Vishnu Chemicals Ltd

To the Members,

The Board of Directors are pleased to present the Company's Thirty Second (32nd) Annual Report and the Company's Audited Financial Statements (standalone and consolidated) for the financial year ended March 31,2025.

The Company's financial performance for the year ended March 31,2025, is summarised below:

Rs. in Lakhs

* including other income

During the financial year 2024-25, the Company delivered a strong performance on a consolidated basis, demonstrating continued growth and operational efficiency. The consolidated total income stood at Rs. 1,46,187.64 Lakhs, marking a robust increase of approximately 19.33% over the previous year's income of Rs. 1,22,505.72 Lakhs.

EBITDA for the year improved to Rs. 22,837.20 Lakhs from Rs. 20,156.00 Lakhs in 2023-24, reflecting enhanced profitability. The Profit After Tax (PAT) also recorded a healthy growth of 25.26%, rising to Rs. 12,664.27 Lakhs compared to Rs. 10,110.01 Lakhs in the previous year.

On a standalone basis, the total income increased to Rs. 1,10,983.97 Lakhs, as against Rs. 1,02,695.06 Lakhs in 2023-24, registering a year- on-year growth of 8.07%. However, standalone EBITDA declined to Rs. 14,430.09 Lakhs compared to Rs. 15,772.00 Lakhs in the previous year, primarily due to cost escalations. Conseguently, the standalone PAT stood at Rs. 8,023.82 Lakhs, down from Rs. 9,427.03 Lakhs in the prior year.

The Company remains committed to sustainable growth, operational excellence, and delivering long-term value to stakeholders, while continuing to navigate dynamic market conditions with resilience and strategic agility.

Rs. in Lakhs

Based on the strong consolidated performance in 2024-25, marked by double-digit growth in total income and PAT, the Company is well-positioned for sustained future growth. The consistent increase in revenue and profitability reflects operational strength and market resilience. With a focused strategy, ongoing efficiency initiatives, and a commitment to value creation, the Company is poised to capitalise on emerging opportunities and drive long-term growth across its business segments.

Outlook is covered in Management Discussion and Analysis forming part of this Annual Report.

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report. As required under the provisions of the Listing Regulations, the Audit Committee of the Company has reviewed the Management Discussion and Analysis report of the Company for the year ended March 31,2025.

The Board at its meeting held on May 15, 2025 has recommended Dividend of Rs. 0.30 (i.e. 15%) per eguity share of Rs. 2/- each for the financial year 2024-25 (previous year Rs. 0.30/- per eguity share of Rs. 2/- each i.e. 15%) amounting to Rs. 201.94 Lakhs. The dividend pay-out is subject to the approval of the shareholders at ensuing Annual General Meeting. The dividend will be paid to the members whose names appear in register of members i.e. as on Lriday, August 8, 2025.

The Company has adopted the Dividend Distribution Policy in accordance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") to determine the distribution of dividends on eguity shares of the Company. The Dividend Distribution Policy is available on the Company's website, at

https://vishnuchemicals.com/wp-content/uploads/2022/05/VCL-Dividend-Distribution-Policy-dt-16052022.pdf.

The Board of Directors has decided to retain the entire amount of profits for 2024-25 in the Retained Earnings.

During the year under review there was no change in the authorised share capital of the Company. The authorised share capital of the Company is Rs. 95,00,00,000/- divided into 2,50,00,000 Eguity Shares of Rs. 2/- each and 8,00,00,000 Preference Shares of Rs. 10/- each.

However, the Company by way of variation of rights converted the /% 76,63,5/,500 Cumulative Redeemable Preference shares of Rs. 10/-each to 7% 76,63,57,500 Compulsory Convertible Preference Shares of Rs. 10/- each to 17,88,089 eguity shares of Rs. 2/- and accordingly allotted the said eguity shares to the promoters of the Company on January 24, 2025. The necessary listing and trading approvals were received by the Company as per prescribed timelines.

The issued, subscribed and paid-up share capital of the Company as on financial year ended March 31, 2025 was Rs. 13,46,30,568/- divided into 6,73,15,284 Eguity Shares of Rs. 2/- each.

