Viram Suvarn Ltd Directors Report

Performance Highlights

During the inancial year 2025 26, the Company delivered an exceptional inancial performance, driven by effective inventory management, improved operational ef iciencies, and prudent cost control measures. Revenue from operations stood at Rs. 2,459.78 lakhs as against Rs. 2,648.20 lakhs in the previous inancial year. The Company also earned other income of Rs. 42.34 lakhs during the year. Consequently, total revenue amounted to Rs. 2,502.11 lakhs compared to Rs. 2,648.20 lakhs in FY 2024 25. Total expenses for the year were Rs. 1,508.87 lakhs, signi icantly lower than Rs. 2,197.61 lakhs in the previous year. The reduction in overall expenditure was primarily attributable to favourable inventory adjustments and ef icient management of operating costs. Purchase of stock-in-trade increased to Rs. 3,620.51 lakhs from Rs. 2,225.57 lakhs in the previous year, while changes in inventories resulted in a credit of 2,215.73 lakhs compared to a credit of 115.62 lakhs in FY 2024 25. After providing for current tax of 233.98 lakhs and deferred tax of 1.57 lakhs, the Company achieved a Pro it After Tax (PAT) of 757.70 lakhs, as compared to 340.89 lakhs in FY 2024 25, re lecting a robust growth of 122.3%. The Companys strong pro itability during the year demonstrates the effectiveness of its business strategy, operational discipline, and continued focus on maximizing shareholder value while maintaining sustainable growth.

Earnings Per Share (EPS)

The Basic and Diluted Earnings Per Share (EPS) for FY 2025 26 increased signi icantly compared to the previous year, in line with the substantial growth in net pro it. The detailed computation of EPS is provided in the notes forming part of the Financial Statements.

2. DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the inancial year under review.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, any dividend amount remaining unpaid or unclaimed for a period of seven years from the date it becomes due is required to be transferred to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. The Company shall transfer any such amount as and when it becomes due in compliance with the applicable provisions.

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Companies Act, 2013 and applicable accounting standards, the Board of Directors has resolved to retain the entire pro it for the inancial year 2025-26 in retained earnings. No appropriation has been made to any speci ic reserve during the year under review.

5. CHANGE IN THE NATURE OF BUSINESS

The Company has continued to operate in the same line of business during the inancial year under review. There has been no change in the nature of its business activities.

PERSONNEL

As of March 31, 2026, the Board consisted of six members: two Executive Directors and four Non-Executive Directors (including one non-independent woman Director and two Independent Directors). The composition of the Board and its Committees, tenure of Directors, and other related details form part of the Corporate Governance Report, which is annexed to and forms part of this Annual Report. Pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has identi ied the core skills, expertise, and competencies of the Directors considered necessary in the context of the Companys business, for effective functioning. The same is set out in detail in the Corporate Governance Report forming part of this Annual Report.

Changes in Directors and Key Managerial Personnel

During the inancial year under review, there was no change in the composition of the Board of Directors. However, subsequent to the close of the inancial year, the following changes took place:

Resignation of Director- Executive Director:

During the year under review, there was no change in the composition of the Board of Directors. However, subsequent to the close of the inancial year, Mr. Rajesh Shah (DIN: 07774203) tendered his resignation from the of ice of Executive Director, effective April 21, 2026. The Board places on record its appreciation for the valuable contribution made by Mr. Rajesh Shah during his tenure with the Company.

Re-appointment-Independent Director

Mr. Sanjay Chunilal Vibhakar (DIN: 09204789) was appointed as an Independent Director of the Company with effect from June 21, 2021, for a term of ive (5) consecutive years, which term is due to conclude. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has approved the re-appointment of Mr. Sanjay Chunilal Vibhakar as an Independent Director for a second term of ive (5) consecutive years, with effect up to June 20, 2031, subject to the approval of the Members.

Re-appointment retiring by rotation:

In accordance with the provisions of the Companies Act, 2013 and Article of Association of the Company, Mrs. Pinal Rakshitbhai Shah (DIN: 06799639) is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, has offered herself for reappointment. A resolution seeking approval of the members for her re-appointment along with the disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (‘SS-2) are given in the Notice of AGM, forming part of the Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the following individuals hold the position of Key Managerial Personnel (KMP) of the Company as on 31^st March, 2026:

Following changes in composition of Key Managerial Personnel.

