Vinyl Chemicals (I) Ltd

Your Directors present the Thirty Ninth Annual Report and the Audited Financial Statements for the year ended 31^st March, 2025.

Financial Results:

(Rs in Lakhs)

# relates to Dividend for F.Y. 2023-2024 @ relates to Dividend for F.Y. 2022-2023 $ it is proposed not to transfer any amount to the General Reserve

Dividend:

Out of Current Year's profit, the Directors recommend payment of a Dividend of Rs 7 per equity share of Rs 1 (previous year Rs 6.75 per equity share) aggregating to Rs 12,83,59,777 (Previous Year Rs 12,37,75,499) on 1,83,37,111 equity shares of Rs 1 each. Dividend is subject to approval of Members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source, as applicable.

Performance: a. The Company's current business is in Chemicals which is trading mainly in Vinyl Acetate Monomer. b. During the year, the sales turnover from Trading activity was Rs 59,687 lakhs as against Rs 57,026 lakhs in the previous year. c. During the year, the Company earned Net Profit ofRs 2,233 lakhs as against Rs 2,185 lakhs in the previous year.

Outlook:

The Company expects to perform reasonably well subject to prevailing market conditions and fluctuations in the exchange rate.

Directors and Key Managerial Personnel:

In accordance with the provisions of the Companies Act 2013 (the Act) and Articles of Association of the Company, Shri A.B. Parekh, a Director of the Company, retires by rotation and being eligible, offers himself for re-appointment. Shri P.C. Patel, who had been serving as Company Secretary since 1986, relinquished his position with effect from 4^th November, 2024. The Board placed on record its sincere appreciation for the valuable services rendered by him during his tenure. The Board appointed Ms. Aarti Falorh as Company Secretary and Compliance Officer with effect from 4^th November, 2024.

Shri Mahendra Gayatonde, Chief Financial Officer (CFO) retired from the services on 30^th October, 2024 due to superannuation. The Board placed on record its sincere appreciation for the valuable services rendered by him. The Board appointed Shri Sayantan Mallick, Chartered Accountant, as CFO with effect from 4^th November, 2024.

None of the Directors of the Company are disqualified for being appointed as Directors as specified of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Declaration from Independent Directors:

The Company has, inter alia, received declarations from all the Independent Directors confirming that: they meet the criteria of independence as prescribed under the provisions of the Act read with the Rules made thereunder and the Listing Regulations;

they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act and they have registered themselves with the Independent Directors' Database maintained by the Indian Institute of

Corporate Affairs.

Annual Return:

The Annual Return of the Company as on 31^st March, 2025 is available on the website of the Company at www.vinylchemicals.com.

Number of Board Meetings:

During the year, the Board of Directors met 4 times. The details of Board Meetings are given in the Corporate Governance Report section of this Annual Report.

Particulars of Loans, Guarantees or Investments:

Particulars of Loans, Guarantees or Investments under Section 186 of the Act are given in the Notes forming part of the Financial Statements for the year ended 31^st March, 2025.

Related Party Transactions:

All related party transactions that were entered into during the Financial Year were at an arm's length basis and in the ordinary course of business and were placed before the Audit Committee for approval.

Particulars of arrangements with related parties as referred to in Section 188(1) of the Act for the Financial Year 2024-2025 are given in the prescribed Form AOC–2, which is annexed as Annexure 1.

Disclosure of related party transactions with the promoter(s)/promoter group which individually holds 10% or more shareholding of the Company, as per Indian Accounting Standards, are set out in Note No. 35 of the Financial Statements of the Company.

The policy on Related Party Transactions as recommended by the Audit Committee and as approved by the Board is uploaded on the Company's website at https://vinylchemicals.com/pdf/policies/Policy-on-Related-Party-Transaction.pdf.

Risk Management:

The Company has a structured Risk Management Plan. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions.

Corporate Social Responsibility Report and Policy:

The Annual Report on Corporate Social Responsibility (CSR) activities as required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed as Annexure 2. The CSR Policy of the Company and details of projects can be accessed on the Company's website at https://vinylchemicals.com/pdf/policies/remuneration-policy.pdf.

Remuneration Policy:

The Remuneration Policy of the Company is available on the Company's website https://vinylchemicals.com/pdf/ policies/remuneration-policy.pdf. The remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

Committees of the Board:

The following statutory Committees constituted by the Board function according to their respective roles and defined scope: a. Audit Committee b. Nomination and Remuneration Committee c. Corporate Social Responsibility Committee d. Stakeholders Relationship Committee The details of the composition, terms of reference and number of meetings held during the year of the above Committees are given in the Corporate Governance Report section of this Annual Report. All recommendations made by the Audit Committee have been accepted by the Board.

