Vigor Plast India Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 12th Annual Report of Vigor Plast India Limited ("the Company"), together with the Audited Standalone Financial Statements for the financial year ended March 31, 2026.

This Annual Report provides an overview of the Companys business operations, financial performance and key developments during the year under review. The accompanying audited financial statements provide a true and fair view of the financial position and performance of the Company for the financial year ended March 31, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Accounting Standards. The Directors believe that this Report provides the Members with an overview of the Companys business performance and key developments during the year under review.

OVERVIEW OF FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Accounting Standards ("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").

Key highlights of standalone financial performance for the year ended March 31, 2026, are summarized as under:

		(Rs. in Lakhs)
Particulars	FY 25-26	FY 24-25
Revenue From Operations	6,585.38	4,557.79
Other Income	4.39	44.01
Total Income	6,589.77	4,601.80
Less: Total Expenses before Depreciation, Finance Cost and Tax	4756.62	3341.55
Profit Before Depreciation, Finance Cost and Tax (EBITDA)	1833.15	1260.25
Less: Depreciation	476.65	391.09
Less: Finance Cost	137.77	180.71
Profit Before Tax	1,218.73	688.45
Less: Current Tax	317.54	172.81
Less: Deferred tax Liability (Asset)	(11.17)	(2.52)
Profit After Tax (PAT)	912.37	518.16

FINANCIAL HIGHLIGHTS

The total income of your Company for the year ended March 31, 2026 was Rs. 6,589.77 Lakh as against the total income of Rs. 4,601.80 Lakh for the previous year ended March 31, 2025. The Total Income of your company was increased by 43.20% over previous year.

Further, during the financial year 2025-26, the total expenses have increased to Rs. 4756.62 Lakh from Rs. 3341.55 Lakh in the previous financial year 2024-25. The Net Profit after Tax of your Company for the year under review is Rs. 912.37 Lakh as compared to Rs. 518.16 Lakh in the previous financial year. The profit of your Company increased about 76.08% as compared to previous financial year. The increase in profit is due to increase in revenue from operations of your company as compared to previous year.

DIVIDEND AND RESERVES

DIVIDEND

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2025-26.

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

TRANSFER TO GENERAL RESERVE

During the year, the Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

COMPANY OVERVIEW

Your Company was originally incorporated as Vigor Plast India Private Limited as a private limited company under the Companies Act, 1956, pursuant to a Certificate of Incorporation dated January 30, 2014, issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Subsequently, the Company was converted into a public limited company pursuant to a special resolution passed at the Extraordinary General Meeting of the Members held on November 11, 2024, and consequently, the name of the Company was changed to Vigor Plast India Limited pursuant to a fresh Certificate of Incorporation issued by the Registrar of Companies, Central Processing Centre on November 27, 2024.

Your Company commenced its operations with trading of PVC pipes and fittings and subsequently expanded its operations into manufacturing from 2020 onwards. The Company is engaged in the manufacturing and supply of Polyvinyl Chloride (PVC), Unplasticized Polyvinyl Chloride (uPVC) and Chlorinated Polyvinyl Chloride (cPVC) pipes, fittings and related products, catering to various applications in plumbing, irrigation and Soil, Waste and Rainwater (SWR) management.

Your Company offers products across different applications and caters to residential, commercial, agricultural and industrial requirements. The Companys products are designed to meet requirements relating to water distribution, plumbing, irrigation and drainage applications. Your Company continues to focus on maintaining product quality, strengthening its distribution network and expanding its market presence.

During the year, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

During the year under review, your Company successfully completed its Initial Public Offering comprising a Fresh Issue of 24,99,200 Equity Shares aggregating to Rs.2,024.35 Lakhs and an Offer for Sale of 6,00,000 Equity Shares aggregating to Rs.486.00 Lakhs, at an issue price of Rs.81/- per Equity Share. The total Offer thus comprised 30,99,200 Equity Shares aggregating to Rs.2,510.35 Lakhs.