The Company completed the utilisation of the proceeds of the QIP as stated in the Offer document as per Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by first guarter of the financial year 2024-25 and the same was updated to Audit Committee and filed with the stock exchanges.

The promoters of the Company have consistently demonstrated their confidence in its long-term prospects by providing financial support as needed. The following is the promoter's shareholding as on March 31,2025:

There is no change in the nature of the business of the Company or any of its subsidiaries during the year under review.

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report i.e. between March 31, 2025 to May 15,2025

The Company did not accept any deposits within the meaning of section 73 of the Companies Act, 2013 during the year. As such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

The eguity shares of your Company continue to be listed and traded on the BSE Limited and National Stock Exchange of India Limited.The Annual Listing fee for the year 2024-25 has been paid to both the Stock Exchanges. There was no suspension on shares of the Company during the year.

(i) Vishnu Barium Private Limited (VBPL)

VBPL is a material subsidiary w.e.f. April 1,2019, as per SEBI (LODR) Regulations, 2015, as amended from time to time, read with the policy for determining material subsidiaries as approved by the Board. A copy of the policy can be accessed on the Company's website at the link: https://www. vishnuchemicals.eom/investors/#Polides

VBPL, in turn, has two wholly-owned subsidiaries i.e., (a) Ramadas Minerals Private Limited, which was aeguired on July 19, 2023 and (b) VCHEM Trading FZE, which was incorporated on September 18, 2023 in Dubai, UAE.

(ii) Vishnu South Africa (Pty) Limited (VSAL)

VSAL is yet to commence its operations.

(iii) VCHEM Global Inc.

VCHEM Global Inc. was incorporated on September 4, 2023 in Texas, USA and is yet to commence its operations.

(iv) Vishnu Strontium Private Limited (formerly known as Jayansree Pharma Private Limited) (VSPL)

VSPL (formerly known as Jayansree Pharma Private Limited) was aeguired on November 30, 2024.

(v) Vishnu International Trading FZE (VIT)

VIT was incorporated on November 14, 2023 in Dubai, UAE it did not commence operations since incorporation. The Board of Directors on January 24, 2025 passed a resolution to close the Company pursuant the approval of relevant authorities in UAE.

The Company doesn't have any joint ventures or associate companies. Further, no company has ceased to be subsidiary of the Company during the year except Vishnu International Trading FZE. The closure of VIT is under process.

A report on the financial position of each of the subsidiaries as per the Act is provided in Form AOC-1 attached as 'Annexure A'.

During the year, the Board of Directors reviewed the affairs of the subsidiaries and prepared consolidated financial statements (CFS) of the Company and its subsidiaries for the financial year 2024-25 in compliance with the provisions of Section 129(3) of the Companies Act, 2013 and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The consolidated

financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries as approved by the respective Board of Directors. The audited CFS together with the Auditor's Report thereon forms part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act the audited financial statements including consolidated financial statements and related information of the Company and audited accounts of the each of its subsidiaries are available on Company's website www.vishnuchemicals.com. The annual accounts of the subsidiaries and related detailed information will be made available to investors seeking information till the date of the AGM.

Particulars of loans, guarantees, security and investments covered under section 186 of the Companies Act, 2013 forms part of the notes to the financial statements (please refer Note No 3 & 4). During the financial year, the Company has not given any loans and advances to the firms/ Companies where directors of the Company are interested except to its subsidiaries.

The Board received a declaration from all the directors under section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disgualified under the provisions of the Companies Act, 2013 ('Act') or under the Listing Regulations.

a. Based on the recommendations of Nomination and Remuneration Committee (NRC), the Board at its meeting held on May 15, 2025, approved re-appointment of Mrs. Sita Vanka (DIN: 0/016012) as Independent Director of the Company for a second term of two (2) years i.e from May 16, 2025 to May 15, 202/ subject to the approval of shareholders under section 149 and all other applicable provisions of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 at the ensuing annual general meeting of the Company. Accordingly resolution is being proposed in the notice of 32nd AGM along with explanatory statement therefore, for approval of members of the Company by passing special resolution.

