Your Directors are pleased to present the 30th Annual Report of your Company together with the Audited Financial Statements for the financial year ended March 31, 2025.
Results of Operation and the State of Company's Affairs
The Company has a cane crushing capacity of 11000 TCD, ethanol production capacity of 100 KLPD and power generation capacity of 36.4 MW. The ethanol production capacity is increased to 250 KLPD and will commence from November 2025.
During the year under review, the Company crushed 7,44,743.38 MT of sugarcane and produced 5,52,900 quintals of sugar, produced 20812.38 kilo liters of ethanol and generated 7,81,33,800 KWh of power. Out of the power generated
4,91,05,800 KWh was exported and the balance was consumed by the Company.
The Company's revenue from operations stood at Rs. 46,154.96 Lakhs for the year ended March 31, 2025 as against Rs. 52,220.51 Lakhs for the previous year. The EBITDA for the year under review stood at Rs. 1,931.58 Lakhs as compared to Rs. 6,868.51 Lakhs for the previous year. The Company incurred a Loss of Rs. 3,702.33 Lakhs after tax expenses as compared to Profit of Rs. 1,449.78 Lakhs for the previous year. There is no change in the nature of business of the Company.
Financial Summary and Highlights
The Company's Financial Performance for the financial year ended on March 31, 2025 under review along with previous year figures are given hereunder:
° Dc n oL'Kc\
Particulars
|
2024-25
|
2023-24
|
Revenue from operations Other Income
|
45,391.89
763.07
|
54,970.30
250.21
|
Total
|
46,154.96
|
55,220.51
|
Profit/(Loss) before Finance Cost, Depreciation & Amortization
|
1,931.58
|
6,868.52
|
Depreciation & Amortization expense
|
1,611.28
|
1,590.54
|
Finance cost
|
3,426.97
|
3,049.62
|
Profit Before Exceptional and Extraordinary items
|
(3,106.67)
|
2,228.36
|
Exceptional and Extraordinary items
|
-
|
-
|
Profit/(Loss) before tax
|
(3,106.67)
|
2,228.36
|
Provision for Current Tax
|
-
|
630.08
|
Deferred Tax
|
595.66
|
148.50
|
Short and excess provisions for earlier year
|
-
|
-
|
Net Profit/(Loss) After Tax
|
(3,702.33)
|
1,449.78
|
Profit/(Loss) brought forward
|
19,986.16
|
18,911.94
|
Profit Available for appropriation
|
16,283.83
|
20,361.72
|
Transferred to General Reserve
|
-
|
-
|
Interim Dividend Paid
|
-
|
-
|
Dividend Recommended @ of Re 0.20 per equity share of Rs. 2/- each
|
-
|
375.56
|
Profit/(Loss) retained in Profit & Loss Account
|
16,283.83
|
19,986.16
|
Basic & diluted Earnings per Share (Rs.)
|
(1.74)
|
0.78
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Transfer to Reserves
In view of the losses incurred, the Company did not transfer any amount to the reserves.
Dividend
In view of the losses incurred during the year, the Board of Directors did not recommend any dividend for the year ended March 31, 2025.
The Dividend Distribution Policy of the Company is available on the Company's website at www.vsil.co.in under the head 'Investors' - 'Policies'.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented separately and forms part of this Report.
Corporate Governance
Your Company is committed to maintain highest standards of Corporate Governance and adhere to Corporate Governance requirements set out by the Securities and Exchange Board of India.
The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.
Business Responsibility Report
SEBI, vide its Circular dated May 10, 2021, made Business Responsibility and Sustainability Report mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023. Since the provision of the Regulation 34 (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable for the year ended March 31, 2025, based on market capitalization, the Business Responsibility and Sustainability Report is therefore not given.
Credit Rating
During the year under review ICRA Limited has given credit ratings as [ICRA] BB (Stable) for the financial facilities availed by the Company in the form of Long-Term Fund Based Cash Credit & Term Loan and Unallocated Limits.
Contracts and Arrangements with Related Parties
All contracts and arrangements with related parties that were entered in to during the financial year 2024-25 were on an arm's length basis and were in the ordinary course of business.
All related party transactions were placed before the Audit Committee for approval/omnibus approval as per the Company's policy on related party transactions. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature on yearly basis. A statement giving details of all related party transactions is placed before the Audit Committee for their approval.
During the year under review, there are no materially significant related party transactions that may have potential conflict with interest of the Company at large.
