The Board of Directors are pleased to present the Company’s Thirty third (33^rd) Annual Report and the Company’s Audited
Financial Statements (standalone and consolidated) for the financial year ended March 31, 2026.

FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2026, is summarised below:

GEOGRAPHY-WISE PERFORMANCE

PERFORMANCE REVIEW & COMPANY'S STATE OF
AFFAIRS

During the financial year 2025-26, the Company delivered
a strong performance on a consolidated basis, driven by
higher sales volumes, improved operational efficiencies,
and sustained demand across key markets. Consolidated
total income increased by 11.66% to ' 1,63,236.18 Lakhs
as compared to ' 1,46,187.64 Lakhs in the previous
financial year. Consolidated Operating EBITDA grew by
10.50% to ' 25,236.29 Lakhs from ' 22,837.20 Lakhs in
2024-25, reflecting enhanced operational profitability. The
consolidated Profit After Tax (PAT) stood at ' 14,227.10
Lakhs, registering a growth of 12.34% over the previous
year’s PAT of ' 12,664.27 Lakhs.

On a standalone basis, the total income increased by
12.93% to ' 1,25,339.11 Lakhs from ' 1,10,983.97 Lakhs
in 2024-25. However, standalone Operating EBITDA

(excluding other income) declined marginally by 2.15% to
' 14,119.63 Lakhs from ' 14,430.09 Lakhs in the previous
year, primarily due to higher operating costs. Despite this,
the Company maintained healthy profitability, with Profit
After Tax (PAT) increasing by 10.83% to ' 8,892.67 Lakhs
as compared to ' 8,023.82 Lakhs in 2024-25.

The Company’s performance during the year reflects the
strength of its diversified product portfolio, operational
excellence, and prudent financial management. The
Company remains focused on enhancing efficiencies,
optimising costs, expanding market presence, and
pursuing sustainable growth opportunities. With its
strong manufacturing capabilities, customer-centric
approach, and ongoing investments in innovation and
process improvements, the Company is well-positioned
to capitalize on emerging opportunities and create long¬
term value for all stakeholders.

OUTLOOK

Outlook is covered in Management Discussion and
Analysis forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations’), the Management Discussion and Analysis
is presented in a separate section forming part of this
Annual Report. As required under the provisions of the
Listing Regulations, the Audit Committee of the Company
has reviewed the Management Discussion and Analysis
report of the Company for the year ended March 31, 2026.

DIVIDEND

The Board at its meeting held on May 30, 2026 has
recommended Dividend of ' 0.30 (i.e. 15 %) per equity
share of ' 2/- each for the financial year 2025-26 (previous
year ' 0.30/- per equity share of ' 2/- each i.e. 15%)
amounting to ' 201.95 Lakhs. The dividend pay-out is
subject to the approval of the shareholders at ensuing
Annual General Meeting. The dividend will be paid to the
members whose names appear in register of members i.e.
as on Friday, August 21, 2026.

DIVIDEND DISTRIBUTION POLICY

The Company has adopted the Dividend Distribution
Policy in accordance with the Regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations”) to determine
the distribution of dividends on equity shares of the
Company. The Dividend Distribution Policy is available on
the Company’s website, at https://vishnuchemicals.com/
wp-content/uploads/2022/05/VCL-Dividend-Distribution-
Policy-dt-16052022.pdf.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire
amount of profits for 2025-26 in the Retained Earnings.

SHARE CAPITAL

During the year under review, the Company in their
32^nd Annual General Meeting by way of shareholders’
approval reclassified its authorised share capital by

VISHNU CHEMICALS LIMITED

way of cancellation of unissued shares of one class
and increase in shares another class from the existing
' 95,00,00,000/-(Rupees Ninety Five Cr only) divided into

7.50.00. 000 (Seven Cr and Fifty Lakhs) Equity Shares of
' 2/-(Rupees Two only) each and 8,00,00,000 (Eight Cr)
Preference Shares of ' 10/-(Rupees Ten only) each to
' 95,00,00,000/-(Rupees Ninety Five Cr only) divided into

47.50.00. 000 (Forty Seven Cr Fifty Lakhs) Equity Shares of
' 2/- ( Rupees Two Only) each.

