Your directors are pleased to present herewith the 53^rd Annual Report of your Company along with the Audited Standalone
and Consolidated Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

The financial highlights for the financial year under review compared to the previous financial year are given
herein below:

2. OPERATIONS

During the financial year under review, the Company
earned total revenue of C16,314.30 Lakh (previous
year C15099.30 Lakh) and Net Profit after Tax of
C444.62 Lakh (previous year C334.44 Lakh) on
Standalone basis.

There was no operational inefficiency during the
financial year 2024-25 rather sale was in line with
previous year financial year 2023-24.

The Company has earned consolidated revenue of
C16,614.30 Lakh (previous year C15099.30 Lakh) and
consolidated Net Profit after Tax of C442.53 Lakh
(previous year C334.03 Lakh), during the financial year
under review.

3. CHANGE IN THE NATURE OF THE BUSINESS
OF THE COMPANY

There was no change in the nature of business of the
Company during the financial year under review.

4. DIVIDEND AND RESERVES

Your directors have pleasure in recommending
payment of dividend @ C0.80/- (Eighty paise only)
being 8% per share on Equity Share of C10/- for the
financial year ended 31^st March, 2025. The dividend,
if approved, will be paid to those members whose
names shall appear on the Register of Members / List
of Beneficiaries as on Tuesday, 23^rd September, 2025.

During the financial year, the Company has not
transferred any amount to the General Reserve.

5. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE
OF THE REPORT

There have been no material changes and
commitments affecting the financial position of the
Company between the end of the financial year to
which the financial statements relate and upto the
date of this report.

6. SHARE CAPITAL

As on 31^st March, 2025, the Authorized Share Capital
of the Company was C20,00,00,000/- (Rupees Twenty
Crore only) divided into 2,00,00,000 Equity Shares of
C10/- each.

On 8^th April, 2025, the Company has allotted 44,37,291
shares pursuant to rights issue in the ratio of 1:3 i.e 1
(One) equity shares shall be offered, for every 3 (Three)
equity shares held as on 10^th March, 2025 at C46/- per
equity shares of face value of C10/- each (including
premium of C36/-).

7. INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Pursuant to the provisions of Section 125 of the
Companies Act, 2013 read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
('the Rules'), all unpaid/ unclaimed dividends are
required to be transferred by the Company to the
IEPF established by the Government of India after the
completion of seven years. Further, according to the
said Rules, the shares on which dividend remained
unpaid or unclaimed by the shareholders for seven
consecutive years or more shall also be transferred to
the demat account of the IEPF Authority. Accordingly,
during the financial year 2024-25, the Company
transferred 6,353 Equity Shares to the demat account
of the IEPF Authority as required under the IEPF Rules
for the dividend remained unclaimed / unpaid upto
the financial years 2016-17.

In terms of the provisions of Section 125 of the
Companies Act, 2013 and the said Rules, during the
financial year 2024-25, an amount of C2,24,743/-
being remained unpaid / unclaimed dividend for the
financial year 2016-17 was transferred to the IEPF.

Further, the unpaid/unclaimed dividend amount lying
with the Company for financial year 2017-18 is due for
transfer to the IEPF in the month of December, 2025.
The details of the same are available on the Company's
website viz. www.vipulorganics.com.

Ms. Priya Shadija, Company Secretary and Compliance
Officer of the Company was appointed as Nodal
Officer to ensure compliance with the IEPF Rules on 2^nd
December, 2023. Upon resignation of Mr. Dheerendra
Verma w.e.f. 14^th August, 2023, Ms. Priya Shadija,
Company Secretary and Compliance Officer of the
Company was appointed as Nodal Officer to ensure
compliance with the IEPF Rules w.e.f. 2^nd December,
2023 till 12^th July, 2025.

8. DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP)

As on 31^st March, 2025, the Board comprised of six
directors including one independent women director.
The Board has an appropriate mix of Executive, Non¬
Executive and Independent Directors, which is in
compliance with the requirements of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and is
also aligned with the best practices of Corporate
Governance.

I. Retirement by Rotation

In accordance with the provisions of Section
152(6) of the Companies Act, 2013 read with
Companies (Management & Administration)
Rules, 2014 and Articles of Association of the
Company, Mr. Shiv Nath Sahai (DIN: 00332652),
Director of the Company, retires by rotation
at the ensuing Annual General Meeting of the
Company and being eligible, has offered himself
for re-appointment and your Board recommends
his re-appointment.

II. Appointment and re-appointment

Mr. Mihir Shah (DIN : 05125126), who retired by
rotation at previous 52^nd Annual General Meeting
held on 30^th September, 2024, was reappointed
as director of the Company in terms of provisions
of Section 152(6) of the Act.