Since the Company has not entered in to any contracts or arrangements or transactions which are not at arm's length basis with related parties so also material contracts, arrangement or transactions with related parties, the disclosure of particulars pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is therefore not made.
However, the details of the related party transactions entered in to during the year are given under Note No. 32 of the Financial Statements forming part of this Annual Report.
Internal Financial Control
The internal control systems are commensurate with the nature of business and the size and complexity of operations of the Company. The Audit Committee periodically evaluates the adequacy and effectiveness of the Company's internal financial control systems and monitors the implementation of recommendations made by the Committee.
The Auditors of the Company have also opined that "the Company has in all material respects an adequate internal financial control systems over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2025". Further certificate of compliance from the Whole-Time Director and Chief Financial Officer annexed to this report confirms the adequacy of the internal control systems and procedures of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Retire by Rotation
In accordance with the provisions of the Companies Act, 2013, Mr. Nikhil Katti, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Retiring Director has confirmed that, he is not disqualified under sub-section (2) of Section 164 of the Act and is eligible for re-appointment as Director of the Company, by filing Form DIR 8 with the Company.
Whole-Time Directors
The Board consists of four Whole-Time Directors viz. Mr. Nikhil Katti - Managing Director and Mr. Kush Katti, Mrs. Sneha Nitin Dev, Mr. Mallikarjun Kadayya Pujar as Whole-Time Directors.
The Board of Directors on the recommendation of the Nomination and Remuneration Committee appointed Mr. Mallikarjun Kadayya Pujar as Additional Director with effect from July 16, 2025 to hold office up to the ensuing annual general meeting of the Company. Subject to the approval of the members of the Company, the Board appointed Mr. Mallikarjun Kadayya Pujar as Whole-Time Director of the Company.
Mr. Mallikarjun Pujar, was holding the position of Director of the Company from 2011 to 2019. He is associated with the Company since inception. Taking into consideration his experience and long association with the Company he is appointed on the Board of the Company. He has knowledge in the field of agriculture, cane development, technical and management field.
The Board has recommended to this meeting appointment of Mr. Mallikarjun Kadayya Pujar as Director under section 161 of the Companies Act, 2013 to hold office as Whole-Time Director for a period of three years with effect from July 16, 2025.
The term of office of Mrs. Sneha Nitin Dev as Whole-Time Director will be ending on October 14, 2025. Taking in to consideration her qualification, varied experience in the industry, rich knowledge, past performance and the benefit that can be derived by the Company, the Board of Directors on the recommendation of the Nomination and Remuneration Committee re-appointed Mrs. Sneha Nitin Dev as Whole-Time Director of the Company for a further period of three years with effect from October 15, 2025. Her appointment is subject to the approval of the members in the ensuing Annual General Meeting of the Company.
Independent Directors
The Independent Directors possess the requisite skills, experience and knowledge and their qualification and experience was suitable
for the Company and the Board derives immense value from their guidance and work experience.
The present Board consists of four Independent Directors viz. Mr. Shivanand Tubachi, Mr. Basavaraj Hagargi, Mrs. Pratibha Munnoli and Mr. Vishnukumar Kulkarni.
The first term of five consecutive years as Independent Director of Mr. Vishnukumar Kulkarni ended on July 16, 2025. Taking in to consideration his high qualification, varied experience in the industry, rich knowledge, past performance and the benefit that can be derived by the Company, the Board of Directors on the recommendation of the Nomination and Remuneration Committee re-appointed Mr. Vishnukumar Kulkarni as Independent Director of the Company for the second term of five consecutive years with effect from July 17, 2025. He shall not be liable to retire by rotation. His appointment is subject to the approval of the members in the ensuing Annual General Meeting of the Company.
Accordingly, the Board has recommended for his appointment at the ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Company confirming that, they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors.
Regarding proficiency, in terms of the regulatory requirements providing for establishment of an online database of Independent Directors by Indian Institute of Corporate Affairs, all the Independent Directors of the Company have enrolled their names in the said database.
Key Managerial Personnel
In addition to the Executive Directors, Mr. Sheshagiri Kulkarni - Chief Financial Officer and Ms. Priya Dedhia - Company Secretary, are the Key Managerial Personnel of the Company.
Resignation of Director
Mr. Mukesh Kumar, Whole-Time Director designated as Executive Director of the Company tendered his resignation on health grounds and the resignation was effective from the close of business hours of June 30, 2025. He also confirmed that there is no other material reason for his resignation, other than those provided in his resignation letter.
Directors' Responsibility Statement
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
i) In the preparation of the annual accounts, the applicable accounting standards (Ind AS) have been followed along with proper explanation relating to material departures.