Therefore, as on March 31, 2026, the authorised share
capital of the Company was ' 95,00,00,000/-(Rupees
Ninety Five Cr only) divided into 47,50,00,000 (Forty Seven
Cr Fifty Lakhs) Equity Shares of ' 2/- ( Rupees Two Only)
each.

The issued, subscribed and paid-up share capital of the
Company as on financial year ended March 31, 2026 was
' 13,46,30,568/- divided into 6,73,15,284 Equity Shares of
' 2/- each.

PROMOTERS OF THE COMPANY

The promoters of the Company have consistently
demonstrated their confidence in its long-term prospects
by providing financial support as needed. The following is
the promoter’s shareholding as on March 31, 2026:

CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

There is no change in the nature of the business of the
Company or any of its subsidiaries during the year under
review.

MATERIAL CHANGES AND COMMITMENTS,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments affecting
the financial position of the Company that have occurred
between the end of the financial year of the Company to

which the financial statements relate and the date of the
report i.e. between March 31, 2026 to May 30, 2026.

DEPOSITS

The Company did not accept any deposits within the
meaning of section 73 of the Companies Act, 2013 during
the year. As such, no amount on account of principal or
interest on deposits from public was outstanding as on
the date of the Balance Sheet.

LISTING AT STOCK EXCHANGES

The equity shares of your Company continue to be
listed and traded on the BSE Limited and National Stock
Exchange of India Limited. The Annual Listing fee for the
year 2025-26 has been paid to both the Stock Exchanges.
There was no suspension on shares of the Company
during the year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has following wholly-owned subsidiaries:

(i) Vishnu Barium Private Limited (VBPL)

VBPL is a material subsidiary w.e.f. April 01, 2019, as
per SEBI (LODR) Regulations, 2015, as amended from
time to time, read with the policy for determining
material subsidiaries as approved by the Board. A
copy of the policy can be accessed on the Company’s
website at the link: https ://www.vishnuchemicals.
com/investors/#Policies

VBPL, has two wholly-owned subsidiaries i.e., (a)
Ramadas Minerals Private Limited, India and (b)
VCHEM Trading FZE in Dubai, UAE.

(ii) Vishnu South Africa (Pty) Limited (VSAL) in South
Africa has not yet commenced its operations.

VSA has one wholly owned subsidiary Bonmerci
Investments 103 (Pty) Limited. Further Bonmerci
Investments 103 (Pty) Limited holds 74% shareholding
in Batlhako Mining Limited.

(iii) VCHEM Global Inc in Texas, USA commenced its
operations on October 01, 2025.

(iv) Vishnu Strontium Private Limited (formerly known
as Jayansree Pharma Private Limited) (VSPL)
commenced its operations on August 20, 2025

(v) Vishnu International Trading FZE (VIT) in Dubai, UAE
did not commence operations since incorporation.
The Company is under voluntary winding up and
closure of VIT is under process.

The Company doesn’t have any joint ventures or associate
companies. Further, no company has ceased to be
subsidiary of the Company during the year.

A report on the financial position of each of the subsidiaries
as per the Act is provided in Form AOC-1 attached as
‘Annexure A'.

CONSOLIDATED FINANCIAL STATEMENTS

During the year, the Board of Directors reviewed the
affairs of the subsidiaries and prepared consolidated
financial statements (CFS) of the Company and its
subsidiaries for the financial year 2025-26 in compliance
with the provisions of Section 129(3) of the Companies
Act, 2013 and as stipulated under Regulation 33 of
the Listing Regulations as well as in accordance with
Indian Accounting Standards (IND AS) notified under
the Companies (Indian Accounting Standards) Rules,
2015. The consolidated financial statements have been
prepared on the basis of audited financial statements
of the Company, its subsidiaries as approved by the
respective Board of Directors. The audited CFS together
with the Auditor’s Report thereon forms part of this
Annual Report.

