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VELJAN DENISON LTD.

28 August 2026 | 03:58

Industry >> Compressors

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ISIN No INE232E01013 BSE Code / NSE Code 505232 / VELJAN Book Value (Rs.) 574.63 Face Value 10.00
Bookclosure 22/08/2026 52Week High 1980 EPS 57.42 P/E 31.50
Market Cap. 813.96 Cr. 52Week Low 812 P/BV / Div Yield (%) 3.15 / 0.47 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors take pleasure in presenting the 52nd Annual Report on the affairs of the Company along with the Audited Financial
Statements (both Standalone & Consolidated) for year ended March 31,2026.

1. FINANCIAL RESULTS: (Rs. in Lakhs)

Particulars

Standalone

Consolidated

Year ended
31.03.2026

Year ended
31.03.2025

Year ended
31.03.2026

Year ended
31.03.2025

Income:

Revenue from Operations

14799.37

14158.01

16407.99

15569.94

Other Income

306.03

277.56

310.30

288.81

Total Revenue

15105.40

14435.57

16718.29

15858.75

Expenditure

Cost of Materials Consumed

5717.39

5766.65

6089.79

5993.97

Changes in inventories of Finished goods,
Work-in- Process and Stock-in-Trade

(20.22)

(599.06)

(20.22)

(599.06)

Employee Benefit Expenses

1367.47

1335.94

1974.04

1863.84

Finance Costs

38.37

43.85

58.57

63.82

Depreciation & Amortization Expenses

542.78

503.31

643.63

603.93

Other Expenses

4008.74

4310.78

4401.00

4627.49

Total Expenses

11654.54

11361.47

13146.81

12553.99

Profit before Tax

3450.87

3074.10

3571.48

3304.76

Tax Expenses

(1) i. Current Tax

832.11

737.69

884.19

812.71

ii. Previous period Tax

38.16

6.96

38.16

6.96

(2) Deferred Tax

84.11

81.94

65.43

113.16

Profit for the year (1)

2496.49

2247.51

2583.70

2371.93

Earning per Equity Share of the face value of
Rs. 10 each Basic and Diluted (in Rs.)

55.48

49.94

57.42

52.71

Total Other Comprehensive Income (2)

(30.81)

43.63

(30.81)

43.63

Total (1 2)

2465.68

2291.14

2552.89

2415.56

Balance of profit /loss for earlier years

762.88

877.50

909.91

900.11

Less: Transfer to Bonus shares Reserve

-

225.00

-

225.00

Less: Transfer to Reserves

2081.00

1798.26

2081.00

1798.26

Less: Dividend paid on Equity Shares

342.18

349.83

342.18

317.13

Less: Dividend paid on Preference Shares

-

-

-

-

Less: Dividend Distribution Tax

40.32

32.67

40.32

65.37

Balance carried forward

765.04

762.88

999.30

909.91

2. COMPANY’S PERFORMANCE:

During the year under review, the standalone sales were higher at Rs. 14799.37 Lakhs as against Rs. 14158.01 Lacs in the
previous year. The Profit before tax stood at Rs. 3450.87 Lakhs as against Rs. 3074.10 Lakhs for the previous year. The Net
Profit stood at Rs. 2496.49 Lakhs as against Rs. 2247.51 Lakhs for the previous year.

During the year under review, the Company registered consolidated sales of Rs. 16407.99 Lakhs as against Rs. 15569.94 Lacs in
the previous year and the consolidated net profit stood Rs. 2583.70 lakhs as against Rs. 2371.93 Lacs for the previous year.

3. FUTURE OUTLOOK:

While the global hydraulics market is large, it is also consolidated. A few global MNC conglomerates having substantive M&A
activity have acquired various technology variants and niches to dominate the global market. Our company participates in a
niche space with leadership in its specialised vane pumps. These are used in both industrial and mobile applications. Though
these are mature markets, due to rising infrastructure spending and steady global growth, the demand for the company's
products are expected to remain steady.

The company continues to invest resources in R&D of other varieties of hydraulic components in the pumps, motors and valves
spaces. All of these are expected to steadily contribute to the growth of the company by introducing the company into new
market spaces that it has thus far not had access to.

Further, the company has a strong balance sheet and sufficient availability of funding sources to invest quickly in capacities as
and when demand surges or special situations arise. This will also allow the company to explore various organic and inorganic
opportunities to accelerate its growth, as it did in the case of its acquisition of its UK subsidiary, ADAN.

