Directors Report of Vital Chemtech Ltd.

Mar 31, 2025

Your Directors are pleased to present the 4th Annual Report along with the Audited Financial Statements of your Company for the
financial year ended March 31,2025 (âFY 2024-25/ FY25â).

Financial Highlights:

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant
applicable Accounting Standards (âASâ) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and the provisions of the Companies Act, 2013
(âActâ).

The summarized financial highlight is depicted below:

Particulars	Standalone-Year Ended		Consolidated-Year Ended
Particulars	31/03/2025	31/03/2024	31/03/2025	31/03/2024
Revenue From Operations	12022.87	10,173.26	13,390.37	9,827.38
Other Income	198.86	330.91	207.58	333.21
Total Income	12,221.72	10,504.17	13,597.95	10,160.59
Less: Total Expenses before Depreciation, Finance Cost and Tax	11256.58	9681.64	12,262.19	9807.84
Profit /(Loss) before Depreciation, Finance Cost and Tax	965.15	822.53	1335.76	352.75
Less: Depreciation	208.49	217.55	497.48	263.30
Less: Finance Cost	82.05	113.77	217.40	124.71
Profit /(Loss) Before Tax	674.61	491.21	620.88	(35.26)
Less: Current Tax	180.52	116.49	180.52	116.49
Less: Deferred tax Liability (Asset)	31.31	(27.63)	34.77	(21.52)
Profit /(Loss) after Tax	462.77	402.35	405.59	(130.23)

BUSINESS OVERVIEW & FINANCIAL PERFORMANCE:

Vital Chemtech Limited Company is engaged in the business of manufacturing of Phosphorus Derivatives Products. Your
Company is manufacturer and supplier of Phosphorus base chemicals with highest quality practice and compliant with Highest
Environmental, Health, and Safety (EHS) in chemical industry.

Presently your company manufactures Phosphorus Trichloride (Pcl3), Phosphorus Oxychloride (POCl3), Phosphorus
Pentachloride (PCl5),Phosphorus Pentoxide (P2O5), Poly Phosphoric Acid (PPA) and Phosphorus Pentasulfide (P2S5) for our
customers across segments such as Lifesciences, Crop Care, Specialty Chemicals, Textile Auxillaries, Dyes, Pigments and
Plastic Additives. Our company also does trading of its raw Material.

Standalone Financial performance of the Company

The Total income of your Company for the year ended March 31, 2025 was Rs. 12,221.72 Lakhs as against the total income of Rs.
10,504.17 Lakhs for the previous year ended March 31, 2024. The Total Income of your company was increased by 16.35% over
previous year.

During the year, your Company has earned Net Profit after Tax of Rs. 462.77 Lakhs for the current financial year under review as
compared to Net Profit after Tax of Rs. 402.35 Lakhs in the previous financial year. The profit of your Company increased about
15.02% as compared to previous financial year.

Consolidated Financial Performance of your Company:

The Consolidated Financial Statements presented by your Company include the financial result of Vital Alkoxides Private limited
and Vital Synthesis Limited, Subsidiary Companies of our Company. During the year under review, the Consolidated total
income of your Company was Rs. 13,597.95 Lakhs, the Consolidated Revenue from Operation of the Company was Rs.
10,160.59 Lakh and your Company had a Consolidated Net Profit /(Loss) after Tax of Rs. 405.59 Lakhs for the year ended March
31,2025 as compared to Rs. (130.23) Lakhs during the previous financial year ended March 31,2024.

TRANSFER TO GENERAL RESERVE:

During the FY 2024-25, the Company has transferred Rs 31.80 Lakhs to General Reserves.

DIVIDEND:

To conserve liquidity for future business operations, Your Directors has not recommended any dividend for the Financial Year
ended March 31,2025.

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

During the year under 2024-25, the Company was not required to transfer the equity shares/unclaimed dividend to Investor
Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act, 2013. The following
table gives information relating to outstanding dividend accounts and the dates when due for transfer to IEPF:

Financial year	Date of Declaration	Dividend per	Due Date for transfer	Amount not claimed as
	of Dividend	Share (in Rs.)	to IEPF	on Ma rch 31,2025 (In Rs.)
2023-24	September 27, 2023	0.50	27/10/2030	96480
2024-25	September 30,2024	0.50	30/10/2031	17640

No amount of unclaimed dividend is due for transfer to the Investor Education and Protection Fund administered by the Central
Government pursuant to Section 124 and 125 of the Companies Act, 2013. Further, the Company does not have any unclaimed
shares pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund), Rules, 2016 as
notified from time to time.

CHANGE IN NATURE OF BUSINESS:

During the year under review, your Company has not changed its business or object and continues to be in the same line of
business as per the main object of the Company.

SHARE CAPITAL:

Authorized Capital:

During the year under review, there was no change in the Authorized share capital of your Company.

The Authorized Share Capital of your Company is Rs. 25,00,00,000 /- (Rupees Twenty-Five Crore Only) divided into
2,50,00,000 (Two Crore fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Issued, Subscribed & Paid-Up Capital:

During the year under review, there was no change in the Issued, Subscribed & Paid-Up Capital of your Company.

The Paid-up Capital of the Company is Rs. 23,95,11,000/- (Twenty-Three Crore Ninety-Five Lakh Eleven Thousand Rupees
Only)/- divided into 2,39,51,100 (Two Crore Thirty-Nine Lakh Fifty One Thousand One Hundred only) Equity Shares of Rs. 10/-
(Rupees Ten Only) each.

ALTERATION OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND MEMORANDUM OF
ASSOCIATION:

During the year under review, there were no changes took place in Memorandum of Association and Articles of Association of
your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, your Companyâs Board have 6 (Six) members comprising of Three Executive Directors, and Three
Independent Directors. The details of Board of Directors are as follows:

Name of Director	Category Cum Designation	Initial date of Appointme nt	Date of Appointmen t at cu rrent Term & designation	Total Directo rships in oth er Co.¹	No. of Committee ¹		No. of Shares held as on March 31, 2025
Name of Director	Category Cum Designation	Initial date of Appointme nt	Date of Appointmen t at cu rrent Term & designation	Total Directo rships in oth er Co.¹	in which Director is Members 2	in which Director is Chairman²	No. of Shares held as on March 31, 2025
Mr. Vipul Jatashanker Bhatt	Chairman and Managing Director	25-11-2021	15-02-2022	3	2	-	1,31,98,500
Mr. Jay Vipul Bhatt	Director	25-11-2021	15-02-2022	4	-	-	300
Mrs. Sangeeta Vipul Bhatt	Whole-Time Director	25-11-2021	15-02-2022	2	-	-	43,87,500
Mr. Deepakkumar Kushalchandra Chaubisa	NonÂ¬ Executive Independent Director	03-06-2022	22-08-2022	1	2	-	-
Mr. Ajay Kumar Agrawal	Additional NonÂ¬ Executive Independent Director	29-03-2025	-	-	1	1	-
#Mr. Suneel Mundra	Additional NonÂ¬ Executive Independent Director	29-03-2025	-	-	1	1	-
¹ excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs. ² Committee includes Audit Committee, and Shareholders â Relationship Committee across all Public Companies including our Company.

#After closure of the year Mr. Suneel Mundra, Additional Director (Non-Executive Independent Director) of the Company
resigned w.e.f. 30th May, 2025 on account of personal & unavoidable circumstances and Mr. Vivek Dinesh Nathwani has been
appointed as an Additional Director (Non-Executive Independent Director) of the Company w.e.f. 30th May 2025.

The composition of Board complies with the requirements of the Companies Act, 2013 (âActâ). Further, in pursuance of
Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the
Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their
directorship is within the limits laid down under section 165 of the Companies Act, 2013.

INFORMATION ON DIRECTORATE:

During the financial year under review the below mentioned changes was made in composition of Board of Directors
Appointment/Re-appointment:-

Mr. Ajay Kumar Agrawal has been appointed as an Additional Director (Non-Executive Independent Director) of the Company
w.e.f. 29th March 2025.The Board has recommended his further appointment for a term of Five years w.e.f. 29th March 2025 to
the members of the Company at this ensuing Annual General meeting.

Re-appointment / Change in designation:

The Board of Directors of the Company at its Meeting held on 14th June, 2025, based on the recommendation of the Nomination
and Remuneration Committee, approved the change in the designation of Mrs. Sangeeta Vipul Bhatt from Whole-Time Director
to Non-Executive Director w.e.f. 14th June, 2025 subject to the approval of the Shareholders in the ensuing Annual General
meeting.