Pursuant to the provisions of Section 136 of the Act the
audited financial statements including consolidated
financial statements and related information of the
Company and audited accounts of the each of its
subsidiaries are available on Company’s website
www.vishnuchemicals.com. The annual accounts of the
subsidiaries and related detailed information will be
made available to investors seeking information till the
date of the AGM.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of loans, guarantees, security and investments
covered under section 186 of the Companies Act, 2013
forms part of the notes to the financial statements
(please refer Note No 3 & 4). During the financial year, the
Company has not given any loans and advances to the
firms/ Companies where directors of the Company are
interested except to its wholly owned subsidiaries.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

The Board received a declaration from all the directors
under section 164 and other applicable provisions, if any,
of the Companies Act, 2013 that none of the directors
of the Company is disqualified under the provisions of

the Companies Act, 2013 (‘Act’) or under the Listing

Regulations.

i. Appointment / Re-appointment

a. Based on the recommendations of Nomination
and Remuneration Committee (NRC), the Board
at its meeting held on May 30, 2026, approved
re-appointment of Mr. Nagabhushan Bhagwati
(DIN: 01564347) as Independent Director of the
Company for a second term of four (4) years

i.e from August 28, 2026 to August 27, 2030
subject to the approval of shareholders under
section 149 and all other applicable provisions of
the Companies Act, 2013 read with SEBI (LODR)
Regulations, 2015 at the ensuing annual general
meeting of the Company. Accordingly resolution
is being proposed in the notice of 33^rd AGM
along with explanatory statement therefore,
for approval of members of the Company by
passing special resolution.

Pursuant to the provisions of Regulation 36 of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial
Standard 2 on General Meetings issued by
Institute of Company Secretaries of India (ICSI),
brief particulars of the directors proposed to
be appointed/ re-appointed are provided as an
annexure to the notice convening the AGM.

The Board recommends the Special Resolution
set out at Item No. 5 of the Notice for approval of
the Members.

b. In accordance with the provisions of Section 152
of the Act and the Articles of Association of the
Company, Mrs . Ch. Manjula (DIN: 01546339),
Non-Executive Director of the Company, retires
by rotation at the ensuing AGM and being
eligible, has offered herself for re-appointment.

Pursuant to the provisions of Regulation 36
of the Listing Regulations and Secretarial
Standard - 2 (SS-2) on General Meetings issued
by Institute of Company Secretaries of India
(ICSI), brief particulars of the directors proposed
to be appointed/re-appointed are provided as
an annexure to the notice convening the AGM.

The Board recommends the Ordinary Resolution
set out at Item No. 3 of the Notice for approval of
the Members.

c. Mr. Srivari Chandrasekhar (DIN: 00481481) was
appointed as an additional director on the Board
by way of circular resolution dated November 18,
2025 for a period of two years till November 17,
2027. The shareholders vide resolution passed
through postal ballot dated February 11, 2026
approved his re-appointment in compliance
with Regulation 17(1C) of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015

ii. Cessation

During the year, Mr. Tirthankar Mitra and
Mr. Veeramachaneni Vimalanand ceased to serve as
an Independent Directors of the Company on August
13, 2025 and December 30, 2025, upon the completion
of their terms. The Board sincerely acknowledges
and appreciates their invaluable contributions and
guidance throughout their tenure.

INDEPENDENT DIRECTORS

As on March 31, 2026, and in terms of Section 149 of the
Act, Mrs. Sita Vanka (DIN: 07016012) Mr. Naga Bhushan
Bhagwati (DIN: 01564347) and Mr. Srivari Chandrasekhar
(DIN: 00481481) are the Independent Directors of the
Company. The Company has received declarations from
all the Independent Directors confirming that they meet
the criteria of independence as prescribed under Section
149(6) of the Act and Regulation16(1)(b) of the Listing
Regulations and are independent from the management.
The Independent Directors of the Company hold office till
the end of their term of appointment or until completion of
75 years, whichever is earlier. They are not liable to retire
by rotation in terms of Section 149(13) of the Act. The
Independent Directors have also confirmed that they have
complied with the Company’s Code of Conduct for Board
members and Senior Management and Codes under SEBI
(Prohibition of Insider Trading) Regulations, 2015.

The Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications,
experience and expertise in chemicals/ manufacturing
industry, strategy, auditing, tax and risk advisory services,
financial services, corporate governance, etc. and that
they hold standards of integrity.

The Independent Directors of the Company got included
their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs
in terms of Section 150 of the Act read with Rule 6 of the

Companies (Appointment & Qualification of Directors)
Rules, 2014.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Board Members of the Company are provided with
comprehensive opportunities to familiarize themselves
with the organisation, its leadership, and its operations.
To facilitate a deeper understanding of the Company’s
business, operational framework, and industry landscape,
Directors are given access to all relevant documents and
materials.

Independent Directors receive a formal letter of appointment
outlining their roles, responsibilities, and terms of
engagement at the time of their induction. Additionally,
Executive Directors and Senior Management offer an
overview of the Company’s operations, ensuring that
newly appointed Non-Executive Directors gain insights
into the organisation’s core values and commitments.
They are also introduced to the organisational structure,
the composition of various committees, board procedures,
and risk management strategies.

Strategic presentations are conducted for the Board,
allowing Directors to engage with Senior Management.
Regular updates on the Company’s developments are
communicated through press releases, emails, and other
channels. Periodic presentations by Senior Management
provide the Board with insights into the Company’s
operations, strategic initiatives, risk factors, and new
business developments, encouraging discussion and
feedback. Furthermore, Directors receive ongoing
briefings on their responsibilities and duties as they
evolve. The Board is also kept informed of significant
regulatory changes to ensure compliance and effective
governance. The familiarisation programme along with
terms and conditions of appointment of Independent
Directors is disclosed on the Company’s website https://
www.vishnuchemicals.com/investors/#Policies.

KEY MANAGERIAL PERSONNEL

Mr. Ch. Krishna Murthy, Chairman & Managing Director;
Mr. Ch. Siddartha, Joint Managing Director; Mr. Mahesh
Bhatter, Chief Financial Officer and Ms. Vibha Shinde,
Company Secretary & Compliance Officer, are Key
Managerial Personnel of the Company in accordance with
the provisions of Section(s) 2(51) and 203 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. There
has been no change in the Key Managerial Personnel
during the year.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Finance Committee of Directors

7. Investment Committee

The details of all the above Committees along with
their composition, number of meetings and attendance
at the meetings are provided in detail in the Corporate
Governance Report annexed to this Board’s Report.

BOARD MEETINGS

During the year under review, four Board Meetings and
four Audit Committee Meetings were convened and
held, the details of which are given in the Corporate
Governance Report, which forms part of this report. The
intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013 and
Listing Regulations.

PROCEDURE FOR NOMINATION & APPOINTMENT OF
DIRECTORS AND REMUNERATION POLICY

The Nomination and Remuneration Committee (NRC) is
responsible to set the skills/ expertise/ competencies of
the Board Members based on the industry and strategy of
the Company and to formulate the criteria for determining
qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178 (3) of the
Act and the Listing Regulations. The Board has, on the
recommendations of the Nomination & Remuneration
Committee framed a policy for Remuneration of the
Directors, Key Managerial Personnel and Senior
Management of the Company.

During 2025-26, the Board has also identified the list of
core skills, expertise and competencies of the Board of
Directors as are required in the context of the business
and sector applicable to the Company and those actually
available with the Board. The Company has also mapped
each of the skills, expertise and competencies against the
names of the Board Members possessing the same.

The objective of the Company’s remuneration policy
is to attract, motivate and retain qualified and expert
individuals that the Company needs in order to

achieve its strategic and operational objectives, whilst
acknowledging the societal context around remuneration
and recognizing the interests of Company’s stakeholders.