*Change in Compliance of icer & Company Secretary

During the year under review, Mrs. Mukta Bhansali resigned from the position of Company Secretary and Compliance Of icer, with effect from October 3, 2025. The Board places on record its sincere appreciation for the services rendered by her during her tenure. Subsequently, Ms. Sonakshi Soni was appointed as Company Secretary and Compliance Of icer of the Company with effect from December 22, 2025.

*Re-appointment-Managing Director

The tenure of Mr. Mahendra Ramniklal Shah (DIN: 03144827) as Managing Director expires on August 10, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on July 20, 2026, approved the re-appointment of Mr. Mahendra Ramniklal Shah as Managing Director of the Company for a further period of ive (5) consecutive years, with effect from August 10, 2026 up to August 9, 2031, subject to the approval of the Members at the ensuing General Meeting. Save and except as stated above, there was no other change in the Key Managerial Personnel of the Company during the inancial year under review.

Declaration from Independent Directors

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, the Company has received declarations from all its Independent Directors con irming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, as required under Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have con irmed that they are not

Annual Report 2025-26

aware of any circumstance or situation which exists or is reasonably anticipated, that could impair or impact their ability to discharge their duties independently and objectively, without any external in luence. In the opinion of the Board, the Independent Directors of the Company possess the integrity, expertise, and experience required to effectively discharge their duties and responsibilities. The Board further af irms that all Independent Directors ful il the conditions speci ied under the Companies Act, 2013, applicable SEBI regulations, and are independent of the management.

7. NUMBER OF BOARD MEETINGS

To ensure sound governance and effective oversight, the Board of Directors met 11 (Eleven) times during the inancial year under Review. All meetings were held in compliance with the statutory gap of not more than 120 days between two Meetings, as required under applicable laws. Further disclosures on meeting dates and participation by Directors are included in the Corporate Governance Report attached to this Annual Report.

BOARD

The Board has constituted various Committees to facilitate focused oversight of key functions and to ensure effective governance in accordance with the provisions of the

Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Meetings of the Committees are generally scheduled on the same day as the Board meetings or as and when deemed necessary. The composition of the Committees, terms of reference, number of meetings held during the year under review, and attendance of the Members are disclosed in detail in the Corporate Governance Report, which forms an integral part of this Annual Report for the inancial year 2025-26.

As on March 31, 2026 the Board has constituted the following statutory Committees: a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationship Committee d) Sexual Harassment Committee All recommendations made by the Audit Committee during the inancial year were accepted by the Board without any modi ications.

9. INDEPENDENT DIRECTORS MEETING

A separate meeting of the Independent Directors of the Company was held on 24^th February, 2026 in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting was conducted without the presence of Non-Independent Directors, members of the management. During the meeting, the Independent Directors reviewed the performance of the Board as a whole, its Committees and the Non-Independent Directors. They also evaluated the performance of the Chairperson, in his absence, based on the views and feedback received from the Executive and Non-Executive Directors. Further, the Independent Directors assessed the adequacy, timeliness, and quality of the low of information between the management and the Board, which is essential for effective decision-making and governance.

10. FAMILIARISATION PROGRAMME FOR DIRECTORS

In accordance with the provisions of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013, the Company has implemented a structured Familiarisation Programme for its Directors, including Independent Directors. The programme is designed to provide comprehensive insights into the Companys operations, business model, industry landscape, regulatory environment and the roles and responsibilities of Directors. It aims to facilitate active and informed participation in Board discussions and decision-making processes. The Familiarisation Programme includes:

Induction sessions for newly appointed Directors covering key aspects of the Company such as business operations, group structure, Board constitution and governance framework.

Regular updates during Board and Committee meetings on important developments including changes in the regulatory landscape, macroeconomic trends, corporate governance practices and risk management initiatives. Access to key documents and policies, including the Code of Conduct, internal governance policies, and statutory guidelines to ensure clarity on the duties and responsibilities of Directors.