Pursuant to the provisions of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by Institute of Company Secretaries of India (ICSI), brief particulars of the directors proposed to be appointed/ re-appointed are provided as an annexure to the notice convening the AGM.

The Board recommends the Special Resolution set out at Item No. 5 of the Notice for approval of the Members.

b. In accordance with the provisions of Section 152ofthe Act and the Articles of Association of the Company, Mrs. Ch. Manjula, Non- Executive of the Company, retires by rotation at the ensuing ACM and being eligible, has offered herself for re-appointment.

Pursuant to the provisions of Regulation 36 of the Listing Regulations and Secretarial Standard - 2 (SS-2) on General Meetings issued by Institute of Company Secretaries of India (ICSI), brief particulars of the directors proposed to be appointed/ re-appointed are provided as an annexure to the notice convening the AGM.

The Board recommends the Ordinary Resolution set out at Item No. 3 of the Notice for approval of the Members.

The Members at the 27th Annual General Meeting held on August 14, 2020 approved the re-appointment of Mr. Ch. Krishna Murthy as a Managing Director of the Company for a term of five (5) years w.e.f. January 2, 2021 up to January 1, 2026. Further, as per approved terms and conditions of his re-appointment and based on the recommendations of Nomination & Remuneration Committee, the Board at its meeting held on May 19, 2021 approved increase in remuneration of Mr. Murthy from Rs. 66.00 lakh per annum to Rs. 96.00 lakh per annum w.e.f. June 1, 2021 within the approved limits of the special resolution passed by the shareholders at 27th AGM of the Company. Later in 29th AGM shareholders approved the increase in remuneration from Rs. 96.00 Lakhs to ^ 192.00 Lakhs with effect from June 1, 2022. Accordingly present term of Mr. Ch Krishna Murthy as Managing Director would be uptill January 1,2026.

Based on the recommendations of Nomination & Remuneration Committee the Board of Directors at their meeting held on May 15,2025 approved the re-appointment of Mr. Ch Krishna Murthy as Chairman & Managing Director of the Company for further period of five (5) years w.e.f January 2,2026 subject to the approval by members. Further, since Mr. Ch Krishna Murthy will attain the age of seventy (70) years during the term of his re-appointment, approval of members is being sought for his re-appointment and payment of remuneration by way of Special Resolution at the ensuing Annual General Meeting.

The Board recommends the Special Resolution set out at Item No. 4 of the Notice for approval of the Members.

Pursuant to the provisions of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by Institute of Company Secretaries of India (ICSI), brief particulars of the directors proposed to be appointed/ re-appointed are provided as an annexure to the notice convening the AGM.

During the year, Mr. Chetan Navinchandra Shah ceased to serve as an Independent Director of the company on February 11, 2025, upon the completion of his second term. The Board sincerely acknowledges and appreciates his invaluable contributions and guidance throughout his tenure.

As on March 31, 2025, and in terms of Section 149 of the Act, Mr. Tirthankar Mitra (DIN: 02675454), Mr. V. Vimalanand (DIN: 02693721), Mrs. Sita Vanka (DIN: 07016012) and Mr. Naga Bhushan Bhagwati (DIN: 01564347) are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation!6(1 )(b) of the Listing Regulations and are independent from the management. The Independent Directors of the Company hold office till the end of their term of appointment or until completion of 75 years, whichever is earlier. They are not liable to retire by rotation in terms of Section 149(13) of the Act. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct for Board members and Senior Management and Codes under SEBI (Prohibition of Irasider Trading) Regulations, 2015.

The Board is of the opinion that the Independent Directors of the Company possess reguisite gualifications, experience and expertise in chemicals/ manufacturing industry, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold standards of integrity.

The Independent Directors of the Company got included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

The Board Members of the Company are provided with comprehensive opportunities to familiarise themselves with the organisation, its leadership, and its operations. To facilitate a deeper understanding of the Company's business, operational framework, and industry landscape, Directors are given access to all relevant documents and materials.