The Non-Executive Directors (NED) are remunerated by
way of sitting fee for each meeting attended and are also
reimbursed out of pocket expenses incurred by them
in connection with the attendance of the Company’s
Meetings.

A copy of the Nomination & Remuneration Policy is
available on the website of the Company

https://vishnuchemicals.com/wp-content/

uploads/2023/02/NRC-Policy-dt-09022018-updated-

on-10022023.pdf

MECHANISM FOR EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013
and the Listing Regulations the Board has carried out
an annual evaluation of its own performance and that of
its Committees as well as performance of the Directors
individually. Feedback was sought by way of a structured
questionnaire covering various aspects of the Board’s
functioning such as adequacy of the composition of the
Board and its Committees, Board culture, execution
and performance of specific duties, obligations and
governance and the evaluation was carried out based on
responses received from the Directors.

The evaluation is performed by the Board, Nomination
and Remuneration Committee and Independent Directors
with specific focus on the performance and effective
functioning of the Board and Individual Directors.

In line with SEBI Circular No. SEBI/HO/CFD/CMD/
CIR/P/2017/004, dated January 05, 2017, the Company
has adopted the criteria recommended by the SEBI. The
Directors were given Six Forms for evaluation of the
following:

a. Evaluation of the Board;

b. Evaluation of Committees of the Board;

c. Evaluation of Independent Directors;

d. Evaluation of Chairperson;

e. Evaluation of Non-Executive and Non-Independent
Directors; and

f. Evaluation of Managing Director.

The Directors were requested to give following ratings for
each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

A report on the above evaluation has been prepared and
submitted to the Chairman with feedback for continuous
improvement.

In a separate meeting held on May 30, 2026, the
Independent Directors evaluated the performance of
Non-Independent Directors and performance of the Board
as a whole. They also evaluated the performance of the
Chairman taking into account the views of Executive
Director and Non-Executive Directors. The NRC reviewed
the performance of the Board, its Committees and of
the Directors. The same was discussed in the Board
Meeting that followed the meeting of the Independent
Directors and NRC, at which the feedback received from
the Directors on the performance of the Board and its
Committees were also discussed.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS
AND SENIOR MANAGEMENT PERSONNEL

The Directors and members of Senior Management have
affirmed compliance with the Code of Conduct for Board
of Directors and Senior Management Personnel of the
Company. A declaration to this effect has been signed
by the Chairman & Managing Director forms part of the
Annual Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (‘Rules’) are enclosed
as ‘Annexure B' to this Report.

The statement containing particulars of employees as
required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Rules does not form part of this Report
however the same shall be kept open for inspection
in terms of Section 136 of the Act and any member can
obtain a copy of the said statement by writing an email
to the Company Secretary atinvestors@vishnuchemicals.
com

INTERNAL FINANCIAL CONTROLS

Internal financial control systems of the Company
are commensurate with its size and the nature of its
operations. These have been designed to provide
reasonable assurance with regard to recording and
providing reliable financial and operational information,
complying with applicable accounting standards and

relevant statutes, safeguarding assets from unauthorised
use, executing transactions with proper authorization and
ensuring compliance of corporate policies. The Company
has a well-defined delegation of authority with specified
limits for approval of expenditure, both capital and
revenue. The Company uses an established SAP system
to record day-to-day transactions for accounting and
financial reporting.

The Audit Committee deliberated with the members of
the management, considered the systems as laid down
and met the internal auditors and statutory auditors to
ascertain, their views on the internal financial control
systems. The Audit Committee satisfied itself as to the
adequacy and effectiveness of the internal financial
control system as laid down and kept the Board of
Directors informed. However, the Company recognizes
that no matter how the internal control framework is, it
has inherent limitations and accordingly, periodic audits
and reviews ensure that such systems are updated on
regular intervals.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls
and compliance systems established and maintained by
the Company, work performed by the internal, statutory,
cost and secretarial auditors and external consultant(s),
including audit of internal financial controls over financial
reporting and the reviews performed by the Management
and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company’s
internal financial controls were adequate and effective
during 2025-26.