The Company believes that regular familiarisation and ongoing engagement enable Directors to effectively discharge their responsibilities and contribute towards the Companys long-term success and stakeholder value creation. Details of the Familiarisation Programme for Independent Directors are available on the Companys website under the ‘Investor section at Codes, Policies & Others. In the opinion of the Board, the Independent Directors of the Company possess the necessary integrity, expertise, and experience relevant to the business and industry in which the Company operates.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out the annual evaluation of its own performance, that of its committees and individual Directors, including the Chairperson. The evaluation process was conducted through a structured framework, taking into account various aspects such as the composition and structure of the Board and its Committees, effectiveness of the Board processes, the level of engagement and participation of Directors, quality and timeliness of information shared with the Board, and overall governance practices. Inputs were obtained from all Directors through individual feedback and one-on-one interactions. The Chairperson of the Board held separate discussions with the Independent Directors, while the Chairperson of the Nomination and Remuneration Committee engaged individually with Executive and Non-Executive, Non-Independent Directors to gather insights on Board dynamics and functioning. The Independent Directors also convened separately to evaluate the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson, in his absence, based on feedback received from other Directors. Further, the performance of individual Directors was reviewed by the Board and the Nomination and Remuneration Committee based on de ined parameters, including preparedness for meetings, meaningful participation, independent judgment, and overall contribution to Board and Committee deliberations. The evaluation results and recommendations were deliberated upon at the meetings of the Independent Directors, the Nomination and Remuneration Committee, and the Board all held on 24^th February, 2026. The Board noted a high level of commitment and effectiveness in its functioning and that of its Committees and Directors. Constructive suggestions emerging from the process were considered for enhancing the overall effectiveness of the Board and its governance framework. A detailed note on the performance evaluation process is provided in the Corporate Governance Report forming part of this Annual Report.

12. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has established appropriate systems and procedures to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Board af irms that these systems are adequate and have been operating effectively during the inancial year under review.

13. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND DISCHARGE OF DUTIES

The Nomination and Remuneration Committee (NRC) of the Company is responsible for identifying and recommending individuals suitable for appointment to the Board, in alignment with the Companys strategic objectives and the need to enhance the overall effectiveness and diversity of the Board. The Company maintains a well-balanced composition of the Board, comprising Executive and Non-Executive Independent Directors, thereby ensuring independence and a clear separation between oversight and management functions. As on March 31, 2026, the Board consists of Six Directors, including two Executive Directors and Four Non-Executive Directors which consists of Two Independent Directors. The Nomination Policy, framed in accordance with Section 178(3) of the Companies Act, 2013, outlines the criteria for appointment, including quali ications, positive attributes, and independence of Directors. The policy ensures that the Board comprises individuals with integrity, experience, and the necessary skills to provide effective leadership and sound governance. Based on the recommendations of the NRC, the Board has adopted a Remuneration Policy applicable to Directors, Key Managerial Personnel (KMPs), and Senior Management. The policy aims to:

Provide a level and composition of remuneration that is competitive, reasonable, and suf icient to attract and retain competent individuals;

Establish a clear relationship between remuneration and performance, aligned with appropriate benchmarks; Maintain a suitable balance between ixed and variable pay, re lecting short-, medium- , and long-term performance objectives in line with the Companys goals. The Company af irms that the remuneration paid during the year to its Directors, KMPs, and other employees is in accordance with the provisions of the approved Remuneration Policy. The detailed Nomination and Remuneration Policy can be accessed under the “Codes, Policies & Others” section in the “Investor” tab on the Companys website at: www.viramsuvarnlimited.com.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, con irm that: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) They 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 at the end of the inancial year and of the pro it and loss of the Company for that period; (c) They have taken proper and suf icient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The annual Financial Statements have been prepared on a going concern basis; (e) They have laid down internal inancial controls to be followed by your Company and that such internal inancial controls are adequate and operating effectively; and (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.

15. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has obtained declarations from all its Directors in the prescribed Form DIR-8, con irming that none of them are disquali ied to act as Directors under Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of the Companies (Appointment and Quali ication of Directors) Rules, 2014. The Board hereby con irms that, based on these declarations, none of the Directors are disquali ied from holding their of ice as per the applicable provisions of the Act.

16. INTERNAL FINANCIAL CONTROLS

The Board of Directors af irms that the Company has laid down internal inancial controls in accordance with the provisions of Section 134(5)(e) of the Companies Act, 2013. These controls are adequate and commensurate with the size, nature, and complexity of the Companys operations. The Company has implemented a well-de ined organizational structure and robust internal control systems to ensure the orderly and ef icient conduct of its business, adherence to applicable laws and regulations, safeguarding of assets, prevention and detection of frauds and errors and the accuracy and completeness of accounting records and inancial reporting. The internal inancial controls are regularly reviewed and strengthened as necessary and are supplemented by periodic internal audits. These audits provide assurance on the effectiveness of internal controls and help ensure that the inancial reporting process is reliable and compliant with applicable standards. The Board believes that these systems are operating effectively and provide a sound framework for inancial management and governance.

