65.28%
2 Foreign
Individuals (Non-Resident Individuals / - - - -
Foreign Individuals) - - - -
Sub Total (A) (2)
(B) Public Shareholdings
1 Institution (Foreign and Domestic) 45,000 0.20% 45,000 0.20%
Sub Total (B) (1) 45,000 0.20% 45,000 0.20%
2 Non- Institutions
a) Individual 58,76,000 25.79% 68,61,000 28.09%
b) HUF 2,11,000 0.93% 3,05,000 1.24%
c) Bodies Corporate 5,47,000 2.40% 10,86,000 4.44%
d) NRIs 1,36,000 0.60% 1,53,000 0.63%
e) Clearing Members 29,000 0.12% 29,000 0.12%
f) Unclaimed Suspense Account - - - -
Sub Total (B) (2) 67,99,000 29.84% 84,34,000 34.54%
Total Public Shareholding 68,44,000 30.04% 84,79,000 34.72%
(B)=(B)(1) +(B)(2)
(C) Shares held by Custodians and against which - - - -
depository Receipts have been issued
Sub Total (C) - - - -
Grand Total (A+B+C) 2,27,85,696 100% 2,44,20,696 100%
i. Pre-preferential Shareholding pattern has been considered on the basis of Benpos dated Friday, August
09,2024.
ii. In order to keep total % of shareholding as 100%, the % of each category has been rounded off in the best
possible manner.
iii. It is further assumed that shareholding of the Company in all other categories will remain unchanged.
iv. The Company will ensure compliance with all applicable laws and regulations including the SEBI ICDR
Regulations at the time of allotment of equity shares of the Company.
u) Practicing Company Secretary’s Certificate:
A certificate from CS Ashish Sehrawat (Membership No. FCS 51861 and COP No. 22005) of M/s. Ashish Sehrawat
and Associates, Practicing Company Secretaries certifying that the Preferential Issue of Equity Shares is being
made in accordance with requirements of SEBI ICDR Regulations shall be placed before the 11th Annual Ordinary
General Meeting of the shareholders. The certificate shall be made available online for inspection to the Members
at the Meeting and which can be accessed at www.vmarc.com
v) Principal terms of assets charged as securities:
Not Applicable
w) Other Disclosures:
i. The Company is in compliance with the conditions of continuous listing, and is eligible to make the
Preferential Issue under Chapter V of the SEBI ICDR Regulations;
ii. The proposed allottees have not sold or transferred any Equity Shares during the 90 (Ninety) trading days
preceding the relevant date.
iii. Since the present issue size of the company does not exceed Rs. 100.00 Crores (Rupees One Hundred
Crores Only), the company is not required to appoint a monitoring agency
Accordingly, the approval of the Members of the Company is hereby sought by way of Special Resolution for
authorizing the Board of Directors of the Company to create, offer, issue and allot Subscription Shares as
specifically described in the resolutions set out at Item No(s). 6 of this Notice.
The Board of Directors believe that the proposed issue is in the best interest of the Company and its Members and
therefore recommends the Special Resolution as set out in the accompanying notice for approval by the Members.

Annual Report 2023-24 Page - 54

 None of the Directors and their immediate relatives in individual capacity, may be deemed to be interested in
the resolution to the extent of the Equity shares proposed to be allotted to the companies in which they or their
relatives directly or indirectly interested. Except them None of the Director, Key Managerial Personnel and / or their
respective relatives are, in anyway, concerned or interested, financially or otherwise in the proposed resolution
except to the extent of their shareholding in the Company.
ITEM NO. 7
V-Marc Electricals Private Limited is involved in the business of Wire Drawing and making Conductor which is a key
raw-material in your Company’s Business operations. We have quality control, timely delivery and better price on the product so
your Company is able to take the advantage of the large volumes.
Section 188 of the Act and the applicable Rules framed thereunder provide that any Related Party Transaction will require prior
approval of shareholders through resolution, if the aggregate value of transaction(s) amounts to 10% or more of the annual
turnover of the Company as per last audited financial statements of the Company.
The value of proposed aggregate transactions with V-Marc Electricals Private Limited is likely to exceed the said threshold limit,
as specified for the F.Y 2024-25.
Hence, approval of the shareholders is being sought for the said Related Party Transaction(s) proposed to be entered into by
your Company with V-Marc Electricals Private Limited in the financial year 2024-25.
The Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, particulars of the transactions with
V-Marc Electricals Private Limited are as follows:
S.No. Particulars Remarks
1. Name of the Related Party V-Marc Electricals Private Limited
2. Name of the Director or KMP who is related Vikas Garg & Meenakshi Garg
3. Nature of Relationship Common Promoter & Director
4. Nature, material terms, monetary value and Contract for purchase of raw material(goods) shall be on a continuous
particulars of the contract or arrangement basis. Monetary value of proposed aggregate transactions during financial
year 2024-25 is expected to be Rs.50 (Fifty) Crores
Contract for Sale of Goods shall be on continuous basis. Monetary value of
proposed aggregate transactions during financial year 2024-25 is expected
to be Rs.20 (Twenty) Crores.
Contract for Job-work shall be on continuous basis. Monetary value of
proposed aggregate transactions during financial year 2024-25 is expected
to be Rs.7.50 Crores (Seven Crore Fifty Lacs)
5. Date of approval by the Board of Directors 07/05/2024
6. Date of approval by the Audit Committee 07/05/2024
None of the Directors, Key Managerial Personnel or their relatives except Mr. Vikas Garg & Mrs. Meenakshi Garg are concerned
or interested in the proposed resolution as set out in Item No. 7 of this Notice.
The Board of Directors recommends passing of the resolution as set out at Item No.7 of this Notice as Special Resolution.

By Order of the Board of Directors

For V-Marc India Limited
Sd/-
(Vikas Garg)
Haridwar Managing Director
August 16, 2024 DIN: 05268238
----------------------------------------------------------------------------------------------------------------------------------
Registered Office
Plot No.3,4, 18 & 20A, Sector-IIDC, SIDCUL, Haridwar-249403, India
Tel: +91-01334-239638;
Website: www.v-marc.com, E- Mail: agpl@v-marc.com
CIN: L31908UR2014PLC001066

Page - 55 Annual Report 2023-24

 DIRECTOR’S REPORT
Dear Members,
Your Company’s Directors are pleased to present the Eleventh Annual Report of V-Marc India Limited, along with Audited Financial
Statements, for the financial year ended 31st March, 2024.
FINANCIAL RESULTS
The operating results of the Company for the year under review are as follows:
(‘Rs. in Lacs)
For the year ended For the year ended
Particulars
31.3.2024 31.3.2023
Revenue 56578.88 24984.95
Profits/(Loss) before Depreciation & Tax 4504.37 1617.88
Less: Depreciation 900.82 255.10
Less: Tax Expense 918.24 318.23
Prior period items-(income)/expenses - -
Net profit for the period 2685.30 1044.55
Less: Utilized for Dividend Issue 0 0
Balance carried forward to Balance Sheet 2685.30 1044.55
Earnings Per Share 11.79 4.58
NAME OF THE COMPANY
Prior to listing, Company was private limited known as Asian Galaxy Private Limited. Your Company has changed the name from
Asian Galaxy Private Limited to “V-Marc India Private Limited” which was later on converted into Public Limited “V-Marc India
Limited” vide dated February 04, 2021.
INITIAL PUBLIC OFFER
The Shares of the company were listed on 9th April, 2021 on NSE (EMERGE). The Company has received approval vide NSE/
LIST/1009 dated 8thApril, 2021 from National Stock Exchange (NSE) for the listing of 2,27,85,696 equity shares on NSE (EMERGE)
platform w.e.f. 9th April, 2021.The Company has undertaken in consultation with the BRLM, a private placement of 8,40,000 Equity
Shares for cash consideration aggregating Rs. 327.60 Lakhs (“Pre IPO-Placement”).
The 2,27,85,696 equity shares of V-Marc India Limited was listed on the NSE (EMERGE) Platform w.e.f 9th April, 2021 which
included fresh issue of 60,00,000 equity shares in the IPO.
CHANGES IN SHARE CAPITAL:
There is no change in the Authorized Share Capital during the financial year 2023-24. Hence, the Authorized Share Capital of the
Company is INR 25,00,00,000 (Rs. Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of INR
10 each during the year 2020-21
The paid-up Share Capital of the Company INR 22,78,56,960 divided into 2,27,85,696 Equity Shares of Rs. 10/- each
• Disclosure regarding issues of equity shares without differential rights:
The Company has not made any issue of equity shares without differential rights during the period under review.
• Disclosure regarding issues of equity shares with differential rights:
The Company has not issued any equity shares with differential rights during the period under review.
• Disclosure regarding issues of employee stock options:
The Company has not provided any Stock Option Scheme to the employees during the period under review.
• Disclosure regarding the issues of sweat equity shares:
The Company has not issued any Sweat Equity Shares during the period under review.
PERFORMANCE REVIEW
The Net Sales of the Company increased by 128.37% to Rs. 56,472.92 Lacs in financial year 2023-24 from Rs.24,728.88 Lacs in
financial year 2022-23 The Company has posted Operating Profits (EBITDA) of Rs. 6682.05 Lacs in financial year 2023-24. The
Company posted Profit after Tax (PAT) of Rs.2685.30 Lacs in the current financial year as against a PAT of Rs. 1044.55 Lacs in the
previous financial year; an increase of 157.08%.
A detailed analysis of Company’s operations in terms of performance in markets, business outlook, risks and concerns forms part
of the Management Discussion and Analysis, a separate section of this Annual Report.
OPERATIONS REVIEW
During the year under review, the Company continued to focus on enhancing the capability of the organization and towards the
achievement of this goal, the Company has been taking a number of initiatives.

Annual Report 2023-24 Page - 56

DIVIDENDS
Considering the future growth aspects for the company no dividend has been recommended by the Company for the year ended
31st March, 2024.
The Company is also not required to transfer any amount to the Investor Education and Protection Fund (IEPF) during the year
RESERVES
The Company during the year transferred Rs.2685.30 Lacs to the general reserves. Post transfer, the general reserves stood at Rs.
8375.88 Lacs for year ended 31st March, 2024.
LISTING
The equity shares of your Company got listed at the National Stock of India Ltd. (EMERGE) w.e.f 9th April, 2021 and in dematerialized
form. The ISIN No. of the Company is INE0GXK01018.
The Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2024-25
RECONCILIATION OF SHARE CAPITAL AUDIT
Mr. Ashish Sehrawat & Associates, a qualified practicing Company Secretary carried out the Reconciliation of Share Capital of
Quarter ended 30th June, 2023, 30th September, 2023, 31st December, 2023 & 31st March, 2024.
Reconciliation of the total listed and paid-up share capital held with the National Security Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) was done on quarterly basis as stipulated by the SEBI Regulations.
The Audit is carried out Quarterly basis in a year and the report thereon is submitted to the Stock Exchange. The report, inter
alia, confirms that the total listed and paid-up share capital of the Company is in agreement with the aggregate of the total
dematerialized shares and those in physical mode.
DEMATERIALIZATION OF SHARES
As on March 31, 2024, all Equity Shares of the Company are held in dematerialized form. The breakup of the equity shares held in
dematerialized and physical form as on March 31, 2024 are as follows:
Mode Record Percentage Shares % To Capital
NSDL 598 34.63 23,91,000 10.49%
CDSL 1129 65.37 2,03,94,696 89.51%
Physical 0 0.00 0 0.00
Total 1727 100.00 2,27,85,696 100.00
The Company ISIN No. is INE0GXK01018 and Registrar and Share Transfer Agent is BIGSHARE SERVICES PRIVATE LIMITED.
Share holding pattern and Distribution of Shareholdings as on 31st March, 2024.
(i) Shareholding Pattern:
S. No. Category No. of Shares Held % of Shareholding
1 Promoters & Promoter Group 1,59,41,696 69.96
2 Mutual Fund - -
3 Banks, FIs, Insurance companies - -
4 Private Bodies Corporate 2,61,679 1.15
5 Directors and their Relatives (Non-Promoter) 9000 0.04
6 Clearing Members 3,000 0.01
7 Non-Resident Indians 1,75,000 0.77
8 Indian Public 61,44,321 26.97
9 HUF 2,51,000 1.10
Total 2,27,85,696 100.00
(ii) High And Low Prices of Shares with NSE Emerge:

NSE Emerge (SME Platform)

S.
Month & Year V-Marc India Limited
No.
High (Rs.) Low (Rs.)
1 April, 2023 47.00 40.50
2 May, 2023 58.60 42.55
3 June, 2023 86.95 55.60
4 July, 2023 100.70 72.00
5 Aug, 2023 133.35 92.05
6 Sep, 2023 142.45 93.65

Page - 57 Annual Report 2023-24

 7 Oct, 2023 127.65 99.85
8 Nov, 2023 210.65 115.10
9 Dec, 2023 219.70 158.50
10 Jan, 2024 199.00 163.40
11 Feb, 2024 188.50 135.80
12 Mar, 2024 122.25 69.65
Investors / Shareholders Correspondence
Investors / Shareholders may Correspondence with the company at the Registered Office of the company at:
Plot No. 3, 4, 18 & 20A, Sector-IIDC, SIDCUL, Haridwar, Uttarakhand-249403
Contact No. 01334-239638
Email id: cs@v-marc.in & investor@v-marc.in
WEB ADDRESS OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section 134(3) of the Companies Act, 2013 The copy of Annual Return for
the year ending on March 31, 2024 will be available on the Website of the Company www.v-marc.com.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report as required under regulation 34 and Schedule V of SEBI (Listing Obligations
and Discloser Requirements) Regulations, 2015 forms and integral part of this report and provides overview of the business and
operations of the Company as per “Annexure A”
DIRECTOR REMUNERATION AND SITTING FEES
Member’s attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the
year 2023-24. The remuneration and Sitting fees paid to Directors will be mentioned Annual return.
CREDIT RATING
Your Company’s credit rating is maintained in investment grade to Ratings BBB Watch with Developing Implication for long-term
bank facilities and A3+ Watch with Developing Implication for short-term bank facilities.
CORPORATE GOVERNANCE
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company firmly believes that Corporate Governance and compliance practices are of paramount importance in order to
maintain the trust and confidence of the stakeholders, clients, and the good reputation of the Company and the unquestioned
integrity of all personnel involved with the Company.
Pursuant to Regulation 15(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015,
compliance of Corporate Governance is not mandatory. However, the company has complied with the provisions of Regulation
17 to 27 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the
extent possible.
The Company’s philosophy on Corporate Governance envisages the attainment of highest levels of transparency, accountability
and equity, in all facets of its operations and in all interactions with its stakeholders, including shareholders, employees, the
government and lenders.
BOARD OF DIRECTORS
The Board of Directors along with its committees provides leadership and vision to the management and supervises the
functioning of the Company. In terms of the Company’s Corporate Governance Policy, all statutory and other significant and
material information are placed before Board to enable it to discharge its responsibilities of strategic supervision of the Company
as Trustees of stakeholders.
Details of Composition of Board as on March 31, 2024 are given below: -
S. Name of the Director* Category Date of Directorship in Membership of Chairman of
No. Appointment other Companies# Committee@ Committee
1 Vikas Garg Managing Director 04-02-2021 2 3 NIL
2 Mukesh Bansal* Independent Director 04-02-2021 1 1 NIL
3 Rajkumar Pandey Independent Director 04-02-2021 NIL 4 1
4 Meenakshi Garg Non-Executive Director 04-02-2021 2 1 1
5 Deepak Prabhakar Tikle Executive Director 02.11.2022 NIL 0 1
6 Ranjeet Kumar Tibrewal Independent Director 25.04.2023 NIL 2 1
*Mr. Mukesh Bansal resigned from the post of Independent Director w.e.f 26.04.2023

Annual Report 2023-24 Page - 58

#Includes Private Companies but excludes Limited Liability Partnership, Foreign Companies, Section 8 Companies & Alternate
Directorship.
@includes Audit Committee, Stakeholders Relationship Committee, Nomination and remuneration Committee and CSR Committee
only, of all companies including this company.
Note: None of the Directors of the Company are directors in any other listed Company
Note: None of the Director is a member of more than 10 committees or acting as Chairman of more than 5 committees across
all companies in which he is a director.
NUMBER OF MEETINGS OF THE BOARD
During the period under review, the Board of Directors met Six (6) times in respect of which proper notices were given and the
proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose.

