Vaishno Cement Co Ltd Directors Report

To,

The Members,

Your Directors are pleased to present the 38^th Annual Report on the business and operations of the

Company for the financial year ended 31^st March, 2025.

1. FINANCIAL PEFORMANCE:

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The summarized financial highlights are depicted below:

(Amount in Lakhs)

	Year ended 31.03.2025	Year ended 31.03.2024
Revenue From Operations	18.00	-
Other Income	-	-
Total Income	18.00	-
Total Expenses	12.69	7.43
Profit before tax (EBIDTA)	5.31	(7.43)
Taxation
- Current Tax	-	-
- Previous Tax	-	-
- Deferred Tax Asset	-	-
- MAT Credit Entitlement	-	-
Profit After Tax	5.31	(7.43)
Other Comprehensive Income (net of tax)	-	-
Total Comprehensive Income for the year	5.31	(7.43)

2. FINANCIAL HIGHLIGHTS:

During the year ended 31^st March 2025, Operational Revenue including other income was Rs. 18,00,000/- and Profit / (Loss) Before Tax was Rs. 5,31,000/- v/s nil revenue in previous year while Net Profit / (Loss) for the financial year ended 31^st March, 2025 was Rs. 5,31,000/- v/s Rs. (7,43,000)/- in previous year. Your Company has taken several remedial steps to meet the challenges viz. measures in saving cost at all front of operations, optimize use of available resources etc.

3. BUSINESS OPERATIONS:

There is no change in business operation during the year.

4. DIVIDEND

During the Financial yea 2024-25, the company has not declared any dividend on Equity Shares.

5. TRANSFER TO RESERVE

The Board does not propose to transfer any amount to reserves during the Financial Year 2024-25.

6. DEPOSITS

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2024-25 or the previous financial years. Your Company did not accept any deposit during the year under review.

7. SHARE CAPITAL:

Particulars	As at 31st March, 2025		As at 31st March, 2024
	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital:	89,50,200	8,95,02,000	89,50,200	8,95,02,000
Equity Shares of Rs 10/- each
Issued, Subscribed & Paid-Up Capital:	89,50,200	8,95,02,000	89,50,200	8,95,02,000
Equity Shares of Rs 10/- each

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantee and investments made during the year under review, are given

in the notes forming part of the financial statements.

9. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the business of the Company.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review, the Company has no subsidiary, joint venture or associate companies.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2025, the Companys Board had five members comprising of One Executive Directors, Four Independent Directors and including two Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/ Cessation/ Change in Designation of Directors:

1. Mr. Nabin Kumar Jain (DIN: 07131373) has resigned as a Director of the company w.e.f. 17^th August, 2024.

2. Mr. Jagannath Jadhav (DIN: 10712437) has appointed as an Additional Director of the company w.e.f. 17^th August, 2024.

3. Mr. Jatin Nanji Chheda is appointed as the Whole Time Director and the Chief Financial Officer of the company w.e.f. 04^th October, 2024.

Declaration from Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent

Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

During the period under review, the following are Key Managerial Personnel ("KMPs") of the

Company as per Sections 2(51) and 203 of the Act:

1. Mr. Jatin Nanji Chheda, Chief Financial Officer (w.e.f. 04^th October, 2024)

2. Ms. Nandani Mimani, Company Secretary & Compliance officer (w.e.f. 17^th August, 2024)

12. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, the Board met 5 (Five) times on 30^th May, 2024, 13^th August, 2024, 17^th August, 2024, 04^th October, 2024, 14^th November, 2024, 13^th February, 2025 In accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Name of the	Category	No. of		No. of Directorships in listed			Entities and	Number
Director		Board Meetings attended	Last AGM Attend ed	Committee (including the Company)		Memberships and Chairmanships Directorship Committee		of shares held in the Company
					Chairmanship		Membership
Mr. Jatin Nanji Chheda	Whole time Director	6	Yes	1	3		0	-
Ms. Jayita Bagchi	Independent Director	6	Yes	1	3		0	-
Ms. Rajeswari Bangal	Independent Director	6	Yes	4	0		3	-
Ms. Suman Das	Independent Director	6	Yes	3	0		3	-
Mr. Nabin Kumar Jain(upto 17th August, 2024)	Independent Director	3	No	1	0		0	-