Brief resume of directors proposed to be re¬
appointed / remuneration to be approved as
stipulated under Regulation 36(3) of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 and Secretarial Standard
- 2 (SS-2) issued by the Institute of Company
Secretaries of India (ICSI), are provided in Notice
of 53^rd Annual General Meeting of the Company.

III. Cessation

Ms. Priya Shadija, Company Secretary and
Compliance Officer of the Company resigned
from the services of the Company w.e.f. closing
working hours of 12^th July, 2025. The Board noted
the same.

IV. Declaration from Independent Directors

The Company has received declaration from

all the Independent Directors of the Company
confirming that they meet the criteria of
independence as prescribed both under
Section 149(6) of the Companies Act, 2013
and Regulation 16(1 )(b) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 and pursuant to Regulation 25
of the said Regulations 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.

The Independent Directors have also confirmed
that they have complied with Schedule IV of the
Act and the Company's Code of Conduct.

Further, the Independent Directors have also
submitted their declaration in compliance
with the provision of Rule 6(3) of Companies
(Appointment and Qualification of Directors)
Rules, 2014, which mandated the inclusion
of Independent Director's name in the data
bank of Indian Institute of Corporate Affairs
("IICA") till they continue to hold the office of an
independent director.

None of the directors of your Company are
disqualified under the provisions of Section
164(2) of the Companies Act, 2013. Your directors
have made necessary disclosures, as required
under various provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

In opinion of the Board, all the independent
directors are persons of integrity and possess
relevant expertise and experience.

V. Annual performance evaluation by the Board
The Board has devised a policy pursuant
to the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, for
performance evaluation of the chairman, board,
individual directors (including independent
directors) and committees which includes
criteria for performance evaluation of non¬
executive directors and executive directors.

The Nomination and Remuneration Committee
of the Company has specified the manner of
effective evaluation of the performance of
Board, its committees and individual directors
of the Company and has authorized the Board to
carry out their evaluation. Based on the manner
specified by the Nomination and Remuneration
Committee, the Board has devised questionnaire
to evaluate the performances of each of executive
and non-executive and independent director.
Such questions are prepared considering the
business of the Company and the expectations
that the Board has from each of the directors.

The evaluation framework for assessing the
performance of directors comprises of the
following key areas:

i. Attendance at Board and Committee
meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding
future growth of Company and its
performance; and

iv. Providing perspectives and feedback
going beyond information provided by the
management.

The details of the programs for familiarization of
Independent Directors with the Company, their
roles, rights, responsibilities in the Company,
nature of the industry in which the Company
operates, business model of the Company and
related matters are put up on the website of the
Company at the link: www.vipulorganics.com.

During the financial year under review, a separate
meeting of the Independent Directors of the
Company was held on 12^th February, 2025 for
evaluation of performance of non-independent
directors and the Board as a whole.

VI. Key Managerial Personnel (KMP):

During the financial year under review the following persons acted as Key Managerial Personnel of the Company
in compliance with the provisions of Section 203 of the Companies Act, 2013:

9. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and
decide on Company's business, policies and strategies.
A tentative annual calendar of the Board and
Committee meetings is informed to the directors in
advance to facilitate them to plan their schedule and
to ensure meaningful participation in the meetings.
However, in case of special and urgent business
need, the directors' approval is also taken by passing
resolutions through circulation, as permitted by law,
which is noted in the subsequent Board meeting.

The notice of Board and Committee meetings is
given well in advance to all the directors of the
Company. Meetings of the Board are held in Mumbai,
Maharashtra. The agenda of the Board / Committee
meetings is circulated 7 days prior to the date of the

meeting. The agenda for the Board and Committee
meetings includes detailed notes on the items to be
discussed at the meeting to enable the directors to
take informed decisions.

The Board met 6 (Six) times during the financial year
under review as per details given in the Report on
Corporate Governance which forms part of this Report.
The intervening gap between the two consecutive
meetings was within the period prescribed under the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

10. COMMITTEES OF THE BOARD

In accordance with the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
constituted three committees of the Board, namely:

1. Audit Committee;

2. Stakeholders' Relationship Committee; and

3. Nomination and Remuneration Committee.

Details of all the Committees along with their terms
of reference, composition, changes, if any and
meetings held during the financial year under review
are provided in the Report on Corporate Governance
forming part of this Report.

11. REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and on recommendation of the
Nomination & Remuneration Committee, the Board
of Directors have adopted a policy for selection and
appointment of Directors, Key Managerial Personnel
('KMPs'), Senior Management Personnel ('SMPs') and
their remuneration including criteria for determining
qualifications, positive attributes, independence of a
director and other related matters.

