Vinyl Chemicals (I) Ltd Directors Report

DIRECTORS REPORT

Your Directors present the Fortieth Annual Report and the Audited Financial Statements for the year ended 31^st March, 2026

Financial Results:

		(Rs. in Lakhs)
Particulars	Current Year (2025-2026)	Previous Year (2024-2025)
Profit before Interest, Depreciation and Tax	2238	3054
Less: Interest & Other Finance Costs	8	4
Depreciation	12	10
Profit before Taxation	2218	3040
Less: Provision for Current Taxation	483	824
(Add)/Less: Provision for Deferred Tax	86	(17)
Profit for the year	1649	2233
Less: Other Comprehensive Income	6	6
Total Comprehensive Income	1643	2227
Add: Profit Brought Forward from Previous Year	11255	10266
Profit available for appropriations	12898	12493
Appropriations:
Dividend on Equity Shares	#1284	@1238
Transfer to General Reserve $	-	-
Total	1284	1238
Closing balance of Retained Earnings	11614	11255

#relates to Dividend for F.Y. 2024-2025

@ relates to Dividend for F.Y. 2023-2024

$ It is proposed not to transfer any amount to the General Reserve.

Dividend:

Out of Current Years profit, the Directors recommend payment of a Dividend of Rs.7 per equity share of Re. 1 (previous year Rs.7 per equity share) aggregating to Rs.12,83,59,777 (Previous Year Rs.12,83,59,777) on 1,83,37,111 equity shares of Re. 1 each. Dividend is subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source, as applicable.

Performance:

a. The Companys current business is in Chemicals which is trading mainly in Vinyl Acetate Monomer.

b. During the year, the sales turnover from Trading activity was Rs.63,193 lakhs as against Rs. 59,687 lakhs in the previous year.

c. During the year, the Company earned Net Profit of Rs.1,649 lakhs as against Rs. 2,233 lakhs in the previous year.

Outlook:

The Company expects to perform reasonably well subject to prevailing market conditions and fluctuations in the exchange rate.

Directors and Key Managerial Personnel:

In accordance with the provisions of the Companies Act, 2013 (the Act) and Articles of Association of the Company, Shri N.K. Parekh, a Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

The current term of Shri M.B. Parekh as Managing Director is valid till 31^st March, 2027. It is proposed to re-appoint him as Managing Director for a further period of 5 years from 1^st April, 2027, subject to approval of Members at the ensuing Annual General Meeting.

The members have approved appointment of Shri Kavinder Singh as Non-Executive and Non-Independent Director liable to retire by rotation effective from 2^nd February 2026 by passing ordinary resolution by means of Postal Ballot process on 5^th March, 2026 as recommended by the Board, and Nomination and Remuneration Committee.

The members have also approved appointment of Smt. Gira Sardesai as Non- Executive Independent Director for a period of 5 consecutive years effective from 2^nd February 2026 by passing special resolution by means of Postal Ballot process on 5^th March, 2026 as recommended by the Board and Nomination and Remuneration Committee. In the opinion of the Board, Smt. Gira Sardesai possess requisite expertise, experience and integrity including proficiency. Subject to approval of members, the Nomination and Remuneration Committee and Board of Directors have recommended the re-appointment of Shri P. D. Shah as an Independent Director of the Company for a second term of five consecutive years from 6^th October, 2026 upto 5^th October, 2031 and whose period of office shall not be liable to retire by rotation. Shri P. D. Shah is independent of the management and possess requisite expertise, experience, knowledge and integrity including proficiency.

The Company has received declarations from Shri P.D. Shah that he meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 (Listing Regulations). The Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of a Director.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Declaration from Independent Directors:

The Company has, inter alia, received declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder and the Listing Regulations;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act and

• they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

Annual Return:

The Annual Return of the Company on 31^st March, 2026 is available on the website of the Company at www.vinylchemicals.com.

Number of Board Meetings:

During the year, the Board of Directors met 4 times. The details of Board Meetings are given in the Corporate Governance Report section of this Annual Report.

Particulars of Loans, Guarantees or Investments:

Particulars of Loans, Guarantees or Investments under Section 186 of the Act are given in the Notes forming part of the Financial Statements for the year ended 31^st March, 2026.

Related Party Transactions:

All related party transactions that were entered into during the Financial Year were at an arms length basis and in the ordinary course of business and were placed before the Audit Committee for approval.

Particulars of arrangements with related parties as referred to in Section 188(1) of the Act for the Financial Year 20252026 are given in the prescribed Form AOC-2, which is annexed as Annexure 1.

Disclosure of related party transactions with the promoter(s)/promoter group which individually holds 10% or more shareholding of the Company, as per Indian Accounting Standards, are set out in Note No. 34 of the Financial Statements of the Company.

At the ensuing Annual General Meeting, it is proposed to pass Special Resolution for entering into transactions with Pidilite Industries Limited as required under the provisions Regulation 23(4) of Listing Regulations for approval of members.

The policy on Related Party Transactions as recommended by the Audit Committee and as approved by the Board is uploaded on the Companys website at https://vinvlchemicals.com/pdf/policies/Policv-on-Related-Partv-Transaction.pdf.

Risk Management:

The Company has a structured Risk Management Plan. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions.