Re-appointment of Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your
Company, Mrs. Sangeeta Vipul Bhatt (DIN: 06716704) is liable to retire by rotation at the ensuing AGM and being eligible, offers
herself for reappointment.

The Board recommends the re-appointment of Mrs. Sangeeta Vipul Bhatt (DIN: 06716704) as Director for your approval. Brief
details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of
AGM.

DECLARATION FROM INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and there has been no change in the circumstances which
may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with
Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name
appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

KEY MANAGERIAL PERSONNEL:

As on the date of this report, the following are Key Managerial Personnel (âKMPsâ) of the Company as per Sections 2(51) and
203 ofthe Act:

â¢ Mr. Vipul Bhatt - Chairman and Managing Director

â¢ Mr. Jay Vipul Bhatt- Whole-time director

â¢ Mrs. Sangeeta Vipul Bhatt- Whole-time director

â¢ Ms. Atula Jagdishbhai Patel - Company Secretary & Compliance Officer

During financial year 2024-25, Mr Chinmay Tikendrakumar Chokshi tendered his resignation from the post of Company
Secretary & Compliance Officer with effect from September 30, 2024 and Ms. Atula Jagdishbhai Patel appointed as Company
Secretary & Compliance Officer ofthe Company with effect from October 01,2024.

After closure of the year, Ms. Ketki Ajay Oza has resigned from the Post of Chief Financial Officer of the Company with effect
from July 05, 2025.

BOARD MEETING:

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened,
as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 9 (Nine) times as on, May 21,2024; May 29, 2024; July 12,
2024; September 03, 2024; September 27, 2024; October 01, 2024; November 14, 2024; January 10, 2025 and March 29, 2025
pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings was not more
than 120 days.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	DIN	Designation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Vipul Jatashanker Bhatt	06716658	Chairman and Managing Director	9	9
Mr. Jay Vipul Bhatt	09363173	Whole-Time Director	9	9
Mrs. Sangeeta Vipul Bhatt	06716704	Whole-Time Director	9	9
^AMr. Hetalkumar Jayantilal Shah	07457701	Non-Executive Independent Director	9	9
Mr. Deepakkumar Kushalchandra Chaubisa	09629889	Non-Executive Independent Director	9	9
@Mr. Ajay Kumar Agrawal	05274908	Additional NonÂ¬ Executive Independent Director	1	1
#Mr. Suneel Mundra	06574416	Additional NonÂ¬ Executive Independent Director	1	1

^A Mr. Hetalkumar Jayantilal Shah resigned as Non-Executive Independent Director of the Company w.e.f. March 29, 2025.

@ Mr. Ajay Kumar Agrawal was appointed as an Additional Director (Non-Executive Independent Director) w.e.f. March 29,
2025.

# Mr. Suneel Mundra was appointed as an Additional Director (Non-Executive Independent Director) w.e.f. March 29,
2025.After closure of the year, he resigned w.e.f. 30th May, 2025 on account of personal & unavoidable circumstances.

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

GENERAL MEETING:

During the year under review, the following general meetings were held, the details of which are given as under:

Sr. No.	Type of General Meeting	Date of General Meeting
1.	Annual General Meeting	30-09-2024

Particulars of the Extra-Ordinary General Meeting of the Company held during the year:

There was no Extra Ordinary General Meeting held during the year under consideration.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-
1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code
of Conduct of the Company.

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on date, the Company has 3 (three) NonÂ¬
Promoter & Non-Executive Independent Directors. The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149
(6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data
Bank. In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, and expertise
including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts)
Rules, 2014.

During the year, a separate meeting of Independent Directors was held on January 10, 2025 and March 29, 2025 to review the
performance of Non-Independent Directors and Board as whole and performance of Chairman/Chairperson of the Company
including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

CHANGE IN THE REGISTERED OFFICE:

During the year under review, there was no change of registered office of the Company. The Registered Office of the Company is
situated at B-406, Mondeal Heights, Opp. Karnavati Club, S. G. Highway, Ahmedabad-380015, Gujarat.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors
pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 in the following manners;

â¢ The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria
such as the board composition and structure, effectiveness ofboard processes, information and functioning etc.

â¢ The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of
the criteria such as the composition of committees, effectiveness of committee meetings, etc.

â¢ The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues
to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

â¢ In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of
the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive
directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director
being evaluated.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm
that:

a) In preparation of annual accounts for the year ended March 31,2025, the applicable accounting standards have been followed
and that no material departures have been made from the same;

b) 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 at the end of the financial year and of
the profit or loss ofthe Company for the year;

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 for the year ended March 31,2025 on going concern basis;

e) The Directors had laid down the 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.

COMMITTEES OF BOARD:

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given
hereunder.

Audit Committee:

The Company has formed an Audit Committee in line with the provisions Section 177 of the Companies Act, 2013. Audit
Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial results. Additional
meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee. During the year
under review, the Audit Committee met 5 (Five) times viz. on May 29, 2024; September 03, 2024; September 27, 2024;
November 14, 2024 & January 10, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Name	Category	Designation	Number of Meetings During the Financial Year 2024-25
Name	Category	Designation	Eligible to Attend	Attended
^AMr. Hetalkumar Jayantilal Shah	Non-Executive Independent Director	Chairperson	5	5
Mr. Deepakkumar Kushalchandra Chaubisa	Non-Executive Independent Director	Member	5	5
Mr. Vipul Jatashanker Bhatt	Chairman and Managing Director	Member	5	5
^AMr. Ajay Kumar Agrawal	Additional Non-Executive Independent Director	Chairperson	-	-

^A Mr. Hetalkumar Jayantilal Shah ceased as Chairperson w.e.f. March 29, 2025 & Mr Ajay Kumar Agrawal was appointed in his
place as Chairperson w.e.f. March 29, 2025.

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever required. Company Secretary and
Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations ofAudit Committee, wherever/whenever given, have been accepted by the Board ofDirectors.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the
employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companyâs Code
of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and
provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the
Audit Committee from time to time. None of the Whistle blowers has been denied access to the Chairman ofthe Audit Committee.
The Whistle Blower Policy of the Company is available on the website of the Company at
https://www.vitalgroup.co.in/investors.html.

B. Stakeholderâs Grievance & Relationship Committee:

The Company has constituted Stakeholderâs Grievance & Relationship Committee mainly to focus on the redressal of
Shareholdersâ / Investorsâ Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; NonÂ¬
receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholderâs Relationship Committee met 4 (Four) times viz. on May 29, 2024; September 03,
2024; November 14, 2024 and March 29, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

	Category	Designation	Number of Meetings During the Financial Year 2024-25
Name	Category	Designation	Eligible to Attend	Attended
^AMr. Hetalkumar Jayantilal Shah	Non-Executive Independent Director	Chairperson	4	4
Mr. Deepakkumar Kushalchandra Chaubisa	Non-Executive Independent Director	Member	4	4
Mr. Vipul Jatashanker Bhatt	Chairman and Managing Director	Member	4	4
^A¹Mr. Suneel Mundra	Additional Non-Executive Independent Director	Chairperson	-	"
*Mr. Vivek Nathwani	Additional Non-Executive Independent Director	Chairperson	-	"

a Mr. Hetalkumar Jayantilal Shah ceased as Chairperson w.e.f. March 29, 2025 & Mr. Suneel Mundra was appointed in his place
as Chairperson w.e.f. March 29, 2025

The Company Secretary of the company acts as secretary for the Committees & was present in meetings of Stakeholderâs
Grievance & Relationship Committee held during the year. All complaints received from shareholders were resolved during the
year.

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies
Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to
become Directors and may be appointed in senior management and recommending their appointments and removal. During the
year under review, the Nomination and Remuneration Committee met 4 (Four) time viz. on May 21, 2024; September 03, 2024;
October 01,2024; and March 29, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Name	Category	Designation	Number During the 21	ot Meetings Financial Year 124-25
Name	Category	Designation	Eligible to Attend	Attended
^AMr. Hetalkumar Jayantilal Shah	Non-Executive Independent Director	Chairperson	4	4
^AMr. Deepakkumar Kushalchandra Chaubisa	Non-Executive Independent Director	Chairperson	4	4
^AMr. Vipul Jatashanker Bhatt	Chairman and Managing Director	Member	4	4
^A*Mr. Suneel Mundra	Non-Executive Independent Director	Member	"
^AMr. Ajay Kumar Agrawal	Additional Non-Executive Independent Director	Member	"
*Mr. Vivek Nathwani	Additional Non-Executive Independent Director	Member

^A Committee was reconstituted w.e.f. March 29, 2025 in which Mr. Hetalkumar Jayantilal Shah ceased as Chairperson and Mr
Deepakkumar Kushalchandra Chaubisa appointed in his place as Chairperson of the committee, Mr. Vipul Jatashanker Bhatt
ceased as member and Mr. Suneel Mundra & Mr. Ajay Kumar Agrawal appointed as member ofthe committee.