S.No. Type of Meeting Date

1 Board Meeting No.1 [2023-24] 26-04-2023
2 Board Meeting No.2 [2023-24] 27-05-2023
3 Board Meeting No.3 [2023-24] 14-07-2023
4 Board Meeting No.4 [2023-24] 18-08-2023
5 Board Meeting No.5 [2023-24] 07-11-2023
6 Board Meeting No.6 [2023-24] 08-02-2024
NO. OF MEETINGS ATTENDED BY EACH DIRECTOR

Total No. of Board Meetings Attendance at the last AGM

Sr. Total No. of the Board
Name of the Director held in the FY during the held on 29th September,
No. Meetings attended
Tenure of the Director 2023
1. Mr. Vikas Garg 6 6 Yes
2. Mrs. Meenakshi Garg 6 6 Yes
3. Mr. Mukesh Bansal* 1 1 No
4. Mr. Rajkumar Pandey 6 6 Yes
5. Mr. Deepak Prabhakar Tikle 6 6 Yes
6. Ranjeet Kumar Tibrewal 5 5 Yes
*Mr. Mukesh Bansal resigned as Independent Director w.e.f 26.04.2023
GENERAL SHAREHOLDER MEETINGS
The details of General Meetings of the Company held in last 3 years are as under:
Meetings F. Y Date Time Venue
AGM 2021-22 29-09-2021 11:00 A.M Audio-Video Conferencing
AGM 2022-23 29-09-2022 11.00 AM Audio-Video Conferencing
AGM 2023-24 27-09-2023 11.00 AM Audio-Video Conferencing
All the Directors attended the last Annual General Meeting
Details of Special Resolution passed in last three General Meetings:
S.No. Particulars Date
1 Increase in Authorized Share Capital from Rs.20 Crores to Rs. 25 Crores 05-01-2021
2 i. Change of name of the Company from Asian Galaxy Private Limited to V-Marc India Private Limited 12-01-2021
ii. Alteration in name clause of Memorandum of Association
iii. Alteration in name clause of Articles of Association
3 i. Conversion from private ltd. company to public ltd. company, alteration in name clause of MOA and 02-02-2021
ii. Alteration in name clause of MOA
iii. Alteration in object clause of MOA
iv. Adoption of new set of AOA of the Company pursuant to the Companies Act, 2013 and conversion to a
Limited Company
4 i. Appointment of Mr. Vikas Garg as Managing Director 05-02-2021
ii. Appointment of Mr. Sandeep Kumar Srivastava as Whole-Time Director
iii. Authority for making Initial Public Offering (IPO)
5 Special resolution for passing Proposal to issue equity shares by way of Private Placement to Mr. Madhukar 02-03-2021
Chamanlal Sheth

Page - 59 Annual Report 2023-24

 6 i. Appointment of Mr. Mukesh Bansal as Independent Director of the Company for a period of Five years 29-09-2021
from 04.02.2021 to 03.02.2026
ii. Appointment of Mr. Rajkumar Pandey as Independent Director of the Company for a period of Five years
from 04.02.2021 to 03.02.2026
iii. Approval of Related Party Transactions with V-Marc Electricals Private Limited for the F.Y 2021-22
7 i. Regularisation of Mr. Aloak Kumar Tulsiyan (DIN: 09462547) who has been appointed as an Additional 29-09-2022
Director in the capacity of Executive & Non-Independent Director of the Company by the Board of
Directors effective February 26, 2022 is hereby appointed as a Director, liable to retire by rotation.
ii. Appointment of Mr. Aloak Kumar Tulsiyan (DIN: 09462547) as Whole Time Director of the Company for
a period of three years with effect from February 26, 2022 to February 25, 2025
iii. Approval of Related Party Transactions with V-Marc Electricals Private Limited for the F.Y 2022-23
8 i. Appointment of Mr. Deepak Prabhakar Tikle as Executive Director of the company by the board of 29.09.2023
directors for a period of three years w.e.f November, 02,2022
ii. Appointment of Mr. Ranjeet Kumar Tibrewal as Independent Director of the company by the board of
directors for a period of five years w.e.f April, 27,2023
iii. Power to create Charge, Mortgage, Hypothecate and /or charge prescribed u/s 180(1)(a) of the
Companies Act,2013
iv. Approval of Related Party Transactions with V-Marc Electricals Private Limited for the F.Y 2023-24
MEANS OF COMMUNICATION
Your Company regularly provides relevant information to the Stock Exchange as per the requirements of the provisions of the SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015.
• The quarterly, half-yearly and Annual financial results of the Company are published in leading newspapers in India and
uploaded with NSE Limited.
• The results and official news are available on www.nseindia.com and the website of the Company www.v-marc.com.
• Your Company has posted all its Official News releases on its website.
• No formal representations were made to Institutional Investors or Analysts during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors consists of five members, of which two are Independent Directors and one is Woman Director.
During the year under review, The Following were the Composition of Board of Directors and KMP as on March 31, 2024.
S. No. Name of the Person Designation
1. Mr. Vikas Garg Managing Director
2. Mr. Mukesh Bansal* Independent Director (Resigned w.e.f 26.04.2023)
3. Mr. Rajkumar Pandey Independent Director
4. Mrs. Meenakshi Garg Non-Executive Director
5. Mr. Deepak Prabhakar Tikle Executive Director
6. Mr. Ranjeet Kumar Tibrewal Independent Director
7. Mr. Ranjan Kumar Sawarna* Chief Financial Officer (Resigned w.e.f 14.08.2023)
8. Mr. Vishnu Sharma* Chief Financial Officer (Appointed w.e.f 26.08.2023 and resigned w.e.f 09.04.2024)
9. Mr. Sanjiv Kumar* Chief Financial Officer (Appointed w.e.f 26.06.2024)
10. Mr. Anuj Ahluwalia Company Secretary
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary disclosures from each of its three Independent Directors under Section 149(7) of the
Companies Act, 2013 that he/she meets all the criteria laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16
of the SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015 and there has been no change in the circumstances
which may affect their status as Independent Director during the year.
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company,
other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings
of the Company.
POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION
The current policy aims to have a mix of Independent and Executive Directors on its Board and to separate out its functions of
governance and management.
The policy of the Company on Director’s appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 is appended as Annexure-B
to this report.

Annual Report 2023-24 Page - 60

The appointment of Directors and remuneration paid during the financial year 2023-24 is as per the provisions of the Companies
Act, 2013 and as per the terms laid down in policy of Nomination & Remuneration policy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new Independent Director of the Board attends an induction program. Every Senior-Management Personnel makes a
presentation to inductees about the Company’s strategy, operations, product and market, finance, risk management.
RETIREMENT BY ROTATION
In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Associations of the Company, Mr. Vikas Garg,
Managing Director is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for
re-appointment.
COMMITTEES OF THE BOARD
As on 31st March, 2024, there are four Board committees namely:
a) Audit Committee,
b) Nomination and Remuneration Committee,
c) Stakeholders Relationship Committee and
d) Corporate Social Responsibility Committee.
A.) AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013
and as per Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition
of Audit Committee is given below:
Name of the Director Status Nature of Directorship
Mr. Ranjeet Kumar Tibrewal Independent Director Chairman
Mr. Rajkumar Pandey Independent Director Member
Mr. Vikas Garg Managing Director Member
TERMS OF REFERENCE:
The terms of reference of the Audit Committee are as under:
• Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statements are correct, sufficient and credible.
• Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the
statutory auditor and the fixation of audit fees.
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
• Reviewing, with the management, the annual financial statements before submission to the Board for approval, with
particular reference to:
a) Matters required being included in the Directors Responsibility Statement to be included in the Board’s
Report in terms of Clause C of sub-section 3 of Section 134 of the Companies Act, 2013.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Qualifications in the draft audit report.
• Reviewing, with the management, the half yearly and annual financial statements before submission to the board
for approval.
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purpose other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds
of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
• Reviewing, with the management, performance of statutory and internal auditors, adequacy of internal control
systems.
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading department, reporting structure coverage and frequency of internal audit.

Page - 61 Annual Report 2023-24

 • Discussion with internal auditors on any significant findings and follow up there on.
• Reviewing the finding 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.
• Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern.
• 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.
• To review the functioning of the Whistle Blower mechanism, in case the same is existing.
• To overview the Vigil Mechanism of the Company and took appropriate actions in the case of repeated frivolous
complaints against any Director or Employee.
MEETINGS HELD AND ATTENDANCE
During the Financial Year 2023-24, Five Meetings were held on 27/05/2023, 14/07/2023, 18/08/2023, 07/11/2023, and
08/02/2024.
Mr. Ranjeet Kumar Tibrewal is the Chairman of the Audit Committee.

Meetings Held during the

Members Category Meetings attended
Tenure of the Directors
Mr. Ranjeet Kumar Tibrewal Independent Director 5 5
Mr.Rajkumar Pandey Independent Director 5 5
Mr. Vikas Garg Managing Director 5 5

B.) NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the
Companies Act, 2013 and as per Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements), 2015.
The composition of Nomination & Remuneration Committee is given below:

Name of the Director Status Nature of Directorship

Mr. Rajkumar Pandey Independent Director Chairman
Mrs. Meenakshi Garg Non-Executive Director Member
Mr. Mukesh Bansal* Independent Director Member
Mr. Ranjeet Kumar Tibrewal Independent Director Member
*Mr. Mukesh Bansal resigned from the post of Independent Director w.e.f April 26, 2023
TERMS OF REFERENCE:
The terms of reference of the Nomination and Remuneration Committee are as under:
• To recommend to the Board, the remuneration packages of the Company’s, Managing/Joint Managing/Whole time
/Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites,
commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances
linked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);
• To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf
of the shareholders with agreed terms of reference, the Company’s policy on specific remuneration packages
for Company’s Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any
compensation payment;
• Such other matters as May from time to time are required by any statutory, contractual or other regulatory
requirements to be attended to by such committee.
MEETINGS HELD AND ATTENDANCE
The Members of the Nomination and Remuneration Committee met two times during the financial year 2023-24 on
25/04/2023 & 18/08/2023 as per the provisions of Section 178 of the Companies Act, 2013 and applicable provisions.
Mr. Rajkumar Pandey is the Chairman of Nomination and Remuneration Committee

Members Category Meetings Held during the Tenure of the Directors Meetings attended
Mr. Rajkumar Pandey Independent Director 2 2
Mrs. Meenakshi Garg Non-Executive Director 2 2
Mr. Mukesh Bansal* Independent Director 1 1
Mr. Ranjeet Kumar Tibrewal Independent Director 1 1
* Mr. Mukesh Bansal resigned as Independent Director w.e.f April, 26, 2023

Annual Report 2023-24 Page - 62

C.) STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee of the Company is constituted in line with the provisions of Section 178 of the
Companies Act, 2013 and as per Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements), 2015. The
composition of Stakeholder Relationship Committee is given below:
Name of the Director Status Nature of Directorship
Mrs. Meenakshi Garg Non-Executive Director Chairman
Mr. Vikas Garg Managing Director Member
Mr. Rajkumar Pandey Independent Director Member
TERMS OF REFERENCE:
The terms of reference of the Stakeholder Relationship Committee are as under:
• Redressal of shareholders’/investor’s complaints;
• Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securities
made by the Registrar and Share Transfer Agent;
• Issue of duplicate certificates and new certificates on split/ consolidation/renewal;
• Non-receipt of declared dividends, balance sheets of the Company; and
• Carrying out any other function as prescribed under the Listing Compliances.
MEETINGS HELD AND ATTENDANCE
The Members of the Stakeholder Relationship Committee met One time during the financial year 2023-24 on 28/03/2024
as per the provisions of Section 178 of the Companies Act, 2013 and applicable provisions.
Mrs. Meenakshi Garg is the Chairman of the Stakeholder Relationship Committee.
Members Category Meetings Held during the Tenure of the Directors Meetings attended
Mrs. Meenakshi Garg Non-Executive Director 1 1
Mr. Rajkumar Pandey Independent Director 1 1
Mr. Vikas Garg Managing Director 1 1

D.) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Composition of Corporate Social Responsibility (CSR) Committee:

Name of the Director Status Nature of Directorship

Mr. Deepak Prabhakar Tikle Executive Director Chairman
Mr. Vikas Garg Managing Director Member
Mr. Rajkumar Pandey Independent Director Member
MEETINGS HELD AND ATTENDANCE
The Members of the Corporate Social Responsibility (CSR) Committee met two times during the financial year 2023-24 on
05/02/2024 as per the provisions of the Companies Act, 2013 and applicable provisions.
Mr. Deepak Prabhakar Tikle is the Chairman of the CSR Committee.
Members Category Meetings Held during the Tenure of the Directors Meetings Attended
Mr. Vikas Garg Managing Director 1 1
Mr. Rajkumar Pandey Independent Director 1 1
Mr. Deepak Prabhakar Tikle Executive Director 1 1
DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which form part of this report.
The Company has also complied with disclosing the required details on the website of the company on www.v-marc.com which
are as follows:
• Details of its business
• Composition of various Committees
RELATED PARTY TRANSACTIONS
All contracts or arrangements with related parties, entered into or modified during the financial year ended 31st March 2024, were
on arm’s length basis and in ordinary course of business. Appropriate Approvals have been obtained wherever required by the
Members or Board of Directors of the Company.

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Particulars of the Contract or Arrangements with the related parties referred to in Section 188(1) of the Companies Act, 2013 in
the prescribed Form AOC-2 is appended as ANNEXURE-C to this Report.
DEPOSITS
During the financial year 2023-24, your Company has not accepted any deposits within the meaning of Section 73 and 76 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and other applicable laws and as such no
amount of principal or interest was outstanding as on date of the Balance Sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.
The Company has not given any loan or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN 31ST MARCH, 2024
AND THE DATE OF BOARD’S REPORT
There are no material changes between 31st March, 2024 and the date of board’s report but the company is determined to
progress with the enhancement of their operations to work smoothly for the betterment of their stakeholders which is similar to
the commitments which are making impact on the financial position of the company in a significant manner.
SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture and Associate Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has constituted a Corporate Social Responsibility Committee of the Board comprising of 3 members, namely
Mr. Deepak Prabhakar Tikle, (Chairman), Mr. Vikas Garg, (Member), Mr. Rajkumar Pandey, (Member). The committee were
reconstituted in the board meeting held on 26.04.2023.The Committee is responsible for formulating and monitoring the CSR
policy of the Company. Details about the CSR policy of the Company and initiatives taken by the Company on CSR during the year
are available on our website.
As per the Companies Act, 2013, every company having net worth of rupees five hundred crores or more, or turnover of rupees
one thousand crores or more or a net profit of rupees five crores or more during any financial year shall spend in every financial
year, at least two percent of the average net profits of the company made during the three immediately preceding financial year, in
pursuance of its Corporate Social Responsibility Policy. Accordingly, our Company was required to spend Rs. 64.00 Lacs on CSR
activities during the year.
During the year under review, your company has spent Rs. 64.00 lacs towards corporate social responsibility.
The annual report on CSR Activities is appended as Annexure-D to this Board Report.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the
course of day-to-day business operations of the Company. The Company believes in “Zero Tolerance” against bribery, corruption
and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has
been posted on the Company’s website i.e., www.v-marc.com
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy/ Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The
purpose of this mechanism is to provide a framework to report concern about unethical behavior, actual or suspected fraud
or violation of the Company’s Code of Conduct or ethics policy and provide adequate safeguards against victimization of the
person availing this mechanism. This Policy has been appropriately communicated within the organization and is effectively
operational. The policy provides mechanism whereby whistle blower may send protected disclosures directly to the Chairman of
Audit Committee or Vigilance Officer. The Policy is available on the website of the Company i.e. www.v-marc.com.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate dealing in securities by
the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares
and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The
Board is responsible for implementation of the Code. The Policy is available on the website of the Company i.e., www.v-marc.com.
All Board Directors and the designated employees have confirmed compliance with the code.
RISK MANAGEMENT
Your Company is working in an open environment and hence faces various types of risk. Company has analyzed all the possible
types of risk and has taken steps to cover as much as possible if the tools of risk management are reasonably priced and
available. Company has a clear policy and management to cover the various risks.
HUMAN RESOURCE MANAGEMENT
We are focused to attract and retain talented skills and make them motivated through various skill-development programs. We
provide quality workplace to our employees and provide platform to develop and to grow.

Annual Report 2023-24 Page - 64

The statement containing the names and other particulars of employees in accordance with section 197 (12) of the Companies
Act, 2013, read with rules 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended as “Annexure-E” to the Board Report.
CONSERVATION OF ENERGY
The operational activity of the Company does not involve large energy consumption. In any case, conservation of energy is
considered to be a priority and therefore ensuring minimum consumption by way of better energy conservation programs, training/
awareness of the employees, layout of machines and prompt upkeep is a continuous exercise.
TECHNOLOGY ABSORPTION
The Company is taking care of latest development and advancements in technology and all steps are being taken to adopt the same.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Sr. No. Particulars Foreign Exchange Earning (Amount in `) Foreign Exchange outgo (Amount in `)
(Amount in Lakhs) (Amount in Lakhs)
1 Purchase of Capital Goods NIL 884.85
2 Purchase of Raw Material NIL 103.74
3 Export Sales 124.96 NIL
Total 124.96 988.59
AUDITORS
M/s Rajeev Singal & Co., Chartered Accountants, having Firm Registration No. 008692C were appointed as Statutory Auditors of
the Company for a period of four Consecutive years at the 8th Annual General Meeting of the Member held on September 29, 2021
on a remuneration mutually agreed between the Board of Directors and the Statutory Auditors.
AUDITORS REPORT
There was no observation or qualification in the Auditors Report for the financial year ended 31st March 2024. The Notes on
Financial Statements referred to in the Auditors’ report are self-explanatory and therefore do not require any further comments.
SECRETARIAL AUDITOR & REPORT
M/s. Ashish Sehrawat & Associates, Company Secretaries, was appointed as Secretarial Auditors to conduct the Secretarial Audit
of the Company for the financial year 2023-24, Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report in form MR- 3
is enclosed herewith as “Annexure-F” to the Board’s Report.
The Secretarial Audit Report does not contain any observation, qualification or remark by the Auditor.
COST AUDITOR
Maintenance of Cost Records has been specified by the Central Government, under sub -section (1) of section 148, of the
Companies Act, 2013, and records has been made and maintained. The Company has appointed M/s Ahuja Sunny & Associates,
Cost Accountants (FRN: 001813), as Cost Auditor of company for the F.Y 2023-24.
INTERNAL AUDIT AND AUDITOR
During the year under review, S A H A G & Associates, Chartered Accountants, Roorkee (FRN 014326C) (Formerly known as K P A
D & Associates) has been appointed as Internal Auditor of the company for Internal Audit of Financial year 2023-24.

During the year, the Company continued to implement his/her suggestions and recommendations to improve the control
environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational
efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor’s
findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on
an ongoing basis to improve efficiency in operations.

INTERNAL FINANCIAL CONTROL

The Board has adopted adequate policies and procedures for ensuring orderly and efficient conduct of its business, including
adherence to the Company’s policies, the safeguarding of its assets, prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
The Company has successfully laid down the framework and ensured its effectiveness. V-Marc has a well-defined delegation of
power with authority limits for approving revenue as well as expenditure. V-Marc has also well-defined processes for formulating and
reviewing long term and business plans. V-Marc will continue its efforts to align its processes and controls with global best practices.
SIGNIFICANT AND MATERIAL ORDERS
There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Company’s
operations in future during the year under review.