17. CORPORATE GOVERNANCE

Your Companys philosophy on Corporate Governance is founded on principles of transparency, integrity, fairness, accountability and adherence to ethical business practices. The Company is committed to maintaining the highest standards of governance with the objective of delivering long-term sustainable value to shareholders and fostering trust among all stakeholders. In pursuit of professional excellence and responsible corporate conduct, your Company ensures full compliance with applicable Corporate Governance norms and has institutionalized practices that promote effective oversight, prudent management and optimal utilization of resources. The Company believes that robust governance not only enhances stakeholder con idence but also supports the growth and sustainability of the enterprise. A detailed report on Corporate Governance forms part of this Annual Report and includes a certi icate from the Practicing Company Secretary con irming compliance with the Corporate Governance requirements as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, a certi icate from the Chief Executive Of icer and Chief Financial Of icer, af irming the accuracy of the inancial statements and cash low statements, adequacy of internal controls, and proper disclosure to the Audit Committee, is also included.

18. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return of the Company as on March 31, 2026, prepared in accordance with Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, has been made available on the

Companys website. It can be accessed here or by visiting the ‘Investors section at www.viramsuvarnlimited.com.

19. AUDITORS

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. Shah Karia & Associates (ICAI Firm Registration No. 131546W), Chartered Accountant, were appointed as the Statutory Auditors of the Company for a irst term of ive consecutive inancial years commencing from FY 2025 2026 to FY 2029 2030 at the 14th Annual General Meeting of the company held on 30^th September, 2025. However, after the closure of inancial year M/s. Shah Karia & Associates has tendered their resignation from the position of Statutory Auditor and M /S P H Shah and Co. [FRN:0115464W] has been appointed as Statutory Auditor for a period of 5 years commencing from 2026-27 to 2030-31 in the Board Meeting held on 03^rd September, 2026 and the same is subject to approval of Members. M /S P H Shah and Co. [FRN:0115464W] have con irmed that they meet the eligibility criteria and are not disquali ied under the provisions of the Companies Act, 2013 for appointment as Statutory Auditors of the Company

Statutory Auditors Report

The Board of Directors is pleased to report that the Statutory Auditors have issued an unmodi ied opinion on the Standalone Financial Statements of the Company for the inancial year ended 31st March, 2026. The Auditors Report does not contain any quali ications, reservations, adverse remarks, or disclaimers. Further, the Notes to the Financial Statements, as referred to in the Auditors Report, are self-explanatory and do not call for any additional clari ication under Section 134(3)(f) of the Companies Act, 2013.

SECRETARIAL AUDITORS AND REPORTS: In accordance with the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company appointed M/s Neelam Somani & Associates, Practicing Company Secretaries, as the Secretarial Auditor for a irst term of ive consecutive inancial years, commencing from the Financial Year 2025 26 to 2029 30, at the 14^th Annual General Meeting of the Company held on 30^th September, 2025. However, after the closure of inancial year, M/s. Neelam Somani & Associates has tendered her resignation due to personal reason. The Company has appointed M/s. SS Lunkad and Associates as Secretarial Auditor of the Company for a period of 5 Years commencing from FY 2026-27 to 2030-31. M/s. SS Lunkad and Associates has provided its consent to act as the Secretarial Auditors and has con irmed that, if appointed, their engagement would be within the limits prescribed under the Companies Act, 2013, the rules framed thereunder, and the Listing Regulations. They have also con irmed that they are not disquali ied from being appointed as Secretarial Auditors under the applicable provisions of the Companies Act, 2013, the relevant rules, and the Listing Regulations. Secretarial Audit Report In accordance with the provisions of the Section 204 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit was carried out by M/s Neelam Somani & Associates, Company Secretary in Practice for the inancial year 2025-26. The report of Secretarial Auditor for

the inancial year 2025-26 is annexed herewith marked as Annexure A to this Report. The Report contains following observations: 1. As per the BSE Announcement made on BSE Portal dated 02.12.205 the compliance of icer of the company has granted pre clearance approval of the Veeram Vendor Private Limited (Promoter/Promoter group) member for a proposed purchase of 7,50 ,000 equity shares of the company. As per the observation, there was no compliance of icer in the company at the time of approval.

Boards Comments on the Auditors Observations:

1. The Company clari ied that this was a typing mistake made while iling the intimation with BSE, the word "Compliance Of icer" was wrongly typed by mistake. There was no intention to mislead, and the Company has taken note of this error to avoid it happening again.