* After closure of the year, Mr. Suneel Mundra ceased as member w.e.f. May 30, 2025 & Mr. Vivek Dinesh Nathwani was
appointed in hisplace as member w.e.f. May 30, 2025

Nomination and Remuneration Policy:

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directorsâ appointment and remuneration and other
matters (âRemuneration Policyâ) which is available on the website of your Company at https://www.vitalgroup.co.in/investor-
pdf/Nomination_and_Remuneration_Policy.pdf.

The Remuneration Policy for selection of Directors and determining Directorsâ independence sets out the guiding principles for
the NRC for identifying the persons who are qualified to become the Directors. Your Companyâs Remuneration Policy is directed
towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing
industry practice. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

PUBLIC DEPOSIT:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end
of FY 2024-25 or the previous financial years. Your Company did not accept any deposit during the year under review.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013
are given in the notes to the Financial Statement.

ANNUALRETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with Section 92(3)
of the Act is made available on the website of your Company and can be accessed using the
https://www.vitalgroup.co.in/investors.html.

TRANSACTIONS WITH RELATED PARTIES:

All the Related Party Transactions entered during the financial year were on an Armâs Length basis and in the Ordinary Course of
Business. There are no materially significant Related Party Transactions, i.e exceeding rupees one thousand crore or 10% of the
annual turnover as per the last audited financial statement ,whichever is lower or a transaction involving payments with respect to
brand usage or royalty entered into individually or taken together with previous transactions during the financial year, exceeding
ten percent of the annual turnover of the Company as per the last audited financial statements, made by the Company with
Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the
interest of the Company at large, were entered during the year by your Company.

During FY 2024-25, your Company has not entered into any transactions with related parties which could be considered material
in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of
the Act, in Form AOC 2, is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen
and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit
Committee and the Board of Directors for their review & approval.

The details of the related party transactions for the financial year 2024-25 is given in notes of the financial statements which is part
of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at
https://www.vitalgroup.co.in/investor-pdf/Related_Party_Transaction_Policy.pdf.

PARTICULARS OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies
Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed to this Report as Annexure-B.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2024-25:

Number of compliant received: 0

Number of compliant disposed of: 0

Number of compliant pending more than 90 days: 0

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961:

The Company hereby declares that it has duly complied with all applicable provisions of the Maternity Benefit Act, 1961, during
the Financial Year 2024-25. All eligible women employees have been accorded the statutory benefits as prescribed under the Act,
including but not limited to paid maternity leave, continuity of salary and employment during the period of such leave, and postÂ¬
maternity support measures such as nursing breaks and flexible return-to-work arrangements, wherever applicable. The
Company reaffirms its commitment to maintaining an inclusive and supportive work environment that safeguards the rights and
welfare of its women employees, in consonance with the letter and spirit of the applicable laws.

It is further declared that during the Financial Year 2024-2025, no woman employee of the Company applied for or availed
herself of maternity leave or claimed any benefit under the Maternity Benefit Act, 1961.

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 Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-A
of this report.

SECRETARIAL STANDARDS OF ICSI:

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and
Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and
risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance
actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed
exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and
protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports
are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate
with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or
weakness in the Companyâs internal controls over financial reporting was observed.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust
of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably.
Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in
international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all
our business decisions.

As our company has been listed on SME Platform of NSE Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in
regulation 17 to 27 and Clause (b) to (i) and (t) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not
applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are
committed for the best corporate governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review the provision of section 135 of Companies Act, 2013 for implementing Corporate Social
Responsibility Policy, constituting committee and expenditure thereof is not applicable to the company as the company is not
meeting with the criteria of net worth, turnover or net profits mentioned therein.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a
review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented
in a separate section forming part of this Annual Report as Annexure -D.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, Abhishek Kumar &
Associates, Chartered Accountant, (FRN: 130052W), were appointed as Statutory Auditor for a term of 5 years in the 1st Annual
general meeting of the Members of the Company held on August 22, 2022.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold
office as Statutory Auditors ofyour Company.

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their
reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements
referred in the Auditorsâ Report are self-explanatory. The Notes to the financial statements referred in the Auditorsâ Report are
self-explanatory.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, your Company has appointed M/s. SCS and Co. LLP, Practicing Company Secretary, Ahmedabad to
conduct the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report is annexed herewith as
Annexure - E to this Report.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their Report except as
stated below.

Sr.

No.

Compliance
Requirement
(Regulations/
circulars /
guidelines including
specific clause)

Deviations

Observations/ Remarks of the
Practicing Company
Secretary

Reply by Management

Disclosure under
Regulations 30 of
Securities and
Exchange Board of
India (LODR)
Regulations, 2015
and as per SEBI
Circular no.
SEBLHO/CFD/CFD-
PoD-

l/P/CIR/2023/123
dated July 13, 2023

Delay disclosures
under Regulations 30
Securities and
Exchange Board of
India (LODR)
Regulations, 2015 and
as per SEBI Circular
no.

SEBI/HO/CFD/CFD-
PoD-l/P/CIR/2023/123
dated July 13, 2023.

The filing relating to the
below mentioned
announcement under
Regulation 30 of LODR
regulations were filed
delayed: -

1. Subsidiary company
named Vital Alkoxides
Private Limited has
received Provisional
Consent Order from
Gujarat Pollution Control
Board, which provides
Consolidated consent and
authorization (CC&A)
via Consent No. AWH-
134837 under Water
(Prevention and Control
of Pollution) Act-1974,
Air (Prevention and
Control of Pollution) Act-
198 land Hazardous
Waste (Management,
Handling and
Transboundary
Movement) Rulesâ2008
granted on June 07, 2024
but submitted with a
delay of seven days, on
June 14, 2024.

The delay was inadvertent and
occurred due to the late
communication received from
the concerned official of the
Government authority
regarding the issuance of the
certificate. As a result, the
Company was unable to make
the disclosure within the
stipulated timeline.

The Company has taken note of
the lapse and has initiated
appropriate steps to strengthen
its internal processes and
ensure stricter compliance with
the prescribed timelines under
the SEBI Regulations.

Compliance with
Regulation 3(5) &
3(6) SEBI
(Prohibition of
Insider Trading)
Regulations, 2015
w.r.t. maintenance of
UPSI in Structured
Digital Database
(SDD)

Delay by Company in
entering some of UPSI
Sharing Entries in
software (Structured
Digital Database).

Company has maintained
internally Structured Digital
Database in Digital Software
for FY 2024-25 with adequate
internal controls and checks
such as time stamping and
audit trails to ensure nonÂ¬
tampering of the database.
However, few entries in the
SDD software were captured
delayed by the Company.

The delay in submission was
due to administrative oversight
and not intentional. The
concerned designated person
has been advised, and the
company has strengthened its
internal compliance framework
to ensure timely entries going
forward.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of
fraud committed in your Company by Companyâs officers or employees, to the Audit Committee, as required under Section
143(12) ofthe Act.

COST AUDITOR:

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of the Company, in their meeting
held on May 30, 2025, on the recommendation of the Audit Committee, have appointed M/s. R J & Associates, Cost Accountants,
Ahmedabad (Firm Registration No.: 004690) as the Cost Auditor of the Company to audit the cost records of the Company for the
financial year 2025-26. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is
required to be ratified at the ensuing Annual General Meeting.

M/s. R J & Associates, 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 their 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. Further, as per
Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing
Annual General Meeting.

MAINTENANCE OF COST RECORD:

The Company has maintained cost accounts and records in accordance with provisions of Section 148 of the Companies Act,
2013 and rules thereof.

INTERNALAUDITOR:

The company appointed M/s. Ravi V. Patel & Co as Internal Auditor of the company to conduct the Internal Audit of the Company
for the FY 2024-25.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31,2025, the Company has following subsidiaries:

SR.

No.

Name

CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct (âCodeâ) to regulate, monitor and report trading in Companyâs shares by
Companyâs designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by
designated persons while trading/ dealing in Companyâs shares and sharing Unpublished Price Sensitive Information (âUPSIâ).
The Code Covers Companyâs obligation to maintain a digital database, mechanism for prevention of insider trading and handling
of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for
fair disclosure of unpublished price sensitive information which has been made available on the Companyâs website at
https://www.vitalgroup.co.in/investor-pdf/Code_of_Conduct_for_PIT_from_01.04.20192.pdf.

