Vadivarhe Speciality Chemicals Ltd Directors Report

VADIVARHE SPECIALITY CHEMICALS LIMITED FOR THE FINANCIAL YEAR 2024-25

To,

The Members of

Vadivarhe Speciality Chemicals Limited

Gat No. 204, Vadivarhe, Igatpuri – 422 403

Your Directors are hereby presenting the 16th Directors Report of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2025.

• FINANCIAL STATEMENTS & RESULTS:

Financial Results

The Companys financial performance during the year ending March 31, 2025, as compared to the previous financial year, is summarized as below:

(Rs. in Lacs)

Particulars	For the financial year ended 31st March, 2025	For the financial year ended 31st March, 2024
Income	3817.45	4056.57
Less: Expenses	4749.73	3905.88
Prior Period Income	-	-
Profit before exceptional and extraordinary items and tax	(932.27)	150.69
Exception Income	5.75	-
Exception expenditure	-	-
Profit/ (Loss) before tax	(926.53)	150.69
Less: Provision for tax	-	-
Deferred Tax Expense/(Benefits)	-	-
MAT Credit entitlement	-	-
MAT Credit Utilized	-	-
MAT Credit Reversed	-	144.53
Income Tax of earlier years w/off
Profit after Tax	(926.53)	6.15
APPROPRIATION

Interim Dividend	-	-
Final Dividend	-	-
Tax on distribution of dividend	-	-
Transfer of General Reserve	-	-
Balance carried to Balance sheet	(926.53)	6.15

• TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve account during the financial year under review.

• OPERATIONS:

This is the sixteenth year of operation, and your Company has achieved sales of Rs. 3817.45 Lacs and incurred loss of Rs. 926.53 Lacs as compared to previous years sales of Rs. 4367.86 Lacs and Profit of Rs. 6.15.

• CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company continues to be engaged in the activities pertaining to manufacturing of all types of Organic Chemicals, Inorganic Chemicals, Bio-Chemicals, Bulk Drugs, Drug Intermediaries and Active Pharmaceutical Ingredients and to provide related services.

There has been no change in the nature of business of the Company during the year under review.

• REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your directors wish to present the details of Business operations done during the year under review:

• Production and Profitability

The Company is making efforts to increase its productivity by making an optimum use of its production capacity, developing new products to fetch more revenue and minimization of the cost of production.

• Marketing and Market environment

No significant changes in Market environment in API and Intermediates.

• Future Prospects including constraints due to Government policies

There are no significant changes in Government policies in API and Intermediates.

• DIVIDEND:

Company has suffered from huge losses, and your directors have decided not to recommend any dividend for the financial year under review.

• UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, your Company has never declared any dividend in its lifetime and consequently did not have any funds lying unpaid or unclaimed for a period of seven years in an Unpaid Dividend Account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection fund ("IEPF").

• REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURECOMPANIES:

During the year under review, it is not applicable to the Company as the Company does not have any Subsidiary / Associate / Joint Venture Company.

• DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit)Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable to the company.

• LOAN FROM DIRECTORS:

During the financial year under review, the Company has taken a loan from Mr. Sunil Haripant Pophale, Promoter & Executive Director and Mrs. Meena Pophale, Whole time Director of the Company and thus both has given the declaration in writing to the Company stating that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. Accordingly, the following amount is excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:-

Name of Director giving loan	Amount outstanding as on March 31, 2025
Mr. Sunil Haripant Pophale	Rs. 16,40,63,400/-
Mrs. Meena Sunil Pophale	Rs. 1,00,44,800/-

• PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All the related party transactions/contracts/arrangements that were entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013 during the year under review were on an arms length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations.

The Board, with oversight from the Audit Committee, has ensured that all related party transactions, if any, received the necessary approvals in accordance with the Companys policies and regulatory requirements.

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMPs, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large. All related party transactions as required under AS-18 are reported in the notes to the financial statement of the Company. Related party transactions covered under sub-section (1) of section 188 of the Companies Act, 2013 are enclosed as "ANNEXURE I".

• CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of the Company are not energy intensive. However, adequate measures for conservation of energy, usage of alternate sources of energy and investments for energy conservation, wherever required have been taken. The company makes all the efforts towards conservation of energy, protection of environment and ensuring safety. The Company has not absorbed any technology.

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "ANNEXURE II" which forms part of this Report.

• ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the copy of The Annual Return for the financial year 2024–25, prepared in accordance with Section 92(3) of the Companies Act, 2013, will be made available on the website in due course, once the same is filed with the Registrar of Companies will be placed on the website of the company at the following web address: https://www.vscl.in/investor/annual-returns.php

• SHARE CAPITAL

During the Financial Year 2025-24, there were no changes in the share capital of the Company. The existing share capital of the Company is as stated below: -

• Authorized Share Capital

The Authorized share capital of the Company is Rs. 15,00,00,000 comprising of 1,50,00,000 Equity Shares of Rs. 10 each.

• Issued, subscribed and paid-up share capital

The issued, subscribed, and paid-up share capital of the Company is Rs. 12,78,27,500 as at March 31, 2025, comprising of 1,27,82,750 Equity Shares of Rs. 10 each fully paid- up.

• COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") on Meetings of the Board of Directors and General Meetings.

• PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

The Company has not made any loans or provided guarantees and securities covered under the provisions of Section 186 of the Companies Act, 2013. Company has not made any investment during the covered under the provisions of Section 186 of the Companies Act, 2013 however, full particular of investments made by company has been furnished in 15 of the Notes to Accounts which forms part of the financials of the Company.

• MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report.

• DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are sound & adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

Your Company has a robust Internal Audit Mechanism, conducted as per pre-approved calendar. Basis the audit, Internal Auditor periodically report on the designed deficiency and Operational inefficiency, if any, apart from recommending further improvement measures, to accomplish the Company objectives more efficiently. The observations and agreed action plans are presented to the Audit Committee that reviews the adequacy of the controls implemented by the Management.

• MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Board of Directors

The composition of Board of Directors of Vadivarhe Speciality Chemicals Limited ("VSCL") is an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by an Executive Chairman. Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

The Board of Directors of the Company as on March 31, 2025, are as follows:

Name of the Director	Designation	DIN
Mr. Sunil Haripant Pophale	Executive Director	00064412
Mrs. Meena Sunil Pophale	Whole-time Director	00834085
Mr. Prasanna Prabhakar Rege	Independent Director	02795136
Mr. Ravindra Keshav Paranjpe	Independent Director	06816384
Mrs. Uttara Adwait Kher	Independent Director	07805920
Mr. Anil Ganpat Suryavanshi	Executive Director	10052423 *

* Mr. Anil Suryavanshi had resigned from the post of Whole time Director with effect from 09^th June 2025.

• Appointment

During the Year under review, there were no new appointments made on the Bord of the Company.

• Retirement by rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Sunil H. Pophale is liable to retire by rotation at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from his pursuant to Section 164(2) of the Companies Act, 2013. Your directors recommend his re-appointment as Director of the Company.

• Key Managerial Personnel

During the year under review, Mr. Manoj Kumar was appointed as Company Secretary and Compliance Officer of the Company with effect from May 27, 2024.

The Key Managerial Personnel (KMP) of the Company as on March 31, 2025, are as follows:

Name	Designation	Date of appointment
Mr. Manoj Kumar	Company Secretary & Compliance Officer	27/05/2024
Mr. Laxmikant Potdar	Chief Financial Officer	24/03/2017*
Mr. Susheel Koul	Chief Executive Officer	22/01/2024*

*Mr. Laxmikant Potdar had resigned from the post of Chief Financial Officer

w.e.f. June 01, 2025.

* Mr. Susheel Koul had resigned from the post of Chief Executive Officer w.e.f. April 30, 2025.

• Declaration by Independent Directors

As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations and Disclosure Requirements), (Amendment) Regulations, 2018, the Independent Directors have given the necessary declaration that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and do

not suffer from any disqualifications specified under the Act. Such declarations were placed in the Board meeting whichincludes the confirmation to the effect that the Independent Directors have included their names in the database maintained by the Indian Institute of Corporate Affairs and they have paid the necessary fees for the said registration and shall renew the registration timely.

• Remuneration / Commission drawn from Holding / Subsidiary Company

The Company does not have any Holding Company or Subsidiary Company, hence question of remuneration or commission from any of its Holding or Subsidiary Company does not arise.

• DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
• Board meetings

The Board of Directors met 6 (Six) times during the financial year ended March 31, 2025, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The details of the same are as mentioned under:-

Name of the Director	April 10, 2024	May 27, 2024	September 06, 2024	September 21, 2024	November 14, 2024	February 12, 2025
Mr. Sunil Haripant Pophale	?	?	?	?	?	?
Mrs. Meena Sunil Pophale	?	?	?	?	?	?
Mr. Prasanna Prabhakar Rege	?	?	?	?	?	?
Mr. Ravindra Keshav Paranjpe	?	?	?	?	?	?
Mrs. Uttara Adwait Kher	?	?	?	?	?	?
Mr. Anil Ganpat Suryavanshi	?	?	Absent	?	?	?

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

• Audit Committee

The Audit Committee is duly constituted in accordance with Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which are prepared in compliance with Section 177 of the Companies Act, 2013.

The Audit Committee comprises:

Name of the Members	Designation
Mr. Prasanna Prabhakar Rege	Chairman & Independent Director
Mr. Ravindra Keshav Paranjpe	Member & Independent Director
Mrs. Uttara Adwait Kher	Member & Independent Director

The Audit Committee met 6 (Six) times during the financial year ended March 31, 2025. The details of the same are as mentioned under:-

Name of the Director	April 10, 2024	May 27, 2024	September 06, 2024	November 14, 2024	February 12, 2025	March 11, 2025
Mr. Ravindra Keshav Paranjpe	?	?	?	?	Absent	?
Mrs. Uttara Adwait Kher	?	?	?	?	?	?
Mr. Prasanna Rege	?	?	?	?	?	?

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee, and no personnel has been denied access to the Audit Committee.

• Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The scope and terms of reference of the Nomination & Remuneration Committee have been framed in accordance with the Act.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The Policy has been placed on the Website of the Company at https://vscl.in/uploads/pdf/NRC%20Policy.pdf.

The composition of the Committee is as under:

Name of the Members	Designation
Mr. Prasanna Prabhakar Rege	Chairman & Independent Director
Mr. Ravindra Keshav Paranjpe	Member & Independent Director
Mrs. Uttara Adwait Kher	Member & Independent Director

The Nomination & Remuneration Committee met 3 (Three) times during the financial year ended March 31, 2025. The details of the same are as mentioned under: -

Name of the Director	May 27, 2024	September 06, 2024	February 12, 2025
Mr. Ravindra Keshav Paranjpe	?	?	Absent
Mrs. Uttara Adwait Kher	?	?	?
Mr. Prasanna Rege	?	?	?

• Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in accordance with Section 178 of the Companies Act, 2013.

The composition of the Committee is as under:

Name of the Members	Designation
Mr. Prasanna Prabhakar Rege	Chairman & Independent Director

Mr. Ravindra Keshav Paranjpe	Member & Independent Director
Mrs. Uttara Adwait Kher	Member & Independent Director

The scope and terms of reference of the Stakeholders Relationship Committee have been framed in accordance with the Act.

The Stakeholders Relationship Committee met once on February 12, 2025, during the financial year ended March 31, 2025. The details of the same are as mentioned under:

During the year under review, the Company has not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2025.

• Independent Directors meeting

In Compliance with Clause VII of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Independent Directors Meeting of the Company was held on January 22, 2025. Independent Directors Meeting considered the performance of Non-Independent Directors and Board as a whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

Whenever any new Independent Director is appointed, he/she is made familiar to the business and its operations and also about his/her role and duties through presentations/programmes by Chairman, Managing Director and Senior Management.

The independent directors present at the meeting held on February 12, 2025, are as follows:

Name of the Directors	Position	Status
Mr. Prasanna Rege	Chairman	Independent Director
Mrs. Uttara Adwait Kher	Member	Independent Director

• Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules, 2014, a listed Company and everysuch class of companies as prescribed thereunder are required to frame a Vigil Mechanism to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Company has framed an appropriate Vigil mechanism policy and further re-affirms that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Whistle Blower Policy of the Company is also available on the website of the company at the link: https://vscl.in/uploads/pdf/Whistle%20Blower%20Policy.pdf

• Risk Management Policy

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses and defined a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

• Annual Evaluation of Directors, Committee and Board

The Board has carried out an annual performance evaluation of its own performance, and of the Directors individually, as well as the evaluation of all the committees i.e., Audit, Nomination and Remuneration, Stakeholders Relationship and other Committees of Board of Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairman of the Board. The exercise was carried out by feedback survey from each Directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

The various criteria considered for evaluation of Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance etc. The Board commended the valuable contributions, and the guidance provided by each Director in achieving the desiredlevels of growth. This is in addition to the evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors in their separate meeting being held every year.