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DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case filed or registered with
the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace and
made the necessary policies for safe and secure environment for women employee.
INCIDENT OF FRAUD
No significant fraud by the Company or on the Company by its officers or employees has been noticed or reported during the
period covered by our audit.
INVESTORS EDUCATION & PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer & Refund)
Rules 2016 all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF established by Central
Government after completion of seven years. During the year under review, there was no amount liable or due to be transferred to
Investor Education and Protection Fund.
SECRETARIAL STANDARDS
During the year under review, your Company has complied with all applicable secretarial standards issued by The Institute of
Company Secretaries of India and approved by the Central Government pursuant to Section 118 (10) of the Companies Act, 2013.
CEO CERTIFICATION
Certificate from Mr. Vikas Garg, Managing Director pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, for the financial year 2023-24 was placed before the Board of Directors of the Company at its
meeting held on May 07, 2024. A certificate is attached with this report.
DIRECTOR’S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors hereby state and confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed.
b) 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 at the end of the
financial year and of the profit or loss of the company for that period.
c) The Directors have 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 have prepared the annual accounts on a going concern basis.
e) The Directors had laid down Internal Financial Controls to be followed by the Company and that such internal financial
controls are adequate and 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.
ACKNOWLEDGEMENT
Your directors take this opportunity to express their sincere appreciation for the excellent support and co-ordination extend by
the shareholders, customers, suppliers, bankers and other business associates. Your directors gratefully acknowledge ongoing
co-operation and support provided by Central Government and State Government and all regulatory authorities. Your directors
also place on records their appreciation for the contribution made by employees at all levels.
For and on behalf of the Board
V-Marc India Limited

Vikas Garg Deepak Prabhakar Tikle

Place: Haridwar Managing Director Executive Director
Date: August 16, 2024 DIN :05268238 DIN: 09756849

Annual Report 2023-24 Page - 66

 ANNEXURE A-DIRECTOR’S REPORT
MANAGEMENT DISCUSSION & ANALYSIS
The wires and cables market in India comprises nearly 40 % of the electrical industry and is growing at a CAGR of 15 % as a result
of growth in the power and infrastructure segments. The segment has been witnessing unprecedented growth on account of the
boost provided by the recent policy and regulatory initiatives as well as government schemes.
The Indian cables & wires industry, along with fast-moving electric goods (FMEG) products, is estimated to be Rs 1.8 lakh
crore in FY23.The industry offers huge growth potential and is estimated to report ~10% CAGR over the next few years, led by
increased traction in the infrastructure and real estate sectors. The cables & wires industry constitutes ~39% of the electrical
industry and forms a crucial part of the construction and infrastructure activities of the government and private players.
Intensifying focus on infrastructure, strong traction in the real estate sector, an increase in electrification of villages, and rising
nuclear families are expected to spur cable and wires industry growth. The cables & wires market reported -8% CAGR over FY14-23
and it is estimated to clock 12-14% CAGR over FY23-27 (INR1.2-1.3T).
India is now a net exporter of cables & wires. Additionally, according to our estimates, the industry should clock ~10% CAGR over
the next few years, with higher growth estimated for cables & wires (12-14% CAGR until FY27E), water heaters, fans, etc.
COMPANY OVERVIEW
V-Marc India originally a cable manufacturing company, has always been on a persistent quest for innovation. As pioneers in the
field, we are committed to pushing boundaries and setting new standards through our froward- thinking approach.
Our team combined decades of engineering expertise for the development of MVCC cables that offer enhanced safety through
superior insulation, minimizing the risk of electrical faults and ensuring reliable operation in diverse environmental conditions.
This journey paved a path of exclusive compatible solution when our project execution team encountered numerous accessory
installation and misalignment challenges. Being a leading MVCC manufacturer our team recognised the detrimental impact of
mismatched technicalities on the life and durability of cables, our engineer’s year-long intensive R&D and anticipation for new
product development came up with the revolutionary MVCC Accessories up to 33kv.
Our MVCC Accessories are designed in alignment of our MVCC cables resulting in ease of installation and compatibility like never
experienced before as the Exclusive Single Point solution in the industry.
OPPORTUNITIES AND THREATS
OPPORTUNITIES
• Increase in demand for LT and HT cables due to increased infrastructure projects.
• Growth in the exports revenues owing to V-Marc’s increasing geographical existence and penetration.
• Increasing revenue share of the retail segment due to better working capital and higher profitability
• Increasing demand for wires and cables due to rapid urbanization and rural electrification.
• Strong demand in sectors like infrastructure, railway, power, data centers, housing, etc.
THREATS
• The global economic slowdown and disruptions in trade and sectors.
• Volatility in exchange rates and prices of raw materials.
• Increasing competition in the wires and cables industry.
• Fast-changing technology and constant need for upgradation.
• With increasing awareness of environmental sustainability, there is a growing emphasis on manufacturing and using
environmentally friendly cables. This can be a challenge for manufacturers that need to adapt their processes and materials
to meet these demands.
RISKS AND CONCERNS
Finance Cost Risk: Finance Cost risk arises due to payment of high rate of interest & charges on term loans and other funds &
non-fund-based facilities being availed by the company from banks and other financial institutions. The company tries to minimize
this risk by keeping a check on the interest rates & charges charged by various banks & financial institutions and by swapping its
long term/short term loans with banks/ FIs charging lesser interest rates and other charges.
Liquidity Risk: Liquidity risk is the risk that the company may be unable to meet short term financial demands. This usually occurs
due to the inability to convert a security or hard asset to cash without a loss of capital or income in the process. The company
manages the liquidity risk by ensuring the availability of adequate funds at all times to meet its liability obligations on or before
the due dates.
Raw Material Availability and Price Fluctuations: Scarce availability and price-volatility in Company’s Basic Raw Materials - Copper,
Aluminium, Steel, and PVC etc. can severely impact the profits of the Company. To mitigate these risks, the Company inculcates
MOUs with its suppliers, price escalation clauses for large orders and hedges these raw-materials on the commodity exchange.

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Foreign Exchange Risk: Foreign exchange risk is a financial risk posed by an exposure to unanticipated changes in the exchange
rate between two currencies. Company may import a part of its raw materials, spare parts etc. and is also engaged in export of its
products. To mitigate this risk, the company resorts to forward booking were deemed appropriate.
Human Resource Risk: In the absence of quality human resources, the company may not be able to execute its growth plans. To
mitigate this risk, the company places due importance to its human capital assets and invests in building and nurturing a strong
talented pool to gain strategic edge and achieve operational excellence in all its goals.
DETAILS OF KEY FINANCIAL RATIOS

S. Particulars Standalone Explanations

No. 2023-24 2022-23
1. EBIDTA/Turnover (%) 11.83% 11.06% Higher Turnover results in better profit margin hence, EBIDTA
ratio has improved
2. Debtors Turnover Ratio 5.65 4.04 Realization from customer is better in current FY in comparison
to last year.
3. Inventory Turnover Ratio 4.14 2.48 Reduced the Inventories days in key raw materials resulting in
better Inventories turnover ratio
4. Interest Coverage Ratio 3.07 2.45 Higher profitability resulted in better Interest Coverage ratio
5. Current Ratio 1.15 1.23 Due to expansion in capacity the funds from internal accruals utilized
for capital expenditure. Hence current ration marginally declined.
6. Debt Equity Ratio 1.41 0.95 Increase in Borrowings due to capacity expansion has an impact
on this ratio.
7. Operating Profit Margin (%) 10.24% 10.03% Due to improved margin this ratio is better in comparison to last year.
8. Net Profit Margin (%) 4.76% 4.22% Due to improved margin this ratio is better in comparison to last year.
9. Return on net worth (%) 25.20% 13.11% Due to growth in profitability’s, this ratio has also positively impacted.
10. Book Value per share (Rs) 46.76 30.42 Healthy profitability resulted in healthy reserve, which has
improved book value per share.
11. Earnings Per Share (Rs) – Basic 11.79 2.19 Better profit, better EPS.
12. Earnings Per Share (Rs) – Diluted 11.79 2.19 Better profit, better EPS.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has implemented proper system for safeguarding the operations/business of the company, through which the
assets are verified and frauds, errors are reduced and accounts, information connected to it are maintained such, so as to timely
completion of the statements. The Company has adequate systems of Internal Controls commensurate with its size and operations
to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, reduction and detection of
fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information.
The company gets internal audit and verification done at regular intervals. The requirement of having internal auditor compulsory
by statue in case of listed and other classes of companies as prescribed shall further strengthen the internal control measures
of company.
DISCLOSURE OF ACCOUNTING TREATMENT
These Financial statements of the Company are prepared in accordance with India Accounting Standards, notified under section
133 of Companies Act, 2013 read along with Companies (Indian Accounting Standards) Rules, 2015 as amended and other
relevant provisions of the Act.
RISK MANAGEMENT
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, 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.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS FRONT
Your Company has undertaken employee’s development initiatives, which have very positive impact on the morale and team spirit
of the employees. The company has continued to give special attention to human resources and overall development.

Annual Report 2023-24 Page - 68

CAUTIONARY STATEMENT
Certain statements in the reports of the Board of Directors and Management’s discussions and analysis may be forward looking
statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those
expressed or implied since Company’s operations are influence by many external and internal factors beyond the control of the
Company. The Company assumes no responsibility to publicly amend, modify or revise any of these statements on the basis of
any subsequent Developments, information or events.
For and on behalf of the Board
V-Marc India Limited

Sd/- Sd/-
Vikas Garg Deepak Prabhakar Tikle
Place: Haridwar Managing Director Executive Director
Date: August 16, 2024 DIN : 05268238 DIN: 09756849

Page - 69 Annual Report 2023-24

 ANNEXURE – B TO DIRECTOR’S REPORT
NOMINATION & REMUNERATION POLICY FOR THE MEMBERS OF BOARD
INTRODUCTION / BACKGROUND / PURPOSE OF POLICY
The Board of Directors (the “Board”) of V-Marc India Limited (the” Company”) has adopted the following policy with regard to the
remuneration of Directors, in line with the requirements under the provisions of Section 197 and Section 198 of the Companies
Act, 2013 (“the Act”). The Board Remuneration Policy of the Company is prepared in accordance with the provisions of the Act
and rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and
circular and guidelines issued thereunder which deals with formation of Board Remuneration Policy (“the Policy”). The Board /
Nomination & Remuneration Committee will review and may amend this policy from time to time.
The objective of the Policy is to put in place a mechanism for determining the remuneration of Directors of the Company in terms
of the statutory and business requirements of the Company.
SCOPE
The scope of the Policy is to put in place a mechanism for determining the remuneration of Directors of the Company in terms of the
statutory and business requirements of the Company. The Nomination and Remuneration Committee (“N&RC”) shall recommend
to the Board of Directors of the Company for their approval the remuneration to be paid to Executive Directors including Whole-time
Director and Managing Director & CEO of the Company, remuneration to the Non-Executive Part-time Chairperson, remuneration
to the Non-Executive Directors
ROLES AND RESPONSIBILITIES
Role of CS team is as follows:
1. Preparation of Board Remuneration Policy for payment of remuneration to Executive Directors, Non-Executive Part-time
Chairperson and Non-Executive Directors and any revision in remuneration Policy
2. Preparation of Compensation & Benefits Policy (“C&B Policy”) which deals with the Compensation & Benefits of the
Managing Director & CEO and the Whole-time Directors. The remuneration of all the Executive Directors shall be governed
by the C&B Policy of the Company.
3. Intimate the Nomination and Remuneration Committee (“N&RC”) about the C&B Policy and about the Board Remuneration
Policy.
4. Taking into Consideration the recommendations given to the Board by N&RC Committee the remuneration to be paid to the
Executive Directors.
5. The remuneration payable to the directors of the company, shall at all times be determined, in accordance with the
provisions of Companies Act, 2013.
REMUNERATION OF THE DIRECTORS
The Company strives to provide fair compensation to directors, taking into consideration industry benchmarks, Company’s
performance vis-à-vis the industry, responsibilities shouldered, performance/ track record, macroeconomic review on remuneration
packages of heads of other organizations.
The remuneration payable to the directors of the company, shall at all times be determined, in accordance with the provisions of
Companies Act, 2013.
APPOINTMENT AND REMUNERATION OF MANAGING DIRECTOR AND WHOLETIME- DIRECTOR
The terms and conditions of appointment and remuneration payable to a Managing Director and Whole-time Director(s) shall be
recommended by the Nomination and Remuneration Committee to the Board for its approval which shall be subject to approval by
shareholders at the next general meeting of the Company and by the Central Government in case such appointment is at variance
to the conditions specified in Schedule V to the Companies Act, 2013. Approval of the Central Government is not necessary if the
appointment is made in accordance with the conditions specified in Schedule V to the Act.
In terms of the provisions of Companies Act, 2013, the Company may appoint a person as its Managing Director or Whole-time
Director for a term not exceeding 5 (years) at a time.
The executive directors may be paid remuneration either by way of a monthly payment or at a specified percentage of the net
profits of the Company or partly by one way and partly by the other.
The break-up of the pay scale, performance bonus and quantum of perquisites including, employer’s contribution to P.F, pension
scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee
and shall be within the overall remuneration approved by the shareholders and Central Government, wherever required.
While recommending the remuneration payable to a Managing/Whole-time Director, the Nomination and Remuneration Committee
shall, inter alia, have regard to the following matters:
• Financial and operating performance of the Company

Annual Report 2023-24 Page - 70

• Relationship between remuneration and performance
• Industry/Sector trends for the remuneration paid to executive directorate
Annual Increments to the Managing/ Whole Time Director(s) shall be within the slabs approved by the Shareholders. Increments
shall be decided by the Nomination and Remuneration Committee at times it desires to do so but preferably on an annual basis.
INSURANCE PREMIUM AS PART OF REMUNERATION
Where any insurance is taken by a company on behalf of its managing director, whole-time director, manager, Chief Executive
Officer, Chief Financial Officer or Company Secretary for indemnifying any of them against any liability in respect of any negligence,
default, misfeasance, breach of duty or breach of trust for which they may be guilty in relation to the company, the premium paid
on such insurance shall not be treated as part of the remuneration payable to any such personnel.
However, if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.
REMUNERATION OF INDEPENDENT DIRECTORS
Independent Directors may receive remuneration by way of
• Reimbursement of expenses for participation in the Board and other meetings
• Commission as approved by the Shareholders of the Company
Independent Directors shall not be entitled to any stock options.
Based on the recommendation of the Nomination and Remuneration Committee, the Board may decide the sitting fee payable to
independent directors. Provided that the amount of such fees shall not exceed the maximum permissible under the Companies
Act, 2013.
REMUNERATION TO DIRECTORS IN OTHER CAPACITY
The remuneration payable to the directors including managing or whole-time director or manager shall be inclusive of the
remuneration payable for the services rendered by him in any other capacity except the following:
a) the services rendered are of a professional nature; and
b) in the opinion of the Nomination and Remuneration Committee, the director possesses the requisite qualification for the
practice of the profession.
EVALUATION OF THE DIRECTORS
As members of the Board, the performance of the individual Directors as well as the performance of the entire Board and its
Committees is required to be formally evaluated annually.
Section 178 (2) of the Companies Act, 2013 also mandates the Nomination and Remuneration Committee to carry out evaluation
of every director’s performance.
In developing the methodology to be used for evaluation on the basis of best standards and methods meeting international
parameters, the Board / Committee may take the advice of an independent professional consultant.
NOMINATION AND REMUNERATION OF THE KEY MANAGERIAL PERSONNEL (OTHER THAN MANAGING/ WHOLE-TIME
DIRECTORS), KEY-EXECUTIVES AND SENIOR MANAGEMENT
The executive management of a company is responsible for the day-to-day management of company. The Companies Act, 2013
has used the term “key managerial personnel” to define the executive management.
The KMPs are the point of first contact between the company and its stakeholders. While the Board of Directors are responsible
for providing the oversight, it is the key managerial personnel and the senior management who are responsible for not just laying
down the strategies as well as its implementation.
The Companies Act, 2013 has for the first time recognized the concept of Key Managerial Personnel. As per section 2(51) “key
managerial personnel”, in relation to a company, means—
i) the Chief Executive Officer or the managing director or the manager;
ii) the whole-time director;
iii) the Chief Financial Officer;
iv) the company secretary;
v) such other officer, not more than one level below the directors who is in whole-time employment, designated as key
managerial personnel by the Board and
vi) such other officer as may be prescribed.
Among the KMPs, the remuneration of the CEO or the Managing Director and the Whole time Director(s), shall be governed by
the Section on REMUNERATION OF THE DIRECTORS of this Policy dealing with “Remuneration of Managing Director and Whole
time- Director”.

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Apart from the directors, the remuneration of
- All the Other KMPs such as the company secretary or any other officer that may be prescribed under the statute from time
to time; and
- “Senior Management” of the Company which here means, the core management team comprising of such members of
management as determined by the Company under Layer 1 of the System-Driven Disclosures in respect of Regulation 7(2)
(b) of PIT Regulations,
shall be determined by the Human Resources Department of the Company in consultation with the Managing Director and/ or the
Whole time Director Finance.
The remuneration determined for all the above said senior personnel shall be in line with the Company’s philosophy to provide fair
compensation to key - executive officers based on their performance and contribution to the Company and to provide incentives
that attract and retain key executives, in still a long-term commitment to the Company, and develop a pride and sense of Company
ownership, all in a manner consistent with shareholder interests.
The break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical
expenses, club fees etc. shall be decided by the Company’s HR department.
Decisions on Annual Increments of the Senior Personnel shall be decided by the Human Resources Department in consultation
with the Managing Director and/ or the Whole time Director Finance of the Company.
REMUNERATION OF OTHER EMPLOYEES
Apart from the Directors, KMPs and Senior Management, the remuneration for rest of the employees is determined on the basis of
the role and position of the individual employee, including professional experience, responsibility, job complexity and local market
conditions.
The Company considers it essential to incentivize the workforce to ensure adequate and reasonable compensation to the staff.
The Human Resources Department shall ensure that the level of remuneration motivates and rewards high performers who
perform according to set expectations for the individual in question.
The various remuneration components, basic salary, allowances, perquisites etc. may be combined to ensure an appropriate and
balanced remuneration package.
The annual increments to the remuneration paid to the employees shall be determined based on the annual appraisal carried out
by the HODs of various departments.
Decisions on Annual Increments shall be made on the basis of this annual appraisal.
GENERAL
This Policy shall apply to all future employment of Company’s Senior Management including Key Managerial Personnel and Board
of Directors.
Any or all the provisions of this Policy would be subject to the revision/ amendment in the Companies Act, 2013, related rules and
regulations, guidelines and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on the subject as may
be notified from time to time. Any such amendment shall automatically have the effect of amending this Policy without the need
of any approval by the Nomination and Remuneration Committee and/ or the Board of Directors.