The employees are required to undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen
their awareness

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained
a functional website namely â www.vitalgroup.co.in â containing basic information about the Company.

The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the
designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all
stakeholders of the Company etc.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the Financial year under review, there were No one time settlement of Loans taken from Banks and Financial institutions.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:

During the Financial Year 2024-25, there was no application made and proceeding initiated /pending under the Insolvency and
Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there
is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and
Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent
the transactions took place on those items during the year. Your Directors further 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;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status
and Companyâs operations in future;

(vi) The 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.

ACKNOWLEDGEMENT:

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India,
Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors
thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in
the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the
employees at all levels, to ensure that your Company continues to grow and excel.

Registered office: For and on behalf of Board of Directors

B-406, Mondeal Heights, Opp. Karnavati Club, VITAL CHEMTECH LIMITED

S. G. Highway, Ahmedabad- 380015, Gujarat. CIN: L24299GJ2021PLC127538

Sd/- Sd/-

Jay Bhatt Vipul Bhatt

^{Place: Ahmedabad} Whole Time Director Chairman & Managing Director

Date: September 01, 2025 DIN: 09363173 DIN: 06716658

Mr. Suneel Mundra ceased as Chairperson w.e.f. May 30, 2025 & Mr. Vivek Dinesh Nathwani was appointed in his place as
Chairperson w.e.f. May 30, 2025.

Mar 31, 2024

Your Directors are pleased to present the 3rd Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31,2024 ("FY 2023-24/ Fy24").

Financial Highlights:

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Accounting Standards ("AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below: (Amount in Lakhs)
Particulars	Standalone-Year Ended		Consolidated-Year Ended
	31/03/2024	31/03/2023	31/03/2024	31/03/2023
Revenue From Operations	10,173.26	11,674.33	9,827.38	11,674.33
Other Income	330.91	14.20	333.21	14.20
Total Income	10,504.17	11,688.53	10,160.59	11,688.53
Less: Total Expenses before Depreciation, Finance Cost and Tax	9681.64	10195.94	9807.84	10195.94
Profit /(Loss) before Depreciation, Finance Cost and Tax	822.53	1492.59	352.75	1492.59
Less: Depreciation	217.55	231.75	263.30	231.75
Less: Finance Cost	113.77	112.37	124.71	112.37
Profit /(Loss) BeforeTax	491.21	1,148.47	(35.26)	1,148.47
Less: Current Tax	116.49	300.00	116.49	300.00
Less: Deferred tax Liability (Asset)	(27.63)	43.33	(21.52)	43.33
Profit /(Loss) after Tax	402.35	805.14	(130.23)	805.14

BUSINESS OVERVIEW & FINANCIAL PERFORMANCE:

Standalone Financial performance of the Company

The Total income of your Company for the year ended March 31, 2024 was Rs. 10,504.17 Lakh as against the total income of Rs. 11,688.53 Lakh for the previous year ended March 31, 2023. The Total Income of your company was decreased by 10.13% over previous year.

During the year, your Company has earned a Net Profit after Tax of Rs. 402.35 Lakh for the current financial year under review as compared to Net Profit after Tax of Rs. 805.14 Lakh in the previous financial year. The profit of your Company decreased about 50.03% as compared to previous financial year.

Consolidated Financial Performance of your Company:

The Consolidated Financial Statements presented by your Company include the financial result of Vital Alkoxides Private limited and Vital Synthesis Limited, Subsidiary Companies of our Company. During the year under review, the Consolidated total income of your Company was Rs. 10,160.59 Lakh, the Consolidated Revenue from Operation of the Company was Rs. 9,827.38 Lakh and your Company had a Consolidated Net loss afterTax of Rs. 130.23 Lakh for the year ended March 31,2024 as compared to Net Profit afterTax of Rs. 805.14 Lakhs during the previous financial year ended March 31,2023.

Transfer to General Reserve:

During the FY 2023-24, the Company has Rs 396.52 transferred amount in Reserve and Surplus and the Board has propose to transfer any amount to General Reserves

Dividend:

The Board of Directors of the Company, in its Meeting held on Wednesday, May 29, 2024 recommended a final Dividend of Rs

0.50/- (Fifty Paisa only) per equity share, face value Rs 10/- per equity share (i.e. 5% face value) for the financial year ended on March 31,2024. Subject to approval of Members in the ensuing Annual General Meeting.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The dividend, if declared, shall be subject to deduction of income tax at source.Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under 2023-24, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act, 2013. The following table gives information relating to outstanding dividend accounts and the dates when due for transfer to IEPF:

Financial year	Date of Declaration of Dividend	Dividend per Share (in Rs.)	Due Date for transfer to IEPF	Amount not claimed as on March 31,2024 (In Rs.)
2023-24	September 27, 2023	0.50	27/10/2030	96480

No amount of unclaimed dividend is due for transfer to the Investor Education and Protection Fund administered by the Central Government pursuant to Section 124 and 125 of the Companies Act, 2013. Further, the Company does not have any unclaimed shares pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund), Rules, 2016 as notified from time to time.

CHANGE IN NATURE OF BUSINESS:

During the year under review, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

SHARE CAPITAL:

Authorized Capital:

During the year under review, there was no change in the Authorized share capital of your Company.

The Authorized Share Capital of your Company is Rs. 25,00,00,000 /- (Rupees Twenty Five Crore Only) divided into 2,50,00,000 (Two Crore fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Issued, Subscribed & Paid-Up Capital:

During the year under review, there was no change in the Issued, Subscribed & Paid-Up Capital of your Company.

The Paid-up Capital of the Company is Rs. 23,95,11,000/- (Twenty-Three Crore Ninety-Five Lakh Eleven Thousand Rupees Only)/-divided into 2,39,51,100 (Two Crore Thirty Nine Lakh Fifty One Thousand One Hundred only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Utilization of IPO Proceeds:

The Company raised funds of Rs. 64.64 Crores through Initial Public Offering (IPO). The gross proceeds of IPO have been utilized in the manner as proposed in the Offer Document (Prospectus), the details of which are hereunder: (Rs. in Crore)

Sr. No

Original Object

To meet Working Capital Requirements For General Corporate Purpose For Public issue Expenditures

Original Allocation

15.76

3.88

Funds Utilized up to March 31,2024

15.76

3.88

Total

64.64

Further, there is no deviation/variation in the utilization of the gross proceeds raised through IPO.

ALTERATION OF THE ARTICLES OF ASSOCIATION OFTHE COMPANY AND MEMORANDUM OF ASSOCIATION:

During the year under review, there were no changes took place in Memorandum of Association of your Company.

However, in the 2nd Annual General Meeting of our Company held on Wednesday, September 27, 2023 the Articles Of Association Of The Company was altered and below mentioned clauses were altered:-

1. Deletion of Clauses 156, 157 of Common Seal which is reproduced below;

156. Common Seal

The Board shall provide a common seaâ of the Company and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof. The common seal shall be Kept at the Registered Office of the Company and committed to the custody of the Directors.

157. Affixture of Common Seal

The seal shall not be affixed to any instrument except by the authority of a resolution of the Board or Committee and unless the Board otherwise determines, every deed or other instrument to which the seal is required to be affixed shall, unless the same is executed by a duly constituted attorney for the Company, be signed by one Director and the Secretary in whose presence the seal shall have been affixed or such other person as may, from time to time, be authorised by the Board and provided nevertheless that any instrument bearing the seal of the Company issued for valuable consideration shall be binding on the Company notwithstanding any irregularity touching the authority to issue the same provided also the counter signature of the Chairman or the Vice Chairman, which shall be sealed in the presence of any one Director and signed by him on behalf of the Company.

2. Addition of below Sub- clauses under Heading Rights to Dividend:-Rights to Dividend

158 (a) Notwithstanding anything contained in these Articles of the Company, but subject to the provisions of the Act and all other applicable rules of the statutory authorities and the Rules framed by the Board of Directors of the Company in this behalf as amended from time to time by the Board, it shall be open for the Members of the Company who hold the equity shares in the Company to waive/forgo his/their right to receive the dividend (interim or final) by him/them for any financial year which may be declared or recommended respectively by the Board of Directors of the Company. The waiver/forgoing by the Members, his/ their right to receive the dividend (interim or final) by him/them under this Article shall be irrevocable immediately after the record date/book closure date fixed for determining the names of Members entitled for dividend. The Company shall not be entitled to declare or pay and shall not declare or pay dividend on equity shares to such Members who have waived/forgone his/their right to receive the dividend (interim or final) by him/ them under this Article.