• Management Discussion & Analysis

A separate report on Management Discussion & Analysis is appended to this Annual Report as an "ANNEXURE III" and forms part of this Directors Report.

• PARTICULARS OF SENIOR MANAGEMENT INCLUDING THE CHANGES THEREIN SINCE THE CLOSE OF THE PREVIOUS FINANCIAL YEAR

Mr. Susheel Koul being the Chief Executive Officer, Mr. Laxmikant Potdar being the Chief financial officer and Mr. Manoj Kumar being the Company Secretary of the Company belong to the Senior Management along with other senior management personnel of the Company.

Mr. Susheel Koul, Chief Executive Officer, resigned with effect from 30^th April 2025. Mr. Laxmikant Potdar, Chief Financial Officer, resigned with effect from 01^st June 2025.

• CORPORATE SOCIAL RESPONSIBILITY POLICY

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee consisting of following members:

Name of the Members	Designation
Mr. Sunil Haripant Pophale	(Chairman & Executive Director)
Mrs. Meena Sunil Pophale	Whole-Time Director
Mr. Uttara Adwait Kher	Independent Director

The Company does not fall under the criteria as specified under the provisions of Section 135(1) of the Act and hence, compliance of CSR provisions was not applicable to the Company for FY 2025-24.

• AUDITORS AND REPORTS

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

• STATUTORY AUDITOR & AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2025 Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. S R Rahalkar & Associates (Firm registration No: 108283W), Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of 5 (Five) years and they will continue to be the Statutory Auditors of the Company until the conclusion of Annual General Meeting to be held in the Financial Year 2028-29.

The Statutory Audit report does not contain any observations/ qualifications/ disclaimers/ adverse remarks from the auditors for the financial year ended March 31, 2025.

• OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2025

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended March 31, 2025, 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.

• SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2025

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s Prajot Vaidya & Co., Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2024-25.

The secretarial audit report issued by M/s Prajot Vaidya & Co., Practicing Company Secretaries, in Form MR-3 for the financial year 2024-25, forms part of the Directors Report as "ANNEXURE IV".

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

• INTERNAL AUDITOR

M/s Yatin & Associates, Chartered Accountants (FRN: 112100W) were appointed as the Internal Auditor of the Company for the financial year 2024-25 based on the recommendation of the Audit Committee of the Company.

• MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

• REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12)

There were no incidences of reporting of frauds by Statutory Auditors of the Company underSection 143(12) of the Act read with Companies (Accounts) Rules, 2014.

• INSURANCE

All the insurable interests of your Company including properties, equipment, stocks etc. areadequately insured by the Company.

• INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, the Company maintained a robust and stable financial position, with no applications initiated or proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016). This reflects the Companys steadfast commitment to prudent financial management, operational resilience, and adherence to its obligations, ensuring that no circumstances arose necessitating recourse to the provisions of the aforementioned Code.

Furthermore, no such proceedings were brought before the National Company Law Tribunal or any other judicial or quasi-judicial authorities during this period. The absence of such applications or proceedings underscores the Companys strong governance framework and its ability to navigate the financial landscape effectively, fostering confidence among stakeholders regarding its fiscal health and sustainability.

• ONETIME SETTLEMENT AND VALUATION

During the year under review, the Company did not enter into any one-time settlement agreements with any banks or financial institutions, and consequently, no valuation was conducted for such purposes. Similarly, no valuation was required or performed in relation to loans obtained from banks or financial institutions. Hence, there are no differences to report between valuations done at the time of one-time settlement and those done while availing loans, as no such activities occurred during the year.

• OTHER DISCLOSURES

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

• DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which could have an impact onthe going concernstatus and the Companys operations in future.

• DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that:

• In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
• Such accounting policies have been selected and applied consistently and the Directors 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 that year;
• Proper and sufficient care was taken 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;
• The annual accounts of the Company have been prepared on a going concern basis;
• Internal financial controls were followed by the Company and such internal financialcontrols are adequate and are operating effectively; and
• Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

• CORPORATE GOVERNANCE

The corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22,

23, 24, 25, 26, 27 and clauses (b) to (i), (t) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V of the Securities Exchange Board of India (Listing Obligation and Disclosures Requirement) Regulations, 2015 ("Listing Regulations") is not applicable to the Company. However,the Company consistently strives to ensure that the best corporate governance practices are adopted and followed in its functioning and administration.

• DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

• HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused peoples attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

As on March 31, 2025, there were a total of 75 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

• PARTICULARS OF REMUNERATION TO EMPLOYEES

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Companies Act, 2013 and the Rules made thereunder are given in "ANNEXURE V" to this Report.

Further the Company has no employee who is in receipt of remuneration of INR. 8,50,000/- per month or INR 1,02,00,000/- per annum and hence the Company is not required to give information under sub-rule (2) and 3 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details for the top ten employees of the Company are also mentioned in "ANNEXURE V" to this report.

• POLICY ON SEXUAL HARASSMENT AT WORKPLACE

The Company has established an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and the Company. During the year under review, there were no complaints received of any sexual harassment at workplace.

Particulars No. of Complaints

Complaints as on April 1, 2024 Nil

Complaints filed during Financial Year 2024-25 Nil Complaints disposed-off during Financial Year 2024-25 Nil

Complaints pending for a period exceeding Ninety Days. Nil Complaints pending as on March 31, 2025 Nil

• MATERNITY BENEFIT COMPLIANCE:

The Company reaffirms its unwavering commitment to the health, dignity, and well- being of its women employees by ensuring full compliance with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder.

In line with the statutory framework, the Company provides all eligible women employees with maternity leave benefits, including paid leave, job protection, and continued access to applicable medical and other statutory entitlements. These benefits are extended with the objective of supporting women during a crucial phase of life and ensuring a smooth transition between personal responsibilities and professional commitments. Further, the Company has adopted a proactive approach to build a gender-sensitive and inclusive workplace, going beyond mere statutory requirements. Adequate internal policies are in place to create awareness, sensitize teams, and ensure timely redressal of any concerns related to maternity entitlements. Periodic reviews are also undertaken to ensure strict adherence to the law and promote a culture of empathy and support. The Board places on record its assurance that the Company has maintained a compliant and supportive environment in accordance with the spirit and intent of the Maternity Benefit Act, and will continue to enhance employee-centric practices that promote diversity, equity, and inclusion across the organization.

• DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as "ANNEXURE V" to this Directors Report.

• DISCLOSURE PURSUANT TO PART II, SECTION II OF SCHEDULE V OF THE COMPANIES ACT, 2013

Particulars	Details
Name of Person & Designation to whom Remuneration is paid as per Section II of Schedule V	Anil Suryavanshi (Whole-time Director)	Sunil Haripant Pophale (Executive Director)	Meena Sunil Pophale (Whole-time Director)

All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors

Salary exclusive of all allowances Rs. 2,31,550/- per month. The Whole time Director shall be entitled to such increment from time to time as the Board may by its discretion determine. Perquisites and allowances in addition to salary House Rent Allowance: The Company will pay House Rent Allowance of Rs. 46,310/- per month. Conveyance Allowance: The Company will pay Conveyance Allowance of Rs. 35,000/- per month. Children Education Allowance: The Company will pay Children Education Allowance of Rs. 200/- per month Transport Allowance: The Company will pay Transport Allowance of Rs. 1,600/- per month. Medical Allowance: The Company will pay Medical Allowance of Rs. 19,296/- Any other benefits, facilities, allowance and expenses as may be allowed under Company rules/schemes. Notes: For the purpose of perquisites stated herein above, family means spouse, dependent children and dependent parents of the appointee. Perquisites shall be evaluated as per Income Tax Rule wherever applicable and in the absence of any such rule, Perquisites shall be evaluated at actual cost.

3. Salary exclusive of all allowances- NIL

4. Salary exclusive of all allowances- NIL

Details of fixed component and performance linked incentives along with the performance criteria	Fixed Component: 3,33,956/- Performance linked incentives: There is no such criteria formulated by the Company.	Fixed Component: NIL Performance linked incentives: There is no such criteria formulated by the Company.	Fixed Component: NIL Performance linked incentives: There is no such criteria formulated by the Company.
Service contracts, notice period, severance fees	As per the Companys Policy	As per the Companys Policy	As per the Companys Policy
Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable	N/A	N/A	N/A

• DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

• DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

There were no instance of onetime settlement with any Bank or Financial Institution.

• DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

The Company has not made any disclosure under clause 5A of paragraph A of Part A of Schedule III of these regulations.

• ACKNOWLEDGEMENTS AND APPRECIATION

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board Vadivarhe Speciality Chemicals Limited

SD/- SD/-

Sunil Haripant Pophale Director

DIN: 00064412

Meena Sunil Pophale Whole-time Director DIN: 00834085

Date: 26.08.2025

Place: Mumbai