Visaman Global Sales Ltd Directors Report

To,

The Members,

Your Board of Directors have pleasure in presenting the 6th Annual Report of the Company together with the Audited Financial Accounts for the year ended 31 st March, 2025.

1. FINANCIAL HIGHLIGHTS

Particulars	2024-2025	2023-2024
Revenue from operations	26,563.26	30,792.77
Add: Other Income	108.56	4.02
Total Income	26,671.82	30,796.79
Less: Total Expenditure (Excluding Depreciation & Amortization Expense & Finance Cost)	25853.21	30,034.53
Profit/(Loss) before Depreciation & Amortization Expense and Finance Cost	818.61	762.27
Less: Finance cost	522.61	550.72
Less: Depreciation & Amortization Expense	47.55	39.03
Profit /(Loss} before tax	248.45	172.52
Less: Provision for tax:
Current Tax	58.29	45.89
Prior Period Taxes	4.58	-
Deferred Tax Assets /Liabilities	(28.63)	(4.69)
Profit/(Lossl after tax	214.21	131.32
EARNING PER SHARE (BASIC & DILUTED)	1.66	1.30

2. REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS

During the financial year 2024-2025, the overall revenue of the Company decreased by 13.75% YoY. The Company cloaked a profit after tax of Rs. 214.21 Lakhs in comparison to previous year profit of Rs. 131.32 Lakhs, a rise of 63.13%. The overall profitability of the company during the year grew even after a dip in turnover. The management of the company is optimistic about the future performance and projects growth in overall turnover and profitability. The management has detailed the future prospects and economic outlook in Management Discussion and Analysis further.

3. STATE OF THE COMPANYS AFFAIRS

The Company is working in single segment, During the year company has generated revenue from the Trading Segment includes trading of ERW Mild Steel (Ms), Galvanised (Gi), Pre Galvanised (p) & CRC Square, Rectangle & Round Hollow Tubes, Boiler Tube, Spiral Pipe, TMT, Hot Rolled (Hr) Plate, CRC Coils & Sheets, Colour Coated Coils & Sheets, Pre-Galvanised (GP) Coils & Sheets, total structural steel solutions during the year there was no change in the business activity of the Company. -During the year 2024-25, the Company has become listed entity w.e.f 1st July, 2024 and got listed on NSE SME Emerge Platform and other then this there has been no change in the status of the Company

- During the year 2024-25, there has been no change in financial year of the Company. -During the year 2024-25, there has been no event having material impact on the Companys affairs, except as stated above that Companys shares got listed on NSE SME Platform.

4. OVERVIEW OF THE INDUSTRY AND OUTLOOK

The aforesaid details are given in the Management Discussion and Analysis Report attached herewith the report.

5. DIVIDEND

The Board of Directors with a view of ploughing back of Profit do not recommend any dividend.

6. CAPITAL STRUCTURE OF THE COMPANY

Authorized Share Capital as on 31 st March, 2025 is Rs. 15,00,00,000/- (Rupees Fifteen Crores) consisting of 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs. 10/- each.

Issued, Subscribed and Paid-Up Share Capital of the Company as on 31 st March, 2025 is Rs. 13,81, 19,990/- consisting of 1,38, 11,999 Equity Shares of Rs. 10/- each.

During the financial year the Company made an Initial Public Offer of 37,32,000 Equity shares of Rs. 10/- each at a premium of Rs. 33/- per shares aggregating to Rs. 1604.7 6 Lacs which was fully subscribed by the public.

Further after the closure of financial year, Board at its meeting held on July 16, 2025 proposed for the following subject to approval of the Members of the Company at an Extra-Ordinary General Meeting to be held on 14th August, 2025:

1) Increase in Authorised Share Capital of the Company from the existing Authorised Share Capital of Rs. 15,00,00,000/- (Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) to Rs. 30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000 (Three Crore) Equity Shares of Rs. 10/- (Rupees Ten) each and consequential Alteration in the Capital Clause of Memorandum of Association, subject to the approval of shareholders.

2) To create, issue, offer and allot, from time to time, in one or more tranches, up to 55,7 4,100 Equity Shares having face value of Rs. 10/- at a price of Rs. 60 per share including a premium of Rs. 50 per share, aggregating up to Rs. 33,44,46,000 for cash consideration to certain identified non-promoter persons/entities by way of preferential issue in accordance with the provisions of Section 42 and Section 62(1) (c) of the Companies Act, 2013, as amended ("Act") read with Companies (Prospectus and Allotment of Securities) Rules, 2014, and Companies (Share Capital and Debentures) Rules, 2014 as amended ("Rules"), Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing

Regulations") and such other acts / rules / regulations as may be applicable and subject to necessary approval of the members of the Company and other regulatory authorities, as maybe applicable ("Preferential Issue of Equity Shares").