COST AUDIT

During the year under review, the provisions relating to the maintenance of cost records and appointment of Cost Auditors under Section 148 of the Companies Act, 2013 were not applicable to the Company, as the Companys business activities are not covered under the speci ied sectors requiring such compliance.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, appointed Mr. Yogesh Makwana as the Internal Auditor of the Company for the inancial years 2026-27 and 2027-28.

REPORTING OF FRAUDS BY AUDITORS

In terms of Section 143(12) of the Companies Act, 2013, during the inancial year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported any instances of fraud committed by the Companys of icers or employees to the Audit Committee. Accordingly, no disclosure is required under Section 134(3) (ca) of the Companies Act, 2013.

20. RELATED PARTY TRANSACTIONS

During the inancial year 2025-26, all related party transactions entered into by the Company were in the ordinary course of business and on an arms length basis, in accordance with the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). These transactions were reviewed and approved by the Audit Committee, in line with the statutory requirements and the Companys governance framework. The Audit Committee ensure that all related party transactions are conducted in a fair and transparent manner, safeguarding the interests of the Company and its stakeholders. There were no materially signi icant related party transactions with Promoters, Directors, Key Managerial Personnel or their relatives, or any other related parties, that may have a potential con lict with the interest of the Company at large. However, in compliance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of related party transactions are disclosed in

Form AOC-2, annexed as “Annexure B” to this Report. Further, as required under Regulation 23(9) of the SEBI Listing Regulations, the Company has submitted half-yearly disclosures of related party transactions to the stock exchanges. The

Companys Policy on Related Party Transactions is available on its website under the Investor Relations section Codes, Policies and others.

21. DEPOSITS

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

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company did not have any subsidiaries, joint ventures or associate companies during the inancial year under review. Accordingly, the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding the preparation of consolidated inancial statements and statement in Form AOC-1 do not apply.

23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In accordance with Section 135 of the Companies Act, 2013 and Rule 9 of the Companies (Accounts) Rules, 2014, the provisions relating to Corporate Social Responsibility (CSR) are not applicable to the Company for the inancial year 2025-26. Consequently, there is no requirement to disclose any CSR activities for the year under review. The Company shall comply with the applicable CSR provisions and disclose relevant information as and when the same become applicable.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In compliance with the provisions of Section 186 of the Companies Act, 2013, the Company hereby con irms that during the inancial year 2025-26, it has not granted any loans or provided any guarantees. Further, the Companys investments made during the year are disclosed in Note 3 forming part of the inancial statements.

25. PARTICULARS REGARDING EMPLOYEES

Pursuant to 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, the statement containing the required disclosures, including the ratio of the remuneration of each Director to the median remuneration of the employees and other applicable details, is annexed as “Annexure D” to this Report.

26. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Pursuant to the disclosures required under applicable laws, it is con irmed that during the year under review, no signi icant and material orders have been passed by any regulatory authority, tribunal or court which could potentially affect the Companys going concern status or future business activities.

27.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the requirements of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the relevant details pertaining to conservation of energy, technology absorption, foreign exchange earnings, and outgo are annexed to this report as “Annexure C”.

28. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy is aimed at fostering a safe, respectful and inclusive work environment that is free from any form of sexual harassment. It applies to all employees, contract workers and individuals engaged with the Company. The Policy outlines a structured framework for reporting, investigating and redressing complaints. An Internal Complaints Committee (ICC) has been duly constituted to investigate and address complaints of sexual harassment, as per statutory requirements. The Company maintains a zero-tolerance approach toward sexual harassment at the workplace. The ICC also undertakes regular awareness and sensitization initiatives, including training programs, to educate employees about their rights and obligations under the POSH framework. During the inancial year 2025-26, no complaints of sexual harassment were reported or received.

29. VIGIL MECHANISM

The Company has established a robust Vigil Mechanism, also known as the Whistle Blower Policy, in compliance with Section 177 of the Companies Act, 2013, Regulation 22 of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws. This mechanism provides a secure and con idential channel for Directors, employees, vendors and other stakeholders to report genuine concerns regarding unethical conduct, fraud, or any violation of the Companys Code of Conduct, including leakage of unpublished price sensitive information. The policy strictly prohibits any form of retaliation or victimization against individuals who report concerns in good faith and ensures their protection. Whistleblowers have the right to direct access to the Chairperson of the Audit Committee when necessary. During the inancial year 2025-26, the Company did not receive any complaints under the Vigil Mechanism. The Audit Committee periodically reviews the effectiveness and functioning of this mechanism. The Vigil Mechanism / Whistle Blower Policy is available on the Companys i.e. www.viramsuvarnlimited.com .