The Draft Red Herring Prospectus ("DRHP") was approved by the Board of Directors at its meeting held on April 22, 2025. Subsequently, the Red Herring Prospectus ("RHP") was approved by the Board of Directors at its meeting held on August 25, 2025. The Prospectus, dated September 09, 2025, was approved by the Board of Directors on the same date.

The National Stock Exchange of India Limited ("NSE") granted listing approval vide its letter dated September 11,2025, pursuant to which the Equity Shares of the Company were listed and admitted to trading on the NSE Emerge Platform with effect from September 1 2, 2025.

The completion of the IPO and listing of the Equity Shares marks a significant milestone in the growth journey of your Company, reflecting an important step in its evolution as a listed enterprise. The successful entry into the capital markets has enhanced the Companys visibility among investors, broadened its investor base and provided a wider platform for engagement with shareholders and other stakeholders.

Your Directors place on record their sincere appreciation to the investors for their confidence and participation in the Offer, and to all intermediaries, advisors, regulatory authorities, the stock exchange and other stakeholders who contributed to the successful completion of the IPO and listing process.

The listing provides your Company with an important foundation for its next phase of growth. Your Company remains focused on strengthening its manufacturing and distribution capabilities, expanding its market reach, enhancing operational efficiencies and pursuing sustainable business opportunities. The Company is committed to maintaining high standards of transparency, corporate governance and stakeholder engagement while continuing to create long-term sustainable value for its Members and other stakeholders.

SHARE CAPITAL

Authorized Capital

During the year under review, there was no change in the authorized share capital of the company.

The Authorized Share Capital of your Company as on March 31,2026, is Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakhs Only) divided into 1,25,00,000 (One Crore Twenty-Five Lakhs) Equity Shares each of Rs. 10/- (Rupees Ten)each.

Issued, Subscribed & Paid -up Capital

During the year under review, the following changes took place in the Issued, Subscribed and Paid-up capital of your company:

• Pursuant to the Fresh Issue of 24,99,200 (Twenty-Four Lakh Ninety-Nine Thousand Two Hundred) Equity Shares under the Companys Initial Public Offer, the Board of Directors, at its meeting held on September 10, 2025, allotted the said Equity Shares of Rs.10/- each at an issue price of Rs.81/- per Equity Share (including a share premium of Rs.71/- per Equity Share) to the successful allottees.

Consequently, the Issued, Subscribed and Paid- up Capital of your Company as on March 31, 2026, is Rs.10,35,17,000/- (Rupees Ten Crore Thirty-Five Lakh Seventeen Thousand Only) divided into 1,03,51,700 (One Crore Three Lakh Fifty-One Thousand Seven Hundred) each.

UTILISATION OF IPO PROCEEDS

The Company raised funds of Rs. 2024.35 Lakhs through Initial Public Offering (IPO) during financial year 202526.

			(Rs. in Lakhs)
Sr. No. Original Object	Original Allocation	Funds Utilized as on March 31, 2026	Funds Unutilized as on March 31, 2026
1. Repayment of certain secured borrowings	1,139.30	1139.30	-
2. Funding capital expenditure towards the development and construction of new warehouse in Ahmedabad, Gujarat	379.96	105.90	274.06
3. General Corporate Purposes	303.26	282.68	20.58
4. Public Issue Expenses	201.83	201.83	-
Total	2024.35	1729.71	294.64

As on March 31, 2026, the utilisation of IPO proceeds towards capital expenditure for the development and construction of the new warehouse in Ahmedabad, Gujarat, and towards General Corporate Purposes remains pending to the extent of the unutilised amount. The Company confirms that there has been no deviation or variation in the utilisation of the gross proceeds raised through the Initial Public Offering ("IPO") from the objects stated in the Prospectus.

