Vision Corporation Ltd Directors Report

DIRECTORS REPORT

TO THE MEMBERS

To,

The Members,

Vision Corporation Limited

The Directors of the Company take pleasure in presenting their 30^th Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2025.

Financial Results

The summary of the Companys financial performance for the financial year 2024-2025 as compared to the previous financial year 2024-25 is given below:

	(Amount in Lakhs except EPS)
Particulars	F.Y. 2024-25	F.Y. 2023-24
Revenue from operations	1,216.40	1,921.92
Revenue from Other Income	455.06	12.67
Total Revenue	1,671.46	1,934.60
Total Expenses	1,294.34	1,928.80
Income Tax	-	4.56
Deferred Tax	-	-
Profit After Tax	(1,454.83)	1.24
EPS	(7.285)	0.006

Highlights

During the year, your company has earned the income of Rs. 1,671.46 Lakhs including other income as compared to Rs. 1,934.60 Lakhs in the previous year. The Net profit and loss after tax is Rs. (1,454.83) Lakhs against the Net Profit of Rs. 1.24 Lakhs in the previous year.

Dividend

To conserve the resources for future business requirements of the Company, your Directors do not recommend any payment of dividend for the year under review.

Changes in the Share Capital

There was no change in share capital of the Company during the Financial Year 2024-25.

Public Deposits

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Policies on Directors Appointment and Remuneration

The policies of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure I (a) & I (b) to this Report.

Board Committees

Your Company has following Committees of Board, viz,

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance forming part of the Annual Report.

Directors Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors Responsibility Statement, your Directors hereby confirm that:

> in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures are made;

> appropriate accounting policies have been selected and applied consistently and estimates and judgments made 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 of the Company for that period;

> proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

> the annual accounts have been prepared on a going concern basis; and

> Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors

> Statutory Auditors

The Company Auditors, M/ s. Bhasin Hota & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (the Act) read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board have recommended their re-appointment as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the Annual General Meeting of the Company to be held in 2028-2029 subject to the ratification by the members of the Company in every Annual General Meeting.

The Company has received a written consent to such appointment from M/ s. Bhasin Hota & Co., Chartered Accountants, and a certificate that the appointment, if made, shall be in accordance with the criteria as specified in Section 141 of the Act. In the term of Listing Regulation, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

> Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/ s. S. K. Dwivedi & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024 - 25. The Report of the Secretarial Auditor is annexed herewith as Annexure II and forms an integral part of this Report.

During the period under review by the secretarial auditor, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except the following:

1. In accordance with the section 117(3)(g) and Section 179 (3) of the Companies Act, 2013 read with rules made thereunder the has not filed Form MGT-14 for the approval of Financial Statements and Boards report for the Financial Year ended

31.03.2023.

Management Reply:- The company is under the process to file the said form on asap.

2. As per Regulation 27(2)(a) of SEBI (LODR), 2015, there is some discrepancy/ies in all the Corporate Governance reports filed to the Stock Exchange during the period under review.

Management Reply:- The company taking care every minor changes which reflects in governance reporting so that good corporate governance reporting done in company.

3. In accordance with the section 149(6) of the Companies Act, 2013 Mrs. Priti Kumari as an independent director of the Company but form DIR-12 not filed by the Company.

Management Reply:- There was some technical issue with Mrs. Priti Kumari DSC hence the form DIR-12 for her appointment was not filed, we are in the process to do the same asap.

4. As per Regulation 47 of SEBI (LODR), 2015, the company has not published financial results by way of an advertisement in the newspaper, during the financial year under review.

Management Reply:- The Cmpany financial position not healthy after the COVID- 19 hence the company not doing the publications of financial results.

Audit Committee

The Company in compliance with Section 177 of the Companies Act, 2013, read with applicable provisions thereof and Regulation 18 of the Listing Regulations of the Listing Agreement reconstituted Audit Committee. It comprises of two non-executive Independent Director and one Executive Director. The Chairman of the Committee is Independent Director i.e. Mr. Rajiv J. Pandya.

Related Party Transactions

The Company has not entered into the transactions with the related party which attracts the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder.

Particulars of Loans, Guarantees or Investments

There have been no loans, guarantee or investments made by Company under Section 186 of the Companies Act, 2013 during the Financial Year 2024-25.

Risk Management and Internal Controls

The Company has a well-defined risk management framework in place. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

Reports on Corporate Governance and Management Discussion & Analysis

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

Retirement by Rotation:

In accordance with the provision of section 152(6) and the Articles of Association of Company Ms. Kaalindi Misra (DIN : 06753008) shall retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers herself for re-appointment. The Board recommends her re-appointment. A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing AGM.

Board meetings

The Board meets at regular intervals to discuss and decide on the Companys policies and strategy apart from other Board matters.

During the financial year 2024-25, Five (05) board meetings were held on 27.05.2024, 13.08.2024, 03.09.2024, 12.11.2024 and 14.02.2025 the gap between the two boards meetings did not exceed 120 days.

Extract of Annual Return

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure III.

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

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company. There were no foreign earnings or outgoings during the year.

Listing of Shares of the Company

The Equity Shares of your Company is listed on BSE Limited.

The Company has paid the listing fees as payable to the BSE Ltd. for the financial year 2024-25. Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2024-25, no cases under this mechanism were reported in the Company.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2024-25, no cases in the nature of sexual harassment were reported at our workplace of the company.

Evaluation of Board, its Committees & Directors:

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board carried out evaluation of its own as well as performance of that of its committees. The Board also carried out performance evaluation of all the Individual Directors. Additionally, the Nomination and Remuneration committee of the Board also carried out the evaluation of the performance of the individual directors. The performance evaluation was carried out by the way of obtaining feedback from the directors through a structured questionnaire prepared in accordance with the Board Evaluation Policy.

The structured questionnaire prepared to evaluate the performance of Individual Directors, the Board and committees contained various different parameters.

The performance evaluation of the non-independent directors was carried out by the Independent Directors at their separate meeting.

Independent Director:

Pursuant to the provisions of the section 149 of the Companies Act, 2013, the following were the Non-Executive Independent Directors of the Company as on 31st March, 2025: -

Sr. No.	Name of the Independent Directors
1.	Mr. Rajeev J Pandya
2.	Mr. Amitkumar B. Singh
3.	Ms. Prity Kumari

Declaration by Independent Directors:

All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as specified under section 149(6) of the Companies Act, 2013, and that they qualify to be the Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have also confirmed that they meet the requirements of Independent directors as mentioned under Regulation 16(1)(b)of the Listing Regulations.

Familiarisation Programme for Independent Directors:

The details of the programmers for familiarization of the Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the Board, based on recommendations of the Nomination and Remuneration Committee, has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

Management Discussion and Analysis Report:

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

The Chief Executive Officer and Chief Financial Officer Certification as required under regulation 17(8) of the Listing Regulation and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report marked as Annexure V.

Acknowledgements

The Directors express their sincere gratitude to the BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository Limited, other government and regulatory authorities, financial institutions and the bankers of the company for their ongoing support.

The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company resulting in satisfactory performance during the year.

For and On the behalf of the Board
Vision Corporation Limited
Sd/-	Sd/-
Aashutosh Mishra	Kaalindi Misra
02019737	06753008
(Director)	(Director)
Date: 05.09.2025
Place: Mumbai