158 (b) The Company may pay dividends to the Members other than Members who have waived/ forgone their right, of receiving dividends (including any interim dividend) in respect of any financial year in accordance with the rules framed by the Board of Directors of the Company and amended from time to time by the Board of Directors of the Company, in proportion to the amount paid up or credited as paid up on each share, where a larger amount is paid up or credited as paid up on some shares than on others.

158 (c) No larger dividend shall be declared than is recommended by the Directors but the Company in General Meeting may declare a smaller dividend. No dividend shall be payable except out of the profits of the year or any other undistributed profits of the Company, or otherwise than in accordance with the provisions of the Act and no dividend shall carry interest as against the Company. The declaration of the Directors as to the amount of the net profits of the Company shall be conclusive.

158 (d) Subject to the provisions of the Act, the Directors may, from time to time, pay to the Members other than the Members who have waived/foregone their right of receiving any dividend declared / to be declared by the Company for any financial year, in accordance with Rules framed by the Board and amended from time to time, such interim dividends as in their judgment the position of the Company justifies.

Post Deletion of Article No. 156, subsequent Articles will be renumbered accordingly DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31,2024, your Company''s Board have five members comprising of three Executive Directors, and two Independent Directors.

The details of Board of Directors are as follows:

Name of Director	Category Cum Designation	Initial date of	Date of Appointmen t at current Term & designation	Total Director	No. of Committee 1		No. of Shares
Name of Director	Category Cum Designation	Appointme nt	Date of Appointmen t at current Term & designation	Ships in other Co. 1	in which Director is Chairman2	in which Director is Chairman2	held as on March 31, 2024
Mr. Vipul Jatashanker Bhatt	Chairman and Managing Director	25-11-2021	15-02-2022	3	2	-	1,31,98,500
Mr. Jay Vipul Bhatt	Whole-Time Director	25-11-2021	15-02-2022	4	-	-	300
Mrs. Sangeeta Vipul Bhatt	Whole-Time Director	25-11-2021	15-02-2022	2	-	-	43,87,500
Mr. Hetalkumar Jayantilal Shah	Non-Executive Independent Director	03-06-2022	22-08-2022		2	2
Mr. Deepakkumar Kushalchandra Chaubisa	Non-Executive Independent Director	03-06-2022	22-08-2022	1	2

1 excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs.

2 Committee includes Audit Committee, and Shareholders'' Relationship Committee across all Public Companies including our Company.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations. None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

INFORMATION ON DIRECTORATE:

Board Composition:

There were no Changes in Board Composition during the financial year 2023-24.

DECLARATION FROM INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

KEY MANAGERIAL PERSONNEL:

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

â¢ Mr. Vipul Bhatt - Chairman and Managing Director

â¢ Mrs. Sangeeta Vipul Bhatt- Whole-time director

â¢ Mr. JayVipul Bhatt- Whole-time director

â¢ Ms. Ketki Ajay Oza - Chief Financial Officer

â¢ Mr. Chinmay Tikendrakumar Chokshi - Company Secretary & Compliance Officer

During financial year 2023-24, Mr Utsav Sudhir Trivedi tendered his resignation from the post of Company Secretary & Compliance Officer with effect from February 28, 2024. After closure of the year, Mr. Chinmay Tikendrakumar Chokshi appointed as Company Secretary & Compliance Officer of the Company with effect from May 21,2024.

BOARD MEETING:

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 8 (Eight) times as on, April 03, 2023; May 22, 2023; August 28, 2023; November 08, 2023; December 01,2023; December 14, 2023; December 27, 2023 and March 22, 2024 pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings was not be more than 120 days.

The details of attendance of each Director at the Board Meetings are given below:
Name of Director	DIN	Designation	Number of Board Meetings Eligible to attend	Number of Board Meetings Eligible to attend
Mr. Vipul Jatashanker Bhatt	06716658	Chairman and Managing Director	8	8
Mr. Jay Vipul Bhatt	09363173	Whole-Time Director	8	8
Mrs. Sangeeta Vipul Bhatt	06716704	Whole-Time Director	8	8
Mr. Hetalkumar Jayantilal Shah	07457701	Non-Executive Independent Director	8	8
Mr. Deepakkumar Kushalchandra Chaubisa	09629889	Non-Executive Independent Director	8	8

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

GENERAL MEETING:

During the year under review, the following general meetings were held, the details of which are given as under:
Sr. No	Type of General Meeting	Date of General Meeting
1.	Annual General Meeting	27-09-2023

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has Two Non-Promoter & NonExecutive Independent Directors. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, and expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5) (ilia) of the Companies (Accounts) Rules, 2014.

A separate meeting of Independent Directors was held on March 22, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

CHANGE INTHE REGISTERED OFFICE:

During the year under review, there was no change of registered office of the Company. The Registered Office of the Company is situated at B-406, Mondeal Heights, Opp. Karnavati Club, S. G. Highway, Ahmedabad-380015, Gujarat.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

â¢ The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

â¢ The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

â¢ The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

â¢ In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) 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 at the end of the financial year and of the profit or loss of the Company for the year;

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 for the year ended March 31,2024 on going concern basis;

e) The Directors had laid down the 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.

COMMITTEES OF BOARD:

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee. During the year under review, Audit Committee met 3 (Three) times viz. on May 22, 2023; August 28, 2023 ; November 08, 2023 & March 22, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

Name	Category	Designation	Number of Meetings During	the Financial Year 2023-24
Name	Category	Designation	Eligible to attend	Eligible to attend
Mr. Hetalkumar	Non-Executive	Chairperson	4	4
Jayantilal Shah	Independent Director
Mr. Deepakkumar	Non-Executive	Member	4	4
Kushalchandra Chaubisa	Independent Director
Mr. Vipul Jatashanker	Chairman and Managing	Member	4	4
Bhatt	Director

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever required. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company''s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company.

B. Stakeholder''s Grievance & Relationship Committee:

The Company has constituted Stakeholder''s Grievance & Relationship Committee mainly to focus on the redressal of Shareholders'' / Investors'' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholder''s Relationship Committee met 4 (Four) times viz. on May 22, 2023; August 28, 2023; November 08, 2023 and March 22, 2024

The composition of the Committee and the details of meetings attended by its members are given below:
Name	Category	Designation	Number of Meetings During	the Financial Year 2023-24
	Category		Eligible to	Eligible to
			attend	attend
Mr. Hetalkumar	Non-Executive	Chairperson	4	4
Jayantilal Shah	Independent Director
Mr. Deepakkumar	Non-Executive	Member	4	4
Kushalchandra Chaubisa	Independent Director
Mr. Vipul Jatashanker	Chairman and Managing	Member	4	4
Bhatt	Director

The Company Secretary of the company acts as secretary for the Committees & was present in meetings of Stakeholder''s Grievance & Relationship Committee held during the year.

The complaints received from shareholders were resolved during the year and 1(One) complaint is pending as on March 31, 2024.

C. Nomination and Remuneration Committee:

During the year under review, Nomination and Remuneration Committee met 2 (two) time viz. on August 28, 2023 and March 22, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

Name	Category	Designation	Number of Meetings During	the Financial Year 2023-24
Name	Category	Designation	Eligible to attend	Eligible to attend
Mr. Hetalkumar	Non-Executive	Chairperson	2	2
Jayantilal Shah	Independent Director
Mr. Deepakkumar	Non-Executive	Member	2	2
Kushalchandra Chaubisa	Independent Director
Mr. Vipul Jatashanker	Chairman and Managing	Member	2	2
Bhatt	Director

Nomination and Remuneration Policy:

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors'' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company at https://www.vitalgroup.co.in/investor-pdf/Nomination_and_Remuneration_Policy.pdf.

The Remuneration Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

PUBLIC DEPOSIT:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2023-24 or the previous financial years.Your Company did not accept any deposit during the year under review.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31,2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://www.vitalgroup.co.in/investors.html.

TRANSACTIONSWITH RELATED PARTIES:

All the Related Party Transactions entered during the financial year were on an Armâs Length basis and in the Ordinary Course of Business. There are no materially significant Related PartyTransactions, i.e exceeding rupees one thousand crore or 10% of the annual consolidated turnover as per the last audited financial statement ,whichever is lower or a transaction involving payments with respect to brand usage or royalty entered into individually or taken together with previous transactions during the financial year, exceeding ten percent of the annual consolidated turnover of the Company as per the last audited financial statements, made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company.