CHANGE IN REGISTERED OFFICE

During the year, there was no change in Registered Office of the Company. The registered office of the company is situated at Survey No. 640/3, Behind Gujarat Gas CNG Pump Godown Zone, Lalpur Road, Dared, Village, Chela, Jamnagar, Jamnagar, Gujarat, India, 361006.

Your company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2026.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder. The Annual Return for the Financial Year 2025-26 is available on the website of the Company and can be accessed at www.vigorplastindia.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

As on the date of this report, the Board comprises of the following Directors;

				No. of Committee 1
Name of Director	Category Cum Designation	Date of Appointment at Current Term & Designation	Total Director Ships in other co.1	in which Director is Member2	in which Director is Chairman	No. of Shares held as on March 31, 2026
Jayesh Premjibhai Kathiriya	Chairman and Managing Director	December 4, 2024	-	1	-	21,45,525
Rajesh Premjibhai Kathiriya	Whole-Time Director	December 4, 2024	-	1	-	21,03,825
Premjibhai Dayabhai Kathiriya	Non-Executive Director	January 30, 2014	-	1	1	20,89,375
Jashvantiben Rajeshbhai Kathiriya	Non-Executive Director	November 30, 2024	-	-	-	4,66,050
Nitaben Jayeshbhai Kathiriya	Non-Executive Director	November 30, 2024	-	-	-	4,45,725
Nimesh Naginbhai Rajput	Non-Executive Independent Director	December 4, 2024	1	1	-	-
Sumit Rameshbhai Gosrani	Non-Executive Independent Director	December 4, 2024	1	2	2	-
Mahesh Busa	Non-Executive Independent Director	December 4, 2024	-	1	-	-

1 excluding Section 8 Company, struck off Company, Amalgamated Company and LLPs

2 Committee includes Audit Committee and Shareholders Grievances & Relationship Committee across all Public Companies including our Company.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

INFORMATION ON DIRECTORATE

During the financial year under review, there were no changes in the composition of the Board of Directors of your Company. The Board structure remained unchanged, and all Directors continued to hold their respective roles and responsibilities throughout the year, except as detailed below:

Retirement by rotation and subsequent re -appointment

Mr. Rajesh Premjibhai Kathiriya (DIN: 06784756), Whole Time Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 1 2^th Annual General meeting.

KEY MANAGERIAL PERSONNEL

As on the date of this Report, the following individuals are designated as Key Managerial Personnel ("KMPs") of the Company in accordance with Sections 2(51) and 203 of the Companies Act, 2013:

• Mr. Jayesh Premjibhai Kathiriya - Chairman and Managing Director w.e.f December 04, 2024.

• Mr. Rajesh Premjibhai Kathiriya - Whole Time Director w.e.f December 04, 2024.

• Mr. Pintu Tulsibhai Jadav - Chief Financial officer w.e.f November 30, 2024.

• Ms. Trushali Bimalbhai Chauhan - Company Secretary and Compliance officer w.e.f. June 30, 2026.

During the year under review, there were no changes took place in the constitution of Key Managerial Personnel.

Subsequent to the closure of the financial year, Mr. Ajay Kumar Agarwal ceased to hold the position of Company Secretary & Compliance Officer of the Company with effect from April 01, 2026, pursuant to his resignation, Ms. Trushali Bimalbhai Chauhan was subsequently appointed as the Company Secretary & Compliance Officer of the Company with effect from June 30, 2026.

DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on March 31, 2026 the Company has three Non-Promoter Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on February 06, 2026 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