Due to its trusted name, steadily increasing demand, and continuous R&D work, the company has grown over the last 5 years.
Consequently, the future outlook for the company remains positive and the company is expected to grow and perform positively
in the coming years.

4. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes/ commitments affecting the financial position or operations of the Company between March
31,2026 and the date of Board’s Report.

5. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Management Discussions and Analysis Report, as required under Regulation 34 of SEBI (Listing Obligation Disclosure
Requirements) Regulations, 2015 is annexed and forms part ofthis report.

6. DIVIDEND:

Your Directors are pleased to recommend the payment of Dividend of Rs 8.50/- per equity share of Rs. 10/- each on the paid-up
capital of Rs. 4.50 Crores for the year ended March 31, 2026. The Dividend if approved by the shareholders of the Company in
the ensuing Annual General Meeting will be paid out of the profits of the Company to all Shareholders of the Company whose
names appear on the Register of Members as on the specified record date.

Note: Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. 01st April, 2020 and the
Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. The shareholders are
requested to update their PAN with the Company/ RTA or depositories. Shareholders are requested to note that in case their PAN
is not registered, the tax will be deducted at a higher rate of 20%.

7. RESERVES:

The Company has transferred Rs. 2081.00 Lakhs to General Reserves of the Company.

8. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and as such, no amount on account of
principal or interest on deposits from public was outstanding as on the date of the balance sheet.

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

The information required under Section 134(3)(m) ofthe Companies Act, 2013 read with the Companies (Account) Rules, 2014
with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is annexed to this Report.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

The Board of Directors met 4 times during the financial year ended March 31, 2026 in accordance with the provisions of the
Companies Act, 2013 and rules made thereunder. The Directors actively participated in the meetings and contributed valuable
inputs on the matters brought before the Board of Directors from time to time.

The Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act,
2013 and Regulation 25(3) of the Listing Regulations. For further details of the meetings of the Board, please refer to the
Corporate Governance Report, which forms part ofthis Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

None of the directors of the company is disqualified under the provisions of the Companies Act 2013 or under the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.

As per the provisions of Section 152 of the Companies Act, 2013 read with Articles of Association of the Company,
Mr. Velamati Gangadhar Srinivas (DIN. 00181826), Non-Executive and Non- Independent Director, retire by rotation and
being eligible offer, himself for re-appointment at this Annual General Meeting. The Board recommends his re-appointment at
the ensuing AGM.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on
30 May 2026, approved the appointment of Mr. Ramesh Kumar Nimmagadda (DIN: 10506458) and Prof. Sunaina Singh (DIN:
08397250) as Additional Directors in the category of Independent Directors of the Company, with effect from 30 May 2026,
pursuant to the provisions of Sections 149, 150, 152 and 161 of the Companies Act, 2013, read with the applicable rules made
thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to the approval of the
Members at the ensuing Annual General Meeting.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on 03
August 2026, approved the re-appointment of Dr. Akella Suresh (DIN: 06931014) as an Independent Director of the Company
for a second consecutive term of five (5) years, with effect from 30 September 2026 up to 29 September 2031, pursuant to the
provisions of Sections 149, 150 and 152 of the Companies Act, 2013, read with Schedule IV thereto and the applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to the approval of the
Members at the ensuing Annual General Meeting.

The Company has received the requisite declarations from the Independent Directors confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In the
opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience, including proficiency,
required to discharge their duties effectively and fulfil the conditions specified under the Act and the SEBI Listing Regulations

KEY MANAGERIAL PERSONNEL:

As on the date this report, the following are the Key Managerial Personnel ofthe Company:

1. Mr. U. Sri Krishna Managing Director & CEO

2. Mr. G. Subba Rao Chief Financial Officer

3. Mrs. K Ramyanka Yadav Company Secretary and Compliance Officer

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR:

Appointments:

1. Mr.Vidya Sagar Gannamani was appointed as Independent Director ofthe Company w.e.f30.05.2025 and regularized at the
Annual General Meeting on 29.08.2025.

2. Mr. Ramesh Kumar Nimmagadda was appointed as an Additional Independent Director of the Company w.e.f. 30.05.2026,
subject to the approval ofthe shareholders at the ensuing Annual General Meeting.