 

Mr.Jagannath Jadhav (w.e.f.17th August, 2025)

Non- Executive Independent Director

3

Yes

1

0

0

-

13. COMMITTEES OF BOARD:

The Board Committees play a crucial role in the governance structure of our Company and have been constituted to deal with specific areas / activities as mandated by applicable regulations, concerning the Company and need a closer review. These Committees play an important role in the overall management of day today affairs and governance of the Company. The Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for review and noting. During the year, all recommendations of the Committees of the Board have been accepted by the Board. As on 31^st March 31, 2025, the Board has constituted the following Committees:

i. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with regulation 18 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Audit Committee presently comprises of three directors. All the members of the Audit Committee have accounting and financial management knowledge. Ms. Jayita Bagchi is Chairperson of the Audit Committee. During the year, the committee met 4 (Four) time i.e. 30^th May 2024, 13^th August 2024, 14^th November, 2024 and 13^th February, 2025 The Composition of the Audit Committee and the attendance of the members at the meeting held during the year are as follows:

Sr. No.	Particulars	Designation	Category	No. of Meeting attended
1	Ms. Jayita Bagchi	Chairperson	Independent Director	4
2	Ms. Rajeswari Bangal	Member	Independent Director	4
3	Mr. Suman Das	Member	Independent Director	4

The terms of reference to the Audit Committee inter alia includes:

? Oversight of Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. ? Recommend to the Board, the appointment, reappointment, remuneration and terms of appointment of auditors of the Company and, if required, their replacement or removal. ? Approve payment to statutory auditors for any other services rendered by them. ? Review, with the management, the quarterly and annual financial statements and auditors report thereon before submission to the Board for approval. ? Approve appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate.

? Review and monitor the auditors independence, performance and effectiveness of audit process. ? Review the adequacy of internal audit function, including the structure of the internal audit department, if any, staffing and seniority of the official heading the department, reporting

structure coverage and frequency of internal audit, etc.

ii. Nomination and Remuneration Committee (NRC):

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Nomination and Remuneration Committee presently comprises of three members. Ms. Jayita Bagchi was appointed as Chairman. During the year, the committee met 2 (Two) time i.e. 17^th August, 2024 and 04^th October, 2024 The Composition of the Nomination and Remuneration Committee and the attendance of the members at the meeting held are as follows:

Sr. No.	Particulars	Designation	Category	No. of Meeting attended
1	Ms. Jayita Bagchi	Chairperson	Independent Director	2
2	Ms. Rajeswari Bangal	Member	Independent Director	2
3	Mr. Suman Das	Member	Independent Director	2

The terms of reference to the Nomination and Remuneration Committee inter alia includes: ? The Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration same

is posted on the website of the company.

? Determine the compensation package of the Executive Directors, Secretary and other senior management personnel. ? Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of the

Directors, Key Managerial Personnel and other employees.

? Formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors. ? Devise a policy on diversity of Board of Directors. ? Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of

Directors their appointment and removal.

? Decide on whether to extend or continue the term of appointment of the Independent Directors, on the basis of the performance evaluation report of Independent Directors.

Remuneration Policy

The Nomination and Remuneration Committee has considered the factors laid down under

Section 178(4) of the Companies Act, 2013 while formulating the Remuneration Policy.

Remuneration to Non-Executive Directors

The Company has not paid any Remuneration to the Non- Executive Directors of the company

during the period under review.

Remuneration to Executive Directors/ KMP

The Company has not paid any Remuneration to the Executive Directors of the company during

the period under review.

iii. Stakeholder Relationship Committee:

The Stakeholder and Relationship Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Stakeholder and Relationship Committee presently comprises of 3 (Three) members. Mr. Jatin Nanji Chheda is Chairman of the committee. During the year, the committee met 4 (Four) time i.e. 30^th May 2024, 13^th August 2024, 14^th November, 2024 and 13^th February, 2025

The Composition of the Stakeholder and Relationship Committee and the attendance of the

members at the meeting held are as follows:

Sr. No.	Particulars	Designation	Category	No. of Meeting attended
1	Ms. Jayita Bagchi	Chairperson	Independent Director	4
2	Ms. Rajeswari Bangal	Member	Independent Director	4
3	Mr. Suman Das	Member	Independent Director	4