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit or loss of the Company for that period.
iii) The directors have 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 have prepared the annual accounts on a going concern basis.
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 system was adequate and operating effectively.
Board Evaluation
The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors.
In accordance to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act 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, etc.
Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations the Board evaluated performance of Independent Directors. The Independent Directors in a separate meeting reviewed the performance of Non-Independent Directors, performance of the Board as a whole and the performance of the Chairman.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
Statutory Auditors & Auditors Report
M/s. P. G. Ghali & Co., Chartered Accountants, is appointed as Statutory Auditors of the Company, in the 27th Annual General Meeting, to hold office till the conclusion of 32nd Annual General Meeting of the Company to be held in the year 2027.
The Auditors Report to the shareholder for the year ended March 31, 2025 does not contain any qualification, reservation or adverse remark and therefore does not call for any explanation or comments.
The Auditors have reported in the Annexure to their Report that, "Some of the properties are being held by way of general power of attorney in the name of Mr. Mallikarjun Kadayya Pujar".
It is hereby clarified that the Company has authorized Mr. Mallikarjun Kadayya Pujar to execute the deeds of sale in respect of the said properties, on behalf of the Company. The deeds of sale are in the process of completion. The delay in executing the sale deeds is occurring due to technical issues.
The Auditors have commented that the Company has not spent the CSR amount during the year 2024-25. The Board's explanation for the same is as under:
The Company was required to spend Rs. 34.14 lakhs in pursuance of its Corporate Social Responsibility Policy during the financial 2024-25. The Board desires to spend the said amount in the rural area where the Sugar Manufacturing Unit of the Company is situated. The Board could not spend the said amount in the financial year 2024-25 as no such activity was foreseen to be undertaken in the area coupled with the financial crunch faced by the Company. However, the Company shall transfer the unspent amount of Rs. 34.14 lakhs to a special account in a scheduled bank called Vishwaraj Sugar Industries Limited Unspent Corporate Social Responsibility Account and the Company will ensure to spend in pursuance of its obligation towards Corporate Social Responsibility Policy within a period of 3 financial years from the date of transfer.
Secretarial Auditors and their Report
The Board of Directors appointed Mrs. Vinita D. Modak, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2024-25.
Pursuant to SEBI Circular dated February 8, 2019, in addition to the Secretarial Audit Report as mentioned above, the Company has obtained Secretarial Compliance Report from Mrs. Vinita D. Modak, Practicing Company Secretary, for the year ended March 31, 2025. A copy of the Secretarial Compliance Report so obtained, is filed with the BSE Limited and National Stock Exchange of India Limited.
The Secretarial Audit Report and the Secretarial Compliance Report do not contain any qualification, reservation and adverse remark except non-spending of CSR amount during the year 2024-25. The Board's explanation for the same is provided in the above paragraphs of the Statutory Auditors & Auditors Report.
The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed and forms part of this Report as ANNEXURE - I.
Pursuant to Regulation 24A of SEBI Listing Regulations with effect from April 1, 2025, every listed entity shall appoint a Peer Reviewed Company Secretary or a Firm of Company Secretary(ies) as Secretarial Auditor on the basis of recommendation of the Board of Directors of the Company. Accordingly, the Board of Directors at its meeting held on August 9, 2025 has, considering the experience and expertise and on the recommendation of the Audit Committee, recommended to the members, appointment of Mrs. Vinita D. Modak, Practicing Company Secretary (ACS No.: 23151, C.P. No.: 8258), as Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years commencing from the financial year 2025-26 to the financial year 2029-30, at such fees as may be determined by the Board of Directors of the Company, from time to time.
Cost Records and Cost Audit
Pursuant to the provisions of Section 148(1) of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules,
2014 the Company has made and maintained cost accounts and records for the financial year ended March 31, 2025.
As recommended by the Audit Committee, the Board has appointed M/s. S. K. Tikare & Co. Cost Accountants, as Cost Auditors to conduct cost audit of the records maintained by the Company for the financial year 2025-26.
In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. Accordingly, consent of the members is sought for ratification of the remuneration payable to the Cost Auditors for the financial year 2025-26, at this Annual General Meeting.
DISCLOSURES Audit Committee
The Audit Committee comprises of two Independent Directors namely Mr. Shivanand Tubachi and Mr. Vishnukumar Kulkarni and one Whole-Time Director Mr. Kush Katti. Mr. Shivanand Tubachi is the Chairman of the Committee. Terms of reference and powers of the Committee is provided in the Corporate Governance Report annexed to this Report. All the recommendations made by the Audit Committee were accepted by the Board. The number and dates of the meetings held during the financial year 2024-25 are provided in the Corporate Governance Report.
