The Board of Directors are pleased to present the 35^th Annual Report of VR Woodart Limited ('the Company') along-with the Audited Financial Statements for the Financial Year ('FY') ended March 31, 2025.

1. FINANCIAL SUMMARY & HIGHLIGHTS

The financial performance of your Company for the Financial Year ended 31^st March 2025 is as under:

The above figures are extracted from the Financial Statements for the Financial Year ended March 31, 2025, prepared in accordance with Indian Accounting Standards ('Ind AS') as notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Companies Act, 2013 ('the Act').

2. FINANCIAL PERFORMANCE AND STATE OF THE COMPANY'S AFFAIR

During the year under review, the Company had no operations and did not generate any revenue and the Company's losses stood at INR 13.12 Lakh as compared to INR 9.13 Lakh in the previous year.

3. RESERVES

The Board of Directors of your Company have not transferred any amount to the Reserves/general reserves due to losses incurred during the year under review.

4. DIVIDEND

In view of the losses incurred during the year under review, your directors do not recommend any dividend for the year.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THE REPORT.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Report, except, the Members of the Company at their Extra Ordinary General Meeting held on April 4, 2025 approved the following matters which may have impact on the financial position of the Company:

i. Increase in Authorised Share Capital of the Company and consequent alteration of the Capital Clause-V of Memorandum of Association & Article 4 of the Articles of Association of the Company

ii. Preferential issue of -

a. 1,24,20,000 Equity Shares at an issue Price of Rs. 22/- per Equity Share (including premium) and 40,80,000 Convertible Warrants at an issue price of Rs. 22/- per Warrant (including premium) to allottees (Ms. Maddukuri Mounica and Mrs. Minal Patil ('Acquirers')] who currently belong to Non-Promoter Category but shall be classified as Promoters pursuant to Open offer under SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 and

b. 15,70,000 Equity shares at an issue price of Rs. 22/- per Equity Share (including premium) and 80,00,000 Convertible Warrants at an issue price of Rs. 22/- per Warrant (including premium) to allottees belonging to Non-Promoter Category

Other material information-

i. The Share Purchase Agreement dated Friday, March 07, 2025, executed between the Acquirers and Faze Three Limited, Existing Promoter Shareholder, the Acquirers have agreed to acquire 9,00,000 equity shares of the Company held by Faze Three Limited.

ii. Pursuant to the above mentioned transaction and the afore-mentioned preferential issue, the acquirers have given an open offer to the Public Shareholders of the Company vide Initial Public Announcement dated March 07, 2025 and Detailed Public Announcement published on March 13, 2025.

iii. Further, the existing Promoters/Promoter Group of the Company have divested their entire shareholding except 9,00,000 shares as mentioned in point no. (i). On completion of the open offer and other regulatory requirements, these shares will be transferred to the Acquirers.

iv. As a consequence to the above and on necessary application and receipt of approval of the stock exchange, there will be a change in the existing promoters and promoter group of the Company who shall reclassify themselves as Public Category/Non-Promoter and the Acquirers shall classify themselves as the Promoters/ Promoter Group of the Company.

6. SHARE CAPITAL

As aforementioned, the Authorised Share Capital of the Company was increased by the Members of the Company at their Extra Ordinary Meeting held on April 04, 2025. Accordingly, the Authorised Share Capital of the Company as on the date of this Report is INR 50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) Equity Shares of face value of INR 10/- each.

The paid-up share capital of the Company as on the date of this Report is INR 14,89,18,060/- divided into 1,48,91,806 (One Crore Forty-Eight Lakh Ninety-One Thousand Eight Hundred and Six) Equity Shares of face value of INR 10/- each.

During the year under review, there were no changes in the Issued, Subscribed or Paid-up Share Capital of the Company.

Further, the allotment pursuant to the preferential issue of Equity shares and Convertible warrants as aforementioned is under process and pending for approval from the requisite authorities as on the date of this Report.

7. MANAGEMENT 7.1 DIRECTORS

As on the date of this Report, the Board of Directors of the Company comprised of the following:

During the year under review, the following changes took place in the composition of the Board:

A. Resignations:

i. Mrs. Rashmi Anand, Chairman and Whole-Time Director, resigned from her office with effect from February 07, 2025;

ii. Mr. Sanjay Anand, Non-Executive Director of the Company resigned from his office with effect from February 07, 2025.

B. Appointments:

i. Mr. Anwar Shaikh was appointed as an Additional Director (Whole-Time) of the Company on February 07, 2025;

ii. Mrs. Divya Pai was appointed as an Additional Director (Non-Executive) of the Company on February 07, 2025;

iii. Mrs. Nidhi Bhatt was appointed as an Additional Director (Independent) of the Company on February 07, 2025.

