Veritas (India) Ltd Directors Report

(Rs. in Lakhs)

On standalone basis, revenue from operations for the financial year 2024-25 was Rs. 32,314.09 lakhs as compared to Rs. 24,532.48. lakhs in the previous year. Profit after Tax(PAT) for the year was Rs. 433.88 lakhs as compared to Rs. 377.27 lakhs in the previous year.

On consolidation basis, revenue from operations for the financial year 2024-25 was Rs. 4,09,904.68 lakhs as compared to Rs. 3,85,453.46 lakhs in the previous year. Profit after Tax for the year was Rs. 11,355.89 lakhs as compared to Rs. 18,685.14 lakhs in the previous year.

Fiscal Year 2024-25 highlighted India?s continued resilience and growth momentum against a backdrop of persistent global uncertainty. While advanced economies grappled with sluggish growth, geopolitical tensions, including tariff barriers in some advanced markets, and tight monetary conditions, India reinforced its position as the world?s fastest-growing major economy, delivering GDP growth of 6.4-6.6%. This performance reflected strong domestic demand, proactive government policies, and the sustained dynamism of the services and industrial sectors.

The Indian economy witnessed encouraging gains in employment and private consumption, supported by favourable policy measures and new investments, providing a promising foundation for sustainable business growth. Against this backdrop, our Company remained steadfast in its commitment to long-term value creation for stakeholders, leveraging operational excellence and adaptability across all business verticals.

During the year, your Company?s operations consistently adhered to global standards while responding effectively to industry fluctuations. Financial performance remained resilient, with revenues recording a 6.34% increase over the previous year—a notable achievement amid global uncertainties and sector-specific challenges. This performance reflects both the underlying strength of our business model and our focus on building sustainable growth platforms for the future.

During the period under review, the Registered Office of the company has been shifted from 70 Mint Road, 3rd floor, Veritas House, Fort-Mumbai-400 001 to Floor-1, Plot-18, Vakil Building, S. S. Ram Gulam Marg, New Custom House, Ballard Estate., M.P.T., Mumbai 400001.

The Board of Directors ("Board) is pleased to recommend a dividend@ Rs. 0.05/- (Five paise) per Equity Share on 2,68,10,000 Equity Shares of Rs. 1 each for the year ended March 31, 2025, subject to the approval of the Shareholders at the ensuing 40th AGM.

The Company has not transferred any amount to the General Reserve during the year.

The Register of Members and Share Transfer Books of the Company will be closed from Saturday, September 20, 2025 to Friday, September 26, 2025 (both days inclusive) to determine the eligibility of shareholders to receive the dividend for the financial year ending on March 31, 2025.

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The Company has fixed Friday, September 19, 2025 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for the Financial Year 2024-2025.

As on March 31, 2025, Swan Corp Limited (formerly known as Swan Energy Limited) is the Holding Company of your Company. Apart from this, your Company has 7 (Seven) subsidiaries? including step-down subsidiaries, operating within India and overseas subsidiaries as listed below:

1. Veritas Infra & Logistics Private Limited, Wholly Owned Subsidiary (WOS)

2. Veritas Agro Ventures Private Limited, Wholly Owned Subsidiary (WOS)

3. Veritas Polychem Private Limited, Wholly Owned Subsidiary (WOS)

1. Veritas International FZE, (Wholly Owned Subsidiary incorporated in Dubai, UAE)

2. Verasco FZE (Formerly known Hazel International FZE), (Wholly Owned Subsidiary incorporated in Sharjah UAE)

3. Veritas Global PTE Limited, (Step down subsidiary incorporated in Singapore)

4. Global Comtrade PTE Limited, (Wholly Owned Subsidiary incorporated in Singapore).

A statement in Form AOC - 1, pursuant to Section 129(3) of the Act, giving details of the subsidiary companies of the Company is attached to the Accounts. The financial statements and related documents of the Subsidiary companies shall be kept open for inspection at the registered office of the Company.

The Company does not have any Joint Ventures or Associate Companies.

During the year under review, there was no Change in the authorised share capital of the Company.

During the year under review, the issued, subscribed and paid-up Equity Share Capital of the Company as at March 31, 2025 stood at Rs. 2,68,10,000/- (Rupees Two Crore Sixty-Eight Lakhs Ten Thousand only) comprising of 2,68,10,000 fully paid equity shares of Rs. 1/- each.

As required under Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, a Management Discussion and Analysis is annexed to this Report- Annexure A.

As required under Regulation 34(3) read with Schedule V (C) of the SEBI (LODR) Regulations, 2015, a report on the ‘Corporate Governance?, together with a certificate of Secretarial Auditor, confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure B.

Further, in compliance of Regulation 17(5) of the SEBI (LODR) Regulations, 2015, your Company has adopted a ‘Code of Conduct and Ethics? for its Directors and Senior Executives.

The familiarization programme is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.

The provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 providing for the details of Conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable since the Company is into trading and distribution business.

However, your Directors have taken appropriate care to conserve the energy during the year under review. Your Company, in order to increase its foreign exchange earnings, is developing an export market strategy by focusing on sales of the diverse products of the Company in the international market.

Pursuant to provisions of Section 136(1) of the Act and as advised, the statement containing particulars of employees under Section 197(12) of the Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure D.

During the year under review, 9 (Nine) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this Report.

The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149(6) of the Act.

The Board is of the opinion that all the Independent Directors possess integrity, have relevant expertise, experience and fulfil the conditions specified under the Act, and the Listing Regulations.

The Report on CSR is annexed to this Report as Annexure E.

During the reporting period, no person has been denied access to the Chairman of the Audit Committee.