Statutory Auditors:

There are no qualifications, reservations, adverse remarks or disclaimers made in the Auditors' Report on the Financial

Statements of the Company for the Financial Year ended 31^st March, 2025.

During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act. At the 38^th Annual General Meeting of the Company, the Members have appointed M/s. Mehul Gada & Associates, (FRN: 156057W), Chartered Accountants, Mumbai as Statutory Auditors of the Company for a term of five consecutive years upto the conclusion of the 43^rd Annual General Meeting. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

Subsidiaries, Associates and Joint Ventures:

The Company has no Subsidiaries, Associates and Joint Venture Companies.

Vigil Mechanism/Whistle Blower Policy:

The Company has established a Vigil Mechanism and adopted a Whistle Blower Policy for its Directors and employees. The details of the policy are posted on the Company's website at https://vinylchemicals.com/pdf/policies/VCIL-Whistle-Blower-Policy.pdf. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

Secretarial Auditor and Secretarial Audit Report:

In terms of the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and pursuant to the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, the Board recommends to the Members, appointment of M/s. Parikh & Associates, Practicing Company Secretaries (FRN: P1988MH009800) as Secretarial Auditor of the Company for a period of 5 consecutive years commencing from Financial Year 2025-2026 till Financial Year 2029-2030. They have given their consent for appointment as Secretarial Auditor.

The Secretarial Audit Report for the Financial Year 2024-2025 under the Act, read with Rules made thereunder and

Regulation 24A of the Listing Regulations is set out in Annexure 3. There are no qualifications or adverse remarks in their Report.

Deposits:

The Company has not accepted any deposit covered under Chapter V of the Act during the Financial Year 2024-2025.

Internal Financial Controls:

Adequate internal financial control system and checks are in place nature of its business.

The Company has appointed Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements.

Directors' Responsibility Statement:

As required under the provisions of Section 134 of the Act, your Directors state that: in the preparation of the annual accounts, the applicable Accounting Standards have been followed alongwith proper explanations relating to material departures, if any; the Directors 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 as at 31^st March, 2025 and of the profits of the Company for the year ended on that date; the Directors 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; the Directors have prepared the annual accounts on a going concern basis; the Directors 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 the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Corporate Governance:

The Company is committed to good corporate governance practices. Report on Corporate Governance in accordance with Regulation 34 read with Schedule V of the Listing Regulations alongwith Certificate from M/s. Parikh & Associates, Practicing Company Secretaries, is given separately in this Annual Report.TherequisiteCertificatefor no disqualification of Directors received from M/s. Parikh & Associates, Practicing Company Secretaries, is attached to the

Report on Corporate Governance.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review as stipulated under the Listing Regulations is given in a separate section of this Annual Report. For the sake of brevity, the items covered in this Report are not repeated in the Management Discussion and Analysis Report.

Particulars of Employees and related Disclosure:

Disclosure pertaining to remuneration as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 4.

Details of employees remuneration as required under provisions of Section 197 of the Act and Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any modifications thereof) shall be made available on request by any shareholder.

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

The particulars under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, to the extent applicable to the Company, is annexed as Annexure 5.

Annual Evaluation by the Board of its own performance, its Committees and Individual Directors:

The Board of Directors of the Company have carried out evaluation of its own performance, its Committees and individual Directors. The result of the evaluation is satisfactory, adequate and meets with the requirements of the Company. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

Familiarisation Programme:

The Company has put in place a familiarisation programme for all its Directors, including Independent Directors and the same is available on its website at https://vinylchemicals.com/pdf/policies/familiarisation-programme-new.pdf.

During the year under review -

a) The Company has not issued Sweat Equity Shares and Equity Shares with Differential Voting Rights.

b) The Company does not have Employees' Stock Option Scheme. material orders were passed by the Regulators against the Company.

c) No

d) The Company has complied with the provisions relating to formulation of Prevention of Sexual Harassment Policy and constitution of Internal Complaints Committee under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and no complaints were received by the Company during the Financial Year 2024-2025 under the said Act.

e) There have been no material changes and commitments affecting the financial position of the Company after the end of financial year till the date of this Report.

f) The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meetings of Board of Directors and General Meetings.

g) The Central Government has not specified maintenance of cost records under Section 148(1) of the Companies Act, 2013 for the Company.

h) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution. i) There has been no change in the nature of business of the Company.

Appreciation:

The Directors wish to place on record their appreciation of the contribution made by the employees at all levels to the working of the Company. The Directors also wish to place on record their appreciation for the shareholders, customers and banks for their continued support.