Vivid Global Industries Ltd

To the Members,

Your directors have pleasure in presenting the Thirty Seventh Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2024.

1. FINANCIAL STATEMENTS & RESULTS

a. FINANCIAL SUMMARY :

Financial summary and performance highlights of your Company, for the financial year ended 31st March, 2024 are as follows

b. OPERATIONS:

Due to the ongoing vulnerabilities of our domestic economy & the global market dislocation the Company has recorded a marginally lower total income of Rs.3487.00 Lakhs as compared to Rs. 3663.25 Lakhs for the previous year but however the company has reported a reported a profit after tax of Rs. 18.25 lakhs in the current year as against a net loss after tax of Rs.18.82 Lakhs for the previous year.

c. FUTURE PROSPECTS:

Looking at the current scenario, the F.Y. 2024-25 will be most challenging year for the Dyes & Dye Intermediate Industry and it all depends upon how the recession and inflationary pressures will affect the industry and on that basis only the market can stabilize.

d. DIVIDEND:

In order to plough back the entire profits after tax into the business of the company, no dividend was recommended by the board of directors.

e. CHANGE IN SHARE CAPITAL:

There is no change in the Paid-up Share Capital of the Company as on 31st March 2024, which was Rs.4,56,44,350/- comprising of 91,28,870 Shares of Rs.5/- each. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the period under review.

f. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

g. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under the Listing Regulations, which form an integral part of this Report, is set out as separate "Annexure C".

h. FINANCE:

Cash and cash equivalents as at March 31, 2024 was Rs.2,00,48,800/-. The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters which were kept under strict check through continuous monitoring.

i. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

j. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. The disclosure of material Related Party Transaction in FORM AOC-2 is given in "Annexure A" to this report.

k. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

2. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Companies Act, 2013, Shri. Sumish S. Mody, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his reappointment. Shri. Miten Mody (DIN: 02422219) was re-appointed as a Wholetime Director of the company from 12th August, 2019 to 11th August, 2024. Considering the performance evaluation, contributions to the Company during his term of office, their background, qualification and experience and based on the recommendation of the Nomination and Remuneration Committee, the Board proposed the re-appointment of Shri. Miten Mody subject to the approval of the shareholders in the AGM for another term of 5 years with effect from 12th August, 2024. Further, Mr. Nainesh Sumantrai Desai, Non-Executive Independent Director who was appointed on 20th May, 2019 for a term of 5 years is also based on the recommendation of the Nomination & Remuneration Committee, the board proposed his reappointment for second term of 5 years commencing from 20th May, 2024 till 19th May, 2029, subject to the approval of the shareholders in the ensuing AGM.

• DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the relevant rules. In the opinion of the Board, they fulfill the conditions of independence as specified in the and Rules made thereunder and are independent of the Management.

• BOARD EFFECTIVENESS :

i. Familiarization Programme For Independent Directors

Pursuant to requirements of the Listing Regulations, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company's procedures and practices. Periodic presentations are made at the Board and Board constituted Committee Meetings pertaining to business and performance updates of the Company, global business environment, business strategies and risks involved. Directors attend training programme/ conferences on relevant subject matters and keep themselves abreast of the latest corporate, regulatory and industry developments.

The same has been posted on website of the Company viz; www.vividglobalinds.com

ii. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES a. BOARD MEETINGS:

During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(3) and 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficientcare 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

c. NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Report on Corporate Governance, which forms part of this Report.

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

d. AUDIT COMMITTEE:

The details pertaining to the composition of the Audit Committee are included in the Report on Corporate Governance, which forms part of this Report.

During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee.

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

f. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman of the Company. The Internal Auditor appointed by the Company viz. Shri. Mihir Poria monitors and evaluates the efficacy and adequacy of internal

The Board addresses significant Company, its compliance with operating systems, accounting procedures and policies at all locations of the raised by both the Internal Auditors and Statutory Auditors. Company.

g. BUSINESS RISK MANAGEMENT :

Integrated enterprise risk management framework is in existence under which the common prevailing risks in the risks so identified are reviewed on periodic basis by the Audit Committee and the Company are identified, the management's actions to mitigate the risk exposure in a timely manner are assessed.

A risk management policy under the above said enterprise risk management framework as approved by the Board has been adopted by the Company and being reviewed on yearly basis.

At present the company has not identified any element of risk which may threaten the existence of the company.

h. REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND OTHER APPLICABLE PROVISIONS :

• Information pursuant to Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-

i. The percentage of increase in remuneration of each Director, Chief Financial Officer and Company during the financial year 2023-24, ratio of the remuneration of the employees of the company for the financial year 2023-24 and the comparison of remuneration of each KMP against the performance of the company are as under:

iii. The median remuneration of employees of the Company during the financial year was Rs. 2.82Lakhs;

iv. In the financial year, there was no change in the median remuneration of employees;

v. There were 44 permanent employees on the rolls of Company as on 31st March, 2024;

vi. Relationship between average increase/ decrease in remuneration and company performance:

The Profit before Tax for the financial yearended 31 st March, 2024 stood at Rs.20,47,862/- from the loss of Rs.2,92,818/- posted in the same period last year. There was a little change in the median remuneration from 2.64 lakhs to 2.82 lakhs. The average increase in median remuneration was in line with the increase in the inflation for the year.

vii. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: The total remuneration of Key Managerial Personnel was Rs. 64,20,000/- for the FY 2023-24 as compared to Rs. 69,90,000/- for the FY 2022-23. Whereas profit before tax stood at Rs. 20,47,862/- from the loss of Rs. 2,92,818/- posted in the same period last year.

viii. a) Variations in the market capitalization of the Company: The market capitalization as on 31st March, 2024 was Rs. 1,472.49 Lakhs (Rs. 1,650.49 Lakhs as on 31st March, 2023).

b) Earnings ratio of the Company was 0.20 as at 31st March, 2024 and was (0.21) as at 31st March, 2023.

ix. Minor increase in the salary of employees due to the increase in inflation is made other than the managerial personnel in the last financial year i.e. 2023-24.

x. The key parameters for the variable component of remuneration availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy of the Company.

xi. During the year ended 31st March, 2024, there was no employee, who is not a Director of the Company and received remuneration in excess of highest paid Director of the Company.

xii. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

xiii. The Remuneration paid to the managerial personnel is well within section II of Part-II of schedule V of the companies (appointment and remuneration of managerial Personnel) Rules,2014, in case of inadequate Profits or loss during the year.

• Information pursuant to Rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:- There was no employee, who is paid in excess of the limit as specified in the rule.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2024:

There are no qualifications, reservation or adverse remark or disclaimer made by statutory auditor in his report. The observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2024:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Pankaj S Desai, a firm of company Secretaries in practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit report of the Company for the financial st March, yearended31 2024 in the prescribed Form MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure B".

c. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. K.M. KAPADIA & ASSOCIATES, Chartered Accountants (Firm Reg No. 104777W) the auditors of the Company has been appointed by the Shareholders at the 35th Annual General Meeting of the Company held on 29th September, 2022 for a period of 5 years i.e. upto conclusion of 40th Annual General Meeting on a remuneration (including terms of payment) fixed by the Board of Directors of the Company, based on the recommendation of the Audit Committee, plus applicable taxes, as may be applicable, and reimbursement of all out-of-pocket expenses in connection with the audit of the accounts of the Company for the years ending March 31, 2023 upto March 31, 2027. from the Auditors toInthisregard, the Company has received effect that their appointment Certificate as Auditors continues to be in accordance with the provisions of the Act.

d. INTERNAL AUDIT:

Shri. Mihir Poria, Internal Auditor of the Company has carried out audit on various expense heads of the Company and site and inventory management. The findings of the Internal Auditors are discussed on an ongoing basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee. The Board of Directors has in their meeting held on 08th August, 2024 re-appointed Mr. Mihir Poria, as Internal Auditor for the year 2024-25.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

The Annual Return for FY 2023-24 as per provisions of the Act and Rules thereto, is available on the Company's website at www.vividglobalinds.com

b. CONSERVATION OF ENERGY:

i. Though the Company's manufacturing operations do not involve substantial energy consumption, the Company has taken adequate steps to improve energy utilization wherever possible.

ii. Additional investments and proposals for reduction of consumption of energy- No additional investments made during the year.

iii. Impact of the above measures: Nil

iv. Total energy consumption and energy consumption per unit of production: "FORM – A" Not Applicable.

c. TECHNICAL ABSORPTION, ADAPTION AND INNOVATION:

i. The Company is having in-house R&D facilities for all its products and doing continuous research for its improvement.

ii. The Company is examining possibilities of new technology to improve the quality and yield of the products development by in-house technical personnel.

iii. Imported Technology: No technology was imported by the Company during the year under review.

d. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

e. FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Activities relating to export, initiative taken to increase exports, development of new export markets for products and services. During the current year, the Company has exported its products to Far East Countries. Efforts are being made to develop new markets and the Company expects substantial increase in exports during the current year.

f. CHANGE IN THE NATURE OF BUSINESS:

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

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

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

h. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 31st March, 2024 to which the financial statements relates and the date of signing of this report.

i. CORPORATE GOVERNANCE:

The Corporate Governance, which form an integral part of this Report, are set out as separate Annexure D, together with the Certificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in Listing Regulations.

j. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act') and Rules made thereunder, your Company has adopted a policy for prevention of sexual harassment at work place and has constituted an Internal Complaints Committee. During the year, the Company has not received any complaints on sexual harassment under the said Act.

k. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under the second provision of Section143(12) of the Act.

l. HUMAN RESOURCES (HR):

The Company's HR policies and procedures are designed to recruit and retain the best talent to support the operations of your Company and to align the interests of all employees with the long term organizational goals.

6. GENERAL

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

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise. c. Issue of sweat equity shares to employees of the Company under any scheme.

d. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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

f. No revision of Financial Statements has been done during the year under review.

7. LISTING OF SHARES

Your Company's shares are listed on the Bombay Stock Exchange Limited. Listing fees of BSE Limited has been paid within the stipulated time period.

8. ACKNOWLEDGEMENTS AND APPRECIATION:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Director take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the . Company andits management