In terms of Regulation 43A of SEBI (LODR) Regulations, 2015, DDP is disclosed on the website of the company. The weblink for the same is as under:

All the Related Party Transactions entered into during the financial year were on an arm?s length basis and were in the ordinary course of business. Related Party Transactions (RPTs) entered into by the company during the financial year, which attracted provisions of section 188 of the Companies Act, 2013 and as defined under regulation 23 of listing regulations, 2015, a detailed disclosure of these transaction with the related parties are provided in the Notes to the Financial Statements.

There were no transaction requiring disclosure under section 134(3)(h) of the Act, hence the prescribed Form AOC-2 does not form a part of this report.

During the year 2024-25, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of Listing Regulations, 2015, all RPTs were placed before the Audit Committee for its approval. Members are requested to refer note no. 41 forming part of the Annual Audited Financial Statements which set out related party disclosure.

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All the Related Party Transactions entered in the Ordinary Course of Business and at Arm?s Length were reviewed and approved by the Audit Committee. All Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis.

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the Note no. 43 to the Financial Statements and forms a part of this Annual Report.

M/s. Shabbir & Rita Associates LLP, Chartered Accountants, Statutory Auditors (Firm Registration No. 109420W) were appointed as Statutory Auditors of the Company at the 37^th AGM held on September 30, 2022 for a period of five consecutive years, to hold office from the conclusion of 37^th AGM until Conclusion of 42^nd AGM.

There is no qualification, reservation or adverse remark or disclaimer by the Auditors in their reports. Hence, Report of the auditors, read with the notes to the financial statements, is self explanatory and need no elaboration.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

Pursuant to recommendation of Audit Committee, The Board has appointed M/s. JMJA & Associates LLP, Practicing Company Secretaries to undertake secretarial audit of the company pursuant to Section 204 of the Companies Act, 2013.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed as Annexure F and forms part of this Report.

The Board of Directors have appointed M/s SKJP & Associates, [Peer reviewed certificate no. 6740/2025] as the Secretarial Auditor of the Company for a first term of five consecutive years commencing from financial year 2025-2026 till the financial year 2029-2030, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

In terms of Section 118 (10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

Your company has been regular in meeting its obligations towards payment of Principal/Interest to the Banks and other institutions.

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. These controls have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on a sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

All appointments of Directors are made in accordance with the relevant provisions of the Companies Act, 2013 and the Rules framed thereunder and the SEBI Listing Regulations.

At the ensuing AGM, Mr. Arun S. Agarwal (DIN: 02044613), retires by rotation and being eligible, offers himself for re-appointment.

i. Mr. Virat Dantwala (DIN: 10750573) and Mr. Arun S. Agarwal (DIN: 02044613) were appointed as Executive Director at the 39^th AGM held on September 24, 2024.

ii. Ms. Bhagyashri Dixit (DIN:10952866) was appointed as an Independent Woman Director by the Board for the first term of 5 years, from August 13, 2025 to August 12, 2030, subject to approval of shareholders at the ensuing 40^th AGM, to be held on September 26, 2025.

iii. Mr. Deepak Mane (DIN: 02368492) was appointed on May 29, 2025 and has resigned on August 13, 2025 as an Independent Director.

iv. Ms. Purvi Matani resigned as an Independent Director with effect from December 13, 2024.

v. Mr. Nikhil Merchant (DIN: 00614790) and Mr. Vivek Merchant (DIN:06389079) resigned as Executive Directors with effect from August 30, 2024.

vi. Mr. Dhruvkumar Trivedi was appointed on May 29, 2024, and has resigned on July 8, 2024 as Company Secretary of the company.

vii. Mr. Arun S. Agarwal was appointed as the Director and Company Secretary of the Company with effect from August 30, 2024.

viii. Mr. Rajaram Shanbhag, Chief Financial Officer of the Company, has resigned w. e. f. May 31, 2025.

ix. Mr. Rakesh Bharucha was appointed as Chief Financial Officer of the Company w.e.f. August 13, 2025.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

None of the Directors of the Company are disqualified in accordance with Section 164 of the Companies Act, 2013. Further, as per the SEBI Listing Regulations, the Company has received Certificate from M/s. JMJA & Associates Practicing Company Secretaries, certifying therein that none of the Directors on the Board have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such other statutory authority.

The following personnel have been designated as Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2025.

During the financial year under review:

Pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015, the Board has carried out an annual evaluation of its own performance, all the committees and Individual Directors including chairman of the Board.

There was no change in the nature of business of the Company;

The Company has not accepted any deposits from public;

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company?s operations in future;

The Company has constituted a committee in compliance of the provisions of "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company. The following is the status of complaint received and resolved during the financial year:

- Number of complaints received: Nil

- Number of complaints disposed off: Nil

- Number of complaints pending beyond 90 days: Nil

The company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with Maternity Benefits as prescribed under the Maternity Benefit Act.

There were no applications made or any proceedings pending under IBC by or against the Company.

There were no instances of one time settlement with any Banks or Financial institutions;

The Company has neither made any provision of money nor provided any loan to the employee of the company for subscription to/purchase of shares of the company, pursuant to section 67 of the Act and rules made thereunder.

During the year under review, the Statutory and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

There were no significant material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

There are various Board constituted committees as stipulated under the Act and SEBI Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. Brief details pertaining to composition, terms of reference, meeting held and attendance there at of these committees during the year has been enumerated in the Corporate Governance Report.

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

b) appropriate accounting policies have been selected and applied them consistently, 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 profit of the Company for the year ended on that date;

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

d) the Annual accounts have been prepared on a ‘going concern? basis;

e) Internal financial controls have been laid down and followed by the company and that such controls are adequate and are operating effectively;

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

The relationship with all the concerned continued to remain harmonious and cordial throughout the year under review.

The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company.

The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.