Annual Report 2023-24 Page - 72

 ANNEXURE-C TO DIRECTOR’S REPORT
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub
section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm’s length basis.
All contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188
of the Companies Act, 2013 are at arm’s length basis.
2. Details of material contracts or arrangement or transactions at arm’s length basis: All the transactions were entered by
the Company in ordinary course of business and were in arm’s length basis:
1 Name of the Related party Vikas GargDeepak Rajkumar Ranjeet Meenakshi Kanchan
& nature of relationship Prabhakar Pandey Kumar Garg Gupta
Tikle Tibrewal
2 Nature of contracts / Remuneration Remuneration Sitting Sitting Sitting Remuneration
arrangements / transaction Paid Paid Fees Fees Fees Paid
3 Duration of the contracts / FY 2023-24 FY 2023-24 FY 2023-24 FY 2023-24 FY 2023-24 FY 2023-24
arrangements / transaction
4 Salient terms of the 1,44,00,000 28,80,000 1,50,000 1,25,000 1,50,000 1,42,000
contracts or arrangements
or transaction including the
value, if any
5 Date of approval by the 27.05.2023 27.05.2023 27.05.2023 27.05.2023 27.05.2023 27.05.2023
Board
6 Amount paid as advances, N.A N.A N.A N.A N.A N.A
if any

1 Name of the Anuj Rajan Kumar Vishnu V Marc V Marc V Marc V Marc
Related party Ahluwalia Sawarna Sharma Electricals Electricals Electricals Electricals
& nature of Pvt Limited Pvt Limited Pvt Limited Pvt Limited
relationship
2 Nature of Remuneration Remuneration Remuneration Given Sale of Purchase Job-work
contracts / Paid Paid Paid Office on Goods of Goods Charges
arrangements / Rent paid
transaction
3 Duration of FY 2023-24 FY 2023-24 FY 2023-24 FY 2023-24 FY 2023-24 FY 2023-24 FY 2023-24
the contracts /
arrangements /
transaction
4 Salient terms of 8,77,000 6,33,000 10,08,000 60,000 12,74,45,000 7,60,000 5,71,17,000
the contractsor
arrangements
or transaction
including the
value, if any
5 Date of 27.05.2023 27.05.2023 27.05.2023 27.05.2023 27.05.2023 27.05.2023 27.05.2023
approval by the
Board
6 Amount paid as N.A N.A N.A N.A N.A N.A N.A
advances, if any
The Company has entered into contracts or arrangements with related parties as referred to in Section 188(1) of the Companies
Act, 2013. However, all such transactions are entered into in the ordinary course of business and in the opinion of the Board all
such transaction are at arm’s length.
For and on behalf of the Board
V-Marc India Limited

Sd/- Sd/-
Vikas Garg Deepak Prabhakar Tikle
Place: Haridwar Managing Director Executive Director
Date: August 16, 2024 DIN : 05268238 DIN: 09756849

Page - 73 Annual Report 2023-24

 ANNEXURE-D TO DIRECTOR’S REPORT
ANNUAL REPORT ON CSR ACTIVITIES
[Pursuant to Section 135 of the Companies Act, 2013 (‘the Act’) & Rules made thereunder]
1. Brief outline on CSR Policy of the Company
This Policy which has been amended to incorporate the provisions of the Companies (Corporate Social Responsibility
Policy) Amendment Rules, 2021, aims to support various activities for betterment of the environment and living conditions
of the population directly or through recognized agencies / funds. Such activities will cover one or more of the CSR activities
laid down in Schedule VII of the Companies Act, 2013 as revised from time to time.
The Company has framed a CSR Policy in compliance with the provisions of the Act, which is available on the Company’s
website and the web link for the same is provided in this report.
2. Composition of CSR Committee as on March 31, 2024:
S. Name of Director Designation/Nature Number of meetings of CSR Number of meetings of CSR
No. of Directorship Committees held during the year Committee attended during the year
1. Mr. Deepak Prabhakar Tikle Executive Director 1 1
2. Mr. RajKumar Pandey Independent Director 1 1
3. Mr. Vikas Garg Managing Director 1 1
3. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the Company:
http://www.v-marc.com
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report):
In terms of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, the requirement of
conducting an impact assessment of its CSR Projects is not applicable to the Company.
5. Details of the amount available for set off in pursuance of sub-rule (3) of Rule 7 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any.
S. Financial Year Amount available for set-off from Amount required to be set-off for the
No. preceding financial years (in `) financial year, if any (in `)
N.A.
6. Average net profit of the Company as per Section 135(5) – Rs. 934.46 (Rs in Lakhs)
7. (a) Two percent of average net profit of the Company as per Section 135(5) – Rs.18.69 (Rs in Lakhs) /-
(b) Surplus arising out of the CSR projects or programs or activities of the previous financial years – N.A.
(c) Amount required to be set off for the financial year, if any – Rs.0/-
(d) Total CSR obligation for the financial year (7a+7b-7c) – Rs 18.69 (Rs in Lakhs)
8. (a) CSR amount spent or unspent for the financial year:
Total Amount Amount Unspent (in `)
Spent for the Total Amount transferred to Unspent Amount transferred to any fund specified under
Financial Year CSR Account as per Section 135(6) Schedule VII as per second proviso to Section 135(5)
(` in lakh) Amount Date of Transfer Name of Fund Amount Date of Transfer
Nil Nil ---- Nil ---- ----
(b) Details of CSR amount spent against ongoing projects for the financial year:

1 2 3 4 5 6 7 8 9 10 11
Sl. Name Item Local Location of Project Amount Amount Amount Mode of Mode of
No of the from the area the project duration allocated transferred transferred Implementation Implementation
Project list of (Yes/ (in for the to Unspent to Unspent - Direct - Through
activities No) years) project CSR CSR (Yes/No) Implementing
in (` in Account Account Agency
Schedule lakh) for the for the
project as project as
VII
per Section per Section
to the 135(6) 135(6)
Act (` in lakh) (` in lakh)
State District Name CSR
Registration
number
NOT APPLICABLE

Annual Report 2023-24 Page - 74

 (c) Details of CSR amount spent against other than ongoing projects for the financial year:
1 2 3 4 5 6 7 8
Sl. Name of Item from the Local Location of the project Amount Mode of Mode of Implementation -
No the list of activities area spent for implementation Through Implementing Agency
Project in Schedule VII (Yes/ the project - Direct
to the Act No) (` in lakh) (Yes/No)
State District Name CSR Registration
1. CSR Education and No Uttarakhand Rudrapur 2.00 No Shri Dudhia CSR00008559
Activities Promoting Baba Kanya
Gender Equality Chhatarawas
and empowering
women
2. CSR Rural No Uttarakhand Haridwar 62.00 No Nikhalus CSR00058935
Activities Development Organic
and Slum area Producers
Deveploment Federation

(d) Amount spent in administrative Overheads : Nil

(e) Amount spent on Impact Assessment, if Applicable : Nil
(f) Total amount spent for the Financial Year : Rs. 64.00 Lacs (8b+8c+8d+8e)
(g) Excess amount for set off, if any :

Sl. No. Particulars Amount (in Rs. lacs)

i Two percent of average net profit of the company as per section 135(5) 18.69
ii Total amount spent for the financial year 64.00
iii Excess amount spent for the financial year [(ii-(i)] 45.31
iv Surplus arising out of the CSR Projects or programmer’s or activities of the 0.00
previous financial years, if any
v Amount available for set off in succeeding financial years [(iii)-(iv)] 45.31

9. (a) Details of Unspent CSR amount for the preceding three financial years

Sl. Preceding Amount Amount Amount transferred to any fund specified Amount
No. Financial transferred to spent in the under Schedule VII as per Section 135(6), remaining to
Year Unspent CSR reporting if any be spent in
Account under Financial Year succeeding
Section 135(6) (in Lakh`) Name of Amount Date of Financial Years
(in `) the Fund (in `) transfer (in Lakhs`)
1 2018-19 --- Nil --- --- ---- 7.48
2 2019-20 --- 8.73 --- --- ---- 9.95
3 2020-21 --- 8.74 --- --- ---- 9.38
3 2021-22 --- 16.80 PM Care Fund 7.19 30-09-2021 Nil
4. 2022-23 - 14.50 - - - Nil
5. 2023-24 - 18.69 - - - Nil
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
1 2 3 4 5 6 7 8 9
Sl. Project Name Financial Project Total Amount Cumulative Status of
No. ID of the Year duration amount spent on the amount spent the project -
Project in which the (in years) allocated project in the at the end Completed/
project was for reporting of reporting Ongoing
commenced the project Financial Year Financial Year
(in `) (in `) (in `)
Not Applicable
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year:
(a) Date of creation or acquisition of the capital asset(s) – N.A.
(b) Amount of CSR spent for creation or acquisition of capital asset – N.A.

Page - 75 Annual Report 2023-24

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address
etc. – N.A.
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset)
– N. A.
11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per Section 135(5) –
N.A.
For and on behalf of the Board
V-Marc India Limited

Sd/- Sd/-
Vikas Garg Deepak Prabhakar Tikle
Place: Haridwar Managing Director Executive Director
Date: August 16, 2024 DIN : 05268238 DIN: 09756849

Annual Report 2023-24 Page - 76

 ANNEXURE E- TO DIRECTORS’ REPORT
Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the
financial year:
Non-Executive Directors Ratio to median remuneration *
Mr. Ranjeet Kumar Tibrewal -
Mrs. Meenakshi Garg -
Mr. Rajkumar Pandey -
* No remuneration was paid to non-executive directors except sitting fees.

Executive Directors Ratio to median remuneration

Mr. Vikas Garg 52.19.1
Mr. Deepak Prabhakar Tikle 10.12.1
b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company
secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer (CFO) and Company % increase in remuneration
Secretary (CS) in the financial year
Mr. Vikas Garg 0.00%
Mr. Deepak Prabhakar Tikle 14.63%
Mr. Ranjan Kumar Sawarna (CFO) (Resigned on 14.08.2023) 0.00%
Mr. Vishnu Sharma (CFO) (Appointed as on 26.08.2023 and resigned as on 09.04.2024) 0.00%
Mr. Anuj Ahluwalia 0.00%
c. The percentage increase in the median remuneration of employees in the financial year: 71.26% MEDIAN REMUNERATION
OF ALL EMPLOYEES
d. The number of permanent employees on the rolls of Company: 227
e. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average increase in remuneration of Managerial Personnel 10.06%

Average increase in remuneration of employees other than the Managerial Personnel 6.60%

f. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirmed that the remuneration is as per the remuneration policy of the Company.
g. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as under:-
Particulars of top employee in terms of remuneration drawn, as on March 31, 2024:
S. Name of Designation Remuneration Nature of Qualification Experience DOJ Age Previous
No. Employee (`in lacs) employment (in Years) (Years) Employment &
Designation
1 Vikas Garg Managing 144.00 Permanent M.B.A 23 04-03-2014 46 -
Director
2 Deepak Executive 28.80 Permanent M.B.A 33 01-10-2022 59 HPL Electric &
Prabhakar Director (Appointed Power Noida-
Tikle as Head Sales
(Appointed Execuive & Marketing
w.e.f Director (Domestic
02.11.2022) w.e.f Products
02.11.2022) & Modular
Switches.)-
Based at Noida.
3. Suresh GM-Quality & 14.49 Permanent Diploma in 33 01-10-2010 59 Ever Shine
Chandra Controls Engineering Electrical Works
Chandola (Ecko Cable)-
Testing Engineer

Page - 77 Annual Report 2023-24

 4. Neeraj Zonal 13.43 Permanent M.B.A 23 06-10-2014 50 Finolex Cable
Kumar Manager-Sales Private Limited-
Khatod & Marketing Deputy Manager
5. Ranjan Chief Financial 6.33 Permanent Cost 23 20-06-2017 54 Greenply
Kumar Officer Accountant Industries Ltd-
Sawarna* Commercial
Manager
6. Gyan Legal Head & 8.78 Permanent LLB, M.Com 28 21-11-2016 56 Marine Frontiers
Prakash Vice-President- Private Limited-
Sharma Commercial CFO
& Business
Development
7. Vijay Bhatt GM-Sales & 13.82 Permanent Graduate 23 01-11-2010 55 Kalinga Cable-
Marketing Head Marketing

8. Qurban RM-Sales & 11.14 Permanent B. Com 23 16-08-2019 51 Gupta Power

Ahmad Marketing Infrastructure
Khan Ltd.
9. Brij Mohan Senior 10.43 Permanent Graduate 25 01-04-2021 57 Asian Wires
Garg Manager- & Cables
Production Industries
# All employees are on roll basis except resigned
*Mr Rajan Kumar Sawarna resigned from the post of chief financial officer w.e.f. 14.08.2023
Note:
1. Remuneration includes Basic Salary, Allowances, Taxable value of perquisites calculated in accordance with the
Income Tax, 1961 and Rules made thereunder.
2. None of the employees, except Mr. Vikas Garg own more than 2% of the outstanding shares of the Company as on
March 31, 2024.
3. None of the employee is a relative of any director or manager of the company except Mr. Vikas Garg who is the
Husband of Mrs. Meenakshi Garg (Non-executive Director)
PARTICULARS OF EMPLOYEES AS ON MARCH 31, 2024
A Employed throughout the financial year under review and were in receipt of remuneration for the year which, in the
aggregate was not less than Rs. 1,02,00,000/- per annum:-
S. Name / Age Qualification/ Remuneration Date of Previous Shareholding in the
No. Designation/ (Years) Experience Joining employment & Company in Number
Nature of Duties (in years) designation & Percentage
1 Vikas Garg 46 23 1,44,00,000 04-03-2014 NIL 55.26%
Managing Director
B Employed for the part of the financial year and was in receipt of remuneration which in the aggregate was not less than
Rs.8,50,000/- per month :-

S. Name / Age Qualification/ Remuneration Date of Previous Shareholding in the

No Designation/ (Years) Experience Joining employment & Company in Number
Nature of Duties (In years) designation & Percentage
NIL NIL NIL NIL NIL NIL NIL NIL

For and on behalf of the Board

V-Marc India Limited

Sd/- Sd/-
Vikas Garg Deepak Prabhakar Tikle
Place: Haridwar Managing Director Executive Director
Date: August 16, 2024 DIN : 05268238 DIN: 09756849

Annual Report 2023-24 Page - 78

 ANNEXURE- F TO DIRECTOR’S REPORT
FORM NO. MR-3
Secretarial Audit Report
For the Financial Year Ended March 31, 2024
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]
To,
The Members
V-Marc India Limited
(Formerly known as Asian Galaxy Private Limited)
Plot No. 3, 4, 18, 20A, Sector IIDC, SIDCUL,
Haridwar - 249403
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by M/S V-MARC INDIA LIMITED (Formerly known as Asian Galaxy Private Limited) (“the Company”). Secretarial Audit
was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct
of a secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended
on 31st March 2024 (“audit period”) complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on 31st March 2024 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the
Audit Period)
(v) The following Regulations and Guidelines are prescribed under the Securities and Exchange Board of India Act, 1992.
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
c. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(Not applicable to the Company during the Audit Period)
f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2021; (Not applicable
to the Company during the Audit Period)
g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client; (Not Applicable as the Company is not a registered Registrar
to an Issue or Transfer Agent during the Financial Year under review)
h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; ; (Not applicable to the
Company during the Audit Period) and
i. The Securities and Exchange Board of India (Buy back of Securities) Regulations, 2018. (Not applicable to the
Company during the Audit Period)
j. As informed by the Management, there are no other laws that are applicable specifically to the company
(vi) The Company has identified the following law applies specifically to the Company:
a. The Bureau of Indian Standards Act, 2016;
b. Factories Act, 1948;
c. Environment Protection Act, 1986 and the rules made thereunder;
d. Other Labour laws & taxation laws;

Page - 79 Annual Report 2023-24

We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India to the extent applicable.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc.
We further report that
The Board of Directors of the Company is duly constituted with the proper balance of Executive Directors and Non-Executive
Directors, Independent Directors, and a Women Director. The changes in the composition of the Board of Directors that
took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent
at least seven days in advance and in case of shorter notice, compliance as required under the act has been made by the
Company and a system exists for seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the
meetings of the Board of Directors or Committee of the Board, as the case may be.
There are adequate systems and processes in the Company commensurate with the size and operations of the Company
to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with National Stock Exchange Limited (Emerge-SME Platform);
We further report that during the audit period the specific events that took place which are as follows:
i. Mr. Mukesh Bansal who hold the post of Independent Director has been resigned from the Company Directorship w.e.f. 26th
April, 2023.
ii. Ms. Kanchan Gupta who held the post of Company Secretary & Compliance Officer has resigned from the Company
Secretary post of the Company with effect from 27th April, 2023.
iii. In the Board of Directors at their meeting held on April 26, 2023 has appointed Mr. Ranjeet Kumar Tibrewal as Additional
Non-Executive Independent Director of the Company for a period of 5 (five) years effective from April 27, 2023
iv. Mr. Anuj Ahluwalia has been appointed as Company Secretary & Compliance Officer of the Company with effect from 27th
April, 2023 in the board meeting held on 27th May, 2023.
v. Mr. Ranjan Kumar Sawarna has tendered his resignation from the Post of the Chief Financial Officer (CFO) of the Company
w.e.f 14th August, 2023
vi. Mr. Vishnu Sharma has been appointed as Chief Financial Officer (CFO) and KMP of V-Marc India Limited (“the Company”),
on or before August 25, 2023, as recommended by the Nomination and Remuneration Committee and based on approval
of the Audit Committee of the Company. The Board approved the same at its meeting held on 18th August, 2023.
vii. “During the year, Mr. Vikas Garg, Director has received an Interim Ex-Parte Order dated 28th February, 2024 from Securities
and Exchange Board of India (SEBI) in his individual capacity in respect of alleged manipulative trading in scrip of M/s
V-Marc India Limited. Since the order is passed against the Director in his individual capacity and he has filed an appeal in
Hon’ble Securities Appellate Tribunal (Appeal No. 236 of 2024) against the order and the same is pending till date.”
This report is to be read with our letter of even date which is annexed as Annexure A and form an integral part of this report.

For Ashish Sehrawat & Associates

Company Secretaries

CS Ashish Sehrawat
Membership Number–51861
COP No. –22005
UDIN: A051861F000726887
Peer Review Cer. No. 2226/2022

Date: 12/07/2024
Place: New Delhi

Annual Report 2023-24 Page - 80

 ANNEXURE-A
To
The Members
V-Marc India Limited
(Formerly known as Asian Galaxy Private Limited)
Plot No. 3, 4, 18, 20a, Sector IIDC, SIDCUL,
Haridwar - 249403.
Our report of even date is to be read along with this letter.
1) The maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verifications were done on test basis to ensure that correct
facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable
basis for our opinion for issue of Secretarial Audit Report.
3) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4) Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5) Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
the management. Our examination was limited to the verification of procedures on a test basis.
6) The secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.

For Ashish Sehrawat & Associates.