The Remuneration Policy has been placed on the
website of the Company viz. www.vipulorganics.com.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Your directors to the best of their knowledge and belief
and according to the information and explanations
obtained by them and as required under Section
134(3)(c) read with Section 134(5) of the Companies
Act, 2013, state that:

a. in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanations relating
to material departures, if any;

b. 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 on 31^st March, 2025 and of
the profit of the Company for the financial year
under review;

c. the directors had taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of

the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

d. the directors had prepared the annual accounts
on a going concern basis;

e. 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; and

f. 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.

13. INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate
internal control systems commensurate with the
nature of its business, size and complexity of its
operations. Internal control systems comprising
of policies and procedures are designed to ensure
reliability of financial reporting, compliance with
policies, procedures, applicable laws and regulations
and that all assets and resources are acquired
economically, used efficiently and adequately
protected.

14. DEPOSITS

During the financial year under review, the Company
has not accepted any deposits within the meaning
of Sections 73 and 76 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits)
Rules, 2014.

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

The details of loans or guarantees given and
investments made by the Company falling under
Section 186 of the Companies Act, 2013 are given
under Notes to Accounts on the Financial Statements.

16. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has a Vigil Mechanism / Whistle
Blower Policy to deal with instances of fraud and
mismanagement, if any. The mechanism also provides

for adequate safeguards against victimization of
directors and employees who avail the mechanism
and also provides for direct access to the Chairman of
the Audit Committee in the exceptional cases. The said
policy has been elaborated in the Report on Corporate
Governance and can be accessed on the Company's
website at www.vipulorganics.com.

We affirm that during the financial year 2024-25,
no director or employee was denied access to the
Chairman of the Audit Committee.

17. RISKS AND AREAS OF CONCERN

The Company has laid down a well-defined Risk
Management Policy covering the risk mapping, trend
analysis, risk exposure, potential impact and risk
mitigation process. A detailed exercise is carried out to
identify, evaluate, manage and monitor both business
and non-business risks. The Board periodically reviews
the risks and suggests the steps to be taken to control
and mitigate the same through a properly defined
framework.

18. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE
COMPANIES ACT, 2013

All the transactions with related parties entered into
during the financial year under review were in ordinary
course of business on arm's length basis. No Material
Related Party Transactions were entered into during
the financial year under review by the Company.
Accordingly, the disclosure of material Related Party
Transactions, as required under Section 134(3) of the
Companies Act, 2013, in Form AOC-2 is not applicable.

In accordance with the provisions of Regulation
23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
adopted the policy on Related Party Transactions and
the same is available on the Company's website at
www.vipulorganics.com.

19. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

There was no significant or material order passed by

any Regulator or Court or Tribunal, which impacts the
going concern status of the Company or will have
bearing on Company's operations in the future.

20. ANNUAL RETURN

As required under Section 92(3) read with the
Section 134(3)(a) of the Companies Act, 2013 and the
Companies (Management and Administration) Rules,
2014, the copy of Annual Return as on 31^st March, 2025
will be placed on the website of the Company and
can be accessed at https://www.vipulorganics.com/
annual_report_of_company.htm.

21. STATUTORY AUDITORS

As per provisions of the Section 139 of the Act read with
the Companies (Audit and Auditors) Rules, 2014, the
members of the Company in their 50^th Annual General
Meeting held on 14^th September, 2022 appointed M/s.
J. A. Rajani & Co., Chartered Accountants, Mumbai
(having FRN: 108331W), as Statutory Auditors of the
Company for a term of 5 consecutive years i.e. to hold
office from the conclusion of 50^th Annual General
Meeting till the conclusion of 55^th Annual General
Meeting of the Company to be held for the financial
year ending 31^st March, 2027.

M/s. J. A. Rajani & Co., Chartered Accountants, have
furnished written confirmation to the effect that
they are not disqualified from acting as the Statutory
Auditors of the Company in terms of the provisions of
Sections 139 and 141 of the Act and the Companies
(Audit and Auditors) Rules 2014.

22. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204(1) of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed
M/s. Bhuwnesh Bansal and Associates Company
Secretaries, to undertake Secretarial Audit of
the Company for the financial year 2024-25. The
Secretarial Audit Report is appended as Annexure - I
and forms part of this Report. Management reply to
the comments in secretarial auditor's report is given
elsewhere in this report.

23. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act
read with Companies (Accounts) Rules, 2014, the

Board, on recommendation of the Audit Committee, appointed M/s. Mukund Rohit & Co., Chartered Accountants,
Mumbai, as Internal Auditors of the Company for the financial year 2024-25. The Internal Auditors monitor and evaluate
the effectiveness and adequacy of internal control systems in the Company, its compliances with the operating
systems, accounting procedure and polices at all locations of the Company and reports to the Audit Committee on
quarterly basis.