Accordingly, pursuant to Section 134(5) of the Act, the
Board of Directors, to the best of their knowledge and
ability, confirm that for the year ended March 31, 2026:

a. in the preparation of the annual accounts, the
applicable accounting standards have been followed
and that there are no material departures;

b. they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;

c. they have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and

for preventing and detecting fraud and other
irregularities;

d. they have prepared the annual accounts on a going
concern basis;

e. they have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

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

AUDITORSi. Statutory Audit

M/s. Jampani & Associates, Chartered Accountants
(FRN - 016581S), Hyderabad were re-appointed as
the Statutory Auditors of the Company for a second
term of five (5) consecutive years at the 28^th Annual
General Meeting (AGM) of the Company, to hold
office from the conclusion of the said AGM until the
conclusion of the 33^rd AGM of the Company to be
held in the year 2026. Accordingly, their present term
will conclude upon the conclusion of the ensuing 33^rd
AGM.

Further, the report of the Statutory Auditors along
with notes to accounts is a part of the Annual Report.
There has been no other qualification, reservation,
adverse remark or disclaimer given by the Auditors
in their Report except below:

Based on the recommendation of the Audit
Committee, the Board of Directors at its meeting held
on May 30, 2026 has approved the appointment of
M/s.M. Anandam & Co, Chartered Accountants, as
the Statutory Auditors of the Company for a first
term of five (5) consecutive years, to hold office from
the conclusion of the ensuing 33^rd AGM until the
conclusion of the 38^th AGM of the Company, subject
to the approval of the shareholders at the ensuing
AGM, in accordance with the provisions of the
Companies Act, 2013 and the rules made thereunder.

The Board recommends the Special Resolution set
out at Item No 4 of the Notice for approval of the
Members.

ii. Cost Auditors

As per Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014,

the Company is required to prepare, maintain as well
as get its cost records audited by a Cost Accountant
and accordingly such cost accounts and records are
being maintained by the Company.

The Board on the recommendation of the Audit
Committee has appointed M/s. Sagar & Associates,
Cost Accountants (FRN: 000118) as the Cost Auditors
of the Company under Section 148 and all other
applicable provisions of the Act to conduct the audit
of the cost records of the Company for the 2026-27.

M/s. Sagar & Associates, Cost Accountants
(FRN: 000118) have confirmed that they are free from
disqualification specified under Section 141(3) and
proviso to Section 148(3) read with Section 141(4)
of the Act and that the appointment meets the
requirements of Section 141(3)(g) of the Act. They
have further confirmed their independent status and
an arm’s length relationship with the Company.

In terms of the provisions of Section 148(3) of the
Companies Act, 2013 read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, (as
amended from time to time), the remuneration
payable to the Cost Auditors is required to be placed
before the Members in a General Meeting for their
ratification. Accordingly, a resolution for seeking
Members’ ratification for the remuneration payable
to M/s. Sagar & Associates, Cost Accountants
(FRN: 000118) is included at Item No. 6 of the Notice
convening the AGM.

iii. Secretarial Audit

Pursuant to the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024
and 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 in their meeting held on
May 15, 2025 have appointed M/s L.D.Reddy & Co,
Company Secretaries, Hyderabad to undertake the
Secretarial Audit of the Company for a period of one
term of five consecutive years.

The Secretarial Audit Report of 2025-26 is annexed
herewith as ‘Annexure C'.

Auditor’s observation:

During the financial year under review, there was
delay in compliance with the provisions of Regulation
21(2) of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements)
Regulations, 2015 relating to the composition of the
Risk Management Committee during the period from
May 15, 2025 to February 17, 2026.

Subsequently, the Company re-constituted the Risk
Management Committee with effect from February
18, 2026 and complied with the requirements of
Regulation 21(2) of the SEBI (LODR) Regulations,
2015.