During FY 2023-24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their review & approval.

The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.vitalgroup.co.in/investor-pdf/Related_Party_Transaction_Policy.pdf.

PARTICULARS OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-B.

SEXUAL HARASSMENT OFWOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Annual Report 2023-24

During the financial year 2023-24, the Company has received nil complaints on sexual harassment, out of which nil complaints have been disposed off and nil complaints remained pending as of March 31,2024.

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 Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-A of this report.

SECRETARIAL STANDARDS OF ICSI:

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the financial statements

commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on SME Platform of NSE Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) and (t) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The requirement for CSR is applicable to your Company from financial year 2023-24. Pursuant to the provisions of Section 135(9) of the Companies Act, 2013, where the amount to be spent under Corporate Social Responsibility (CSR) by a company does not exceed fifty lakh rupees, the requirement under Section 135(1) for constitution of the Corporate Social Responsibility Committee is not applicable and the functions of such committee provided under Section 135 of the Act, are discharged by the Board of Directors of the Company. Accordingly, the function of CSR Committee is discharged by the Board under the provisions of Section 135(9) of the Act. Further, the Board has approved the Corporate Social Responsibility (CSR) Policy. CSR Policy is available on the website of the Company at www.vitalgroup.co.in CSR Report is part of Annual report as Annexure -E.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report as Annexure -D.

STATUTORY AUDITOR ANDTHEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, Abhishek Kumar & Associates, Chartered Accountant, (FRN: 130052W), were appointed as Statutory Auditor for a term of 5 years in the 1st Annual general meeting of the Members of the Company held on August 22, 2022.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. The Notes to the financial statements referred in the Auditors'' Report are selfexplanatory.

SECRETARIAL AUDITOR ANDTHEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. SCS and Co. LLP, Practicing Company Secretary, Ahmedabad to conduct the Secretarial Audit of the Company for the FinancialYear 2023-24.The Secretarial Audit Report is annexed herewith as Annexure - F to this Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except:-

Company has maintained internally Structured Digital Database in Digital Software: for FY 2023-24 with adequate internal controls and checks such as time stamping and audit trails to ensure non- tampering of the database. However, majority of the entries has been captured delayed by Company in software of SDD (Structured Digital Database).

Reply by Management: Delay was unintentional, to make all compliance within due date, UPSI sharing entries into software got delayed Management of Company will be more alert in making entries of UPSI Sharing into software the same day on which UPSI is shared to any Designated Persons. and Company will arrange sessions to update all the designated Persons with the provisions of the PIT Regulation.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companyâs officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

MAINTENANCE OF COST RECORD:

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of the Company, in their meeting held on May 29, 2024, on the recommendation of the Audit Committee, have appointed M/s. R J & Associates, Cost Accountants, Ahmedabad (Firm Registration No.: 004690) as the Cost Auditor of the Company to audit the cost records of the Company for the financial year 2024-25. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.

M/s. R J & Associates, 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 their appointment meets the requirements of Section 141(3)(g) of the Act. They have further confirmed their independent status and an armâs length relationship with the Company. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.

The Company has maintained cost accounts and records in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof.

INTERNAL AUDITOR

The company appointed M/s. Ravi V. Patel & Co as Internal Auditor of the company to conduct the Internal Audit of the Company for the FY 2023-24.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31,2024, the Company has following subsidiaries:

Sr. No	Name	Category
1.	Vital Alkoxides Private limited	Subsidiary
2.	Vital Synthesis Limited	Subsidiary

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report as per Annexure-C.

CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Companyâs shares by Companyâs designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companyâs shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code Covers Companyâs obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companyâs website at https://www.vitalgroup.co.in/investor-pdf/Code_of_Conduct_for_PIT_from_01.04.20192.pdf.

The employees are required to undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely " www.vitalgroup.co.in " containing basic information about the Company.

The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIALYEAR:

During the Financial Year 2023-24, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further 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.

(I) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

(vi) The 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.

ACKNOWLEDGEMENT:

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company"), along with the audited financial statements, for the financial year ended March 31, 2023.

Financial Highlights: Particulars	Standalone		(Rs. in Lakhs) Consolidated
Financial Highlights: Particulars	2022-2023	2021-2022*	2022-2023	2021-2022*
Revenue From Operations	11674.33	5761.46	11674.33	5761.46
Other Income	14.20	25.51	14.20	25.51
Total Income	11688.53	5786.97	11688.53	5786.97
Less: Total Expenses before Depreciation, Finance Cost and Tax	10195.95	4609.13	10195.95	4609.13
Profit before Depreciation, Finance Cost and Tax	1492.58	1177.84	1492.58	1177.84
Less: Depreciation	231.75	69.61	231.75	69.61
Less: Finance Cost	112.37	48.41	112.37	48.41
Profit Before Tax	1148.46	1059.82	1148.46	1059.82
Less: Current Tax	300.00	270.00	300.00	270.00
Less: Deferred tax Liability (Asset)	43.33	-	43.33	-
Profit after Tax	805.14	789.82	805.14	789.82

* Fi ures provided are for the period starting from 25th November, 2021 to 31st March, 2022. BUSINESS OVERVIEW:

STANDALONE FINANCIAL RESULT:

During the financial year 2022-23 the revenue from operation stood at Rs. 11674.33 Lakhs as compared to Rs. 5761.46 Lakhs during the previous financial year 2021-22. The other income of the Company stood as Rs. 14.20 Lakhs in the financial year 2022-23 as compared to Rs. 25.51 Lakhs in the previous financial year 2021-22.

Further, during the financial year 2022-23, the total expenses have increased to Rs. 10195.95 lakhs from Rs. 4609.13 lakhs in the previous financial year 2021-22. The Net Profit for the financial year 2022-23 stood at Rs. 805.14 Lakhs in comparison to profit of Rs. 789.82 Lakhs in previous year 2021-22.

CONSOLIDATED FINANCIAL RESULT:

During the year under review, the consolidated Revenue of your Company is Rs. 11674.33 Lakhs as compared to Rs. 5761.46 Lakhs in the previous financial year.

Your Company has earned Profit after Tax (PAT) of Rs. 805.14 Lakhs in the year 2022-23 as compared to PAT of Rs. 789.82 Lakhs in the previous financial year.

The Board of Directors is satisfied with the Financial Performance of your Company and assures that all necessary actions will be initiated for increasing the income and profitability of the Company in the years to come.

DIVIDEND:

The Board of Directors of the Company, in its Meeting held on May 22, 2023 recommended a final dividend of Rs 0.50/- (Fifty Paisa only) per equity share, face value Rs 10/- per equity share( i.e 5% face value) for the financial year ended on March 31, 2023. subject to approval of Members in the ensuing Annual General Meeting.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The dividend, if declared, shall be subject to deduction of income tax at source. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

TRANSFER TO GENERAL RESERVE:

The Directors do not propose to transfer any amount to the Reserves. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

SHARE CAPITAL:

The Share Capital of the Company is as follows as on date of this report:

Authorized Capital

*Rs 25,00,00,000 /- divided into 2,50,00,000 Equity Shares of Rs. 10/- each.

Issued, Subscribed and Paid Up Capital

Rs. **23,95,11,000/- divided into 2,39,51,100 Equity Shares of Rs. 10/- each.

CHANGE IN CAPITAL STRUCTURE:

The Authorised Share Capital of the Company has been increased from Rs.14,00,00,000/- (Rupees Fourteen Crores Only) divided into 1,40,00,000 (One Crore Forty lakhs Only) equity Shares of Rs. 10/- each to Rs. 25,00,00,000/- (Twenty five Crores only) divided into 2,50,00,000 (Two Crore Fifty lakh Only) equity shares of Rs. 10/- each via Ordinary resolution passed by the shareholders of the Company on June 02, 2022.

Right issue

1. Board of Directors of your Company, passed a resolution in its board meeting held on May 20, 2022 to offer, issue and allot 3,05,482 Equity Shares of the Company of face value of Rs. 10/- at an issue price of Rs. 100 each including premium of Rs. 90 per share aggregating to Rs. 3,05,48,200 /- (Rupees Three Crores five Lakhs forty eight thousand two hundred only) by way of Right issue to the existing shareholders in the ratio of 1 new Equity Share for each 22 existing Equity Shares. The Board of Directors of your company allotted 3,00,000 Equity Shares of face value of Rs. 10/- at an issue price of Rs. 100 each including premium of Rs. 90 per share on at their the board meeting held on May 28, 2022 pursuant to Right issue.