24. COST AUDITORS AND COST RECORDS

The Company is required to maintain cost records for certain products as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are made
and maintained in the prescribed manner. However, during the financial year under review, the Company was not
required to carry Cost Audit.

25. REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS

The Statutory Auditors have not made any qualifications, observation or adverse remark in their Audit Reports on the
Standalone and Consolidated Financial Statements.

With respect to observation made by the Secretarial Auditors in their report, we would like to state that

Further, none of the Auditors of the Company have reported any fraud as specified under the second proviso of
Section 143(12) of the Act.

26. INFORMATION UNDER THE SEXUAL
HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has complied with the provisions
relating to the constitution of the Internal Committee
as required under Section 4 of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the financial year under
review, there was no complaint filed before the said
Committee and there was no complaint pending at the
beginning or end of the financial year under review.

27. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company has devised proper systems to ensure
compliance with the provisions of all applicable
and mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India and your
directors confirm compliance of the same during the
financial year under review.

28. SUBSIDIARY COMPANY, JOINT VENTURES
AND ASSOCIATE COMPANIES

Shree Ambika Naturals Private Limited is subsidiary
of the Company. The Company had no Joint Venture
or Associate Company during the financial year
under review.

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, a statement containing salient
features of the financial statements of Shree Ambika
Naturals Private Limited, in Form AOC-1, is annexed as
Annexure II and forms part of this Report.

29. CONSOLIDATED AUDITED FINANCIAL
STATEMENTS

Pursuant to the provisions of Sections 129 and 133 of
the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 and as required under
Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Company has prepared Consolidated Audited Financial

Statements consolidating financial statements of its
subsidiary company namely "Shree Ambika Naturals
Private Limited" with its financial statements in
accordance with the applicable provisions of Indian
Accounting Standards ("Ind-AS").

The Consolidated Financial Statements along with the
Independent Auditors' Report thereon is annexed and
form part of this Report.

The summarized consolidated financial position is
provided above in point no. 1 of this Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS
AND CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulation 34(3) and
Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
following have been made part of and attached to this
Annual Report:

a. Management Discussion and Analysis Report;

b. Report on Corporate Governance;

c. Declaration on compliance with Code of Conduct;

d. Auditors' certificate regarding compliance with
conditions of Corporate Governance; and

e. Certificate from Practicing Company Secretary
that none of the directors on the Board of the
Company has been debarred or disqualified from
being appointed or continuing as directors of
companies.

31. MANAGERIAL REMUNERATION AND OTHER
DETAILS

Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 are provided in this
Report as Annexure -III and forms part of this Report.

The statement containing particulars of employees as
required under Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is provided in a separate annexure forming part
of this Report. Further in terms of Section 136 of the
Act, the report and accounts are being sent to the
members excluding the aforesaid annexure. The said
annexure is available for inspection at the corporate
office of the Company during the working hours on all
working days and any member interested in obtaining
copy of the same may write to the Company Secretary
and Compliance Officer of the Company and the same
will be furnished on request.

32. CORPORATE SOCIAL RESPONSIBILITY

The details of the initiatives taken by the Company
as per the provisions of Rule 8 of the Companies
(Corporate Social Responsibility) Rules, 2014, as
amended are given in Annexure IV, which forms part
of this Report.

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

Pursuant to the provisions of Section 134 (3)(m) of
the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, details regarding Conservation of Energy,
Technology Absorption, Foreign Exchange earnings
and outgo are given in Annexure V, which forms part
of this Report.

34. LISTING

The Equity shares of the Company continue are listed
on BSE Limited.

35. CREDIT RATINGS

India Ratings and Research Private Limited has reaffirmed the following credit ratings for Company's long term and
short-term instruments:

36. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or proceeding initiated against the Company under
the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year
under review.

37. VALUATION OF ASSETS

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance
taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for
the said purpose.

38. ACKNOWLEDGEMENT

Your directors wish to place on record their deep sense of appreciation for the valuable services and the contribution
made by the Company's employees at all levels for their continual growth and prosperity of the Company. The
industrial relations continued to be cordial during the financial year under review.

The directors also wish to place on record its appreciation for the continued co-operation and assistance received
by the Company from its Customers, Vendors, Shareholders, Financial Institutions, Bankers, Business Associates &
Government Authorities during the financial year under review.

For and on behalf of the Board of Directors
of Vipul Organics Limited

Vipul P. Shah Mihir V. Shah

Managing Director Whole Time Director & CFO

DIN: 00181636 DIN: 05126125

Place: Mumbai

Date: 5^th September, 2025