Nomination and Remuneration Committee
The Committee comprises of three Independent Directors namely Mr. Basavaraj Hagargi, Mrs. Pratibha Munnolli and Mr. Vishnukumar Kulkarni. Mr. Basavaraj Hagargi is the Chairman of the Committee. Terms of reference and powers of the Committee is provided in the Corporate Governance Report annexed to this Report. The policy for selection of Directors and determining Director's independence and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees may be accessed on the Company's website www.vsil.co.in. The salient features of the policies are annexed to this Report as ANNEXURE - II. The number and dates of the meetings held during the financial year 2024-25 are provided in the Corporate Governance Report.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was reconstituted by the Board of Directors of the Company on June 22, 2024 in view of resignation of Mr. Ramesh Katti from the office of Director. The reconstituted Committee consists of Mr. Vishnukumar Kulkarni, Mr. Kush Katti and Mrs. Pratibha Munnolli. Mr. Vishnukumar Kulkarni is the Chairman of the said Committee. The Annual Report on CSR pursuant to Rule 8 containing particulars specified in Annexure II to the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached to this Report as ANNEXURE - III.
Stakeholder Relationship Committee
The Committee comprises of three Directors namely Mr. Shivanand Tubachi, Mr. Nikhil Katti and Mrs. Sneha Nitin Dev. Terms of Reference and Powers of the Committee is provided in the Corporate Governance Report annexed to this Report.
Risk Management
Your Company has framed, developed and implemented Risk Management Plan, pursuant to the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee consists of the following directors' viz. Mr. Vishnukumar Kulkarni (Chairman), Mrs. Pratibha Munnolli and Mrs. Sneha Nitin Dev. Mr. Mukesh Kumar who was one of the members of the Committee vacated his office due to resignation, with effect from June 30, 2025.
The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
In the opinion of the Committee there is no element of risk which may threaten the existence of the Company. The number and dates of the meetings held during the financial year 2024-25 are provided in the Corporate Governance Report.
Vigil Mechanism
The Company has formulated a Vigil Mechanism for directors and employees to report their genuine concerns or grievances pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism provides for adequate safeguards against victimization of director(s), employee(s) or any other person who avail the mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The policy on Vigil Mechanism may be accessed on the Company's website www.vsil.co.in.
Internal Complaints Committee
The Company has constituted a committee by name Internal Complaints Committee, in compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014. The said Committee is constituted to consider and resolve all sexual harassment complaints reported by women employees. During the year under review the Company did not receive any such complaint.
Meetings of the Board
The Board of Directors met eleven times during the year under review. Details of the meetings of the Board of Directors held are given in the report on Corporate Governance, which forms part of this report. The maximum interval between any two meetings did
not exceed 120 days, as prescribed under the Companies Act, 2013 and SEBI Listing (Obligations and Disclosure Requirements) Regulations, 2015.
Web link of Annual Return
Copy of the Annual Return will be placed on the website of the Company at www.vsil.co.in, pursuant to Section 92 (3) of the Companies Act, 2013.
Particulars of Loans, Guarantees or Investments
During the year under review the Company has not granted any loans and not made any investments, given guarantees and provided securities covered under section 185 and I86 of the Companies Act, 2013.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
Particulars with respect to Conservation of Energy and Technology Absorption pursuant to Rule 8(3) A and 8(3) B of the Companies (Accounts) Rules, 2014 are provided as under:
A. Conservation of Energy
i) The steps taken or impact on conservation of energy: The Company has been continuously updating modern technology for energy conservation, like usage of Variable Frequency Drives, IE Three Motors, etc. and added automation in sugar boiling house there reducing the consumption of energy as well as other consumables like lime and sulphur. The steam consumption in the boiling house is amongst the lowest in the sugar industry in the Country.
ii) The steps taken by the company for utilizing alternate sources of energy: The Company has been generating power from renewable sources (bagasse) and consuming captively and exporting the surplus to the grid.
iii) The capital investment on energy conservation equipment: During the year under review, the Company did not make any capital investment on energy conservation equipment. However, some revenue expenditure was incurred.