Bonus Issue

2. In the Extra ordinary General Meeting held on June 02, 2022 on recommendation of Board, the approval of the Members of the Company be and is hereby given for capitalization of amount of Rs. 10,53,09,000/- (Rupees Ten Crore Fifty Three Lakh Nine Thousand Only) out of the Securities Premium account and/or free reserves of the Company, be capitalized for issue and allotment of 1,05,30,900- (One Crore Five Lakhs Thirty Thousand and Nine Hundred Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each as Bonus Equity Share in the proportion of 3 (Three) new Equity Shares of Rs. 10/- (Rupees Ten Only) for each 2 (Two) existing fully paid-up equity share of Rs. 10/- (Rupees Ten Only) each to the existing shareholders of the company.

Further The Board of Directors of your Company, in its Board Meeting held on June 13, 2022, allotted 1,05,30,900 Bonus Equity share to the equity shareholders who holds equity shares of the company as on record off date in ratio of 3 for each 2 equity share held in the company.

Initial Public Offer (IPO)

The Board of Directors of your Company had, in its meeting held on June 28, 2022 accorded to create, offer, issue and allot equity shares of an aggregate number up to and not exceeding 64,00,000 (Sixty four Lakhs Only) Equity Shares at a price as may be decided by the Board of Directors in consultation with Book Running Lead Manager via Initial Public Offer. The Shareholders has accorded their consent for the said issue via Special Resolution passed on June 30, 2022 at their Extra Ordinary General meeting.

The Company applied to National Stock Exchange of India Limited ("NSE") for in-principle approval for listing of its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited has, vide its letter dated September 22, 2022, granted it''s In- Principle Approval to the Company.

The Company had filed Prospectus to the Registrar of the Company, Ahmedabad on November 9, 2022. The Public Issue was opened on October 31, 2022 and closed on November 03, 2022. Anchor Investor Bidding date was October 28, 2022. The Basis of Allotment was finalized by Company, Registrar to the issue and Merchant banker in consultation with the NSE on November 09, 2022. The Company has applied for listing of its equity shares to NSE and it has granted its approval vide its letter dated November 11, 2022. The trading of equity shares of the Company commenced on November 14, 2022 at Emerge Platform of NSE.

Further The Board of Directors of your company had, in its meeting held on November 09, 2022 allotted 6399600 Equity Shares of the Company of face value of Rs. 10/- at an issue price of Rs. 101 each including premium of Rs. 91 per share aggregating to Rs. 64,63,59,600/- (Rupees Sixty four Crores Sixty three Lakhs fifty nine thousand Six hundred only).

UTILISATION OF IPO PROCEEDS:

The Company raised funds of Rs 6,463.60 Lakhs through Initial Public Offering (IPO). The gross proceeds of IPO has been utilized in the manner as proposed in the Offer Document, the details of which are hereunder:

(Rs.in Lakhs)
Sr. No.	Original Object	Original Allocation	Funds Utilized upto March 31, 2023
1.	To meet Working Capital Requirements	4500.00	2000.00
2.	General Corporate Purpose	1575.42	1575.42
3.	Public Issue Expenses	388.18	388.18
	Total	6463.60	3963.60

Further, there is no deviation/variation in the utilization of the gross proceeds raised through IPO. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report, the Board comprises of the following Directors;

Name of Director	Category Cum Designation	Original date of appointment	Total Director Ships in other co.²	No. of Committee ¹in which in which Director is Director is Members Chairman		No. of Shares held as on March 31, 2023
Mr. Vipul Bhatt	Chairman and Managing Director	November 25, 2021	3	3		13198500 Equity Shares
Mrs. Sangeeta Vipul Bhatt	Whole time Director	November 25, 2021	3			4387500 Equity Shares
Mr. Jay Bhatt	Whole time Director	November 25, 2021	4	-	-	300 Equity Shares
Mr. Hetalkumar Jayantilal Shah	Non-Executive Independent Director	June 3, 2022		3	3
Mr. Deepakkumar Kushalchandra Chaubisa	Non-Executive Independent Director	June 3, 2022	1	3

¹ Committee includes Audit Committee and Shareholders'' Grievances & Relationship Committee across all Public Companies including our Company.

² excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

BOARD MEETING:

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 23 (Twenty three) times as on May 7,2022; May 20,2022; May 28, 2022; June 03, 2022; June 13, 2022; June 20, 2022; June 27, 2022; June 28, 2022; July 1, 2022; July 12, 2022, September 15, 2022; October 28, 2022; October 31,2022; November 09, 2022; November 14, 2022; November 21, 2022 November 22, 2022; December 15, 2022; January 12, 2023; January 17, 2023; February 22, 2023; March 13, 2023 and March 30, 2023.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Vipul Bhatt	November 25 2021		23	23
Mrs. Sangeeta Vipul Bhatt	November 25, 2021		23	23
Mr. Jay Bhatt	November 25, 2021		23	23
Mr.Hetalkumar Jayantilal Shah	June 3, 2022		19	19
Mr. Deepakkumar Kushalchandra Chaubisa	June 3, 2022		19	19

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 30, 2023 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

INFORMATION ON DIRECTORATE:

During the year under review, there was following change in constitution of the Board of Directors of the Company.

a) Change in Board Composition

Changes in Board Composition during the financial year 2022-23 and up to the date of this report is furnished below:

i. In the Board Meeting held on June 28, 2022:-

Mr. Vipul Bhatt (DIN:06716658) Managing director of the company has given his consent to elect as chairman of the board of directors of the company w.e.f. June 28, 2022 in accordance with Article No. 182 of the Article of Association of the company. Approval of members was taken in the 1st AGM held on August 22, 2022 for Change in designation of Mr. Vipul Bhatt from Non-Executive Director to Chairman and managing director of the company for a period of five (5) years up to June 27, 2027, liable to retire by rotation.

ii. In the Board Meeting held on June 03, 2022:-

On the recommendation of the Board of Directors, Mr. Hetalkumar Jayantilal Shah (DIN:07457701) and Mr. Deepakkumar Kushalchandra Chaubisa (DIN:09629889) was appointed as an Additional Non-executive Independent Director with effect from June 03, 2022. Approval of members was taken in the 1st AGM held on August 22, 2022 for Regularization cum appointment of Mr. Hetalkumar Jayantilal Shah (DIN:07457701) and Mr. Deepakkumar Kushalchandra Chaubisa (DIN:09629889) as an Independent Director of the Company.

b) Retirement by rotation and subsequent re-appointment.

i. Mr. Jay Bhatt (DIN: 09363173), Wholetime Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 2nd Annual General meeting.

KEY MANAGERIAL PERSONNEL:

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Vipul Bhatt who is acting as Chairman and Managing Director of the Company. Ms. Ketki Ajay Oza and Mr. Utsav Sudhir Trivedi are acting as Chief Financial Officer and Company Secretary respectively.

- Ms. Ketki Ajay Oza was appointed as Chief Financial Officer and categorized as key managerial personnel of the Company with effect from June 03, 2022

- Ms. Puja Paras Mehta was appointed as Company Secretary and Compliance Officer as on June 28, 2022 and resigned from the position with effect from the end of the business hours on November 21, 2022.

- Mr. Utsav Sudhir Trivedi was appointed as Company Secretary and Compliance Officer and categorized as key managerial personnel of the Company with effect from November 22, 2022

CHANGE IN REGISTERED OFFICE:

During the year, there was no change in Registered Office of the Company.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

â¢ The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

â¢ The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

â¢ The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

â¢ In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of nonindependent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 and of the profit or loss of the Company for that year;

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 for the year ended March 31, 2023 on going concern basis.

e) The Directors had laid down the 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.

COMMITTEES OF BOARD:

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee is formed in its Board Meeting held on June 20, 2022 in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee. During the year under review, Audit Committee met (Six) times viz on; July 01,2022, July 12, 2022, October 28, 2022, November 14, 2022; February 22, 2023 and March 30, 2023.

The composition of the Committee and the details of meetings attended by its members are given below:

			Number o f meetings during the financial
Name	Category	Designation	year 2022-23
			Eligible to attend	Attended
Mr. Hetalkumar	Non-Executive	Chairperson	6	6
Jayantilal Shah	Independent Director
Mr. Deepakkumar	Non-Executive	Member	6	6
Kushalchandra	Independent
Chaubisa	Director
Mr. Vipul Bhatt	Chairman and Managing Director	Member	6	6

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company''s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.vitalgroup.co.in.

B. Stakeholder''s Grievance & Relationship Committee:

Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on June 20, 2022 constituted Stakeholders Relationship Committee.