3) To create, issue, offer and allot from time to time, in one or more tranches, up to 42,00,000 equity warrants i.e. fully convertible warrants ("Warrants"), each convertible into or exchangeable, within a maximum period of 18 months from the date of allotment of warrants into equivalent number of fully paid-up equity shares of the Company of face value of Rs. 10/- (Rupee Ten) each at a price of Rs. 60 (Rupees Sixty), aggregating up to Rs. 25,20,00,000 (Rupees Twenty Five Crore Twenty Lakh Only) for cash consideration to certain identified promoters, members and/or entities of promoter group by way of preferential issue in accordance with the provisions of Section 42 and Section 62(1 )(c) of the Companies Act, 2013, as amended ("Act") read with Companies (Prospectus and Allotment of Securities) Rules, 2014, and Companies (Share Capital and Debentures) Rules, 2014 as amended ("Rules"), Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI Listing Regulations, 2015 and such other acts/ rules/ regulations as may be applicable and subject to necessary approval of the members of the Company and other regulatory authorities, as maybe applicable ("Preferential Issue of Warrants"). Upon issue of Warrants in accordance herewith, an amount equivalent to Rs. 15 per equity warrants aggregating to Rs. 6,30,00,000 i.e. 25% of the issue price size shall be called upfront from the proposed allottees.

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

The Company has not extended any loan or made any investment during the financial year. Further, during the financial year, Company has extended corporate guarantee as details below:

Sr No.	Name of the Company	Amount of Guarantee given (Rs. In Crores)	Date of passing Special Resolution
	Visaman Steel Pipe Private Limited (Previously known as VISAMAN SALES PRIVATE LIMITED) Corporate guarantee is given by way of mortgage of property of the Company in favor of Bank of India for credit facilities availed by Visaman Steel Pipe Private Limited (Previously known as VISAMAN SALES PRIVATE LIMITED)	12.00	Guarantee is given with the approval of the Members of the Company under section 185 of the Companies Act, 2013 at their extra- ordinary general meeting held on 09/05/2024. Guarantee given is within the limit of section 186 approved by the Members of the Company at their extra-ordinary general meeting held on 29th June, 2023. The Members has approved limit under section 186 of the Companies Act, 2013 upto Rs. 200.00 Crores.

Further already existing guarantees given in earlier years are as under in compliance to provision of section 186 and section 185 of the Companies Act, 2013:

Sr. No. Name of the Company	Amount of Guarantee given (Rs. In Crores)	Date of passing Special Resolution
1 Visaman Infra Projects Private Limited- Group Company -Guarantee given without any property in for Credit facilities availed from Axis Bank Ltd.	24.36	25-08-2023 Special Resolution passed under section 185 and 186 of the Companies Act, 2013
2 Visaman Infra Projects Private Limited- Group Company - Guarantee given without any property in for Credit facilities availed from HDFC Bank Limited	37.30	27-12-2023 Special Resolution passed under section 185 of the Companies Act, 2013

8. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the General Reserves for the year ended on 31st March, 2025.

9. HOLDING/SUBSIDIARY /ASSOCIATE COMPANY

The Company has no Holding, Subsidiary or Associate Company and as such all disclosure pertaining to Consolidation of Accounts and AOC-I is not applicable for the Company.

10. DEPOSITS

Company has not accepted any deposit and as such no amount of deposit whether Principal or interest thereon was Outstanding as of the Balance Sheet. Company has availed unsecured loan from director and as on 31st March, 2025 outstanding balance of Loan from director is of Rs. 30.56 Lacs.

11. CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Particulars of contracts or arrangements with related parties is carried out at arms length basis and the details of the same is given in Form AOC-2 enclosed as Annexure-A and Related party Transactions as per Companies Act, 2013 and as per Accounting Standard are given in Note No. 2.27 - forming part of the financial statements and forms part of this Annual Report.

Pursuant to the SEBI Listing Regulations, the resolution seeking approval of the Members for carrying out material related party transactions during the financial year 2025-26 forms part of the Notice for the ensuing AGM.

12. MAJOR EVENTS & CHANGE IN NATURE OF BUSINESS OF THE COMPANY

As stated in the report of Previous Year and as mentioned in capital structure, the Company has made an Initial Public Offer during the financial year and Company got listed on National Stock Exchange Emerge Platform (NSE Emerge) on 1st July, 2024 being a major change in status of the Company.

Further, during the year 2024-25, there has been no change in nature of business of the Company.

13. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

After closure of financial year, as stated above in the matter related to capital structure, following changes occurred between the end of financial year and the date of the Report which is subject to approval of the Members of the Company at an extra Ordinary General Meeting to be held on 14th August, 2025, other than that no material changes and commitment occurred:

1) Issue in one or more tranches, up to 55,7 4,100 Equity Shares having face value of Rs. 10/- at a price of Rs. 60 per share including a premium of Rs. 50 per share, aggregating up to Rs. 33,44,46,000 for cash consideration to certain identified non-promoter persons/entities by way of preferential issue in accordance with the provisions of Section 42 and Section 62(1) (c) of the Companies Act, 2013.

2) Issue in one or more tranches, up to 42,00,000 equity warrants i.e. fully convertible warrants ("Warrants"), each convertible into or exchangeable, within a maximum period of 18 months from the date of allotment of warrants into equivalent number of fully paid-up equity shares of the Company of face value of Rs. 10/- (Rupee Ten) each at a price of Rs. 60 (Rupees Sixty), aggregating up to Rs. 25,20,00,000 (Rupees Twenty-Five Crore Twenty Lakh Only) for cash consideration to certain identified promoters, members and/or entities of promoter group by way of preferential issue in accordance with the provisions of Section 42 and Section 62(1 )(c) of the Companies Act, 2013

14. INTERNAL FINANCIAL CONTROLS

"Internal financial controls" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has in place adequate interna I financial controls with reference to financial statements. During the year no reportable material weakness in the design or operation was observed.

The Report on Internal Financial Control over Financial reporting is given by Statutory Auditor as Annexure B to the Independent Auditors Report and forms part of this Annual Report.

15. SEGMENT REPORTING

The Company operates in a single segment of trading of ERW Mild Steel (Ms), Galvanised (Gi), Pre Galvanised (p) & CRC - Square, Rectangle & Round Hollow Tubes, Boiler Tube, Spiral Pipe, TMT, Hot Rolled (Hr) Plate, Crc Coils & Sheets, Colour Coated Coils & Sheets, Pre Galvanised (GP) Coils & Sheets, total structural steel solutions and hence segment reporting is not applicable.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013

The Company has framed a policy on Prevention of Sexual Harassment of women at workplace and your Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various policies and practices. Further a proper Internal Complaints Committee is also framed by the Company and the committee has not received any complaint or incident regarding the Sexual Harassment of women at workplace during the financial year 2024-2025 and details given as below:

- Number of Sexual Harassment Complaints received: NIL

- Number of Sexual Harassment Complaints disposed off: NIL

- Number of Sexual Harassment Complaints beyond 90 days: NIL Further, the company has complied with Maternity Benefit Act.

Number of employees as on the closure of financial year ended on 31 st March, 2025:

Total 8 Female Employees and total 20 Male employees were employed as on the closure of financial year ended on 31 st March, 2025.

17. PARTICULARS OF EMPLOYEES

The Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in as Annexure B to Boards report.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis report for the year under review, as stipulated under Regulation 34(2) of SEBI (LODR) Regulations, 2015 forms part of this Annual Report.

19. NON-APPLICABILITY OF PROVISIONS UNDER SEBI {LODR) REGULATIONS. 2015

The Company is listed on NSE SME Emerge platform therefore compliance with corporate governance provisions as specified in regulations 17, 1 7 A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 shall not apply. Hence, Corporate Governance Report and other details required to be given as per aforesaid Regulations are not presented. However, Company will work by considering the base of Corporate Governance.

20. INVESTOR EDUCATION & PROTECTION FUND

Company was neither required to transfer any shares nor any amount to Investor Education and Protection Fund (IEPF).

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2024-2025, Mr. Mitul Sureshchandra Vasa (DIN: 07789750) offered himself for reappointment at 05th Annual General Meeting of the Members of the Company held on 27th September, 2024 as per Section 152(6) of the Act and was reappointed.

Further, Mr. Brijesh Narendrabhai Kular (DIN: 09648254) retires at the ensuing Annual General Meeting pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible offer himself for re-appointment.

During the financial year 2024-2025 no other changes were done in the Board of Directors or Key Managerial Personnel of the Company.

Further, the term of Mr. Mitul Sureshchandra Vasa (DIN: 07789750) is about to expire on 29th December, 2025 and accordingly Board at its meeting held on 11 th August, 2025, has reappointed Mr. Mitul Sureshchandra Vasa (DIN: 07789750) as a Managing Director of the Company for a further term of five (5) years w.e.f 30th December, 2025 at same terms of remuneration i.e. remuneration, inclusive of all salary, perquisites, incentives, commission and allowances, which together shall not, in any financial year, exceed Rs. 60,00,000/- p.a (i.e. approximate Rs. 5,00,000/- per month) and may be paid monthly or annually w.e.f from the date of re-appointment for a period of 3 years, which shall be subject to approval of the Members of the Company at ensuing Annual General Meeting. The detailed resolution for the same forms part of notice convening 06th Annual General Meeting.