Management Reply:

The Risk Management Committee was reconstituted
w.e.f. February 18, 2026.

During the year, the Company has complied with
the applicable corporate governance requirements
as prescribed under Regulation 24 of Listing
Regulations with respect to its subsidiaries and
Secretarial Audit for its material subsidiary viz. VBPL
was carried out by M/s. L.D Reddy & Co., Company
Secretaries, Hyderabad in terms of Regulation 24A
of the Listing Regulations and a copy of the report is
annexed to this Board Report as ‘Annexure D'. The
Secretarial Audit Report of VBPL does not contain
any qualification, reservation, adverse remark or
disclaimer.

SECRETARIAL STANDARDS

The Board has devised proper systems and processes for
complying with the requirements of applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India (ICSI) and that such systems were adequate and
operating effectively.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is annexed herewith as ‘Annexure E'.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All related party transactions that were entered into
during the financial year were on an arm’s length basis
and were in the ordinary course of business. There are no
materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have
a potential conflict with the interest of the Company at
large. All the transactions with related parties were

approved by the Audit Committee and the Board, as
may be applicable; and the same are reviewed by the
Audit Committee on quarterly basis. Also prior omnibus
approval of the Audit Committee is obtained for related
party transactions which are of repetitive in nature
entered in ordinary course of business and on arm’s length
basis. The transactions entered into pursuant to the
omnibus approval are reviewed by the Audit Committee
on quarterly basis.

The Company has developed a Policy on Related Party
Transactions for the purpose of identification and
monitoring of such transactions. The policy on Related
Party Transactions as approved by the Board is uploaded
on the website of the Company and the web link is https://
www.vishnuchemicals.com/investors/#Policies.

The particulars of contracts or arrangements with related
parties referred to in sub section (1) of Section 188 entered
by the Company during the Financial Year ended March
31, 2026 is annexed to this Board’s Report in prescribed
Form AOC-2 as ‘Annexure F'.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The brief outline of the Corporate Social Responsibility
(CSR) policy of the Company, details regarding CSR
Committee and the initiatives undertaken by the Company
on CSR activities during the year are set out in ‘Annexure
G' of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. CSR
Policy is available on the Company’s website on https://
www.vishnuchemicals.com/investors/#Policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In terms of the requirements of the Companies Act, 2013
and Regulation 22 of the Listing Regulations, the Company
has a vigil mechanism to deal with instances of fraud and
mismanagement, if any, including reporting instances
of leak of UPSI or suspected leak of UPSI by employees,
anti-bribery & anti-corruption and taking appropriate
actions on such reporting. The Audit Committee reviews
the functioning of the vigil / whistle blower mechanism
from time to time. There were no allegations / disclosures
/ concerns received during the year under review in terms
of the vigil mechanism established by the Company.
The details of the vigil mechanism are displayed on the
website of the Company https ://www.vishnuchemicals.
com/investors/#Policies

PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended, the Company has
adopted the Code of Internal Procedures and Conduct

for Regulating, Monitoring and Reporting of Trading
by Designated Persons and their Immediate Relatives
along with Code of Fair Disclosures and a copy of the
same are available on company’s website https ://www.
vishnuchemicals.com/investors/#Policies.

ENVIRONMENT, HEALTH AND SAFETY

The Company recognizes the critical importance of
protecting the Earth, preserving finite natural resources,
and safeguarding the health and well-being of all
individuals, particularly its employees and workers.

Committed to excellence in safety, health, and
environmental stewardship, the Company integrates
these principles into every aspect of its operations.
Responsible practices with a strong emphasis on safety,
health, and environmental sustainability are embedded in
the Company’s core values.

Aligned with the ‘Go Green’ philosophy, the Company
continually adopts innovative techniques to minimize
environmental impact. Multiple projects have been
implemented to incorporate alternative energy sources
wherever feasible.

Sustainability is not merely a concept at VCL; it is a
fundamental guiding principle. VCL is dedicated to
advancing the Circular Economy and creating Societal
Value through innovation, collaboration, and community
engagement.