During the year under review, Stakeholder''s Grievance & Relationship Committee met 1 (one) time viz on February 22, 2023

The composition of the Committee and the details of meetings attended by its members are given below:

Name	Category	Designation	Number of meetings during the financial year 2022 -23
			Eligible to attend Attended
Mr. Hetalkumar Jayantilal Shah	Non-Executive Independent Director	Chairperson	1	1
Mr. Deepakkumar Kushalchandra Chaubisa	Non-Executive Independent Director	Member	1	1
Mr. Vipul Bhatt	Chairman and Managing Director	Member	1	1

The Company Secretary of the company present in all meetings of Stakeholder''s Grievance & Relationship Committee held during the year.

Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2023.

C. Nomination and Remuneration Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on June 20, 2022 constituted Nomination and Remuneration Committee. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, Nomination and Remuneration Committee met 3 (Three) times, viz on; June 28, 2022 November, 22, 2022 and March 30 2023.

The composition of the Committee and the details of meetings attended by its members are given below:

Name	Category	Designation	Number of meetings during the financial year 2022 -23
			Eligible to attend	Attended
Mr. Hetalkumar Jayantilal Shah	Non-Executive Independent Director	Chairperson	3	3
Mr. Deepakkumar Kushalchandra Chaubisa	Non-Executive Independent Director	Member	3	3
Mr. Vipul Bhatt	Chairman and Managing Director	Member	3	3

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.vitalgroup.co.in

REMUNERATION OF DIRECTOR:

The details of remuneration paid during the financial year 2022-23 to directors of the Company is provided in Form MGT-7 available at website of the Company, i.e. www.vitalgroup.co.in .

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website on https://www.vitalgroup.co.in/investors.html.

TRANSACTIONS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Arm''s Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2022-23 is given as Annexure B and in notes of the financial statements which are part of Annual Report. The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at www.vitalgroup.co.in

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2023 to the date of this Report.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-C.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

As on 31st March, 2023, the Company has two subsidiaries namely M/s. Vital Alkoxides Private Limited and Vital Synthesis Limited (formerly knows as Vital Synthesis Private Limited).

A statement containing the salient features of the financial statements including the highlights of performance of Company''s subsidiary is given in Form AOC-1 is attached to this Report as Annexure- A.

In terms of Section 136 of the Act, the said annexure is open for inspection in electronic mode for Members. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2022-23, the Company has received nil complaints on sexual harassment, out of which nil complaints have been disposed off and nil complaints remained pending as of March 31, 2023.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and nonbusiness risks.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy:

In its endeavor towards conservation of energy, the Company ensures optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption:

The Company has not carried out any research and development activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings & Outgo during the year are as under:

Earning Rs. 423.18 lakhs Outgo Rs. 7873.86 lakhs

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.

CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report as Annexure D.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135(9) of the Companies Act, 2013, where the amount to be spent under Corporate Social Responsibility (CSR) by a company does not exceed fifty lakh rupees, the requirement under Section 135(1) for constitution of the Corporate Social Responsibility Committee is not applicable and the functions of such committee provided under Section 135 of the Act, are discharged by the Board of Directors of the Company. Further, requirement for CSR is applicable to your Company from financial year 2022-23. The function of CSR Committee is

discharged by the Board under the provisions of Section 135(9) of the Act. Accordingly, the Board has approved the Corporate Social Responsibility (CSR) Policy. CSR Policy is available on the website of the Company at www.vitalgroup.co.in CSR Report is part of Annual report as Annexure -E.

STATUTORY AUDITOR AND THEIR REPORT:

The Company''s auditors, Abhishek Kumar & Associates., Chartered Accountants ("Statutory Auditor"), having their office at 401, Silicon Tower, Above Freezeland Restaurant Nr. National Handloom Law Garden, Navrangpura, Ahmedabad-09, India and FRN: 130052W, were appointed as Statutory Auditor for a term of 5 years in the 1st Annual general meeting of the Members of the Company held on August 22, 2022.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report to the Members for the financial year under review does not contain any qualifications, reservations, adverse remarks or disclaimer.

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/S. Ravi V. Patel & Co, Chartered Accountants (FRN: 134309W), as an Internal Auditor of the Company for the financial year 2022-23 in their Board Meeting held on 22nd February, 2023.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

MAINTENANCE OF COST RECORD:

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of the Company, in their meeting held on August 28, 2023, on the recommendation of the Audit Committee, have appointed M/s. R J & Associates, Cost Accountants, Ahmedabad (Firm Registration No.: 004690) as the Cost Auditor of the Company to audit the cost records of the Company for the financial year 2023-24. M/s. R J & Associates, 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 their 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. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.

The Company has maintained cost accounts and records in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS INTERNAL AUDITOR:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation of relevant matters are disclosed in the Auditors'' Report and Financial Statements which forms part of this Annual Report.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. SCS and Co. LLP, Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure - F to this Report.

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely www.vitalgroup.co.in/investors.html containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further 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;

(I) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) There is no revision in the Board Report or Financial Statement;

(iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

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Directors Report of Vital Chemtech Ltd.

Financial Highlights:

BUSINESS OVERVIEW & FINANCIAL PERFORMANCE:

Standalone Financial performance of the Company

Consolidated Financial Performance of your Company:

TRANSFER TO GENERAL RESERVE:

DIVIDEND:

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND:

CHANGE IN NATURE OF BUSINESS:

SHARE CAPITAL:

Issued, Subscribed & Paid-Up Capital:

ALTERATION OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND MEMORANDUM OFASSOCIATION:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

INFORMATION ON DIRECTORATE:

Re-appointment / Change in designation:

Re-appointment of Director(s) retiring by rotation:

DECLARATION FROM INDEPENDENT DIRECTORS:

KEY MANAGERIAL PERSONNEL:

BOARD MEETING:

GENERAL MEETING:

Particulars of the Extra-Ordinary General Meeting of the Company held during the year:

DISCLOSURE BY DIRECTORS:

INDEPENDENT DIRECTORS:

CHANGE IN THE REGISTERED OFFICE:

PERFORMANCE EVALUATION:

DIRECTORSâ RESPONSIBILITY STATEMENT:

COMMITTEES OF BOARD:

Audit Committee:

Vigil Mechanism:

B. Stakeholderâs Grievance & Relationship Committee:

C. Nomination and Remuneration Committee:

Nomination and Remuneration Policy:

PUBLIC DEPOSIT:

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

ANNUALRETURN:

TRANSACTIONS WITH RELATED PARTIES:

PARTICULARS OF EMPLOYEES:

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961:

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

SECRETARIAL STANDARDS OF ICSI:

RISK MANAGEMENT:

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

CORPORATE GOVERNANCE:

CORPORATE SOCIAL RESPONSIBILITY (CSR):

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

STATUTORY AUDITOR AND THEIR REPORT:

SECRETARIAL AUDITOR AND THEIR REPORT:

REPORTING OF FRAUDS BY AUDITORS:

COST AUDITOR:

MAINTENANCE OF COST RECORD:

INTERNALAUDITOR:

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

CODE FOR PREVENTION OF INSIDER TRADING:

WEBSITE:

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT ANDVALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR:

GENERAL DISCLOSURE:

ACKNOWLEDGEMENT:

Sd/- Sd/-

Jay Bhatt Vipul Bhatt

Place: Ahmedabad Whole Time Director Chairman & Managing Director

Date: September 01, 2025 DIN: 09363173 DIN: 06716658

Financial Highlights:

BUSINESS OVERVIEW & FINANCIAL PERFORMANCE:

Consolidated Financial Performance of your Company:

Transfer to General Reserve:

Dividend:

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

CHANGE IN NATURE OF BUSINESS:

SHARE CAPITAL:

Issued, Subscribed & Paid-Up Capital:

Utilization of IPO Proceeds:

ALTERATION OF THE ARTICLES OF ASSOCIATION OFTHE COMPANY AND MEMORANDUM OF ASSOCIATION:

1. Deletion of Clauses 156, 157 of Common Seal which is reproduced below;

157. Affixture of Common Seal

2. Addition of below Sub- clauses under Heading Rights to Dividend:-Rights to Dividend

INFORMATION ON DIRECTORATE:

DECLARATION FROM INDEPENDENT DIRECTORS:

KEY MANAGERIAL PERSONNEL:

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

ALTERATION OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND MEMORANDUM OF
ASSOCIATION:

DIRECTORSâ RESPONSIBILITY STATEMENT:

B. Stakeholderâs Grievance & Relationship Committee:

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:

^{Place: Ahmedabad} Whole Time Director Chairman & Managing Director