Independent Directors receive a formal letter of appointment outlining their roles, responsibilities, and terms of engagement at the time of their induction. Additionally, Executive Directors and Senior Management offer an overview of the Company's operations, ensuring that newly appointed Non-Executive Directors gain insights into the organisation's core values and commitments. They are also introduced to the organisational structure, the composition of various committees, board procedures, and risk management strategies.

Strategic presentations are conducted for the Board, allowing Directors to engage with Senior Management. Regular updates on the Company's developments are communicated through press releases, emails, and other channels. Periodic presentations by Senior Management provide the Board with insights into the Company's operations, strategic initiatives, risk factors, and new business developments, encouraging discussion and feedback. Furthermore, Directors receive ongoing briefings on their responsibilities and duties as they evolve. The Board is also kept informed of significant regulatory changes to ensure compliance and effective governance. The familiarisation programme along with terms and conditions of appointment of Independent Directors is disclosed on the Company's website https://www. vishnuchemicals.eom/investors/#Policies.

Mr. Ch. Krishna Murthy, Chairman & Managing Director; Mr. Ch. Siddartha, Joint Managing Director; Mr. Mahesh Bhatter, Chief Financial Officer and Ms. Vibha Shinde, Company Secretary & Compliance Officer, are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.There has been no change in the Key Managerial Personnel during the year.

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Finance Committee of Directors /. Investment Committee

The details of all the above Committees along with their composition, number of meetings and attendance at the meetings are provided in detail in the Corporate Governance Report annexed to this Board's Report.

During the year under review, six Board Meetings and five Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Fisting Regulations.

The Nomination and Remuneration Committee (NRC) is responsible to set the skills/ expertise/ competencies of the Board Members based on the industry and strategy of the Company and to formulate the criteria for determining gualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the Fisting Regulations. The Board has, on the recommendations of the Nomination & Remuneration Committee framed a policy for Remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company.

During 2024-25, the Board has also identified the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the business and sector applicable to the Company and those actually available with the Board. The Company has also mapped each of the skills, expertise and competencies against the names of the Board Members possessing the same.

The objective of the Company's remuneration policy is to attract, motivate and retain gualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognising the interests of Company's stakeholders.

The Non-Executive Directors (NED) are remunerated by way of sitting fee for each meeting attended and are also reimbursed out of pocket expenses incurred by them in connection with the attendance of the Company's Meetings.

A copy of the Nomination & Remuneration Policy is available on the website of the company at

https://vishnuchemicals.com/wp-content/uploads/2023/02/ N RC-Policy-dt-09022018-u pdated-on-10022023.pdf

Pursuant to the provisions of the Companies Act, 2013 and the Fisting Regulations the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured guestionnaire covering various aspects of the Board's functioning such as adeguacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017, the Company has adopted the criteria recommended by the SEBI. The Directors were given Six Forms for evaluation of the following:

a. Evaluation of the Board;

b. Evaluation of Committees of the Board;

c. Evaluation of Independent Directors;

d. Evaluation of Chairperson;

e. Evaluation of Non-Executive and Non-Independent

Directors; and

f. Evaluation of Managing Director.

The Directors were reguested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

A report on the above evaluation has been prepared and submitted to the Chairman with feedback for continuous improvement.

In a separate meeting held on May 15, 2025, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account the views of Executive Director and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees were also discussed.

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Board of Directors and Senior Management Personnel of the Company. A declaration to this effect has been signed by the Chairman & Managing Director forms part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules') are enclosed as 'Annexure B'to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules does notform part of this Report however the same shall be kept open for inspection in terms of Section 136 of the Act and any member can obtain a copy of the said statement by writing an email to the Company Secretary at investors@vishnuchemicals. com

Internal financial control systems of the Company are commensurate with its size and the nature of its operations.These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well- defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an established SAP system to record day-to-day transactions for accounting and financial reporting.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the internal auditors and statutory auditors to ascertain, their views on the internal financial control systems. The Audit Committee satisfied itself as to the adeguacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), including audit of internal financial controls over financial reporting and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adeguate and effective during 2024-25.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that for the year ended March 31,2025:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b. they 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 of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adeguate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adeguate and are operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adeguate and operating effectively.