BOARD MEETINGS

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 24 (Twenty Four) times are as on April 1, 2025, April 10, 2025, April 11, 2025, April 18, 2025, April 22, 2025, July 21, 2025, July 26, 2025, July 31, 2025, August 18, 2025, August 22, 2025, August 25, 2025, September 03, 2025, September 09, 2025, September 10, 2025, September 30, 2025, October 10, 2025, October 14, 2025, October 15, 2025, October 29, 2025, November 07, 2025, November 10, 2025, November 18, 2025, December 4, 2025 and February 6, 2026.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	DIN	Designation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended	Presence at the previous AGM of F.Y. 202526
Jayesh Premjibhai Kathiriya	06784737	Chairman and Managing Director	24	24	Yes
Rajesh Premjibhai Kathiriya	06784756	Whole-time director	24	24	Yes
Premjibhai Dayabhai Kathiriya	06785160	Non-Executive Director	24	24	Yes
Jashvantiben Rajeshbhai Kathiriya	08427064	Non-Executive Director	24	24	Yes
Nitaben Jayeshbhai Kathiriya	08427038	Non-Executive Director	24	24	Yes
Nimesh Naginbhai Rajput	02490028	Non-Executive Independent Director	24	24	Yes
Sumit Rameshbhai Gosrani	10838216	Non-Executive Independent Director	24	24	Yes
Mahesh Busa	10838424	Non-Executive Independent Director	24	24	Yes

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

GENERAL MEETINGS

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No. Type of General Meeting	Date of General Meeting
1. Annual General Meeting	August 25, 2025

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of the performance of the Board, its committees and individual Directors in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated based on various criteria, including its composition and structure, effectiveness of Board processes, adequacy of information and overall functioning. The performance of the Committees was evaluated based on their composition, effectiveness of meetings and discharge of their respective functions.

The performance of individual Directors was evaluated by the Board and the Nomination and Remuneration Committee based on their contribution to the Board and Committee meetings, preparedness, participation, meaningful and constructive contribution and inputs on matters discussed. The performance of the Chairman was also evaluated based on the effective discharge of his roles and responsibilities.

A separate meeting of the Independent Directors was held to evaluate the performance of the NonIndependent Directors, the Board as a whole and the Chairman, taking into account the views of the Executive and Non-Executive Directors. The performance of the Independent Directors was evaluated by the entire Board, excluding the Independent Director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of Annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had 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 or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in compliance with the applicable provisions of the Companies Act, 2013 and other applicable regulations, has constituted various Committees to assist the Board in discharging its responsibilities effectively. The details of the Committees are given below.

A. AUDIT COMMITTEE

Your Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and other applicable provisions. The Audit Committee, inter alia, reviews the financial statements and recommends the same to the Board for its consideration and approval. The Committee also reviews matters falling within its terms of reference and such other matters as may be referred to it by the Board.

During the year under review, Audit Committee met Eight (8) times, on April 10, 2025, April 11, 2025, April 18, 2025, July 21, 2025, August 18, 2025, August 22, 2025, November 10, 2025 and February 06, 2026.

The composition & attendance of the Audit Committee are as given below:

Name	DIN	Nature of Directorship	Designation	Number of Meetings During the Financial Year 2025-26
				Eligible to Attend	Attended
Sumit Rameshbhai Gosrani	10838216	Non-Executive Independent Director	Chairperson	8	8
Mahesh Busa	10838424	Non-Executive Independent Director	Member	8	8
Jayesh Premjibhai Kathiriya	06784737	Chairman and Managing Director	Member	8	8

The Statutory Auditors of the Company are invited to attend the meetings of the Audit Committee, wherever required. The Company Secretary and Chief Financial Officer of the Company are regusslar invitees to the meetings of the Committee.

The recommendations of the Audit Committee, wherever made, have been duly considered and accepted by the Board of Directors.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism and formulated a Whistle Blower Policy in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy enables employees and other eligible persons to report genuine concerns relating to unethical behaviour, actual or suspected fraud, misconduct or violation of the Companys Code of Conduct.

The Vigil Mechanism provides adequate safeguards against victimisation of persons who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate cases. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. No person has been denied access to the Audit Committee under the Vigil Mechanism during the year under review.

The Whistle Blower Policy of the Company is available on the website of the Company at

https://www.vigorplastindia.com/images/POLICIES/6.Vigil%20Mechanism%20&%20Whistle%20Blower%20Policy.pdf

B. STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has constituted a Stakeholders Relationship Committee in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee primarily focuses on the redressal of shareholders and investors grievances, including matters relating to transfer/transmission and dematerialisation of shares, loss of share certificates, non-receipt of Annual Reports and other related matters.