In furtherance, the first term of five (5) years of Mr. Bharat Maganlal Thumar (DIN: 08957139) and Mr. Paras Fulabhai Shingala (DIN: 03518750) as an Independent Director of the Company is about to expire at ensuing Annual General Meeting, accordingly board recommends before the Members at ensuing 06th Annual General Meeting for their reappointment as an Independent Director for a second term of five (5) years, on the basis of recommendation of Nomination and Remuneration Committee based on the evaluation of the Performance. The detailed resolutions for the same forms part of notice convening 06th Annual General Meeting.

Brief profile of aforesaid Directors seeking re-appointment at ensuing 06th Annual General Meeting forms part of the annual report.

The Composition of Board of Directors as on 31 st March, 2025 is as follows and none of the directors of the Company are disqualified to continue to act as Director of the company:

Changes in KMP: During the year under review there has been no change Key Managerial Personnel (KMP) of the Company. Following are the KMP of the Company as on 31 st March, 2025:

Sr. No. Name of Key Managerial Personnel (KMP)	Designation
1 Mr. Mitulkumar Sureshchandra Vasa	Managing Director DIN: 07789750
2 Mr. Brijesh Narendrabhai Kular	Whole-Time Director and CFO
3 Ms. Ankita Anil Jain (Mrs. Ankita H. Rawal)	Company Secretary

Independent Directors: As stated, aforesaid, as on 31st March, 2025, Mr. Bharat Maganlal Thumar (DIN: 08957139), Mr. Paras Fulabhai Shingala (DIN: 03518750) and Mr. Abhishek Ranjitbhai Rathod (DIN: 10519845) are the Independent Directors of the Company.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank. Mr. Bharat Maganlal Thumar (DIN: 08957139) Mr. Paras Fulabhai Shingala (DIN: 03518750) and Mr. Abhishek Ranjitbhai Rathod (DIN: 10519845) are not exempted for the online proficiency self-assessment test and they all have undergone and cleared for the online proficiency self-assessment test.

22. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and as per Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") at the first meeting of the Board of financial year. In Furtherance, Company has also received confirmation that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, non-executive director and Independent Directors of the Company had no pecuniary relationship or transactions with the Company.

23. NUMBER OF MEETINGS OF THE BOARD AND GENERAL MEETING AND ATTENDENCE AND OTHER RELATED DETAILS

During the financial year 2024-25, 10 Board Meetings were held. The interval between any two Board Meetings was well within the maximum allowed gap of 120 days. The Board met on 04/04/2024, 05/04/2024, 08/04/2024, 04/05/2024, 18/06/2024, 27/06/2024, 20/07/2024, 14/08/2024, 14/11/2024, 18/02/2025.

Further, as per Schedule IV of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Directors shall hold at least one meeting in a financial year without the presence of Non-Independent Directors and Management representatives.

During the financial year 2024-25, the Independent Directors met on 20th March, 2025.

The Independent Directors inter alia discuss the issues arising out of the Committee Meetings and Board discussions including reviewing the performance of Non-Independent Directors and Board as a whole; performance of Chairperson; quality, quantity and timely flow of information between the Company Management.

Details pertaining to Presence of Board Meetings are presented below:

Sr. No	Name of Directors Designation as on 31-03-2025	Mr. Mitulkumar Sureschandra Vasa Chairman and Managing Director	Mr. Brijesh Narendrabhai Kular	Mrs. Avni Mitulbhai Vasa	Mr. Bharat Maganlal Thurner	Mr. Paras Fulabhai Shingala	Mr. Abhishek Ranjitbhai Rathod
			Whole-Time Director and CFO	Non-Executive Non- Independent Women Director	Non-Executive Independent Director	Non-Executive Independent Director	Non-Executive Independent Director
	Dates of Board Meeting
1	04/04/2024	y	y	y	y	y	y
2	05/04/2024	y	y	y	y	y	y
3	08/04/2024	y	y	y	y	y	y
4	04/05/2024	y	y	y	y	y	y
5	18/06/2024	y	y	y	y	y	y
6	27/06/2024	y	y	y	y	y	y
7	20/07/2024	y	y	y	y	y	y
8	14/08/2024	y	y	y	y	y	y
9	14/11/2024	y	y	y	y	y	y
10	18/02/2025	y	y	y	y	y	y

 

Sr. No.	Date of Meeting (DD/MM/YYYY)	Total No. of Directors as on the date of meeting	Attendance
			No. of directors	% of attendance
1	04/04/2024	6	6	100
2	05/04/2024	6	6	100
3	08/04/2024	6	6	100
4	04/05/2024	6	6	100
5	18/06/2024	6	6	100
6	27/06/2024	6	6	100
7	20/07/2024	6	6	100
8	14/08/2024	6	6	100
9	14/11/2024	6	6	100
10.	18/02/2025	6	6	100

Company Secretary Ms. Ankita Anil Jain (Mrs. Ankita Harsh Rawal) has also attended all the Board meetings.