Corporate Social Responsibility Report and Policy:

The Annual Report on Corporate Social Responsibility (CSR) activities as required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed as Annexure 2.

The CSR Policy of the Company and details of projects can be accessed on the Companys website at https://vinvlchemicals.com/pdf/policies/VCIL-CSR-Policv.pdf.

Remuneration Policy:

The Remuneration Policy of the Company is available on the Companys website https://vinylchemicals.com/pdf/ policies/remuneration-policy.pdf. The remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

Committees of the Board:

The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Stakeholders Relationship Committee

The details of the composition, terms of reference and number of meetings held during the year of the above Committees are given in the Corporate Governance Report section of this Annual Report.

All recommendations made by the Audit Committee have been accepted by the Board.

Statutory Auditors:

There are no qualifications, reservations, adverse remarks or disclaimers made in the Auditors Report on the Financial Statements of the Company for the Financial Year ended 31^st March, 2026.

During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act.

At the 38^th Annual General Meeting of the Company, the Members have appointed M/s. Mehul Gada & Associates, (FRN: 156057W), Chartered Accountants, Mumbai as Statutory Auditors of the Company for a term of five consecutive years upto the conclusion of the 43^rd Annual General Meeting. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

Subsidiaries, Associates and Joint Ventures:

The Company has no Subsidiaries, Associates and Joint Venture Companies.

Vigil Mechanism/Whistle Blower Policy:

The Company has established a Vigil Mechanism and adopted a Whistle Blower Policy for its Directors and employees. The details of the policy are posted on the Companys website at https://vinylchemicals.com/pdf/policies/vcil-whistle- blower-policy.pdf For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

Secretarial Auditor and Secretarial Audit Report:

At the 39^th Annual General Meeting, the Members have appointed M/s. Parikh & Associates, Practicing Company Secretaries (FRN : P1988MH009800) as Secretarial Auditors of the Company for a term of five consecutive years. They have confirmed that they are not disqualified from continuing as Secretarial Auditors of the Company.

The Secretarial Audit Report for the Financial Year 2025-2026 under the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations is set out in Annexure 3. There are no qualifications or adverse remarks in their Report.

Deposits:

The Company has not accepted any deposit covered under Chapter V of the Act during the Financial Year 2025-2026.

Internal Financial Controls:

Adequate internal financial control system and checks are in place commensurate with the size of the Company and nature of its business.

The Company has appointed Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements.

Directors Responsibility Statement:

As required under the provisions of Section 134 of the Act, your Directors state that:

• in the preparation of the annual accounts, the applicable Accounting Standards have been followed alongwith proper explanations relating to material departures, if any;

• the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2026 and of the profits of the Company for the year ended on that date;

• the Directors 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;

• the Directors have prepared the annual accounts on a going concern basis;

• the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

Corporate Governance:

The Company is committed to good corporate governance practices. Report on Corporate Governance in accordance with Regulation 34 read with Schedule V of the Listing Regulations alongwith a certificate from M/s. Parikh & Associates, Practicing Company Secretaries, is given separately in this Annual Report. The requisite certificate for no disqualification of Directors received from M/s. Parikh & Associates, Practicing Company Secretaries, is attached to the Report on Corporate Governance.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review as stipulated under the Listing Regulations is given in a separate section of this Annual Report. For the sake of brevity, the items covered in this Report are not repeated in the Management Discussion and Analysis Report.

Particulars of Employees and related Disclosure:

Disclosure pertaining to remuneration as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 4.

Details of employees remuneration as required under provisions of Section 197 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any modifications thereof) shall be made available on request by any Shareholder.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, to the extent applicable to the Company, is annexed as Annexure 5.

Annual Evaluation by the Board of its own performance, its Committees and Individual Directors:

The Board of Directors of the Company have carried out evaluation of its own performance, its Committees and individual Directors. The result of the evaluation is satisfactory, adequate and meets with the requirements of the Company. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

Familiarisation Programme:

The Company has put in place a familiarisation programme for all its Directors including Independent Directors and the same is available on its website at https://vinylchemicals.com /pdf/policies/familiarisation-programme-01.pdf.

General:

During the year under review-

a) The Company has not issued Sweat Equity Shares and Equity Shares with Differential Voting Rights.

b) The Company does not have Employees Stock Option Scheme.

c) No Significant and Material Orders were passed by the Regulators against the Company.

d) The Company has complied with the provisions relating to formulation of Prevention of Sexual Harassment Policy and constitution of Internal Complaints Committee under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and no complaints were received by the Company during the Financial Year 2025-2026 under the said Act.

e) There have been no material changes and commitments affecting the financial position of the Company after the end of financial year till the date of this Report.

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

g) The Central Government has not specified maintenance of cost records under Section 148(1) of the Companies Act, 2013 for the Company.

h) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

i) There has been no change in the nature of business of the Company.

j) The provisions relating to Maternity Benefits, Act, 1961 are not applicable to the Company.

Appreciation:

The Directors wish to place on record their appreciation of the contribution made by the employees at all levels to the working of the Company. The Directors also wish to place on record their appreciation for the shareholders, customers and banks for their continued support.

	FOR AND ON BEHALF OF THE BOARD
Place : Mumbai	M.B. PAREKH
Date : 24th April, 2026	CHAIRMAN & MANAGING DIRECTOR
	DIN:00180955