During the year under review, the Stakeholders Relationship Committee met two (2) times, on November 10, 2025 and February 06, 2026.

The composition and attendance of the members of the Stakeholders Relationship Committee are as follows:

Name	DIN	Nature of Directorship	Designation	Number of meetings during the financial year 2025-26
				Eligible to attend	Attended
Premjibhai Dayabhai Kathiriya	06785160	Non-Executive Director	Chairperson	2	2
Rajesh Premjibhai Kathiriya	06784756	Whole-time Director	Member	2	2
Nimesh Rajput	02490028	Non-Executive Independent Director	Member	2	2

During the year under review, all complaints received from the stakeholders were duly resolved, and there were no complaints pending for resolution as on March 31, 2026.

The Company Secretary of the Company acts as the Secretary to the Committee and attended the meetings of the Stakeholders Relationship Committee held during the year.

C. NOMINATION AND REMUNERATION COMMITTEE

Your Company has constituted a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and other applicable provisions.

The Nomination and Remuneration Committee, inter alia, considers matters relating to the identification and recommendation of persons qualified to be appointed as Directors and Senior Management Personnel, their appointment and removal, and such other matters as may be entrusted to it by the Board.

During the year under review, the Nomination and Remuneration Committee met one (1) time, on February 06, 2026.

The composition and attendance of the members of the Nomination and Remuneration Committee are as follows:

Name	DIN	Category	Designation	Number of meetings during the financial year 202 5-26
				Eligible to attend	Attended
Mahesh Busa	10838424	Non-Executive Independent Director	Chairperson	1	1
Nimesh Rajput	02490028	Non-Executive Independent Director	Member	1	1
Premjibhai Dayabhai Kathiriya	06785160	Non-Executive Director	Member	1	1

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of Your Company is designed to promote a performance-oriented culture and enable the Company to attract, retain and motivate competent personnel while aligning their interests with the goals and objectives of the Company.

Your Company provides remuneration to its Executive Directors and Key Managerial Personnel by way of salary, benefits, perquisites and allowances. Annual increments are considered and recommended by the Nomination and Remuneration Committee within the salary scales approved by the Members and are generally effective from April 1 of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is available on the website of Your Company at

https://www.vigorplastindia.com/images/POLICIES/3.Nomination%20and%20Remuneration%20Policy.pdf

Remuneration of Director

The details of remuneration paid during the financial year 2025-26 to directors of the Company is provided in Form MGT-7, which is available at website of the Company, i.e. https://www.vigorplastindia.com/annual- returns.html

PARTICULAR OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the ratio of the remuneration of each director to the median remuneration of the employees is annexed to this Report as Annexure A.

Further, the information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the said Rules, in respect of the top ten employees in terms of remuneration drawn and other particulars of employees, is not applicable to the Company during the year under review. Accordingly, no separate annexure in this regard has been included as part of this Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE OF THE COMPANY

As on the date of report, the Company does not have any Subsidiary, Associate Company and Joint Ventures as on March 31, 2026.

TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2025-26 is given in notes of the financial statements which is part of Annual Report. The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.vigorplastindia.com/policies.html.

MATERIAL CHANGES AND COMMITMENT

There were no material changes or commitments undertaken during the financial year.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In line with its commitment to fostering a safe, respectful, and inclusive work environment, your Company has institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework to address and prevent incidents of sexual harassment across all its workplaces. Your Company maintains a strict policy of zero tolerance towards any form of harassment and ensures that all complaints are handled with utmost sensitivity, discretion, and fairness.

Your Company has adopted a Prevention of Sexual Harassment Policy, which upholds the principles of gender neutrality and confidentiality. An Internal Complaints Committee (ICC) has been duly constituted in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to address complaints, if any, in a timely and effective manner.