Company Secretaries

CS Ashish Sehrawat
Membership Number – 51861
COP No. – 22005
UDIN: A051861F000726887
Peer Review Cer. No. 2226/2022

Date: 12/07/2024
Place: New Delhi

Page - 81 Annual Report 2023-24

 Compliance Certificate
[Under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
I, Vikas Garg, Managing Director of V-Marc India Limited certify that:
(a) I have reviewed financial statements and the cash flow statement for the year ended 31st March, 2024 and that to the best
of their knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
(ii) these statements together present a true and fair view of the listed entity’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
(b) To the best of my knowledge and belief, no transactions entered into by the listed entity during the year ended 31st March,
2024 which are fraudulent, illegal or violative of the listed entity’s code of conduct.
(c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated
the effectiveness of internal control systems of the listed entity pertaining to financial reporting and they have disclosed to
the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which they
are aware and the steps they have taken or propose to take to rectify these deficiencies.
(d) (i) There have not been significant changes in internal control over financial reporting during the year;
(ii) There have been no significant changes in accounting policies during the year; and
(ii) I am not aware of any instance during the year of significant fraud with involvement therein, if any, of the management
or an employee having a significant role in the Company’s internal control system over financial reporting.
Sd/-
Vikas Garg
Place: Haridwar Managing Director
Date: 5th July, 2024 DIN :05268238

Annual Report 2023-24 Page - 82

 FINANCIAL SECTION
Independent Auditor’s Report 84
Balance Sheet 91
Statement of Profit and Loss 92
Cash Flow Statement 93
Notes 94

Page - 83 Annual Report 2023-24

 INDEPENDENT AUDITOR’S REPORT
To
The Members
V-Marc India Limited
Plot No. 3, 4, 18 & 20A
Sector IIDC Sidcul
Haridwar, 249403
Uttarakhand
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
We have audited the financial statements of V-MARC INDIA LIMITED (“the Company”), which comprise the balance sheet as
at 31st MARCH 2024, and the statement of Profit and Loss , statement of changes in equity and statement of cash flow for the
period ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory
information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements
give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and profit/loss, changes in
equity and its cash flows for the period ended on that date.
BASIS FOR OPINION
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies
Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
INFORMATION OTHER THAN FINANCIAL STATEMENTS AND AUDITOR REPORTS THEREON
The Company’s Board of Directors is responsible for the other information. The other information comprises the information
included Report of the Directors and the following Annexures thereto (namely Management Discussion and Analysis, Report
on Corporate Governance, Annual Report on Corporate Social Responsibility Activities, Form AOC – 1, Conservation of energy,
Technology Absorption and Exchange Earnings and Outgo), but does not include the financial statements and our auditor’s
report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
RESPONSIBILITIES OF MANAGEMENT FOR THE FINANCIAL STATEMENTS
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”)
with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial
performance, and cash flows of the Company in accordance with the accounting principles generally accepted in India, including
the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Annual Report 2023-24 Page - 84

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion
on whether the company has adequate internal financial controls system in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in:
(i) planning the scope of our audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in
our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure A”, a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2 As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31st March, 2024 taken on record
by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a
director in terms of Section 164 (2) of the Act.

Page - 85 Annual Report 2023-24

 f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over
financial reporting.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance
with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Financial
Statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund
by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the
notes to the accounts, no funds (which are material either individually or in the aggregate) have
been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign
entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in
the notes to accounts, no funds (which are material either individually or in the aggregate) have
been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall,
directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that has been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.
v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for
the year.
vi. Based on our examination which included test checks, the company has used an accounting software for
maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant transactions recorded in the software.
Further, during the course of our audit we did not come across any instance of audit trail feature being
tampered with. Additionally, the audit trail has been preserved by company as per the statutory requirements
for record retention.
For Rajeev Singal& Co.
Chartered Accountants
FRN:-008692C

(CA Sunil Kumar )

Partner
M.No:- 408730

Place: Haridwar
Date : 07th May, 2024
UDIN: 24408730BKEOJA8851

Annual Report 2023-24 Page - 86

ANNEXURE A” TO THE INDEPENDENT AUDITORS’ REPORT
With reference to the Annexure A referred to in the Independent Auditor’s Report to the members of the Company on the financial
statements for the year ended 31 March 2024, we report the following:
i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation
of Property & Plant & Equipment and Capital Work in progress and Intangible Assets.
(b) The fixed assets have been properly verified by the management at reasonable intervals by the management and no
material discrepancies were noticed on such verification.
(c) The title deeds of immovable properties are held in the name of the company.
(d) The Company has not revalued any of its property, plant and equipment (including Right of Use assets) and
intangible assets during the year.
(e) No proceedings have been initiated during the year or are pending against the Company as at 31st March, 2024 for
holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules
made thereunder.
ii) (a) The inventories were physically verified during the year by the Management at reasonable intervals. In our opinion
and according to the information and explanations given to us, the coverage and procedure of such verification
by the Management is appropriate having regard to the size of the Company and the nature of its operations.
No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical
verification of inventories when compared with books of account.
(b) According to the information and explanations given to us, the Company has been sanctioned working capital limits
in excess of Rs. 5 crores, in aggregate, at points of time during the year, from banks or financial institutions on the
basis of security of current assets. In our opinion and according to the information and explanations given to us, the
quarterly returns and statements comprising (stock statements, book debt statements, and statements on ageing
analysis of the debtors) filed by the Company with such banks or financial institutions are in agreement with the
unaudited books of account of the Company, of the respective quarters.
iii) The Company has not made any investments in, provided any guarantee or security, and granted any loans or advances in
the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during
the year, and hence reporting under clause (iii) of the Order is not applicable.
iv) According to information and explanations given to us the Company has not granted any loans, secured or unsecured to
companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under section 189 of the
Act. Accordingly, the provisions of clause (iv) of the Order are not applicable to the Company and hence not commented upon.
v) In our opinion and according to the information and explanations given to us, the Company has not complied with the
provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014, as amended, with regard to the deposits accepted in the nature of advance from customers lying
unadjusted over one year.
vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies
Act, 2013 We have broadly reviewed the books of accounts maintained by the Company pursuant to the Companies (Cost
Records and Audit) Rules, 2014, as amended, prescribed by the Central Government for maintenance of cost records under
Section 148(1) of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been
made and maintained by the Company. We have, however, not made a detailed examination of the cost records with a view
to determine whether they are accurate or complete.
vii) (a) In respect of statutory dues: Undisputed statutory dues, including goods and services tax, provident fund, employees’
state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and
other material statutory dues applicable to the Company have generally been regularly deposited by it with the
appropriate authority. There were no undisputed amounts payable in respect of goods and services tax, provident
fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added
tax, cess and other material statutory dues in arrears as at 31st March, 2024 for a period of more than six months
from the date they became payable.
(b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on 31st March, 2024
on account of any dispute are given below:
Name of the Statute Nature of the Amount(Rs.) Period to which the Forum where the dispute is
dues amount relates pending
Income Tax Act, 1961 Income Tax Rs. 3,17,55,710 AY 2023 154 Application is pending at CPC
Income Tax Act, 1961 Income Tax Rs. 35,320 AY 2018 --Do--
Income Tax Act, 1961 Income Tax Rs. 53,620 AY 2019 --Do--
Income Tax Act, 1961 Income Tax Rs. 16,86,540 AY 2021 --Do--

Page - 87 Annual Report 2023-24

viii) There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the
tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.
ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the
repayment of dues to banks/ financial institutions or from the government. The Company has not issued any debentures
during the year.
x) a) During the previous year company has not raised any money by way of initial public offer or further public offer.
b) During the year the Company has not made any preferential allotment or private placement of shares or convertible
debentures (fully or partly or optionally) and hence reporting under clause (x)(b) of the Order is not applicable to the
Company.
xi) To the best of our knowledge no fraud by the Company or no material fraud on the Company has been noticed or reported
during the year.
xii) To the best of our knowledge, no report under sub-section (12) of section 143 of the Companies Act has been filed in Form
ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the
year and up to the date of this report.
xiii) As represented by the Management, there was no whistle blower complaints received by the Company during the year and
up to the date of this audit report.
xiv) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2020 Order is not applicable
xv) In our opinion the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for
all transactions with the related parties and the details of related party transactions have been disclosed in the financial
statements etc as required by the applicable accounting standards.
xvi) a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of
the entity.
b) We have considered, the internal audit reports issued to the Company during the year and covering the period up to
March, 2024.
xvii) In our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons
connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
xviii) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 Hence, reporting
under clause (xvi)(a), (b) and (c) of the order is not applicable.
xix) The Company has not incurred any cash losses during the financial year covered by our audit and in the immediately
preceding financial year.
xx) There has been no resignation of the statutory auditors of the Company during the year.
xxi) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected
dates of realization of financial assets and payment of financial liabilities (Asset Liability Maturity (ALM) pattern), other
information accompanying the financial statements and our knowledge of the Board of Directors and Management plans
and based on our examination of the evidence supporting the assumptions, we are of the opinion that material uncertainty
does not exists as on the date of the audit report that Company may not be capable of meeting its liabilities existing at the
date of balance sheet as and when they fall due within a period of one year from the balance sheet date.
xxii) The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there is no unspent
CSR amount for the year requiring a transfer to fund. Specified in Schedule VII of the act or Special A/C in compliance with
provision of sub section 6 of Section 135 of the Companies Act, 2013. Accordingly reporting under Clause 3 xx of the order
not applicable for the year.
For Rajeev Singal& Co.
Chartered Accountants
FRN:-008692C

(CA Sunil Kumar )

Partner
M.No:- 408730

Place: Haridwar
Date : 07th May, 2024
UDIN: 24408730BKEOJA8851

Annual Report 2023-24 Page - 88

 “ANNEXURE B” TO THE INDEPENDENT AUDITORS’ REPORT
REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE
COMPANIES ACT, 2013 (“THE ACT”)
We have audited the internal financial controls over financial reporting of V MARC INDIA LIMITED (“the Company”) as of March
31, 2024 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date.
MANAGEMENT`S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS
The Company’s management is responsible for establishing and maintaining internal financial controls based on Guidance
Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India
.These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information, as required under the Companies Act,2013.
AUDITORS’ RESPONSIBILITY
Our responsibility is to express an opinion on the Company’s internal financial controls over the financial reporting based on
our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section
143(10) of the Companies Act, 2013 to the extent applicable to an audit of internal financial controls, both applicable to an
audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether adequate internal financial controls over financial reporting was established and maintained and if such controls
operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over
financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company`s internal financial controls system over financial reporting.
MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and
procedures that
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorities of management and directors of the company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the financial statements.
INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
Because of the inherent limitations of the internal financial controls over financial reporting, including the possibility of collusion
or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting may become inadequate because of the changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Page - 89 Annual Report 2023-24

OPINION
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting
and such internal financial controls over financial reporting were operating effectively as at March 31,2024, based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.

For Rajeev Singal& Co.

Chartered Accountants
FRN:-008692C

(CA Sunil Kumar )

Partner
M.No:- 408730

Place: Haridwar
Date : 07th May, 2024
UDIN: 24408730BKEOJA8851

Annual Report 2023-24 Page - 90

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
BALANCE SHEET AS AT 31ST MARCH 2024
Amount in Rs In Lacs
PARTICULARS NOTE As on March As on March
31, 2024 31, 2023
I Equity & Liabilities:-
1)Shareholder’s Funds
(a) Share Capital 2 2,278.57 2,278.57
(b) Reserves and Surplus 3 8,373.49 5,690.58
10,652.06 7,969.15
2) Share Application Money pending Allotment

3) Non-Current Liabilities
(a) Long Term Borrowings 4 5,271.45 2,193.66
(b) Deferred Tax Liabilities (Net) - -
(c) Other Long Term Liabilities 5 778.83 352.79
(d) Long Term Provisions 6 76.51 69.50
6,126.78 2,615.95
4) Current Liabilities
(a) Short Term Borrowings 7 8,778.83 5,373.50
(b) Trade Payables 8
Total outstanding dues of Micro, Small and Medium Enterprises; and 8.47 2.68
Total outstanding dues of Creditors other than Micro, Small and Medium Enterprises 15,434.26 6,860.44
(c) Other Current Liabilities 9 3,499.76 1,458.50
(d) Short Term Provisions 10 917.26 343.47
28,638.57 14,038.58
Total Rs. 45,417.42 24,623.68
II.Assets
1) Non-Current Assets:
(a) Property, Plant & Equipments and Intangible Assets 11
(i) Property, Plant and Equipment 9,744.86 5,492.64
(ii) Intangible Assets - -
(iii) Capital work-in-progress 2,572.41 1,505.65
(iv) Intangible assets under development - -
(b) Non-current Investments - -
(c) Deferred Tax Assets (Net) 12 8.53 25.07
(d) Long Term Loan & Advances 13 22.51 212.10
(e) Other Non-current Assets 14 212.59 105.65
12,560.90 7,341.11
2) Current Assets
(a) Current Investments - -
(b) Inventories 15 12,597.72 8,450.86
(c)Trade Receivables 16 14,387.90 5,606.86
(d) Cash and Cash Equivalents 17 28.27 10.08
(e) Short-term Loans and Advances 18 1,478.58 662.02
(f) Other Current Assets 19 4,364.06 2,552.75
32,856.52 17,282.57
Total Rs. 45,417.42 24,623.68
The Accompanying Notes (1-34) are integral part of these financial statements

As per Our Separate Report of Even date. For & on behalf of the Board of Directors
For Rajeev Singal & Co of V- Marc India Limited
Chartered Accountants

(CA Sunil Kumar ) Deepak Prabhakar Tikle Vikas Garg

Partner Executive Director Managing Director
M No 408730 DIN- 09756849 DIN- 05268238
FRN: 008692C

Date: 07th May, 2024

Place: Haridwar Anuj Ahluwalia Beer Singh Rana
UDIN: 24408730BKEOJA8851 Company Secretary Sr. Manager Accounts

Page - 91 Annual Report 2023-24

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDING 31ST MARCH 2024
Amount in Rs. in Lacs
NOTE For the Year Ended
PARTICULARS March 31, March31,
2024 2023
I Revenue from operations 20 56,472.92 24,728.88
II. Other Income 21 105.96 256.07
III Total Income (I+II) 56,578.88 24,984.95

IV Expenses:
Cost of Raw Materials Consumed 22 43,758.16 19,715.50
Purchase of Traded Goods 23 1,774.75 206.61
Changes in inventories of FG, WIP and Stock-in-Trade 24 (1,968.20) (900.32)
Employee benefit expenses 25 1,998.24 1,060.48
Financial costs 26 2,177.68 1,116.74
Depreciation and amortization expenses 27 900.82 255.10
Other expenses 28 4,333.87 2,168.05
Total Expenses (IV) 52,975.34 23,622.17

V Profit before exceptional and extraordinary items and tax (III-IV) 3,603.55 1,362.78
VI Exceptional Items - -
VII Profit before extraordinary items and tax (V-VI) 3,603.55 1,362.78
VIII Extraordinary Items - -
IX Profit before tax (VII-VIII) 3,603.55 1,362.78

X Tax Expenses
(i) Current Taxes 901.70 301.72
(ii) Deferred Tax 16.54 16.51
XI Profit(Loss) for the period from continuing operations (IX-X) 2,685.30 1,044.55
XII Profit(Loss) from the period from discontinuing operations - -
XIII Tax Expense of discontinuing operations - -
XIV Profit(Loss) from the period from discontinuing operations after Tax (XII-XIII)
XV Profit/(Loss) for the period (XI+XIV) 2,685.30 1,044.55
XVI- Earning per Equity Share
Basic 11.79 4.58
Diluted 11.79 4.58

The Accompanying Notes (1-34) are integral part of these financial statements

As per Our Separate Report of Even date. For & on behalf of the Board of Directors
For Rajeev Singal & Co of V- Marc India Limited
Chartered Accountants

(CA Sunil Kumar ) Deepak Prabhakar Tikle Vikas Garg

Partner Executive Director Managing Director
M No 408730 DIN- 09756849 DIN- 05268238
FRN: 008692C

Date: 07th May, 2024 Anuj Ahluwalia Beer Singh Rana

Place: Haridwar Company Secretary Sr. Manager Accounts

Annual Report 2023-24 Page - 92

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2024
Amount in Rs, in Lacs
Particulars As on March As on March
31, 2024 31, 2023
Cash Flow from Operating Activities
Profit/(Loss) Before Extraordinary Losses & Tax 3,603.55 1,362.78
Adjustment for
Depreciation 900.82 255.10
Finance Cost 1,870.55 959.50
Adjustment for tax (2.39) (7.46)
Non Operating Income (67.76) (254.62)
Operating cash flow before working capital changes 6,304.77 2,315.30
Decrease(Increase) in Other Current Assets
Inventories (4,146.85) (1,592.20)
Trade Receivables (8,781.04) 1,033.71
Short Loans & Advances (816.56) 207.54
Other Current Assets (1,811.31) (1,806.72)
Other Non Current Assets (106.93) 111.89
(Decrease)Increase in Current Liabilities/Non Current Liability
Trade Payables 8,579.61 3,075.93
Other Current Liabilities 2,041.26 (1,129.45)
Short term Provisions 573.79 171.67
Short term borrowings 3,405.33 942.10
Other Long term Liability 426.04 333.06
Other Long term Provisions 7.01 9.40
(629.67) 1,356.92
Cash flow from Extraordinary items - -
Cash generated from operations 5,675.10 3,672.22
Income Tax Paid 901.70 301.72
Cash Flow from Operating activities (A) 4,773.39 3,370.50
Cash Flow from Investing activities
Non-Operating Income 67.76 254.62
Purchase of Property Plant & Equipment (6,211.22) (5,171.44)
Decrease in Depreciation Reserve (8.58) -
Sale/(Purchase) of Property Plant & Equipment
Increase/(Decrease) in Long Term Loan & Advances 189.59 1,586.92
Increase in Non Current Investment/Assets
Net Cash from Investing activities (B) (5,962.46) (3,329.90)
Cash Flow from Financing activities
Proceeds from Share Application Money - -
Proceeds from Share Capital - -
Proceeds/(Repayment) from/to Long term borrowings (Net) 3,077.79 912.96
Proceeds from security Premium - -
Finance Cost (1,870.55) (959.50)
Net Cash Flow from Financing activities (C) 1,207.24 (46.54)
Net Increase in Cash & Cash Equivalents(A+B+C) 18.18 (5.94)
Cash & Cash Equivalents (Refer Note 17)
- At the beginning of the year 10.08 16.03
- At the end of the year 28.27 10.08
The Accompanying Notes (1-36) are integral part of these financial statements
As per Our Separate Report of Even date. For & on behalf of the Board of Directors
For Rajeev Singal & Co of V- Marc India Limited
Chartered Accountants

(CA Sunil Kumar ) Deepak Prabhakar Tikle Vikas Garg

Partner Executive Director Managing Director
M No 408730 DIN- 09756849 DIN- 05268238
FRN: 008692C

Date: 07th May, 2024 Anuj Ahluwalia Beer Singh Rana

Place: Haridwar Company Secretary Sr. Manager Accounts

Page - 93 Annual Report 2023-24

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
NOTE NO. 1
NOTES FORMING PART OF THE BALANCE SHEET AS ON 31ST MARCH 2024 AND PROFIT AND LOSS ACCOUNT FOR THE
YEAR ENDING 31ST MARCH 2024
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
Corporate Information
The Company was incorporated on March 4th, 2014. The Company is engaged in the Manufacturing of PVC Insulated Wires & Cables.
SIGNIFICANT ACCOUNTING POLICIES
1. Use of Estimates
The preparation of Summary Financial Information in conformity with GAAP requires that the management of the Company
to make estimates and assumptions that affect the reported amounts of income and expenses of the period, the reported
balances of assets and liabilities, and the disclosures relating to contingent liabilities as of the date of the financial
statements. Examples of such estimates include the useful lives of property, plant, and equipment and intangible assets,
provision for doubtful debts/ advances, future obligations in respect of retirement benefit plans, etc. The difference, if any,
between the actual results and estimates is recognized in the period in which the results are known.
2. Accounting Assumptions: -
(i) Going Concern: -
The enterprise is normally viewed as a going concern, that is, as continuing in operation for the foreseeable future.
It is assumed that the enterprise has neither the intention nor the necessity of liquidation or of curtailing materially
the scale of the operations.
(ii) Consistency: -
It is assumed that accounting policies are consistent from one period to another.
(iii) Accrual: -
Revenues and costs are accrued, that is, recognized as they are earned or incurred (and not as money is received
or paid) and recorded in the financial statements of the periods to which they relate. (The considerations affecting
the process of matching costs with revenues under the accrual assumption are not dealt with in this statement.)
3. Valuation of inventories
The stock of Finished goods are valued at a lower of Cost of material consumed plus manufacturing expenses incidental
thereto or market value. Scrap is valued lower at cost or market value.
4. Cash Flow Statements
Cash flows are reported using the indirect method as set out in Accounting Standard -3 on the cash flow statement issued
by the Institute of Chartered Accountants of India.
5. Depreciation and amortization
The depreciable amount for assets is the cost of an asset or other amount substituted for cost, less its estimated residual
value. Depreciation on tangible fixed assets has been provided on the Written Down Value (WDV) method as per the useful
life prescribed in Schedule II to the Companies Act, 2013.
6. Revenue Recognition

Revenue is recognized to the extent it is possible that economic benefits will flow to the company and the revenue
can be reliably measured and there is reasonable certainty regarding ultimate collection.