B. Technology Absorption
i) The efforts made towards technology absorption: The Company has been upgrading its sugar processing technology and during the year the Company has developed the technology to manufacture bacteria- free sugar.
ii) The benefits derived like product improvement, cost reduction, product development or import substitution: The quality of the sugar has improved to a greater extent and there has been improvement in the sugar recovery also.
iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No new imported technology was introduced.
a) The details of technology imported: NIL
b) The year of import: NIL
c) Whether the technology been fully absorbed: Not Applicable
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable
iv) The expenditure incurred on Research and Development: NIL
C. Foreign Exchange Earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as under:
• Foreign Exchange Earnings: NIL
• Foreign Exchange Outgo: Rs. 160.06 Lakhs.
Particulars of Employees and Related Disclosures
Disclosures pertaining remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 are provided in ANNEXURE - IV.
The relations between the management and the staff remained cordial during the period under review.
There is no employee who was employed throughout the financial year 2024-25, drawing remuneration which in aggregate was not less than Rupees One Crore and Two Lakhs per annum.
There was no employee employed for part of the financial year 2024-25, drawing remuneration at the rate which in aggregate was not less than Rupees Eight Lakhs and Fifty Thousand per month.
Qualified Institutional Placement
The Board of Directors of your Company with a view to capitalize on available growth opportunities and to evaluate avenues for organic and inorganic growth and expansion plan of the Company, investment in future operations and to enhance financial resources, including the long - term working capital, explored various options to manage resources more efficiently decided to raise additional funds by way of issuance of equity shares of the Company by way of Qualified Institutions Placement. Accordingly, the Company obtained approval of the members at the Extraordinary General Meeting held on June 10, 2024.
During the year under review the Company raised an amount of Rs. 49.99 Crores by issue of 3,00,47,700 equity shares of the face value of Rs. 2/- each at a premium of Rs. 14.64 per share, through Qualified Institutional Placement.
Increase in the Capital of the Company
The authorised share capital of the Company has been increased and accordingly altered the Capital Clause V of the Memorandum of Association of the Company. The increased Authorized Share Capital of the Company is Rs. 1,250,000,000 (Rupees One Hindered Twenty-Five Crores only) divided in to 62,50,00,000 (Rupees Sixty- Two Crores and Fifty Lakhs only) equity shares of the face value of Rs. 2.00 (Rupees Two only) each.
The issued, subscribed and paid-up equity share capital of the Company has been increased from Rs. 3,755.60 Lakhs to Rs. 4,356.55 Lakhs. The said increase was due to issue of equity shares through Qualified Institutional Placement during the year.
Secretarial Standards
During the year under review, your company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.
a. Issue of equity shares with differential rights as to dividend, voting or otherwise.
b. Issue of shares (including sweat equity shares) to Directors and employees of the Company under any scheme.
c. Details relating to employee's stock option scheme.
d. Revision of financial statement or Board's report.
e. Buyback of shares.
f. The Company does not have scheme for provision of money for purchase of its own shares by employees or by trustee for the benefit of employees.
g. Purchase by Company of its own shares or giving of loans for such purchase.
h. There is no change in the nature of business of the Company.
i. There is no material change or commitment affecting the financial position of the Company, occurred between the end of the financial year and the date of this report.
j. The Company has not accepted deposits within the meaning of Section 73 or Section 76 of the Companies Act, 2013.
k. No remuneration was paid to Non-Executive Directors except sitting fees.
l. No significant and material order is passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.
m. No fraud has been reported by the Auditors to the Audit Committee of the Board.
n. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported in the financial year 2024-25.
o. There was no Subsidiary, Associate or Joint Venture of the Company during the financial year under review.
p. Shares held in trust for the benefit of employees.
q. Issue of debentures/warrants.
r. Transfer to Investor Education and Protection Fund (IEPF).
s. Disclosure about the application made or any proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year along with their status as at the end of the financial year.
t. Disclosure about the difference between the amounts of the valuation executed at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
Acknowledgements
The Directors wish to place on record their appreciation to the wholehearted help and co-operation the Company has received from the business associates, partners, vendors, clients, government authorities, and bankers of the Company.
The relations between the management and the staff were cordial during the period under review.
The Company also wishes to put on record its appreciation for the work done by the staff. Your Directors appreciate and value the trust imposed upon them by the members of the Company.
By Order of the Board of Directors
For Vishwaraj Sugar Industries Limited
Sd/- Nikhil Katti
Managing Director DIN:02505734 341, Town: Bellad-Bagewadi, Taluk: Hukkeri,
Place: Bellad-Bagewadi Dist. Belagavi-591305, Karnataka, India.
Date: August 9, 2025
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