Details of complaints during the financial year under review are as follows:

a) Number of complaints of sexual harassment received in the year	NIL
b) Number of complaints disposed off during the year	NA
c) Number of cases pending for more than ninety days	NA

The Policy on Prevention of Sexual Harassment of Women at Workplace, as approved by the Board of Directors, is available on the website of the Company at

https://www.vigorplastindia.com/images/POLICIES/5.Policy%20on%20Sexual%20Harassment.pdf

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

Your Company is in compliance with the provisions of the Maternity Benefit Act, 1961. However, no maternity benefits were claimed by any employee during the financial year under review.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure B.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There were no such instances of one-time settlement or differing valuations during the year under review. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The Company has 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. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has established adequate internal financial control systems commensurate with the size and nature of its business operations. The internal control framework is designed to ensure that business operations are carried out effectively, resources are utilised efficiently, financial reporting is reliable and assets are safeguarded.

The Company has an established system of internal audit to independently review and strengthen its internal control measures. The internal audit is carried out by an external firm of Chartered Accountants in accordance with an annual internal audit plan, which is reviewed in consultation with the Statutory Auditors and the Audit Committee. The internal audit process focuses on reviewing internal controls, operational processes and risks associated with the Companys operations.

M/s. Sarvesh Gohil & Associates, Chartered Accountants (FRN: 0156550W), the statutory auditors of the Company, have audited the financial statements of the Company for the financial year ended March 31, 2026 is included in this annual report and has issued a report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

The Audit Committee reviews reports submitted by management, internal auditors, and statutory auditors. Suggestions for improvements are duly considered, and the Committee monitors corrective actions. The Audit

Integrity and transparency are core to our corporate governance practices, ensuring continued trust of our stakeholders. Corporate governance at our Company aims at maximizing shareholder value in a legal, ethical, and sustainable manner. Our Board discharges its fiduciary duties in the broadest sense, and our disclosures aim to reflect global best practices in corporate governance.

As our Company is listed on the EMERGE Platform of the National Stock Exchange of India Limited (NSE), and pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Para C, D, and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Boards Report. However, the Company remains committed to upholding high standards of corporate governance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is covered under the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder. Since the amount required to be spent by the Company towards Corporate Social Responsibility ("CSR") for the financial year 2025-26 does not exceed Rs.50 lakh, the requirement for constitution of a separate CSR Committee under Section 135(1) of the Companies Act, 2013 is not applicable to the Company pursuant to Section 135(9) of the Act. Accordingly, the functions of the CSR Committee are discharged by the Board of Directors.

The Board of Directors has approved the CSR Policy of the Company in accordance with the applicable provisions of the Companies Act, 2013. The CSR Policy is available on the website of the Company. The CSR activities undertaken by the Company during the financial year 2025-26 are in accordance with Section 135 of the Act and the applicable rules.

During the financial year 2025-26, the Company incurred CSR expenditure of Rs.7,63,000/- (Rupees Seven Lakh Sixty-Three Thousand Only) towards eligible CSR activities. The Company has complied with its applicable CSR expenditure requirement for the financial year.

The Annual Report on CSR activities for the financial year ended March 31, 2026, forming part of this Annual Report as Annexure C, provides the requisite details of the CSR activities undertaken by the Company. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure D.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the rules made thereunder, M/s. Sarvesh Gohil & Associates, Chartered Accountants (FRN: 0156550W), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 7^th Annual General Meeting until the conclusion of the 12^th Annual General Meeting of the Company to be held in the calendar year 2026.

Upon completion of the tenure of the existing Statutory Auditors, the Board of Directors has proposed the appointment of M/s. Raichura & Co., Chartered Accountants (FRN: 126105W), as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of the 12^th Annual General Meeting until the conclusion of the 17^th Annual General Meeting of the Company to be held in the calendar year 2031.