Revenue from the sale of materials/ products is recognized on a transfer of all significant risks and rewards of
ownership of the goods to the customers, which generally coincides with the dispatch of goods. Sales are stated
exclusive of Goods & Service Tax and netted of trade discounts, and sales returns.

Interest income is recognized on a time proportionate basis taking into account the amount outstanding and the
rate applicable.

Revenue in respect of other income is recognized when no significant uncertainty as to its determination or
realization exists.
7. Property, Plant and Equipment
Property, plant, and equipment are stated at cost less accumulated depreciation and accumulated impairment (if any).
The cost of a property, plant, and equipment comprises its purchase price and any attributable to the cost of bringing the
asset to its working condition for its intended use. Expenditure on addition, improvements and renewals are capitalized
and expenditure for maintenance and repair is charged to Profit and Loss account.
8. Earnings per Share
Basic Earnings per Share is calculated by dividing the net profit after tax for the year attributable to Equity Shareholders
of the Company. Diluted earnings per share is calculated by dividing net profit attributable to equity shareholders (after
adjustment for diluted earnings) by average number of weighted equities share outstanding at the end of the year.

Annual Report 2023-24 Page - 94

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
9. Taxes on Income
Tax expenses comprise of current and deferred tax
Current tax is measured at the amount expected to be paid on the basis of relief and deductions available in accordance
to the provisions of 115BAA of the Income Tax Act, 1961 w.e.f. FY 2019-20. The company has an irrevocable option of
shifting to lower tax rates along with the consequent reduction in certain tax incentives including lapse of accumulated
MAT Credit.
Deferred income tax reflects the impact of the current year’s reversible timing differences between the taxable income
and accounting income for the Year and the reversal of timing differences of the earlier Year. Deferred tax is measured
based on the tax rates and tax laws enacted or substantively enacted as at the balance sheet date. Deferred tax assets are
recognized only to the extent there is virtual certainty that sufficient future taxable income will be available against which
such deferred tax assets can be realized.
10. Impairment of Assets
An Asset is considered as impaired in accordance with AS -28 “Impairment of Assets” when at the balance sheet date
there are indications of impairment and the carrying amount of the asset, or where applicable the cash-generating unit to
which the assets belong, exceeds its recoverable amount (i.e., the higher of the assets net selling price and value in use).
In assessing the value in use, the estimated future cash flows expected from the continuing use of the asset and from
its ultimate disposal are discounted to their present values using a predetermined discount rate. The carrying amount is
reduced to the recoverable amount and the reduction is recognized as an impairment loss in the profit and loss account.
11. Provision of Contingent Liabilities
Contingent Liabilities as defined in AS 29 on “Provision, Contingent Liabilities and Contingent Assets” are disclosed here.
Provision is made if it becomes probable that an outflow of future economic benefits will be required for an item previously
dealt with as a contingent liability.
Provisions are recognized when the Company has a present obligation as a result of past events and it is more likely that an
outflow of resources will be required to settle the obligations and the amount has been reliably estimated. Such provisions
are not discounted to their present value and are determined based on the management’s estimation of the obligation
required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to
reflect management’s current estimates.
Contingent liabilities
A disclosure for a contingent liability is made where it is more likely than not that a present obligation or possible obligation
may result in or involve an outflow of resources. When no present or possible obligation exists and the possibility of an
outflow of resources is remote, no disclosure is made.
Contingent assets
Contingent assets are neither recorded nor disclosed in the financial statements.
12. Retirement Benefits to Employees
Short term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee
benefits. Benefits such as salaries, wages, and bonus etc. are recognized in the Statement of Profit and Loss in the period
in which the employee renders the related service.
Long term employee benefits
i) Defined contribution plan:
Provident fund and employees’ state insurance schemes:
All employees of the Company are entitled to receive benefits under the Provident Fund, which is a defined
contribution plan. Both the employee and the employer make monthly contributions to the plan at a predetermined
rate (presently 12%) of the employees’ basic salary (subject to a maximum basic salary, as per the provisions
of The Employees Provident Fund & Miscellaneous Provisions Act, 1952). These contributions are made to the
fund administered and managed by the Government of India. In addition, some employees of the Company are
covered under the employees’ state insurance scheme, which is also a defined contribution scheme recognized and
administered by the Government of India.
The Company’s contributions to both these schemes are expensed off in the Statement of Profit and Loss. The
Company has no further obligations under these plans beyond its monthly contributions.
ii) Defined benefit plan:
a) Gratuity:
The company pays gratuity as per Gratuity Act and hence the company has started to create provisions in
Books of Accounts for payment of Gratuity as per Actuarial Valuation report.
b) Leave Encashment:
As per company Policy, Leave Encashment is paid to employee at the of Retirement/Leaving from
OrganizationIn current year company has created provision on the basis of Actuarial Valuation Report.

Page - 95 Annual Report 2023-24

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
13. Government Grant
Government Grants are recognized when there is a reasonable assurance that the same will be received. Revenue grants
are recognized in the Statement of Profit and Loss. Capital grants relating to specific fixed assets are reduced from the
gross value of the respective Fixed Assets. Other capital grants are credited to Capital Reserve.
14. Borrowing Cost
Borrowing costs are determined in accordance with the provisions of Accounting Standard 16. Borrowing costs that are
attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets.
A qualifying asset is one that necessarily takes substantial period of time to get ready for the intended use. All other
borrowing costs are charged to revenue.
15. Current Assets, Loans and advances
The balance under item of Sundry Debtors, Loans and Advances, and Current liabilities are subject to confirmation and
reconciliation and consequential adjustments, wherever applicable. However, in the opinion of the Management, the
realizable value of the current assets, loans, and advances in the ordinary course of business will not be less than the
value at which they are stated in the balance sheet. In the opinion of the board of directors, the current assets, loans, and
advances are approximate of the same value if realized in the ordinary courses of business and the provision for all known
liabilities is adequately made and not in excess of the amount reasonably consider necessary.

Annual Report 2023-24 Page - 96

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated

NOTE No 2 : SHARE CAPITAL

S No Particulars As on March 31, 2024 As on March 31, 2023
1 Authorised Share Capital
2,50,00,000 Equity Shares of Rs. 10/- par value. 2,500.00 2,500.00
Total Rs 2,500.00 2,500.00
2 Issued, Subscribed & Paid Up Share Capital
(2,27,85,696/- ( P.Y 2,27,85,696/-) Equity Shares of Rs.10/-each 2,278.57 2,278.57
Total (Rs.) 2,278.57 2,278.57
3 RECONCILATION OF SHARE CAPITAL
Particulars Equity Shares Number Equity Shares Number
Shares Outstanding at the beginning of the year 227.86 227.86
Shares issued during the year - -
Shares bought back during the year - -
Shares Outstanding at the end of the year 227.86 227.86
4 The company has only one class of equity shares having a par value of Rs.10.00 per share. Each shareholder is eligible
for one vote per share. In the event of liquidation of the company, the holders of shares shall be entitled to receive any
of the remaining assets of the company, after distribution of all preferential amounts. The amount distributed will be in
proportion to the number of equity shares held by the shareholders.
5 NAME OF SHARE HOLDERS HOLDING SHARES MORE THAN 5%
Particulars As on March 31, 2024 As on March 31, 2023
Name of Shareholders No. of Shares No. of Shares
held held
a) Equity Shares fully paid up
1 Mr. Vikas Garg 125.92 125.92
2 Ms. Meenakshi Garg 33.49 33.49
Total (Rs.) 159.41 159.41
b) %age of Equity Shares Held %age of Shares Held

1 Mr. Vikas Garg 55.26 55.26

2 Ms. Meenakshi Garg 14.70 14.70
Total 69.96 69.96
6 DETAILS OF SHAREHOLDING BY PROMOTOR/PROMOTOR GROUP
S No Particulars As on March 31, 2024 As on March 31, 2023
Promotor/Promotor Group Name No. of Shares No. of Shares
held held
a) Equity Shares fully paid up
1 Mr. Vikas Garg 125.92 125.92
2 Ms. Meenakshi Garg 33.49 33.49
3 Mr. Anuj Garg 0.01 0.01
Total (Rs.) 159.42 159.42
b) % of Equity Shares Held As on March 31, 2024 As on March 31, 2023 % Change during the Year*
1 Mr. Vikas Garg 55.26 55.26 -
2 Ms. Meenakshi Garg 14.70 14.70 -
3 Mr. Anuj Garg 0.00 0.00 -
Total 69.96 69.96 -
*% Change has been computed on the basis of shares held at beginning of the year

NOTE No. 3. RESERVE & SURPLUS

S No Particulars As on March 31, 2024 As on March 31, 2023
1 Security Premium 1,639.07 1,639.07
Surplus (Profit & Loss Account)
Opening Balance 4,051.51 3,014.42
Add : Profit during the F.Y. 2,685.30 1,044.55
Less: Reversal for Tax - (7.46)
Total (Rs.) 8,373.49 5,690.58

Page - 97 Annual Report 2023-24

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
NOTE No. 4. LONG TERM BORROWINGS
S. No. Long Term Borrowings (* & **) As on March 31, 2024 As on March 31, 2023
A) Secured Borrowings
1 Vehicle Loan from Punjab National Bank (Hyp.-Tigor Car) 12.85 13.75
2 Vehicle Loan from Punjab National Bank (Hyp. Swift Car) - 2.55
3 Vehicle Loan from Punjab National Bank (Hyp.-Ertiga Car) 3.66 5.14
4 Vehicle Loan from Punjab National Bank (Hyp.-Fortuner Car) 6.98 11.62
5 Vehicle Loan from Punjab National Bank (Hyp.-Bolero Car) 9.38 -
6 Vehicle Loan from Punjab National Bank (Hyp.-Ertiga Car) 10.77 -
7 Vehicle Loan from Punjab National Bank (Hyp.-Ertiga Car) 11.37 -
8 Vehicle Loan from Punjab National Bank (Hyp.-Fortuner Car) 36.53 -
9 Vehicle Loan from Punjab National Bank (Hyp.-Tata Nexon Car) 10.75 -
10 Vehicle Loan from Punjab National Bank (Hyp.-Tata Nexon Car) 11.06 -
11 Term Loan from Axis Bank 553.13 774.38
12 Term Loan from Punjab National Bank 1,280.00 1,244.93
13 Term Loan from Punjab National Bank 1,325.22 -
14 Term Loan from Small Industries Development Bank of India 708.90 -
15 Term Loan from HDFC 1,912.18 -
16 GECL Working Capital Loan from Punjab National Bank 195.83 330.56
17 GECL Working Capital Loan from Punjab National Bank 97.22 235.00
18 GECL Working Capital Loan From Axis bank 21.75 50.47
19 GECL Working Capital Loan From Axis bank 49.25 50.65
Less :-Current Maturities of Long Term Borrowings disclosed under (985.37) (525.38)
the head “Short Term Borrowings”***
Total (Rs.) A+B 5,271.45 2,193.66
*There is no default in Repayment of Loan.
**Terms & Conditions of above loans are as under:- (In Chronological manner)
1 Vehicle Loan from Punjab National Bank (Hyp.-Tigor Car):-
Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Car Loan
Rate of Interest/Margin MCLR(1 year) 8.45%+0.60% =9.05% pa
Primary Security Car-Tigor car
Terms of Repayment Repayable in 120 Instalments

2 Vehicle Loan from Punjab National Bank (Hyp. Swift Car):-

Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Car Loan
Rate of Interest/Margin MCLR(1 year) 8.45%+0.60% =9.05% pa
Primary Security Car-Maruti Dezire-VDI
Terms of Repayment Repayable in 84 Instalments - commencing w.e.f. October,2018

3 Vehicle Loan from Punjab National Bank (Hyp.-Ertiga Car):-

Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Car Loan of Rs. 9.60 Lacs
Rate of Interest/Margin MCLR(1 year) 8.30%+0.60% =8.90% pa
Primary Security Car-Maruti Suzuki Ertiga
Terms of Repayment Repayable in 84 Instalments of Rs. 15397/- commencing w.e.f. September, 2019

4 Vehicle Loan from Punjab National Bank (Hyp.-Fortuner Car):-*

Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Car Loan of Rs. 28 Lacs
Rate of Interest/Margin MCLR(1 year) 8.45%+0.60% =9.05% p.a
Primary Security Car-Toyota Fortuner
Terms of Repayment Repayable in 84 Instalments of Rs. 45,121/- commencing w.e.f. September, 2018
*Note: This Car was stolen in October, 2023 and the company has lodged FIR and filed the Insurance Claim.

5 Vehicle Loan from Punjab National Bank (Hyp.-Bolero Car):-

Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Car Loan of Rs. 10 Lacs
Rate of Interest/Margin RepoRate (1 year) 6.50%+2.50%+0.25%-0.45% =8.80% p.a
Primary Security Car-Bolero
Terms of Repayment Repayable in 84 Instalments of Rs. 15,990/- commencing w.e.f. September, 2023

Annual Report 2023-24 Page - 98

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
6 Vehicle Loan from Punjab National Bank (Hyp.-Ertiga Car):-
Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Car Loan of Rs. 11.50 Lacs
Rate of Interest/Margin RepoRate (1 year) 6.5%+2.3% =8.80% p.a
Primary Security Car-Ertiga
Terms of Repayment Repayable in 84 Instalments of Rs. 18388.5/- commencing w.e.f. September 2023

7 Vehicle Loan from Punjab National Bank (Hyp.-Ertiga Car):-

Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Car Loan of Rs. 11.83 Lacs
Rate of Interest/Margin MCLR(1 year) 8.65%+0.10% =8.80% p.a
Primary Security Car-Ertiga
Terms of Repayment Repayable in 84 Instalments of Rs. 18824/- commencing w.e.f. January,2024

8 Vehicle Loan from Punjab National Bank (Hyp.-Fortuner Car):-

Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Car Loan of Rs. 38 Lacs
Rate of Interest/Margin RRLR(1 year) 9.0%-0.20% =8.8% p.a
Primary Security Car-Toyota Fortuner
Terms of Repayment Repayable in 84 Instalments of Rs. 60850/- commencing w.e.f. January 2024

9 Vehicle Loan from Punjab National Bank (Hyp.-Tata Nexon Car)

Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Car Loan of Rs. 11.40 Lacs
Rate of Interest/Margin MCLR(1 year) 8.7%+0.45% =9.15% p.a
Primary Security Car-Tata Nexon
Terms of Repayment Repayable in 84 Instalments of Rs. 18226/- commencing w.e.f. January 2024

10 Vehicle Loan from Punjab National Bank (Hyp.-Tata Nexon Car):-

Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Car Loan of Rs. 11.00 Lacs
Rate of Interest/Margin MCLR(1 year) 8.80%+0.45% =9.25% p.a
Primary Security Car-Tata Nexon
Terms of Repayment Repayable in 84 Instalments of Rs. 17754/- commencing w.e.f. March 2024

11 Term Loan from Axis Bank:-

Name of Bank Axis bank Limited
Nature of Facility & Sanctioned Limit Term loan of Rs.8.85 Cr
Rate of Interest/Margin Present InterestRate 9.85%
Primary Security Plant & Machinery
Terms of Repayment Principle repayable in 48 Monthly Instalments of Rs.18,43,750/- each post completion
of Moratorium of 4 Months. Interest shall be serviced as and when debited.
Banking Type Consortium Finance
Collateral Security As per Consortium Agreement

12 Term Loan from Punjab National Bank:-

Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Term Loan for Plant & Machinery for Rs. 12.80 Cr
Rate of Interest/Margin PresentRate 9.50%
Primary Security Plant & Machinery of Rs. 17.65 Cr
Terms of Repayment 82 months from the date of Disbursement including 16 month Moratorium
Banking Type Consortium Finance
Collateral Security As per Consortium Agreement

13 Term Loan from Punjab National Bank:-

Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Term Loan for Plant & Machinery for Rs. 27.49 Cr
Rate of Interest/Margin 9.5% p.a.
Primary Security Plant & Machinery
Terms of Repayment Principle repayable in 84 Monthly Instalments of Rs.38,18,055.55/- each
Banking Type Consortium Finance
Collateral Security As per Consortium Agreement

Page - 99 Annual Report 2023-24

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
14 Term Loan from Small Industries Development Bank of India
Name of Bank SIDBI
Nature of Facility & Sanctioned Limit Term loan of Rs.7.36 Cr ( Rs.7.36 Cr availed from SIDBI) for purchase of machinery
Rate of Interest/Margin REPO+1.20%=7.70% p.a.
Primary Security Plant & Machinery
Terms of Repayment Principle repayable in 25 Monthly Instalments of Rs.13,64,000/- each
Banking Type Sole
Collateral Security FDR Pledged with Bank

15 Term Loan from HDFC

Name of Bank HDFC BANK
Nature of Facility & Sanctioned Limit Term loan of Rs.20.00 Cr
Rate of Interest/Margin 8.8% p.a.
Primary Security Plant & Machinery
Terms of Repayment Principle repayable in 84 Monthly Instalments of Rs.23,80,953/- each
Banking Type Consortium Finance
Collateral Security As per Consortium Agreement

16 GECL Working Capital Loan from Punjab National Bank :-

Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Guaranteed Emergency Credit Line Working Capital Loan due to COVID-19 for Rs. 7 Cr
Rate of Interest/Margin PresentRate 9.25%
Primary Security As per Existing Facility
Terms of Repayment 4 Years from the date of Disbursement including 12 Month Moratorium
Banking Type Consortium Finance
Collateral Security As per Consortium Agreement

17 GECL Working Capital Loan from Punjab National Bank

Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Working Capital Term Loan under GECL 1.0 Extension
Rate of Interest/Margin PresentRate 9.25%
Primary Security Facility under the scheme will be secured through Guarantee Coverage from NCGTC.
Extension of existingPrimary andCollateral securities by way of 2nd charge.
Terms of Repayment Repayable in 60 Months including moratorium period of 24 months. Repaid in
36 equal monthly instalments of Rs. 6,52,778.
Banking Type Consortium Finance
Collateral Security As per Consortium Agreement

18 GECL Working Capital Loan From Axis Bank Limited

Name of Bank Axis Bank Limited
Nature of Facility & Sanctioned Limit Guaranteed Emergency Credit Line Working Capital Loan due to COVID-19 for
Rs. 76.57 Lakhs ( Takeover from IndusInd bank)
Rate of Interest/Margin REPO+3.35%=8.25% p.a.
Primary Security As per Existing Facility
Terms of Repayment Repayable in 32 EMI, for first 31 months Rs.2,39,297/- and last one of Rs. 2,39,305/-
Banking Type Consortium Finance
Collateral Security As per Consortium Agreement

19 GECL Working Capital Loan From Axis bank

Name of Bank Axis bank
Nature of Facility & Sanctioned Limit Guaranteed Emergency Credit Line Working Capital Loan due to COVID-19 for
Rs. 50.65 Lakhs
Rate of Interest/Margin REPO+3.35%=8.25% p.a.
Primary Security As per Existing Facility
Terms of Repayment Repayable in 57 EMI, for first 35 months Rs.1,40,700/- and last one of Rs. 1,40,704/-
Banking Type Consortium Finance
Collateral Security As per Consortium Agreement

As per Consortium Agreement the company has provided the following Assets as Collateral Security:-
Collateral Security :
1. Industrial property -Factory Land & Building situated at Plot no. 3, Sidcul Haridwar Haridwar, Uttarakhand -249401.
standing in the name of the company.