3. Prof. Sunaina Singh was appointed as an Additional Independent Director of the Company w.e.f. 30.05.2026, subject to the
approval ofthe shareholders at the ensuing Annual General Meeting.

Cessation:

1. Mr. G Narayan Rao, Independent Director has resigned from their respective positions on the Board and committees as well
w.e.f 15.09.2025 due to the completion ofterm.

12. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section
149(6) ofthe companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015.

13. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation Disclosure Requirements) Regulations,
2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as
the evaluation ofthe working of its Audit and other Committees.

14. COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications,
positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 relating to the
remuneration for the Directors, Key Managerial Personnel, and other employees.

15. DEPOSITORY SYSTEM:

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2026, 99.39%
ofthe Company's total paid up capital representing 4472731 shares are in dematerialized form.

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and
transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. In view of the
numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are
advised to avail of the facility of dematerialization from either ofthe depositories. The Company has, directly as well as through
its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

16. AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal
Audit Department monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and
policies.

Internal Auditors:

The Board of Directors of the Company appointed M/s. M.V. Narayana Reddy & Co., Chartered Accountants as Internal
Auditors of the Company for the Financial Year 2025-26 and to maintain its objectivity and Independence, the Internal Auditor
submitted their reports to the Chairman ofthe Audit Committee ofthe Board.

18. AUDITORS:

The Members of the Company, at the 48th Annual General Meeting ("AGM"), appointed M/s. Brahmayya & Co., Chartered
Accountants, Hyderabad (Firm Registration No. 000513S), as the Statutory Auditors of the Company for a term of five (5)
consecutive years, to hold office from the conclusion of the 48th AGM until the conclusion of the 52nd AGM to be held in the
calendar year 2027.

The Statutory Auditors have audited the financial statements of the Company for the financial year ended 31 March 2026. The
Auditors' Report on the standalone and consolidated financial statements forms part of this Annual Report. The Auditors' Report
does not contain any qualification, reservation, adverse remark or disclaimer of opinion.

Further, during the year under review, the Statutory Auditors have not reported any instance of fraud under Section 143(12) of
the Companies Act, 2013.

19. SECRETARIAL AUDITORS & THEIR REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s.
Chakravarthy & Associates, Practicing Company Secretary (CP No. 22563) as the Secretarial Auditor of the Company, for
conducting the Secretarial Audit for financial year ended March 31,2026.

The Secretarial Audit was carried out by M/s, Chakravarthy & Associates, Practicing Company Secretary (CP No. 22563) for
the financial year ended March 31, 2026. The Report given by the Secretarial Auditor is annexed and forms integral part of this
Report.

20. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing
Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all
applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated May 28,
2026, was given by M/s, Chakravarthy & Associates, Practicing Company Secretary (CP No. 22563) which was submitted to
Stock Exchanges within 60 days ofthe end ofthe financial year.

21. TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer and Refund)
Rules, 2016, dividend / interest / refund of applications which remains unclaimed / unpaid for a period of 7 years is required to be
transferred to IEPF. Further, the IEPF Rules mandate the companies to transfer all shares on which dividend remains unclaimed
/ unpaid for a period of 7 consecutive years to the demat account of the IEPF Authority. Hence, the Company urges all the
shareholders to encash/claim their respective dividend during the prescribed period.

During the financial year 2024-25, the dividend for the year remaining unpaid and unclaimed for 7 years was transferred by the
Company to IEPF.

The Members / claimants whose shares or unclaimed dividends get transferred to IEPF may claim the shares or apply for refund
from the IEPF Authority by following the refund procedure as detailed on the website of IEPF Authority at
http://www.iepf.gov.in/IEPF/refund.html.

Details ofthe Nodal Officer: Mrs. Ramyanka Yadav K, Company Secretary & Compliance Officer.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments have been disclosed in the financial statements.

The Company had not given any loans, guarantees or made investments as per the provisions of Section 186 of the Companies
Act, 2013 during the financial year under review and also there are no outstanding amounts of loans given, guarantees provided
and / or investments made at the beginning ofthe year.

23. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE OF THE COMPANY:

The Company has a wholly owned subsidiary M/s. Adan holdings Limited, United Kingdom which is the holding company of
M/s. Adan Limited.