The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report forms part of this Annual Report along with the Financial Statements. There are no qualifications, reservations, adverse remarks or disclaimers in the Auditors Report for the financial year ended March 31, 2026.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013, the Company had appointed M/s. P. R. Nakum & Associates, Chartered Accountants (FRN: 0147034W), as Internal Auditor of the Company for the Financial Year 2025-26.

MAINTENANCE OF COST RECORD

The Company is not required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder and accordingly.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, your Company had appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretaries, Ahmedabad, as the Secretarial Auditor of the Company for the Financial Year 2025-26. The Secretarial Audit Report is annexed herewith as Annexure E to this Report.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

Sr. No.	Compliance Requirement (Regulations/ Circulars / Guidelines Including Specific Clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary	Reply by Management
1.	Regulation 4(2) read with Schedule B of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and SEBI Circular No. SEBI/HO/ISD/ISD- PoD- 2/P/CIR/2025/55 dated April 21, 2025, relating to the framework for restricting trading by Designated Persons and their immediate relatives by freezing PAN at security level during the Trading Window closure period.	Delay in closure of the Trading Window for the quarters ended Septembe r 2025 and December 2025 and delay in freezing PANs of Designate d Persons and their immediat e relatives for the quarter ended December 2025.	The company delayed in trading window closure disclosure for the following quarters:	The delay was due to an inadvertent oversight, coupled with the
Actual Date	Delay		Quarter	Required Date
09 October 2025	9 days	Company being newly listed and the additional time required for the	September 2025	30 September 2025
02 January 2026	2 days		December 2025	31 December 2025
			Further, the Company did not ensure freezing of PANs in NSDL within the prescribed timeline for the quarter ended December 2025. The PANs were required to be frozen by December 31, 2025, whereas the actual freezing was carried out on January 02, 2026.	Management and Compliance Team to familiarise themselves with the detailed requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has since taken necessary steps to ensure that the Compliance Team remains updated with the applicable regulatory requirements and has streamlined its internal processes to prevent recurrence of such delays in future.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders have been passed by any regulators, courts, tribunals, statutory or quasijudicial authorities during the year, which could impact the going concern status of the Company or its future operations.

Details of ongoing litigations, if any, relating to taxation and other matters are disclosed in the Auditors Report and the Notes to the Financial Statements forming part of this Annual Report.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, no application has been made nor has any proceeding been initiated against your Company under the Insolvency and Bankruptcy Code, 2016.

PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code aims to regulate, monitor, and report trading in the Companys securities by Directors and designated persons.

The Code mandates pre-clearance for trades in the Companys securities and prohibits dealing in Company shares by designated persons while in possession of unpublished price sensitive information or during the closure of the trading window. The Board of Directors is responsible for overseeing the implementation and enforcement of this Code.

WEBSITE

Your Company has its fully functional website https://www.vigorplastindia.com/ which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company.

The Company endeavours to ensure that the disclosures required under the Companies Act, 2013, the rules made thereunder and Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are appropriately made available on its website.

INDUSTRIAL RELATIONS

During the year under review, industrial relations remained cordial and harmonious across the Companys offices and establishments.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

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

1) Your Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

2) Your Company did not issue shares (including sweat equity shares) to employees of your Company under any scheme.

3) No significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status and your Companys operation in future.

4) No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.

5) No revisions were made in the financial statements and Directors Report of your Company.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office:	For and on behalf of Board of Directors
Survey No. 640/3, Behind Gujarat Gas CNG Pump Godown Zone, Lalpur Road, Dared, Village, Chela, Jamnagar, Jamnagar, Gujarat, India, 361006	Vigor Plast India Limited
		CIN: L25190GJ2014PLC078525
	Sd/-	Sd/-
	Jayesh Premjibhai Kathiriya	Rajesh Premjibhai Kathiriya
Place: Jamnagar	Chairman and Managing Director	Whole Time Director
Date: September 05, 2026	DIN: 06784737	DIN: 06784756