The appointment of the above mentioned Directors, who were initially inducted as Additional Directors of the Company, was duly regularized by the Members at their Extra-Ordinary General Meeting held on April 04, 2025.

On the basis of the written representations received from the Directors, none of the above Directors are disqualified under Section 164 of the Act.

7.2 KEY MANAGERIAL PERSONNEL (KMP):

During the Financial Year 2024-25, following changes took place in the positions of Key Managerial Personnel:

i. Mrs. Rashmi Anand, Whole-Time Director, resigned from her office with effect from February 07, 2025;

ii. Mr. Anwar Shaikh was appointed as a Whole Time Director of the Company with effect from February 07, 2025;

iii. Ms. Shagufta Sadikot ceased to be a Company Secretary and Compliance Officer upon her resignation at the close of business hours on August 17, 2024;

iv. Mr. Siddharth Dwivedi was appointed as the Company Secretary and Compliance Officer with effect from January 02, 2025;

v. Mr. Anwar Shaikh ceased to be Chief Financial Officer of the Company upon his resignation at the close of business hours on August 05, 2025;

vi. Mr. Sudesh Pingale was appointed as the Chief Financial Officer of the Company with effect from August 06, 2025.

In compliance with the provisions of Section 203 of the Act, following are the KMP's of the Company as on the date of this Report.

8. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to Section 178 of the Act read with Schedule IV thereto and Regulation 17 of the Securities and Exchange Board of India ('SEBI') (Listing Obligations and Disclosure Requirements), Regulations 2015 ('Listing Regulations'), a formal evaluation of Board's performance and that of its Committees and individual Directors has been carried out by the Board.

The evaluation of all the Directors including Independent Directors was carried out by the entire Board, except for the Director being evaluated. The performance is evaluated after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, experience and

competencies, attendance, effectiveness of Board processes, information and functioning, independent approach, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI on January 05, 2017.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, attendance of the Members, recommendations to the Board and their implementation, effectiveness of Committee meetings, etc.

The Independent Directors at their meeting held on November 07, 2024 evaluated the performance of the Non-Independent Directors and the Board as a whole. Since, currently there is no Chairperson, the Whole-Time Director after considering the views of other Directors, assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board of Directors expressed their satisfaction with the evaluation process.

9. DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT.

All Independent Directors have submitted requisite declarations confirming that they:

i. meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent;

ii. have complied with the Code of Conduct laid down under Schedule IV of the Act and

iii. they have registered themselves with the Independent Director's Databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise required under all applicable laws and the policies of the Databank.

10. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Board Members are provided with necessary documents, reports and internal policies to enable them to familiarize with the Company's procedures and practices.

Pursuant to the Listing Regulations, the Company organizes Familiarization Programme periodically for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The Board familiarization process comprises of the induction programme for new Independent Directors, sessions on business and functional issues and strategy making. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company including finance, sales, and overview of business operations, business strategy and risks involved.

During the year under review, the Independent Directors were familiarized with business model, key updates on business performance, and legal/ regulatory updates at Board Meetings as well as through periodic reports.

The policy for Familiarization Programme for the Independent Directors is available on website of the Company at https://www.vrwoodart.com/4corporategovernance.html.

11. BOARD MEETINGS

During the year under review, 7 (Seven) Board meetings were convened, the details of which are given in the Corporate Governance Report. In case of any urgent business need, where the meeting of the Board of Directors is not envisaged, the Board's approval is taken by passing resolutions by circulation, as permitted by law, which are noted and confirmed in the subsequent Board Meeting. The intervening gap between the meetings was within the period prescribed under Section 173 of the Act and Regulation 17 of the SEBI Listing Regulations.

12. COMMITTEES OF THE BOARD

The details of all the Committees of the Board along with their terms of reference, composition and meetings held during the year are provided in the Corporate Governance Report which forms a part of this Report.

13. POLICIES ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

In accordance with the provisions of Section 134(3)(e) read with Section 178(2) of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations, your Company has adopted a Policy on Nomination & Remuneration which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors, and remuneration for the Directors, Key Managerial Personnel and other employees. The said policy can be accessed on the website of the Company at https://www.vrwoodart.com/5policies.html.

14. DISCLOSURE RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The Disclosure pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in this Report as-

i. The Company has no employees and the Company did not remunerate its Directors and CFO during the year in view of the losses;

ii. The Remuneration paid to the Company Secretary (Key Managerial Personnel) is provided in the Notes to Financial Statements of the Company. However, since there were changes in the position of Company Secretary during the year, the percentage increase in remuneration of the Company Secretary during the year is not applicable.