M/s. Jampani & Associates, Chartered Accountants (FRN - 016581S), Hyderabad were re-appointed as statutory auditors of the Company for second term of five (5) years

i.e. from the date of 28th Annual General Meeting till the conclusion of 33rd AGM to be held in year 2026, at such remuneration as may be agreed upon between the Auditors and the Board of Directors, in addition to actual out-of- pocket expenses incurred by them for the purpose of audit and the applicable taxes.

Further, the report of the Statutory Auditors along with notes to accounts is a part of the Annual Report. There has been no other gualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except below:

The Statutory Auditors have mentioned in their report at point no. (iii) of An nexure- 'B'to the Independent Auditors Report regarding granting of interest free unsecured loans of Rs. 989 Lakhs (with a value at amortised cost of Rs. 796.84 Lakhs) in earlier years to wholly-owned subsidiary (WOS) i.e. Vishnu Barium Pvt Ltd (VBPL).

The above said interest-free unsecured loan was infused by the Company in WOS Company i.e. VBPL, to comply with the conditions stipulated by the Banker for sanction of term loan and working capital facilities to VBPL and such infusion of unsecured loan is for the ultimate benefit of the Company.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as get its cost records audited by a Cost Accountant and accordingly such cost accounts and records are being maintained by the Company.

The Board on the recommendation of the Audit Committee has appointed M/s. Sagar & Associates, Cost Accountants (FRN: 000118) as the Cost Auditors of the Company under Section 148 and all other applicable provisions of the Act to conduct the audit of the cost records of the Company for the 2025-26.

M/s. Saga r & Associates, Cost Accou nta nts (FRN: 000118) ha ve confirmed that they are free from disgualification specified underSection 141 (3) a rad proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of Section 141 (3)(g) of the Act. They have further confirmed their independent status and an arm's length relationship with the Company.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, (as amended from time to time), the remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Members' ratification for the remuneration payable to M/s. Sagar & Associates, Cost Accountants (FRN: 000118) is included at Item No. 8 of the Notice convening the AGM.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 and the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in their meeting held on May 15,2025 have appointed M/s L.D.Reddy & Co, Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for a period of one term of five consecutive years subject to approval of members. Accordingly, a resolution for seeking approval from Members for appointment of secretarial auditor is included at Item No. 6 of the Notice convening the AGM.

The Secretarial Audit Report of VCL for the FY 2024-25 is annexed herewith as'AnnexureC

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report

During the year, the Company has complied with the applicable corporate governance requirements as prescribed under Regulation 24 of Listing Regulations with respect to its subsidiaries and Secretarial Audit for its material subsidiary viz. VBPL was carried out by M/s. L.D Reddy & Co., Company Secretaries, Hyderabad in terms of Regulation 24A of the Listing Regulations and a copy of the report is annexed to this Board Report as Annexure DC The Secretarial Audit Report of VBPL does not contain any qualification, reservation, adverse remark or disclaimer.

The Board hasdevised propersystemsand processesforcomplying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems were adequate and operating effectively.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as 'Annexure E'.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All the transactions with related parties were approved by the Audit Committee and the Board, as may be applicable; and the same are reviewed by the Audit Committee on quarterly basis. Also prior omnibus approval of the Audit Committee is obtained for related party transactions which are of repetitive in nature entered in ordinary course of business and on arm's length basis. The transactions entered into pursuant to the omnibus approval are reviewed by the Audit Committee on quarterly basis.

The Company has developed a Policy on Related PartyTransactions for the purpose of identification and monitoring of such transactions. The policy on Related PartyTransactions as approved by the Board is uploaded on the website of the Company and the web link is https://www.vishnuchemicals.eom/investors/#Polides.

The particulars of contracts or arrangements with related parties referred to i n su b section (1) of Section 188 entered by the Com pa ny during the Financial Year ended March 31,2025 is annexed to this Board's Report in prescribed Form AOC-2 as'Annexure F'.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company, details regarding CSR Committee and the initiatives undertaken by the Company on CSR activities during the year are set out in 'Annexure G' of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. CSR Policy is available on the Company's website on https://www.vishnuchemicals.eom/investors/#Polides.