The terms of reference to the Stakeholder Relationship Committee inter alia includes:

The Committee inter alia oversees the redressal of Member and investor complaints / requests for transmission of shares, sub-division and consolidation of share certificates, issue of duplicate share certificates, requests for dematerialization and rematerialization of shares, non-receipt of declared dividend and non-receipt of Annual Report. It also recommends measures for improvement in investor services. The Committee also keeps a close watch on the performance of Beetal Financial and Computer Services Private Limited, the Registrar & Share Transfer Agents (RTA) of the Company. The Committee also reviews various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports / statutory notices by the Members of the Company. The Committee meets as often as is necessary for resolution of important matters within its mandate.

Compliance Officer:

Ms. Nandini Mimani, Company Secretary & Compliance Officer pursuant to Regulation 6 of the

SEBI (LODR) Regulations, 2015 with effect from 17^th August, 2024.

Details of complaints received and resolved during the year:

Complaints pending as on April 1, 2024	NIL
Number of Share holders complaints received during the year	NIL
Number of complaints resolved during the year	NIL
Number of complaints not solved to the satisfaction of shareholders	NIL
Number of pending complaints as on March 31, 2025	NIL

14. INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on 30^th May, 2024 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your 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 management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

15. BOARD EVALUATION:

The Board adopted a formal 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 through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. At the Board meeting that followed the above mentioned meeting of the Independent Directors, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

16. BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Board is regularly updated on changes in statutory provisions, as applicable to your Company.

The Board is also updated on the operations, key trends and risk universe applicable to your

Companys business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

17. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit

Committee, the Board is of the opinion that the Companys internal financial controls were

adequate and effective during the financial year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of

Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; ii. they 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 financial year and of the profit of

the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate 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;

iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.

19. CORPORATE SOCIAL RESPONSIBILITY

During the FY 2024-25, Corporate Social Responsibility is not applicable to the company.

20. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a

"Annexure A".

21. CORPORATE GOVERNANCE

Since the paid-up share capital of your Company and its net-worth was below the prescribed limit as per the regulation 15 of SEBI (LODR), Corporate Governance is not mandatory on the Company during the financial year 2024-2025 and accordingly, a separate section on Corporate Governance is not attached herewith.

22. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as

on 31^st March, 2025 is available on the Companys website www.vaishnocement.com

23. RELATED PARTY TRANSACTIONS

There were no related party transactions during the financial year ended 31^st March, 2025. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the Financial Year under review 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. Thus, disclosure in Form AOC-2 is not required.

24. STATUTORY AUDITORS & AUDITORS REPORT:

Pursuant to the provisions of Section 139 of the Act, M/s. Manish Mahavir & Co., Chartered Accountants (Firm Registration No. 324355E) are the Statutory Auditors of the Company, as per their appointment at the 37^th AGM of the Company held on 30^th September, 2024, for a period of 5 (five) years. The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. 07th May, 2018. M/s. Manish Mahavir & Co., Chartered Accountants, have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does contain the qualification, reservation, adverse remark or disclaimer.

Sr.no	Secretarial Auditors Qualification	Managements Response
1	Based on our examination which includes test checks. The company has not used accounting software for maintaining its books of accounts which have feature of audit trail (edit log) facility for the year for all relevant transaction, so we could not verify that.	The Company acknowledges the auditors observation regarding the absence of an audit trail (edit log) feature in the accounting software used during the year. Management is taking necessary steps to implement compliant accounting software with audit trail functionality in the upcoming financial year.

25. SECRETARIAL AUDITORS & AUDITORS REPORT:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s. Nishant Bajaj & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided as "Annexure B" of this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought as the ensuing AGM M/s. Nishant Bajaj & Associates, Practicing Company Secretary, (C. P. No. 21538); (Peer Reviewed Firm- 2582/2022) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive financial years from FY 2025-26 till FY 2029.30. M/s. Nishant Bajaj & Associates, Practicing Company Secretary, has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company. The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Sr.no	Secretarial Auditors Qualification	Managements Response
1	The Company has not appointed any Internal Auditor under section 138 of the Companies Act 2013.	The same was due to inadvertent delay. Further the management will make sure for timely compliance.
2	The company has not appointed Company Secretary as requirement of the Companies Act, 2013 from 07th January, 2023 to 17th August, 2024.	The Company was making endeavor to find the suitable candidate for the position of KMP which caused the inadvertent delay in filing the causal vacancy.
3	The company has not appointed Chief Financial Officer under section 203 of the Companies Act, 2013 from 01st April, 2024 to 03rd October, 2024	The Company was making endeavor to find the suitable candidate for the position of KMP which caused the inadvertent delay in filing the causal vacancy.