15. RECEIPT OF ANY COMMISSION FROM COMPANY OR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY COMPANY BY MD / WTD / ANY DIRECTOR

During the year under review, the Company has not paid any commission to any of its Directors. Further, the Company does not have a holding/subsidiary company.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Act, the Directors hereby confirm that:

a) in the preparation of the Annual Financial Statements for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements for the Financial Year ended March 31, 2025 have been prepared on a going concern basis; and

e) proper internal financial controls were in place, the same were followed by the Company and that such internal financial controls were adequate and were operating effectively;

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

17. INTERNAL CONTROLS

The Company has adequate internal control systems which monitor business processes, financial reporting and compliance with applicable regulations.

The entity-level policies include Anti-Fraud Policies (such as Code of Conduct for Directors and Senior Managerial Personnel and Whistle Blower Policy) and other policies (such as Insider Trading Policy and Code of Fair Disclosure of Unpublished Price Sensitive Information).

These internal controls are reviewed by Internal Auditors every year. The Company has carried out evaluation of design and effectiveness of these controls and has noted no significant material weaknesses or deficiencies that can impact Financial Reports.

18. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associate or Joint Venture Company as on March 31, 2025. Accordingly, Form AOC-1 pursuant to Section 129(3) of the Act is not applicable to the Company.

19. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year under review, the Company has not made any investments, advanced any loans or provided any guarantee falling under Section 186 of the Act.

20. DEPOSITS / LOANS FROM DIRECTORS

i. The Company has not accepted any deposits from the public falling within the ambit of Section 73 and 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 or under Chapter V of the Act.

ii. The Company obtained a loan amounting to ^11 lakh from Mr. Sanjay Anand, who was, during the year, a Non-Executive Director of the Company, to fulfill the day-to-day administrative and statutory expenses/obligations of the Company. During the year under review, the Company partially repaid the said loan, with an outstanding balance of ^2 Lakh remaining as on March 31, 2025.

Mr. Sanjay Anand had furnished a declaration in writing to the Company declaring that the said loan is given out of his owned funds and not out of funds acquired by him by borrowing or accepting loans or deposits from others. The said loan was duly approved by the Members of the Company at their AGM held on September 29, 2023.

21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

As per the SEBI Listing Regulations, if any related party transaction exceeds Rs 1,000 Crore or 10% of the Annual Consolidated Turnover as per the last Audited Financial Statement whichever is lower, it would be considered as material and require approval from Members. In this regard, the Members of the Company at their AGM held on September 29, 2023, approved the availing loan of upto Rs. 1,00,00,000 (Rupees One Crore) from then Non-Executive Director, Mr. Sanjay Anand (resigned w.e.f. February 07, 2025) to meet the day-to-day administrative expenses, statutory expenses and obligations as aforementioned.

However, during the year under review, the Company has not entered into any transactions with related parties as per Section 188 of the Act and thus, there were no material transactions of the Company with any of its Related Parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not provided by the Company for FY 2024-25.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board is available at http://www.vrwoodart.com/5policies.html .

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions with respect to Corporate Social Responsibility are not applicable to the Company as the Company does not fall within the purview of Section 135 of the Act and Rules made thereunder.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company did not conduct any operations during the year under review, disclosures as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgoings are not applicable to your company during the year under review.

24. RISK MANAGEMENT

The Company has put in place a mechanism for periodical reviews to ensure that risk, if any, is controlled by the Management through the means of a properly laid-out framework. The Audit Committee has additional oversight in the area of financial risks and controls.

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formed and adopted Vigil Mechanism / Whistle Blower Policy as per Section 179 of the Act and Regulation 22 of the Listing Regulations for directors and employees to report their genuine concerns about unethical behavior. The Vigil Mechanism provided for adequate safeguards against victimization of Directors or employees or any other person who availed the mechanism and no person has been denied access to the Chairperson of the Audit Committee. The said policy is available on the website of the Company and the web link of the same is http://www.vrwoodart.com/5policies.html.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

No significant material orders were passed by the regulators, courts, or tribunals during the year under review that would have an impact on the Company's going concern status or its future operations.

27. AUDITORS AND THEIR REPORT

A. Statutory Auditors

At the Company's 32^nd Annual General Meeting (AGM) held on September 19, 2022, M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, Mumbai (FRN: 000038N) (hereinafter referred to as 'M/s. TVA') were re-appointed as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion of the 32^nd AGM until the conclusion of the 37^th AGM of the Company to be held in the year 2027.