In terms of the requirements of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any, including reporting instances of leak of UPSI or suspected leak of UPSI by employees, anti-bribery & anti-corruption and taking appropriate actions on such reporting. The Audit Committee reviews the functioning of the vigil / whistle blower mechanism from time to time. There were no allegations / disclosures / concerns received during the year under review in terms of the vigil mechanism established by the Company. The details of the vigil mechanism are displayed on the website of the Company https://www.vishnuchemicals.eom/investors/#Polides

Pursuant to SEBI (Prohibition of Irasider Tradirag) Regulations, 2015 as amended, the Company has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair Disclosures and a copy of the same are available on company's website https://www.vishnuchemicals. com/investors/#Policies.

The Company recognises the critical importance of protecting the Earth, preserving finite natural resources, and safeguarding the health and well-being of all individuals, particularly its employees and workers.

Committed to excellence in safety, health, and environmental stewardship, the Company integrates these principles into every aspect of its operations. Responsible practices with a strong emphasis on safety, health, and environmental sustainability are embedded in the Company's core values.

Aligned with the 'Go Green' philosophy, the Company continually adopts innovative techniques to minimise environmental impact. Multiple projects have been implemented to incorporate alternative energy sources wherever feasible.

Sustainability is not merely a concept at VCL; it is a fundamental guiding principle. VCL is dedicated to advancing the Circular Economy and creating Societal Value through innovation, collaboration, and community engagement

Our goal is to cultivate a mature and sustainable safety culture that enhances productivity, strengthens operational discipline, and drives highly competitive organic growth.

Occupational health remains a cornerstone of VCL's safety initiatives. A range of health programs has been introduced across all sites and locations, including dedicated activities on global health days.

Furthermore, process safety is an integral part of our mission, ensuring the highest standards of operational efficiency, reliability, and risk management.

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary or contractual are covered under the above policy. The said policy has been circulated to all employees by hosting on notice board and a copy of the same has been uploaded on the website of the Company. Heading: Compliance under the Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place Internal Complaints Committee (ICC) in compliance with the provisions of Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal) Act, 2013. During the year under review:

No of Complaints received: Nil

No of Complaints disposed of: Nil

No of cases pending for more than 90 days: Nil

The Company is committed to providing a safe and respectful work environment for all its employees, and necessary awareness programs are conducted from time to time.

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender inclusive workspace.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2025 is available on the Company's website on www.vishnuchemicals.com

A detailed report on Corporate Governance forms part of this Report as 'Annexure H'.The Secretarial Auditors of the Company have examined the Company's compliance and have certified the same as required under the Listing Regulations. A copy of the certificate on corporate governance is reproduced in this Annual Report.

The 'Business Responsibility and Sustainability Report' (BRSR) of your Company for the year ended March 31,2025 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as'Annexure I'

As per section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subseguent amendments thereto ("the Rules"), all shares in respect of which dividends has not been paid or claimed for seven consecutive years or more shall be transferred to Investor Education and Protection Fund (IEPF).

In line with the aforesaid provisions, during the year, unclaimed dividend declared for the 2017-18along with the underlying shares on which dividend has not been claimed for seven consecutive years will be transferred to IEPF.

The procedure for claiming such unclaimed dividend / shares from IEPF has been made available on website of the company https://vishnuchemicals.eom/wp-content/uploads/2022/l 2/ VCL_Procedure-for-claiming-shares-unclaimed-dividend.pdf.

During the year under review, there were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

The Company has neither made any applications nor there are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

During the year under review, the auditors have not reported any reported frauds to the audit committee or the Board.

The Company has not done one time settlement during the year under review.

The Board of Directors wishes to express its sincere appreciation for the unwavering supportand collaboration of financial institutions, banks, customers, suppliers, government authorities, and all other stakeholders. The Directors also extend their gratitude to the Company's employees for their dedication and commitment, which continue to be instrumental in the organisation's success.