Our goal is to cultivate a mature and sustainable
safety culture that enhances productivity, strengthens
operational discipline, and drives highly competitive
organic growth.

Occupational health remains a cornerstone of VCL’s
safety initiatives. A range of health programs has been
introduced across all sites and locations, including
dedicated activities on global health days.

Furthermore, process safety is an integral part of our
mission, ensuring the highest standards of operational
efficiency, reliability, and risk management.

PREVENTION OF SEXUAL HARASSMENT (‘POSH')

In order to comply with provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, the
Company has formulated and implemented a policy on
prevention, prohibition and redressal of complaints related
to sexual harassment of women at the workplace. All
women employees permanent, temporary or contractual
are covered under the above policy. The said policy has

been circulated to all employees by hosting on notice
board and a copy of the same has been uploaded on the
website of the Company.

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

The Company has in place an Internal Complaint
Committee (ICC) in compliance with the provisions of
Sexual Harrassement of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

During the year under review:

No complaints received : Nil

No of Complaints disposed of: Nil

No of cases pending for more than 90 days: Nil

The Company is committed to providing a safe and
respectful work environment for all its employees, and
necessary awareness programs are conducted from time
to time.

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT,
1961

The Company has complied with the applicable provisions
of the Maternity Benefit Act, 1961. All eligible women
employees have been extended the benefits as prescribed
under the Act. The Company remains committed to
supporting working mothers and promoting a gender
inclusive workspace.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March, 31 2026 is available
on the Company’s website on www.vishnuchemicals.com

CORPORATE GOVERNANCE

A detailed report on Corporate Governance forms part of
this Report as ‘Annexure H'. The Secretarial Auditors of
the Company have examined the Company’s compliance
and have certified the same as required under the Listing
Regulations. A copy of the certificate on corporate
governance is reproduced in this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The ‘Business Responsibility and Sustainability
Report’ (BRSR) of your Company for the year ended
March 31, 2026 forms part of this Annual Report as
required under Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 as ‘Annexure I'.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS
TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

As per section 124 of the Companies Act, 2013 read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 and
subsequent amendments thereto ("the Rules”), all shares
in respect of which dividends has not been paid or claimed
for seven consecutive years or more shall be transferred to
Investor Education and Protection Fund (IEPF).

In line with the aforesaid provisions, during the year,
unclaimed dividend declared for the 2018-19 along with
the underlying shares on which dividend has not been
claimed for seven consecutive years will be transferred
to IEPF.

The procedure for claiming such unclaimed dividend/
shares from IEPF has been made available on website of
the Company

https://vishnuchemicals.com/wp-content/

uploads/2026/03/IEPF-Claim-Procedure-VCL_

dt_18.03.2026_Final.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

During the year under review, there were no significant
material orders passed by the Regulators / Courts which
would impact the going concern status of the Company
and its future operations.

INSOLVENCY AND BANKRUPTCY

The Company has neither made any applications nor
there are any proceedings pending under the Insolvency
and Bankruptcy Code, 2016 during the year under review.

DISCLOSURE OF FRAUDS IN THE BOARDS' REPORT UNDER SECTION 143 OF THE COMPANIES ACT, 2013

During the year under review, the auditors have not reported any frauds to the audit committee or the Board.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE 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

The Company has not done any one time settlement during the year under review.

ACKNOWLEDGEMENTS

The Board of Directors wishes to express its sincere appreciation for the unwavering support and collaboration of financial
institutions, banks, customers, suppliers, government authorities, and all other stakeholders. The Directors also extend
their gratitude to the Company’s employees for their dedication and commitment, which continue to be instrumental in
the organisation’s success.

For and on behalf of the Board of Directors

Sd/- Sd/-

Ch. Krishna Murthy Ch. ManjulaPlace: Hyderabad Chairman & Managing Director DirectorDate: May 30, 2026 DIN: 00030274 DIN: 01546339