The Auditor's Report on the Financial Statement of the Company for the FY 2024-25 does not contain any qualification, reservation, adverse remark, or disclaimer.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Companies Act 2013 or to the Central Government.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. A. D. Parekh & Associates, Practicing Company Secretaries to undertake Secretarial Audit for the FY 2024-25 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made thereunder, the Listing Regulations and other Acts and Regulations applicable to the Company. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed to this Report as 'Annexure I'.

The Secretarial Audit Report contains the following remark:

There was a delay of about 46 days in filling up the vacancy for the post of Company Secretary and Compliance Officer (Pursuant to Reg. 6(1A) of the SEBI (LODR) Regulations, 2015) by the Company caused due to resignation of the earlier Company Secretary and Compliance Officer.

The Board hereby clarifies as follows with respect to the above:

The delay was unintentional and resulted from the time required to properly screen, interview and select a suitable candidate for the position. The vacancy has been successfully filled by the Company.

Further, the Board of Directors at their meeting held on August 06, 2025 considered and recommended to the shareholders of the Company- the appointment of Mr. Amit Sagar Kochar, Practicing Company Secretary as the Secretarial Auditor of the Company for a period of 5 years, pursuant to Regulation 24A of the Listing Regulations, to conduct the Secretarial Audit for the FY 2025- 26 till 2029-30. The shareholders shall consider the same and if deemed fit, approve the said appointment at their ensuing AGM.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

29. WEB ADDRESS OF ANNUAL RETURN

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return as on March 31, 2025, is placed on the website of the Company at http://www.vrwoodart.com/6shareholdersinformation.html

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations is presented as Annexure II forming part of this Annual Report.

31. CORPORATE GOVERNANCE

The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in the Regulation 15(2) of the SEBI Listing Regulations. Further, in compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, a detailed report on Corporate Governance is given as Annexure III and forms an integral part of this Annual Report.

The Chief Financial Officer of the Company gives annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations, copy of which forms part of the annexed Corporate Governance Report.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND MATERNITY BENEFIT ACT, 1961.

Since the Company is non-operational, it does not employ the minimum no. of employees (including minimum of female employees) to constitute an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of the complaints of sexual harassment as required by the Companies (Accounts) Second Amendment Rules, 2025 are as follows:

i. number of complaints of sexual harassment received in the year: NIL

ii. number of complaints disposed-off during the year: NIL

iii. number of cases pending for more than ninety days: NIL

33. DISCLOSURE AS PER MATERNITY BENEFIT ACT, 1961:

As afore-mentioned, the Company does not employ the minimum no. of employees required to comply with the provisions of the Maternity Benefit Act, 1961.

34. POLICIES AS REQUIRED UNDER VARIOUS LAWS

The Act and Listing Regulations mandated the formulation of certain policies for all Listed Companies, the same are formulated by the Company, approved by the Board and amended from time to time. The said mandated policies are also available at the website of the Company at http://www.vrwoodart.com/5policies.html. The policies are as follows:

i. 'Documents Retention & Archival Policy' as per Regulation 9 and Regulation 30 of the Listing Regulation;

ii. 'Policy for determining Materiality of events / information' as per Regulation 30 of the Listing Regulation;

iii. 'Policy for determining Material Subsidiary' as per Regulation 16(1)(c) of the Listing Regulations;

iv. 'Code of Fair Disclosure of Unpublished Price Sensitive Information' and 'Insider Trading Policy' as per SEBI (Prohibition of Insider Trading) Regulation, 2015;

v. 'Code of Conduct for Directors and Senior Managerial Personnel' as per Regulation 17 (5) of the Lising Regulations.

35. DISCLOSURE ON ACCOUNTING TREATMENT

The Company has adhered to the Accounting Standards without any differential treatment. The Financial Statements of the Company provide an accurate and unbiased representation of the Company's state of affairs, presenting a true and fair view.

36. COST AUDIT & MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act pertaining to the maintenance of cost records and cost audit requirement are not applicable to the Company.

37. OTHER DISCLOSURES:

i. There was no change in the nature of the business of the Company during the year under review.

ii. The Company has not issued any shares with differential rights as to dividend, voting or otherwise during the year under review.

iii. The Company has neither issued nor granted any Stock Options, Sweat Equity or Bonus Shares during the year.

iv. There were no revisions in the Financial Statements from the end of the Financial Year to date of the Directors' Report of the Company.

v. No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ('the IBC, 2016'), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable.

vi. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable for the period under review.

vii. There are no amounts which are due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2025.

The Directors take this opportunity to express their deep sense of gratitude to the Shareholders, Banks, Central and State Governments and their departments and the Local Authorities for their continued guidance and support.