Details of Previous Annual General Meeting Presence, last Three years Annual General Meeting, Directorship, Chairmanship and Membership in other Companies are presented hereunder:

Sr.No. Name of Director	Category	Attendance at Last AGM held on 27-09-2024
1. Mr. Mitulkumar Sureshchandra Vasa	NI and E	Yes
2 Mrs. Avni Mitulbhai Vasa	NI and NE	Yes
3. Mr. Brijesh Narendrabhai Kular	NI and E	Yes
4. Mr. Paras Fulabhai Shingala	IND and NE	Yes
5. Mr. Bharat Maganlal Thumar	IND and NE	Yes
6. Mr. Abhishek Ranjitbhai Rathod	IND and NE	Yes

NI- Non-Independent, NE- Non-Executive, IND- Independent, E- Executive

No. of other Listed companies/other committees of listed companies in which director is director/chairman/member:

No. Name of Director	No. of other Directorship	Membership in the Committee of other Company	Chairmanship At the Committee of other Company
1 Mr. Mitulkumar Sureshchandra Vasa	NIL	NIL	NIL
2 Mrs. Avni Mitulbhai Vasa	NIL	NIL	NIL
3 Mr. Brijesh Narendrabhai Kular	NIL	NIL	NIL
4 Mr. Paras Fulabhai Shingala	NIL	NIL	NIL
5 Mr. Bharat Maganlal Thumar	NIL	NIL	NIL
6 Mr. Abhishek Ranjitbhai Rathod	NIL	NIL	NIL

GENERAL BODY MEETING:

(I) Details Of the Last Three Annual General Meetings:

Financial Year	Location	Date	Day	Time
2023-2024	C/O., Jain Traders, 8, Sorathiawadi Near Narmada, 80 Feet road, Rajkot- 360002, Gujarat, India	27th September, 2024	Friday	11 :00 A.M.
2022-2023	C/O., Jain Traders, 8, Sorathiawadi Near Narmada, 80 Feet road, Rajkot- 360002, Gujarat, India	30th September, 2023	Saturday	10:00 A.M.
2021-2022	C/O., Jain Traders, 8, Sorathiawadi Near Narmada, 80 Feetroad, Rajkot- 360002, Gujarat, India	30th September, 2022	Friday	11 :00 A.M.

Whether Special Resolution Passed in the Last Three (3) Annual General Meeting : No

Were any resolutions put through postal ballot last year:

Yes, special resolution relating to Consider and approve Variation in the Terms of Contract of the objects mentioned in the Prospectus issued while Initial Public Offer dated June 18, 2024 was passed through postal ballot pursuant to provision of section 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014.

The remote e-voting period for the same was commenced from 9.00 a.m. (1ST) on Friday, 22nd November, 2024 and ends at 5.00 p.m. (1ST) on Saturday, 21st December, 2024 and the said special resolution was passed through postal ballot on December 21,2024 with requisite majority. The details of variation in the Terms of Contract of the objects mentioned in the Prospectus issued while Initial Public Offer dated June 18, 2024 is given in detail in this Boards report.

Are proposed to be conducted through postal ballot this year: No

24. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors, qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Nomination & Remuneration policy and disclosed in the website of the Company at visamanglobalsales.com/investor.

25. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, analyzing skill of Directors related to Leadership, Strategy Formulation and execution, Financial planning / performance, skill related to maintenance of relationship including both i.e. internal and external relationship, participation in the decision making, presence of board meeting, knowledge and competency, assessment of risk factors etc. etc.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board. Observations of board evaluation carried out for the year: NIL Previous years observations and actions taken: NIL Proposed actions based on current year observations: NOT REQUIRED

26. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility is not applicable to the Company. However, the Company is committed to conduct its business in a socially responsible, ethical and environmentally friendly manner and to continuously work towards improving quality of life of the communities in its operational areas.

27. COMMITTEES OF BOARD

At present the Company is having 3 (Three) Committee i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

(Al AUDIT COMMITTEE

Company has constituted an Audit Committee pursuant to provision of section 177 of the Companies Act, 2013.