Annual Report 2023-24 Page - 100

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
2. Industrial property - Factory Land & Building situated at Plot no. 4 Sidcul ,Haridwar Uttarakhand (249401 standing in
name of Company
3. Industrial property Factory Land & Building situated at Plot no. 20 A Sidcul Haridwar Uttarakhand (249401) standing
in name of Company
4. Industrial property - Factory Land & Building situated at Plot no. 18 Sidcul Haridwar Uttarakhand (249401) standing in
name of Company
5. Industrial property- Factory Land & Building situated at Plot no. 15 Sidcul Haridwar Uttarakhand (249401) standing in
name of Company
6. Residential property- First pan passu charge-Residential House No. at Plot na. 327, Shivalik Nagar Haridwar
Uttarakhand (249401) standing in name of Meenakshi Garg
7. Residential property - Residential House no. at plot no. 1991, Shadhara Delhi North East Delhi DELHI (110032)
standing in name of Kusmuta Gupta
8. Industrial property- Land & Building on Plot 1/536F Shadhara Delhi East Delhi (110095) standing in name of Vikas Garg
9. Ir1it clustrial property situated at Khasra No 92, 103, 146, Khasra No 01, 02, 06 Village Mukarabpur, Roorkee, Haridwar
Uttarakhand (249403) standing in the name of the company.
10. Industrial property- Factory land & Building situated at B-18 in name of VMarc Electricals Private Limited Haridwar
Uttarakhand (249401)
Along with this :
A. Charge over FDRs/ TIC policies and 30% pledge of promoter holding.
B. Personral Guarantee of:
• Kususm Lata Garg • Meenakshi Garg • Vikas Garg, Corporate Guarantee of: • V-Marc Electricals Private Limited
*** Current Maturities of Long Term Borrowings:
S. No. Particulars As on March 31,2024 As on March 31,2023
Secured Borrowings
1 Vehicle Loan from Punjab National Bank (Hyp.-Tigor Car) 0.99 0.91
2 Vehicle Loan from Punjab National Bank (Hyp. Swift Car) - 1.20
3 Vehicle Loan from Punjab National Bank (Hyp.-Ertiga Car) 1.55 1.42
4 Vehicle Loan from Punjab National Bank (Hyp.-Fortuner Car) 4.94 4.51
5 Vehicle Loan from Punjab National Bank (Hyp.-Bolero Car) 1.14 -
6 Vehicle Loan from Punjab National Bank (Hyp.-Ertiga Car) 1.31 -
7 Vehicle Loan from Punjab National Bank (Hyp.-Ertiga Car) 1.32 -
8 Vehicle Loan from Punjab National Bank (Hyp.-Fortuner Car) 4.23 -
9 Vehicle Loan from Punjab National Bank (Hyp.-Tata Nexon Car) 1.19 -
10 Vehicle Loan from Punjab National Bank (Hyp.-Tata Nexon Car) 1.25 -
11 Term Loan from Axis Bank 221.25 221.25
12 Term Loan from Punjab National Bank 144.00 -
13 Term Loan from Punjab National Bank - -
14 Term Loan from Small Industries Development Bank of India 163.68 -
15 Term Loan from HDFC 224.34 -
16 GECL Working Capital Loan from Punjab National Bank 97.22 233.33
17 GECL Working Capital Loan from Punjab National Bank 78.33 32.64
18 GECL Working Capital Loan From Axis bank 21.75 28.72
19 GECL Working Capital Loan From Axis bank 16.88 1.41
Total (Rs.) 985.37 525.38

NOTE NO. 5 OTHER LONG TERM LIABILITIES :

S No Other Long Term Liabilities As on March 31, 2024 As on March 31, 2023
1 Sundry Creditors for Fixed Assets 743.57 352.79
2 Other Long Term Liability 35.26 -
Total (Rs.) 778.83 352.79

NOTE NO. 6. LONG TERM PROVISIONS:

S No Long Term Provisions As on March 31, 2024 As on March 31, 2023
1 Leave Encashment 7.45 10.19
2 Gratuity 69.05 59.31
Total (Rs.) 76.51 69.50

Page - 101 Annual Report 2023-24

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
NOTE NO. 7 SHORT TERM BORROWINGS :##
S No. Short Term Borrowings As on March 31, 2024 As on March 31, 2023
Working capital Limit:
1 From Punjab National Bank 3,780.33 3,019.73
2 From National Small Industries Co. Ltd. 297.21 296.85
3 From Axis Bank 1,229.57 1,047.38
4 From Union bank 994.51 484.16
5 From HDFC Bank 1,491.84 -
6 Current Maturities of Long term Borrowings 985.37 525.38
Total (Rs.) 8,778.83 5,373.50
##Terms & Conditions of above loans are as under:- (In Chronological manner)
1 From Punjab National Bank
Name of Bank Punjab National Bank
Nature of Facility & Sanctioned Limit Working Capital Limit-Fund Based for Rs. 45.50 Cr.
Rate of Interest/Margin PresentRate 9.50%
Primary Security Hypothecation of Entire Stocks of company and charge on Block Assets of the
company including factory land and building as per consortium Agreement.
Terms of Repayment Repayable on Demand
Banking Type Consortium Finance
Collateral Security As per Consortium Agreement

2 From National Small Industries Co. Ltd.

Name of Bank National Small Industries Co. Ltd.
Nature of Facility & Sanctioned Limit Raw Material Assistance against bank guarantee and bill discounting scheme
Sanctioned limit is Rs. 300.00 Lacs
Rate of Interest/Margin 9% PA
Primary Security Nil
Terms of Repayment Repayable on Demand
Banking Type Sole
Collateral Security Nil

3 From Axis Bank Limited

Name of Bank Axis Bank Limited
Nature of Facility & Sanctioned Limit Working Capital Limit-Fund Based for Rs. 15 Crore
Rate of Interest/Margin PresentRate 9.85 % P.A.
Primary Security Hypothecation of Entire Stocks of company and charge on Block Assets of the
company including factory land and building as per consortium Agreement.
Terms of Repayment Repayable on Demand
Banking Type Consortium Finance
Collateral Security As per Consortium Agreement

4 From Union Bank of India

Name of Bank Union Bank of India
Nature of Facility & Sanctioned Limit Working Capital Limit-Fund Based for Rs. 15 Crore
Rate of Interest/Margin 8.25 % P.A.
Primary Security Hypothecation of Entire Stocks of company and charge on Block Assets of the
company including factory land and building as per consortium Agreement.
Terms of Repayment Repayable on Demand
Banking Type Consortium Finance
Collateral Security As per Consortium Agreement

5 From HDFC Bank Limited

Name of Bank H D F C Bank Limited
Nature of Facility & Sanctioned Limit Working Capital Limit-Fund Based for Rs. 15 Crore
Rate of Interest/Margin PresentRate 8.80 % P.A.
Primary Security Hypothecation of Entire Stocks of company and charge on Block Assets of the
company including factory land and building as per consortium Agreement.
Terms of Repayment Repayable on Demand
Banking Type Consortium Finance
Collateral Security As per Consortium Agreement

Annual Report 2023-24 Page - 102

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
NOTE NO. 8 TRADE PAYABLES :
S.No. Trade Payables As on March 31, 2024 As on March 31, 2023
1 Trade Payable to MSME* 8.47 2.68
2 Trade Payable to Others 15,434.26 6,860.44
3 Disputed Dues -MSME - -
4 Disputed Dues -Others - -
Total (Rs.) 15,442.72 6,863.11
There is no principal and interest overdue to Micro and Small enterprises. During the year Rs. NIL (P.Y Rs.2,67,538/-) interest has
been paid to such parties. This information has been determined to the extent such parties have been identified on the basis of
information available with the Company.
Aging of Trade Payables from the due date of Payment:-
S.No. Trade Payables As on March 31, 2024 As on March 31, 2023
1 Trade Payable to MSME*
Less than 1 year 8.47 2.68
1-2 Years - -
2-3 Years - -
More than 3 Years - -
Sub- Total (Rs.) 8.47 2.68
2 Trade Payable to Others
Less than 1 year 15,370.19 6,858.96
1-2 Years 64.07 1.48
2-3 Years - -
More than 3 Years - -
Sub-Total (Rs.) 15,434.26 6,860.44
Total (Rs.) 15,442.72 6,863.11

NOTE NO. 9 OTHER CURRENT LIABILITIES :

S.No. Other Current Liabilities As on March 31, 2024 As on March 31, 2023
1 Statutory Dues Payable 63.18 30.75
2 Expenses Payable 137.17 131.47
3 Other Payables 117.63 197.72
4 L C Payable 2,092.51 1,098.56
5 Cheque issued but not presented 326.19 -
6 Advance from Customer 763.08 -
Total (Rs.) 3,499.76 1,458.50

NOTE NO. 10. SHORT TERM PROVISIONS :

S.No. Short Term Provisions As on March 31, 2024 As on March 31, 2023
1 Provision for Taxation 904.09 301.72
2 Leave Encashment 1.81 1.17
3 Gratuity 5.73 4.42
4 Provision for Doubtful debts & others - 36.16
5 Audit Fees 5.63 -
Total (Rs.) 917.26 343.47

NOTE NO. 11 PROPERTY PLANT & EQUIPMENT AND INTANGIBLE ASSETS:-

S.No. Property Plant & Equipment As on March 31, 2024 As on March 31, 2023
a) Property Plant & Equipment
Gross Block 12,173.65 7,029.19
Less: Accumulated Depreciation 2,428.79 1,536.55
Net Block 9,744.86 5,492.64
b) Intangible Assets -
Gross Block - -
Less: Accumulated Depreciation - -
Net Block - -
c) Capital Work in progress 2,572.41 1,505.65
d) Intangible Assets under Development - -
Total (Rs.) 12,317.27 6,998.29
Note: These figures are only abstract of Depreciation Schedule. Detailed Depreciation Chart is separately enclosed.

Page - 103 Annual Report 2023-24

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066

Annual
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated

Page - 104
NOTE No. 11. STATEMENT OF PROPERTY, PLANT AND EQUIPMENTS :
As at March 31, 2024
TANGIBLE ASSETS Amount in Rs In Lacs

Report 2023-24
Particulars Cost or Deemed Cost Accumulated Depreciation Net Block
Opening as at Additions Revaluation Deductions/ Closing as Opening as For Deletions/ Closing as As at As at
April 01, 2023 Trf. To Asset at March 31, at April 01, the Adjustments at March 31, 31-03-2024 31-03-2023
2024 2023 Year 2024
Land* 542.85 104.84 - - 647.69 - - - 647.69 542.85
Building 3,172.84 1,938.05 - - 5,110.89 275.05 326.39 601.44 4,509.45 2,897.79
Computers 42.52 33.85 - - 76.37 33.51 9.14 42.65 33.73 9.02
Furniture & Fixtures 65.86 34.25 - - 100.11 41.51 16.90 58.41 41.70 24.35
Plant & Machinery 3,133.25 2,934.34 - 3.69 6,063.90 1,140.56 526.90 1.49 1,665.97 4,397.93 1,992.68
Vehicles 71.87 111.01 - 8.20 174.69 45.91 21.49 7.09 60.31 114.37 25.96
Total (A) 7,029.19 5,156.35 - 11.89 12,173.65 1,536.55 900.82 8.58 2,428.79 9,744.86 5,492.64

Capital Work in
Progress
Plant & Building not 1,505.65 5,760.47 - 4,693.71 2,572.41 - - - - 2,572.41 1,505.65
put to use
Total (B) 1,505.65 5,760.47 - 4,693.71 2,572.41 - - - - 2,572.41 1,505.65
- - - - - - - - - - -
INTANGIBLES - - - - - - - - - - -

Total (C) 8,534.84 10,916.82 - 4,705.60 14,746.06 1,536.55 900.82 8.58 2,428.79 12,317.27 6,998.29

TOTAL (A+B+C) 8,534.84 10,916.82 - 4,705.60 14,746.06 1,536.55 900.82 8.58 2,428.79 12,317.27 6,998.29
Note: * Land title deeds are there in the name of the company.

Aging of Project in Progress

As on 31st March 2024 As on 31st March 2023
Particulars
<1 year 1-2 Years 2-3 Years More than 3 years Total Rs <1 year 1-2 Years 2-3 Years More than 3 years Total Rs
Project in Progress 2,572.00 - - - 2,572.00 1,430.65 - - 75.00 1,505.65

Annual Report
Projects Temporarily Suspended - - - - - - - - - -

Page
Total Rs 2,572.00 - - - 2,572.00 1,430.65 - - 75.00 1,505.65

2023-24
- 104
 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated

NOTE NO. 12. DEFERRED TAX ASSETS

S No Deferred Tax Assets As on March 31, 2024 As on March 31, 2023
a) Deferred tax Assets ( DTA )
Difference between book WDV and Tax WDV 8.53 25.07
Total Deferred tax Assets ( DTA ) 8.53 25.07
b) Deferred tax Liabilities ( DTL )
Difference between Tax WDV & Book WDV - -
Other DTL - -
Deferred tax Liabilities ( DTL ) - -
c) Net deferred tax Assets 8.53 25.07
Less: Deferred Tax Assets not recognized considering matter of prudence - -
A. Net Deferred Tax Assets 8.53 25.07
B Mat Credit Entitlement - -
Total Deferred tax Assets ( A + B) 8.53 25.07

NOTE NO. 13 LONG TERM LOANS AND ADVANCES :

S No. Long Term Loans & Advances As on March 31, 2024 As on March 31, 2023
Capital Advances/Securities (Unsecured)
1 Advance for Land 22.51 18.90
2 Advance for Machinery - 193.20
Total (Rs.) 22.51 212.10

NOTE NO. 14. STATEMENT OF OTHER NON -CURRENT ASSETS :

S No. Other Non Current Assets As on March 31, 2024 As on March 31, 2023
1 Security Deposits 212.59 105.65
Total (Rs.) 212.59 105.65

NOTE NO. 15. INVENTORIES :

S No. Inventories As on March 31, 2024 As on March 31, 2023
1 Raw Material 5,168.56 2,989.90
2 Stock in Process 992.39 594.46
3 Finished Goods 6,186.96 4,738.98
4 Packing Materials 188.38 117.86
5 Scrap 61.42 9.66
Total (Rs.) 12,597.72 8,450.86
Finished goods are valued of cost or net realizable value on FIFO method. The quantity and value of the stock as taken & certified
by the management of the company.