26. INTERNAL AUDITORS & AUDITORS REPORT:

During the period under the review, company has not appointed any Internal Auditor under

section 138 of the Companies Act, 2013.

27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as "Annexure C" to this Report.

28. SEXUAL HARASSMENT POLICY

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ‘Internal Complaints Committee to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2024-25.

i. Number of Complaints filed during the financial year NIL ii. Number of complaints disposed of during the financial year NIL iii. Number of complaints pending as on end of the financial year - NIL

29. MATERNITY BENEFITS COMPLIANCES:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company has ensured that all eligible women employees are provided with maternity benefits and other entitlements as prescribed under the Act. The Company remains committed to providing a safe, supportive, and inclusive work environment for its women employees.

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns

about unethical behaviour, actual or suspected fraud or violation of your Companys Code of

Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Companys website at the www.vaishnocement.com

31. LISTING ON STOCK EXCHANGE

The Company shares are listed on The Calcutta Stock Exchange Ltd. And the BSE Ltd and the

Company has paid the listing fees for the Financial Year 2024-25.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO ETC.

Conservation of Energy:

The Board has nothing to report under this. However, the company is taking adequate steps to

see that the energy used by the company is the minimum under the given circumstance.

Technology Absorption:

The Board has nothing to report under the head technology absorption.

Foreign Exchange Earnings and Outgo:

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign

exchange earned was NIL (previous year Nil).

33. RISK MANAGEMENT POLICY:

The Company has put in place Risk Management Policy compatible with the type and size of operations and risk perception. The said policy is drawn up based on the guidelines of SEBI and stock exchanges issued in this regard.

34. CYBER SECURITY:

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically

and the processes, technology controls are being enhanced in-line with the threat scenarios. Your

Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

35. CODE OF CONDUCT:

The Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive

Information ("UPSI").

The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information. The employees undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

36. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/right issues as at 31^st March, 2025. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

37. MATERIAL CHANGES AND COMMITMENTS

No Material Changes occurred during the period under review.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Courts/ Regulators or Tribunals impacting

the going concern status and Companys operations in future.

39. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

40. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the

name of the company under the Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks

and Financial Institutions.

43. DISCLOSURE RELATED TO FUND RECEIVED FROM DIRECTOR AND ITS RELATIVE:

The Company has received funds from its Directors and their relatives during the year under review. Such funds, being exempted under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014, do not fall within the ambit of deposits. Accordingly, the Company has obtained necessary declarations from the Directors and their relatives confirming that the funds provided are out of their own sources and not borrowed.

44. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the audit committee and/or board under Section 143(12) of Act and Rules framed thereunder.

45. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 RULE 11 OF THE COMPANIES ACT, 2013:

The Company acknowledges the auditors observation and clarifies that it did not use accounting software with an audit trail (edit log) feature for maintaining its books of account for the financial year ended 31st March, 2025. The Company is in the process of evaluating and implementing accounting software that complies with the requirements prescribed under Rule 3(1) of the Companies (Accounts) Rules, 2014, including the audit trail functionality.

46. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATON) RULES 2014- RULE 9 OF THE COMPANIES ACT, 2013:

In Accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations. The Company Secretary of the company has appointed by the Board of Director as the Designated Person under this rules.

47. APPRECIATION

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued customers and bankers of the Company. Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

Registered Office:	For and on behalf of the Board,
Vaishno Cement Company Limited
CIN: L26942WB1992PLC057087	Sd/-
14B Ramchandra Moitra Lane, Kolkata, Kolkata,	Jatin Nanji Chheda
West Bengal, India, 700005	Whole-Time Director
Tel. No. +91 91395 38896	DIN: 09342630
Email address: vaishno.cement@gmail.com	Date: 05th September, 2025
Website: www.vaishnocement.com	Place: Kolkata