(i) Composition:

Mr. Abhishek Ranjitbhai Rathod	DIN: 10519845	Chairman	Non-Executive Independent Director
Mr. Bharat Maganlal Thumar	DIN: 08957139	Member	Non-Executive Independent Director
Mr. Brijesh Narendrabhai Kular	DIN: 09648254	Member	Executive Director (Whole-time Director)

(ii) Meetings:

During the year the Committee has met 6 (Six) times during the year on following dates 04/04/2024,27/06/2024,20/07/2024, 13/08/2024, 14/11/2024, 18/02/2025.

All the members of the Committee have attended all the meetings of Audit Committee. Ms. Ankita Jain (Mrs. Ankita Harsh Rawal), Company secretary and Compliance Officer of the Company has acted as Secretary for the meeting and attended all the meetings.

(iii) Brief Terms of Reference:

The terms of reference of Audit Committee in accordance with the provision of Section 177 of the Companies Act 2013 are as follows: -

- Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

- The recommendation for appointment, remuneration and terms of appointment, of the auditors of the company.

- Review and monitor the auditors independence and performance and effectiveness of the audit process & approval of Payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

- Reviewing with the management the financial statements and auditors report thereon before submission to the Board, focusing primarily on

- Matters to be included in the Directors Responsibility Statement to be included in the Boards report in terms of Clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

- Changes to any accounting policies and practices.

- Major accounting entries based on the exercise of judgement by Management.

- Significant adjustments if any, arising out of audit findings.

- Compliance with respect to accounting standards, listing agreements and legal. - requirements concerning financial statements.

- Disclosure of any related party transactions.

- Modified opinion (s) in the draft audit report.

- Examination and review of quarterly, half yearly financial statement including Limited Review Report/ Auditors report thereon.

- Approval of any subsequent modification of transactions of the company with related parties.

- Scrutiny of Inter-Corporate loans and investments.

- Valuation of undertaking or assets of the Company, whenever it necessary.

- Review of the adequacy of internal audit function and discuss with Internal Auditors of any significant findings and follow up thereon.

- Evaluation of internal financial controls and risk management system. - to review the functioning of the whistle blower mechanism

- Other matters as may be prescribed from time to time to be deal with or handled by the Audit Committee pursuant to provisions of the Companies Act, 2013 the Rules there under, SEBI (LODR) Regulations, 2015 and any other functions as may be assigned to the committee by the Board from time to time.

All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

(Bl NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013. The Committee decides about remuneration policy of the Company. It also reviews from time to time the overall Compensation structure and related policies with a view to attract, motivate and retain employees.

(i) Composition:

Mr. Bharat Maganlal Thumar	DIN: 08957139	Chairman	Non-Executive Independent Director
Mr. Abhishek Ranjitbhai Rathod	DIN: 10519845	Member	Non-Executive Independent Director
Mr. Paras Fulabhai Shingala	DIN: 03518750	Member	Non-Executive Independent Director

(ii) Meeting:

During the year the Committee has met 2 (Two) times during the year on following dates 08/04/2024, 17/02/2025. All the members of the Committee have attended all the meetings of NRC Committee. Ms. Ankita Jain (Mrs. Ankita Harsh Rawal), Company secretary and Compliance Officer of the Company has acted as Secretary for the meeting and attended all the meetings.

(iii) Board Criteria:

NRC identifies and recommends to the Board, suitable candidates for the position of Director, based on the Board Skills identified and approved by the Board. NRC considers attendance, participation, contribution and involvement of the Director in discharging their functions and in Companys strategic matters during the Board/Committee meetings, while recommending his/her re-appointment. NRC ensures that the Board of Directors has an optimum composition of Directors with diversity of thought, knowledge, perspective, age, gender, expertise and skill, which would help the Company in attainment of its objectives.

The terms & conditions of appointment of Directors is available on the Companys website at visamanglobalsales.com/investor/policies.

(iv) Brief Description of The Terms of Reference:

The Broad terms of reference of Nomination and Remuneration Committee are as follows:-

- Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommends to the Board their appointment and remove and shall carry out evaluation of every directors performance.

- Formulate the criteria for determining qualifications, positive attributes and independence of director and recommended to the Board a policy relating to the remuneration for the directors, Key Managerial personnel (KMP) and other employees.

- To approve, in the event of loss or inadequate profits in any year, minimum remuneration payable to the Whole-Time Directors/Managing Directors within the limits and to the parameters prescribed in Schedule V to Companies Act, 2013.

- Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

- Devising a policy on diversity of Board of Directors.

- Other matters as may be prescribed from time to time to be deal with or handled by the Nomination and Remuneration Committee pursuant to provisions of the Companies Act, 2013 the Rules there under, SEBI (LODR) Regulations, 2015 and any other functions as may be assigned to the committee by the Board from time to time.