30. RISK EVALUATION AND MANAGEMENT

The Company recognizes that risk is an inherent part of any business and is committed to managing it proactively and effectively. A structured and systematic risk management framework is in place to identify, assess, monitor and mitigate risks that could potentially impact the Companys objectives. Risks arising from both internal and external environments are periodically assessed. Appropriate risk treatment plans are developed and integrated into the Companys strategic, business and operational planning processes. The objective is to ensure that the likelihood and impact of identi ied risks are maintained within acceptable levels as de ined in consultation with the Board of Directors from time to time. The Companys Risk Management Policy, formulated in alignment with its business strategy, lays down comprehensive procedures for risk identi ication, evaluation, review, and reporting. This policy enables the organization to maintain a balanced approach toward risk-taking and risk mitigation. Key business risks and their potential impact on the Companys performance are detailed in the Management Discussion and Analysis Report, forming part of this Annual Report. As the Company does not fall within the top 1000 listed entities based on market capitalization at the end of the previous inancial year, the requirement for constitution of a Risk Management Committee under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report form an integral part of this Boards Report. It provides detailed insights into the Companys operational performance, industry structure, business outlook, opportunities and threats, internal control systems, and future strategies. The Management Discussion and Analysis Report for the inancial year ended March 31, 2026 is annexed to this Report as

“Annexure E”.

32. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

During the year under review, the Company has neither made any application nor is any proceeding pending against it under the Insolvency and Bankruptcy Code, 2016.

33. DISCLOSURE ON VALUATION UNDER ONE-TIME SETTLEMENT:

The Company has not entered into any onetime settlement with banks or inancial institutions during the year under review. Hence, the disclosure regarding the difference in valuation at the time of such settlement and at the time of availing the loan is not applicable.

34. CHANGE IN CAPITAL SRUCTURE OF THE COMPANY

During the inancial year 2025 26, the Company raised funds through a Rights Issue. Consequently, the paid-up share capital of the Company increased to Rs.22,69,22,556/-. However, there was no change in the authorised share capital of the Company during the year under review.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1,000 listed companies based on market capitalization at the end of the preceding inancial year are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report. As the Company does not fall within the ambit of the top 1,000 listed entities as per the said regulation, the requirement to furnish a BRSR is not applicable for the inancial year under review.

36. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

During the FY2025-26, the Company has complied with all the applicable provisions relating to the Maternity Bene it Act, 196

37. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY During the inancial year under review, the Company successfully completed a Rights Issue of 3,78,20,426 equity shares. Pursuant to the completion of the issue, the equity shares were allotted on 24^th February, 2026. The Draft Letter of Offer, along with the material terms and conditions of the Rights Issue, was approved by the designated stock exchange vide its letter dated 20^th September, 2025. Consequently, the paid-up share capital of the Company increased to 22,69,22,556/-. Except for the aforesaid Rights Issue and the consequent increase in the paid-up share capital, no other material changes or commitments affecting the inancial position of the Company occurred between the end of the inancial year and the date of this Report.

38. POLICIES

The Company remains committed to upholding strong corporate governance and regulatory compliance. During the inancial year under review, the Board of Directors reviewed and updated all applicable policies to align with recent amendments under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These updates were made to ensure that the Companys internal frameworks remain current, effective and re lective of evolving statutory requirements and best industry practices. The updated policies can be accessed under the “Codes, Policies & Others” section in the “Investor” tab on the Companys website at www.viramsuvarnlimited.com

39. CODE OF CONDUCT

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company (“Code of

Conduct”), who have af irmed the compliance thereto. The Code of Conduct is available on the website of your Company.

40. ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation for the continued support, con idence, and trust extended by the shareholders, customers, suppliers, business associates, inancial institutions, and banks. The Board also acknowledges the consistent guidance and cooperation received from regulatory authorities, including the Ministry of Corporate Affairs, SEBI, stock exchanges and other statutory bodies. We place on record our deep appreciation for the dedication, commitment, and efforts of the Companys employees at all levels, who have contributed to the Companys sustained performance during the year.

For and on behalf of the Board of Directors Viram Suvarn Limited

(Formerly Known as Veeram Securities Limited)