NOTE NO. 16 TRADE RECEIVABLES :

S No Trade Receivables As on March 31, 2024 As on March 31, 2023
1 Unsecured, considered Good
Debts Outstanding for a period < 6 Month 13,916.40 4,617.43
Debts Outstanding for a period > 6 Month 329.11 989.42
2 Undisputed Considered Doubtful 142.39 -
3 Disputed Trade Receivables considered good - -
4 Disputed Trade Receivables considered Doubtful - -
Total (Rs.) 14,387.90 5,606.86

Page - 105 Annual Report 2023-24

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
Aging of Trade Receivables from the due date of Payment:-
S No Trade Receivables As on March 31, 2024 As on March 31, 2023
1 Unsecured, considered Good
Less than 6 Months 13,916.40 4,617.43
6 Months to 1 Years 207.48 152.28
1-2 Years 121.63 837.14
2-3 Years 142.39 -
More than 3 Years - -
Total (Rs.) 14,387.90 5,606.86

NOTE NO. 17. CASH AND CASH EQUIVALENT :

S No Cash & Cash Equivalents As on March 31, 2024 As on March 31, 2023
1 Cash-in-Hand 9.12 7.26
2 Balance in Banks with:-
a) Punjab National Bank (A/c No. 1496002100907708) 0.01 0.01
b) Bank of India 0.64 -
c) Punjab National Bank (A/c No 1496002100907814) 16.98 2.61
d) Punjab National Bank (A/c No 1496002100908895) 0.91 0.01
3 Margin Money held with banks 0.61 0.20
Total (Rs.) 28.27 10.08

NOTE NO. 18. SHORT-TERM LOANS AND ADVANCES :

S No Short Term Loans & Advances As on March 31, 2024 As on March 31, 2023
Unsecured but Considered Good
1 Advance to Staff and others - 17.78
2 FDR more than 1 year earmarked with Bank 1,478.58 644.24
Total (Rs.) 1,478.58 662.02

NOTE NO. 19. OTHER CURRENT ASSETS :

S No. Other Current Assets As on March 31, 2024 As on March 31, 2023
1 Prepaid Expenses & Accrued Interest 3.17 4.66
2 VAT Recoverable 18.19 18.19
3 GST Input/ Cash Ledger 34.91 94.43
4 TDS/TCS Recoverable 29.54 26.66
5 Advance Tax 849.70 280.00
6 Advance to Suppliers 3,248.39 1,588.46
7 Earnest Money Deposit - 135.19
8 Cheque Received but not cleared 135.16 390.00
9 Other Current Assets 45.00 15.14
Total (Rs.) 4,364.06 2,552.75

NOTE NO. 20. REVENUE FROM OPERATIONS :

S No Revenue From Operations As on March 31, 2024 As on March 31, 2023
1 Sales of Goods Manufactured-Retails 19,972.03 9,674.19
2 Sales of Goods Manufactured-Government Clients 33,817.12 14,846.45
3 Sales of Traded Goods 1,823.82 208.23
4 Sales of Services 144.05 -
5 Freight on Sales 715.91 -
Total (Rs.) 56,472.92 24,728.88
Less: Excise Duty - -
Total (Rs.) 56,472.92 24,728.88

Annual Report 2023-24 Page - 106

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated

NOTE NO. 21 OTHER INCOMES :

S No Other Income As on March 31, 2024 As on March 31, 2023
1 Rental Income 0.60 0.60
2 Foreign Exchange Gain 0.28 -
3 Interest on Security Deposit 2.36 0.82
4 Interest on FDR & LC Receivable 66.22 42.17
5 Other Income/Duty Drawback 1.54 212.45
6 Provision for Bad Debts Reversed 33.29 -
7 Profit on Sale of Assets 1.67 0.03
Total (Rs.) 105.96 256.07

NOTE NO. 22 COST OF MATERIAL CONSUMED :

S No Particulars As on March 31, 2024 As on March 31, 2023
a) Raw Material Consumed
Opening Stock 2,989.90 2,298.02
Add: Purchases 46,065.07 20,437.40
Less: Discount Rec. 128.25 30.02
Total 48,926.72 22,705.40
Less: Closing Stock 5,168.56 2,989.90
Raw Material Consumed 43,758.16 19,715.50

NOTE NO. 23 PURCHASE OF TRADED GOODS

S No Particulars As on March 31, 2024 As on March 31, 2023
a) Copper Wire and Aluminium Wire 1,774.75 206.61
Total Rs. 1,774.75 206.61

NOTE NO. 24. CHANGE IN INVENTORIES :

S No Change in Inventories As on March 31, 2024 As on March 31, 2023
a) Work-in-progress -
Opening Balance 594.46 211.15
Closing Balance (992.39) (594.46)

b) Finished Goods:-
Opening Balance 4,866.50 4,349.50
Closing Balance (6,436.77) (4,866.50)

c) Traded Goods:-
Opening Balance - -
Closing Balance - -
Total (Rs.) (1,968.20) (900.32)

NOTE NO. 25. EMPLOYEE BENEFIT EXPENSES :

S No Employee Benefit Expenses As on March 31, 2024 As on March 31, 2023
1 Salary to Directors 80.40 72.00
2 Director Sitting fees 4.25 6.75
3 Wages 1,183.14 592.25
4 Salary 511.60 264.77
5 Contribution to Provident fund 36.19 27.21
6 Contribution to Employees State Insurance Scheme 6.88 8.16
7 Gratuity Expenses 17.54 12.70
8 Leave Encashment Expenses 8.29 4.32
9 Staff Welfare 32.59 54.71
10 Bonus & Other Incentive 117.37 17.61
Total (Rs.) 1,998.24 1,060.48

Page - 107 Annual Report 2023-24

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated

NOTE NO. 26. FINANCE COSTS :

S No Finance Cost As on March 31, 2024 As on March 31, 2023
1 Bank Charges & Commission 307.14 157.24
2 Borrowing Cost/Interest 1,870.55 959.50
Total (Rs.) 2,177.68 1,116.74

NOTE NO. 27. DEPRECIATION AND AMORTIZATION EXPENSES :

S No Depreciation and Amortization Expenses As on March 31, 2024 As on March 31, 2023
1 Depreciation 900.82 255.10
Total (Rs.) 900.82 255.10

NOTE NO. 28. OTHER EXPENSES :

S No Other Expenses As on March 31, 2024 As on March 31, 2023
A Direct Expenses
1 Consumable Goods 2.12 0.05
2 Freight Charges 199.36 61.58
3 Electricity Expenses 514.34 196.13
4 Repair & Maintenance -Plant & Machinery 233.15 64.97
5 Generator Running Exp. 201.69 135.80
6 Job Works Charges 1,079.41 382.15
7 Pollution Fee 6.34 1.38
8 License & Testing Fee 68.21 60.92

B Indirect Expenses
1 Business Promotion 81.09 24.11
2 Carriage Outward 766.60 314.14
3 Loading & Unloading 5.47 13.55
4 Designing & Development Charges 12.04 -
5 Commission on Sales 107.93 98.24
6 Conveyance Expenses 49.70 22.50
7 Discount & Late Delivery Charges 476.65 230.37
8 Advertisement Expenses 32.74 38.40
9 Diwali Expenses 22.64 11.79
10 Office Expenses 5.79 3.23
11 Fees & Taxes 10.63 16.97
12 Insurance 51.55 34.78
13 Legal and professional charges 100.23 40.24
14 Rent 43.57 108.94
15 Postage & Courier Expenses 3.04 3.36
16 Printing & Stationery 8.98 3.05
17 Repair & Maintenance 10.75 12.51
18 Security Factory premises 80.61 37.44
19 Sundry Expenses 23.45 4.90
20 Telephone Expenses 6.90 5.63
21 Audit Fee:
22 Audit Fee-Internal 3.76 3.60
23 Audit Fee-Statutory 4.00 3.20
24 Cost Audit Exp. 0.50 0.50
25 Secretarial Audit fee 0.85 0.85
26 Travelling Expenses. 66.76 33.43
27 Interest on Income Tax, Late Fee & Penalty 25.25 28.79
28 Interest on Purchase of Goods - 91.07
29 Interest on Security Deposits 2.00 2.00
30 Bad Debts - 61.96
31 CSR Expenditure* 19.00 14.50
32 Software Expenses 6.77 1.00
Total (Rs.) 4,333.87 2,168.05

Annual Report 2023-24 Page - 108

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
*Corporate Social Responsibility:-
S No Particulates As on March 31, 2024 As on March 31, 2023
a) Amount of CSR required to be spent as per s.135 of Companies
Act,2013 read with Schedule-VII 19.00 14.50
b) Amount of CSR Spent during the Year 64.00 14.50
c) Earlier Year amount of CSR spent during the year - -
d) Sector wise Break up of Expenditure
Education Sector (FY 2022-23) - 14.50
Donation to Societies having object as specified in Schedule -VII of
Companies Act 64.00 -
PM Care Fund-Earlier Years - -
e) Pending Obligation at year end/(Amount in excess to be set off) (45.00 ) -

NOTE NO. 29. CONTINGENT LIABILITIES :

Contingent Liabilities & Commitments As on March 31, 2024 As on March 31, 2023
Bank Guarantee issued not acknowledged as debts 3,717.73 1,760.89
Capital Commitment 1,118.71 -
Total Rs 4,836.43 1,760.89

NOTE NO 30 RELATED PARTY TRANSACTIONS

(A) List of Related Parties:
Particulars Relationship
As on March 31, 2024 As on March 31, 2023
Key Management Personnel (KMP) & Director
Shri Vikas Garg Director Director
Smt. Meenakshi Garg Director Director
Shri Deepak Prabhakar Tikle Director Director
Shri Aloak Kumar Tulsiyan (Resigned on 04.10.2022) NA Director
Shri Mukesh Bansal (Resigned on 26.04.2023) Independent Director Independent Director
Shri Rajkumar Pandey Independent Director Independent Director
Shri Ranjeet Kumar Tibrewal (Appointed on 26.04.2023) Independent Director NA
Shri Ranjan Kumar Sawarna (Resigned in 14.08.2023) CFO CFO
Shri Vishnu Sharma (Appointed on 21.08.2023 and Resigned on 09.04.2024) CFO NA
CS Kanchan Gupta (Resigned in 27.04.2023) Comp. Secy. Comp. Secy.
CS Anuj Ahluwalia (Appointed on 16.05.2023) Comp. Secy. NA
Enterprises owned or Significantly influenced by Key Management personnel V -Marc Electricals Pvt V- Marc Electricals
or their relatives Limited Pvt Limited
Asia Ambrosia India Asia Ambrosia India
Private Limited Private Limited
NA The Nature Resort
(B) Transactions During the Year
Particulars Relationship As on March 31, 2024 As on March 31, 2023
Remuneration/Salary
Shri Vikas Garg KMP & Director 144.00 144.00
Shri Aloak Kumar Tulsiyan KMP & Director - 15.32
Shri Deepak Prabhakar Tikle KMP & Director 28.80 12.21
CS Kanchan Gupta CS 1.42 7.02
CS Anuj Ahluwalia CS 8.77 -
Shri Ranjan Kumar Sawarna CFO 6.33 12.33
Shri Vishnu Sharma CFO 10.08 -

Sitting fees paid

Smt. Meenakshi Garg KMP & Director 1.50 2.50
Shri Mukesh Bansal Independent Director - 2.50
Shri Rajkumar Pandey Independent Director 1.50 1.75
Shri Ranjeet Kumar Tibrewal Independent Director 1.25 -

Page - 109 Annual Report 2023-24

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
Rent Received :- Enterprises Owned/influenced by KMP
V Marc Electricals Private Limited 0.60 0.60
Sales of Goods:-
V Marc Electricals Private Limited 1,274.45 1.29
Asian Ambrosia India Private Limited - 0.33
The Nature Resort - 0.28
Purchase of Goods/Services:-
V Marc Electricals Private Limited 7.60 783.56
Job Work Charges Paid:-
V Marc Electricals Private Limited 571.17 381.90

(c) Balance at the end of Year

Particulars As on March 31, 2024 As on March 31, 2023
Unsecured Loans
Trade Payables
V Marc Electricals Pvt Limited (1,558.17) (1,382.75)
Remuneration/Salary Payable
Shri Vikas Garg 13.67 -
Shri Mukesh Bansal - 0.45
Shri Deepak Prabhakar Tikle 1.66 -
Shri Rajkumar Pandey - 0.23
CS Kanchan Gupta - 0.60
Shri Vishnu Sharma 0.44 -
Shri Ranjan Kumar Sawarna - 0.89
CS Anuj Ahluwalia 0.81 -

NOTE NO 31 RETIREMENT BENEFITS

The disclosures as per the Notified AS 15 under the Companies (Accounting Standards) Rules, 2006 (as amended) on “Employee
Benefits”, are as follows:
Leave Encashment:-
Particulars As on March 31, 2024 As on March 31, 2023
Expenses recognized in the Statement of Profit & Loss
Current Service Cost 4.90 3.11
Interest Cost 0.85 0.63
Expected Return on Plan Assets - -
Actuarial (Gain)/Loss Recognized in the I.V.P. 2.54 0.53
Expenses Recognized in the statement of Profit & Loss 8.29 4.26
Amount to be recognized in the Balance Sheet
Present Value of Obligation at the end of the I.V.P 9.26 11.36
Fair Value of Plan Assets at the end of the I.V.P. - -
Funded Status (9.26) (11.36)
Unrecognized Actuarial (Gain)/Loss at the end of the I.V.P - -
Net (Asset)/Liability Recognized in the Balance Sheet 9.26 11.36

Current Liability(Expected Pay-out in Next years as per Schedule III of

Companies Act, 2013
Current Liability (Short term) 1.81 1.17
Non Current Liability ( Long term) 7.45 10.19
Total Liability 9.26 11.36

Changes in the Present Value of Obligations

Present Value of Obligation at the beginning of the I.V.P 11.36 8.69
Interest Cost 0.85 0.63
Current Service Cost 4.90 3.11
Benefits Paid (10.40) (1.59)
Actuarial (Gain)/Loss on Obligation 2.52 0.53
Present Value of Obligation at the end of the I.V.P 9.24 11.36

Annual Report 2023-24 Page - 110

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
Actuarial Assumption
Mortality Table IALM (2012-14) Ultimate Published table of rates IALM (2012-14) Ultimate Published table of rates
Discounting Rate 8% 7%
Salary Rise 5% 5%
Return on Plan Assets - -

Gratuity
Particulars As on March 31, 2024 As on March 31, 2023
Expenses recognized in the Statement of Profit & Loss
Current Service Cost 13.39 10.17
Interest Cost 4.78 4.36
Expected Return on Plan Assets
Actuarial (Gain)/Loss Recognized in the I.V.P. (0.64) (1.83)
Expenses Recognized in the statement of Profit & Loss 17.54 12.70
Amount to be recognized in the Balance Sheet
Present Value of Obligation at the end of the I.V.P 74.79 63.73
Fair Value of Plan Assets at the end of the I.V.P. -
Funded Status (74.79) (63.73)
Unrecognized Actuarial (Gain)/Loss at the end of the I.V.P - -
Net (Asset)/Liability Recognized in the Balance Sheet 74.79 63.73

Current Liability(Expected Pay-out in Next years as per Schedule III of

Companies Act, 2013
Current Liability (Short term) 5.73 4.42
Non Current Liability ( Long term) 69.05 59.31
Total Liability 74.79 63.73

Changes in the Present Value of Obligations

Present Value of Obligation at the beginning of the I.V.P 63.73 60.11
Interest Cost 4.78 4.36
Current Service Cost 13.39 10.17
Benefits Paid (6.48) (9.09)
Actuarial (Gain)/Loss on Obligation (0.64) (1.83)
Present Value of Obligation at the end of the I.V.P 74.79 63.73

Actuarial Assumption
Mortality Table IALM (2012-14) Ultimate Published table of rates IALM (2012-14) Ultimate Published table of rates
Discounting Rate 8% 7%
Salary Rise 5% 5%
Return on Plan Assets - 0%

NOTE NO 32 KEY RATIOS:-

Particulars As on 31st As on 31st %age Variance
March 2024 March 2023 (*Remarks if
Changes>25%)
(a) Current Ratio 1.15 1.23 (6.81)
Total Current Assets (Numerator)
Total Current Liabilities (Denominator)
Remarks:- Due to expansion in Fixed Assets, the funds from internal accruals are utilising in capital expenditure. And
consequently, despite good profitability, current ratio has been decreased.
(b) Debt Equity Ratio
Total Borrowings (Numerator) 1.41 1.02 39.00
Total Equity (Denominator)

Page - 111 Annual Report 2023-24

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
Remarks:- Due to increase in borrowings, this ratio has been increased.
c) Debt Service Coverage Ratio
Earning for Debt Service = Net Profit after taxes + Noncash operating 2.42 1.69 43.50
expenses + Interest + Other non-cash (Numerator)
Debt service = Interest and lease payments + Principal repayment
(Denominator)
Remarks: Due to increase in profits, this ratio has been increased.
(d) Return on Equity Ratio 0.29 0.14 105.72
Net Profit After Tax
Average total equity (Denominator)
Remarks : The Return on Equity Ratio has been changed due to increase in net profit.
(e) Inventory Turnover Ratio:-
Cost of Goods Sold=Cost of Material Consumed+Purchase of Stock in 4.14 2.48 66.58
Trade+Change in Inventory of Finished Goods, Work in Progress and
Stock in Trade (Numerator)
Average Stock (Denominator)
Remarks : Due to increase in turnover by more than two times, the purchase has also been increased proportionately and
consequently Inventory turnover ratio has been increased.
(f) Trade Receivables Turnover Ratio:-
Revenue from Operations (Numerator) 5.65 4.04 39.88
Average Trade Receivables (Denominator)
Remarks : Due to increase in turnover by more than two times, receivable turnover ratio has been increased.
(g) Trade Payables Turnover Ratio:-
Net purchase = Purchase of Stock in trade + Purchase of Raw Material 4.29 3.88 10.65
(Numerator)
Average Trade Payables(Denominator)
(h) Net Capital Turnover Ratio:- 13.39 7.62 75.64
Revenue from Operations (Numerator)
Working Capital = Total Current Asset - Total Current Liabilities
(Denominator)
Remarks : Due to increase in turnover This ratio has been increased.
(i) Net Profit Ratio:-(In %age) 4.76 4.22 12.57
Profit for the period (Numerator)
Revenue from Operations (Denominator)
(j) Return on Capital Employed:-
Earning before finance cost and tax (Numerator) 0.36 0.24 48.81
Capital employed = Tangible Net worth + Total Borrowings + Deferred
Tax Liabilities(if any) (Denominator)
Remarks : The Return on Capital Employed has been changed due to increase in earnings.

NOTE NO 33 SEGMENT REPORTING:-

The Company primarily operates in one segment which comprises of manufacturing and sale of Wires & cables identified in
accordance with principle enunciated in Accounting Standard AS-17, Segment Reporting. Hence, separate business segment
information is not applicable.
The board of directors of the Company, which has been identified as being the chief operating decision maker (CODM),
evaluates the Company’s performance, allocate resources based on the analysis of the various performance indicator of
the Company as a single unit. Therefore, there is no reportable segment for the Company as per the requirement of AS-17
“Operating Segment”
The Company has three manufacturing Unit in the state of Uttarakhand and all the company is supplying its product within India
and outside India, there is no Geographical segments for disclosure as the secondary segment.

Annual Report 2023-24 Page - 112

 V-MARC INDIA LIMITED
CIN - L31908UR2014PLC001066
NOTES TO FINANCIAL STATEMENTS
Rs. in Lacs unless otherwise stated
NOTE NO. 34. OTHER STATUTORY INFORMATION: -
i. The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company
for holding any Benami property.
ii. The Company do not have any transactions with companies struck off.
iii. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
iv. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
v. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Company (Ultimate Beneficiaries), or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vi. The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with
the understanding (whether recorded in writing or otherwise) that the Company shall
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Company (Ultimate Beneficiaries), or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
vii. The Company do not have any transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 such as, search or survey or
any other relevant provisions of the Income Tax Act, 1961.
viii. During the year, Mr. Vikas Garg, Director has received an Interim Ex-Parte Order dated 28th February, 2024 from Securities
and Exchange Board of India (SEBI) in his individual capacity in respect of alleged manipulative trading in scrip of M/s
V-Marc India Limited. Since the order is passed against Director in his individual capacity, the company is not required to
disclosre any contingent liability on the basis of above order.

As per Our Separate Report of Even date. For & on behalf of the Board of Directors
For Rajeev Singal & Co of V- Marc India Limited
Chartered Accountants

(CA Sunil Kumar ) Deepak Prabhakar Tikle Vikas Garg

Partner Executive Director Managing Director
M No 408730 DIN- 09756849 DIN- 05268238
FRN: 008692C

Date: 07th May, 2024 Anuj Ahluwalia Beer Singh Rana

Place: Haridwar Company Secretary Sr. Manager Accounts

Page - 113 Annual Report 2023-24