(v) Remuneration:

Remuneration of Directors is based on various factors such as the size, global presence, economic & financial position of the Company and their participation in the Board/Committee meetings. Basis these factors and annual performance evaluation of the directors, remuneration payable to the Directors is recommended by NRC to the Board.

Details of remuneration paid to Directors for F.Y. 2024-25 are as under:

Sr No. Name	Total Pay*
1 Mr. Mitul Sureshchandra Vasa - Managing Director	60,00,000/-
2 Mr Brijesh Narendrabhai Kular Whole Time Director	7,83,228/-

Inclusive of salary, perquisites, incentives, Commission and allowance. No remuneration and no sitting fees is paid to non -executive directors.

[Cl STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee (SRC) meets the criteria laid down under Section 178 of the Companies Act, 2013.

(i) Composition:

Mr. Paras Fulabhai Shingala	DIN: 03518750	Chairman	Non-Executive Independent Director
Mr. Mitulkumar Sureshchandra Vasa	DIN: 07789750	Member	Executive Director (Managing Director)
Mr. Brijesh Narendrabhai Kular	DIN: 09648254	Member	Executive Director (Whole Time Director)

(ii) Meeting:

During the year the Committee the members of the Committee met 3 (three) times on 27/06/2024, 20/07/2024 and on 10/03/2025. All the members of the Committee were present in the meeting.

(iii) Brief Description of the terms of Reference:

The terms of reference of the committee are to look into redressal of shareholders/Investors grievances relating to various matters such as non-receipt of notices, share certificate, annual reports, dividends, transfer of shares dematerialization of shares and other grievances.

28. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(CJ and 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement as enumerated under: -i) In the preparation of the annual accounts, the applicable Indian accounting standards had been followed and there has been no material departures; ii) 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 and loss of the Company for that period; iii) The directors had taken proper and sufficient 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; iv) The directors had prepared the annual accounts on a going concern basis; and v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. vi) 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.

29. STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

We the Directors of the Company hereby states the Company has complied applicable Secretarial Standards i.e. SS 1 and SS 2 related to Board and General Meetings.

30. AUDIT AND AUDITORS:

[A] Statutory Auditors:

Pursuant to provision of section 139 of the Companies Act, 2013, M/s. D. K. Kalyani & Associates, (FRN: 133089W), Chartered Accountants, Rajkot, has been appointed as Statutory Auditors of the Company by the Members of the Company at 4th Annual General Meeting (AGM) held on 30th September, 2023 for a period of 5 years to hold office until the conclusion of Annual General Meeting of the financial year 2027-2028.

M/s. D. K. Kalyani & Associates has confirmed that they are eligible to continue to act as Statutory auditor of the Company till the Conclusion of Annual General Meeting of the Financial year 2027-28 and to conduct audit for the year 2025-26.

STATUTORY AUDITORS REPORT & NO FRAUD REPORTING:

The reports issued by the Statutory Auditor on the standalone and consolidated financial statements of the Company for the year ended March 31, 2025 do not contain any qualification, observation or comment or remark(s) which have an adverse effect on the functioning of the Company and therefore, do not call for any comments from Directors. Further, the Statutory Auditor has not reported any fraud as specified under Section 143(12) of the Act.

[B] Secretarial Auditor:

Pursuant to Provision of section 204(1) of the Companies Act, 2013, M/s. AN Thakrar

& Co., Practicing Company Secretary was appointed to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith to this Report. Secretarial Auditors Report in the prescribed format i.e. Form MR-3 is attached in this report as Annexure C. The Secretarial Auditors Report for the financial year ended March 31, 2025 is self-explanatory and does not call for any further clarifications.

[C] Cost Audit/Record:

The Company is not falling under the ambit of section 148 of the Companies Act, 2013 and the Companies (Cost Records & Audit) amendment Rules, 2014 is not applicable to the Company. Hence Company has not maintained Cost Records and Cost audit is not applicable.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Whistle Blower (vigil mechanism) is a mechanism which provides a format for all stakeholders, employees and directors of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior towards stakeholder/employee of the Company, leak of UPSI, actual or suspected fraud or violation of the Companys Code of Conduct and the Company has a Whistle Blower Policy (Vigil Mechanism) and has established the necessary mechanism pursuant to Section 177(9) of the Companies Act, 2013 for all the Stakeholder, Employee and Director of the Company to report their genuine concern or grievance and the audit committee shall oversee the vigil mechanism.

The Vigil mechanism will provide adequate safeguards against victimization of employees and directors who avail of the vigil mechanism. The Whistle Blower Policy is an extension of the existing Code of Conduct of the Company, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. Under the Policy, each employee of the Company has an assured access to the Chairman of the Audit Committee.

32. RISK MANAGEMENT

The Company has put in place a mechanism to apprise the Board/ Audit Committee on a quarterly basis, risk assessment, minimization procedures and governance at various levels to ensure that executive management controls risk by means of a properly designed framework. The Company has identified the key risks area which may affect the business goals and periodically revisits the relevance of the identified risks and progress of the mitigation plans undertaken. The Audit Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness and has oversight in area of financial risks and controls.

33. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website, https://visa ma ngloba Isales.com/Investors .

34. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

In accordance with the requirement of section 134(3) (m) of the companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars with respect to conservation of energy technology Absorptions and foreign exchange earnings and outgo are presented here under:

[A] Conservation of Energy: i) the steps taken or impact on conservation of energy: Nil ii) the steps taken by the Company for utilizing alternate sources of energy: Nil iii) the Capital Investment or Energy conservation equipments: Nil

[BJ Technology Absorption: i) the efforts made towards technology absorption: Nil ii) the Company has not imported any technology during the last three years reckoned from the beginning of the financial year: Nil iii) the expenditure incurred on Research and Development- NIL

[C] Foreign Exchange Earnings and Outgo: i) Foreign Earnings: Nil ii) Foreign Outgo: 71 .02 Lakhs

35. STATEMENT OF DEVIATION OR VARIATION:

In accordance with the provisions of sub regulation (4) of Regulation 32 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 during the financial year, the Company considered and approved Variation in the Terms of Contract of the objects mentioned in the Prospectus dated June 18, 2024,pursuant to the provisions of Section 27 of the Companies Act, 2013 read with relevant rules made thereunder including Rule 7 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and all other applicable provisions of the Companies Act, 2013 by way of passing of special resolution through Postal Ballot on December 21, 2024.

The prospectus prescribed to utilize V21.89 Lakhs for capital expenditure towards setting up of a manufacturing facility at Revenue Survey No. 238, Paiki 2, Open Industrial Plot No. 2 of Village: Jiyana, District: Rajkot, Gujarat, India, however post variation in the terms of object of prospectus is that the same amount of V21.89 Lakhs for capital expenditure is to be made at Sr. No. 383 P-1, Opp. GEB-66 KVA sub-station, Kankot-363621, Wankaner, Morbi, Gujarat due to various economic benefits. The management foresees following benefits from the proposed variation:

1. the overall earnings and cash flow of the Company is expected to improve in the long term.

2. Well-developed modern manufacturing facility can be set up in better way than the prior location.

3. The Company foresees manufacturing activities like cutting and slitting therefore the proximity of customers is more than prior location.

4. Further, Sister concern a major raw material supplier has manufacturing setup at the adjacent plot therefore the transportation cost of raw materials will be reduced significantly. There will be a benefit of 22 kms in distance for transportation of raw materials.

5. Better monitoring, effective production management, supply chain organization and enhanced security of raw materials and Finished goods are added advantages for the Company.

6. There will be an overall overhead cost reduction in terms of manpower and managerial oversee.

Further, details of funds to be utilized/Original Allocation for the specified objects and amount utilized by the Company as on 31 st March, 2025 is give below:

Sr. No. Objectives Amount of IPO Funds Raised	Amount (Rs. In Lacs)	Amount Utilized (Rs. In Lacs)
1 Capital expenditure towards setting up of a manufacturing facility at Rajkot	721.89	584.97
2 Workinq Capital Requirements	700.00	700.00
3 General corporate purposes	22.02	22.02
Total	1443.91	1306.99

36. Other Disclosures During the year under review:

i) no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and or its operations in future; ii) 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; iiij the requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable; iv) no shares with differential voting rights and sweat equity shares have been issued; v) Details of revision of financial statement or the Report: Not Applicable as no such instance vi) Disclosures with respect to demat suspense account/ unclaimed suspense account: No shares of the Company are lying in the demat suspense account or unclaimed suspense account vii) Disclosure of certain types of agreements binding listed entities: There are no agreements which binds the Company.

Appreciations and Acknowledgments

The Directors express their deep appreciation to all employees for their hard work, dedication, and commitment. The enthusiasm and unwavering efforts of the employees have enabled the Company to progress in the industry. This support has allowed the Company to enhance consumer satisfaction through continuous improvements in existing products and the introduction of new ones. The Board appreciates the support and cooperation the Company has received from its suppliers, distributors, retailers, business partners, and others involved as trading partners. The Directors also take this opportunity to thank all Shareholders, business partners, government and regulatory authorities, and stock exchanges for their continued support.

Place: Rajkot	For and on Behalf of
Date: 11th August, 2025	VISAMAN GLOBAL SALES LIMITED
	S/d
	Mitulkumar Sureshchandra Vasa
	Chairman and Managing Director
	DIN: 07789750