The Company does not have any associate or joint venture during the year under review. Further no subsidiaries have been
ceased to be a subsidiaries during the period under review.

During the period under review, the Company has not infused any capital in subsidiary company.

The details and performance of the subsidiary are given in Form AOC -1 which is been annexed separately and forms part of this
report.

24. TRANSACTIONS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary
course of business. During the financial year 2025-26, there were no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules,
2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the
Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are
reviewed & approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are
supported by an independent audit report certifying that the transactions are at an arm's length basis and in the ordinary course of
business.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is annexed and forms integral part of this Report.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party
Transactions, which can be accessed at the Company's website
http://velian.in/investors.html.

25. CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under “Corporate Social Responsibility (CSR)”, the Company has made contributions to various
activities as approved by the Committee and is in accordance with Schedule VII of the Companies Act, 2013 read with the
relevant rules.

The contents of the CSR activities undertaken by the Company have been annexed separately and forms part of this report.

26. ANNUAL RETURN:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules,
2014, the Annual Return in Form MGT-7 will be available on the Company's website URL:
https://www. velian.in

27. PARTICULARS OF EMPLOYEES:

There are no employees in the company in receipt of amounts covered in rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The disclosure pertaining to remuneration and other details of top 10
employees of the Company are made available for inspection at the Registered office of the Company with the Company
Secretary and Compliance Officer during working hours and any Member interested in obtaining such information may write to
the Company Secretary and Compliance Officer and the same shall be provided without any fee.

During the year, none of the employees are drawing a remuneration of Rs.1,39,60,000/- and above per annum or ^11,63,333/-
per month and above in aggregate per month, the limits specified under Section 197(12) of the Companies Act, 2013, read with
Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

The company is in compliance with the provision of the Maternity Benefit Act, 1961 for the financial year 2025-26, as no
employee availed this benefit during the period FY 2025-2026.

29. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each of the director to the median employee’s remuneration and other details as
required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 has
been annexed separately and forms part ofthis report.

30. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the Secretarial Auditors regarding compliance of conditions of Corporate Governance as
stipulated in SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 is provided elsewhere and forms part of
this report.

31. LISTING:

The Equity Shares of your Company are continued to be listed on BSE Limited. There are no payments outstanding to the Stock
Exchange and the company has paid the listing fee for the financial year 2026-27.

32. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
confirm that (based on the representations received from the Management):

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper
explanations relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2026 and of the
Profit ofthe Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

iv) they have prepared the Annual Accounts on a going concern basis;

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

vi) they have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with
the requirement of the ‘Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All
employees ofthe Company are covered under the aforementioned Policy.

During the year under review, the company has not received any complaints pertaining to sexual harassment

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status
and Company’s operations in future.

35. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct
applies to all the employees, including Directors ofthe Company.

The Code of Conduct is available on the Company website to report any genuine concerns about unethical behavior, any actual
or suspected fraud or violation of Company’s Code of Conduct.

36. REPORT ON CORPORATE GOVERNANCE:

In accordance with the Regulation 34(3) of the SEBI (LODR) Regulations, 2015, the Company has complied with all
mandatory recommendations. A Report on corporate Governance is provided elsewhere and forms part ofthis report.

37. INDUSTRIAL RELATIONS AND HUMAN RESOURCES:

Your company believes that its employees are one of the most valuable assets of the Company and the Board appreciates the
employees across the cadres for their dedicated service to the company and expects their continuous support and higher level of
productivity for achieving the targets set for the company. The total employee strength is over 262 as on March 31,2026.

38. SHARE CAPITAL:

There is no change in the Authorized Share Capital of Rs. 6 crores and Paid up Share Capital of Rs.4.50 crores of the Company
during the year under review post the issue ofBonus shares on 06.05.2024.

Further, the Company has not issued any shares with differential rights and hence no information as per the provisions of
Section 43(a) (ii) ofthe Act read with Rule 4(4) ofthe Companies (Share Capital and Debenture) Rules, 2014 is furnished.

39. INSURANCE:

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully
insured.

40. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature ofbusiness ofthe Company.

41. RISK MANAGEMENT:

The Board of Directors has formed a risk management policy to identify, evaluate, mitigate and monitor the risk associated with
the business carried by the company. The Board reviews the risk management plan and ensures its effectiveness. A mechanism
has been put in place which will be reviewed on regular intervals.

42. COMMITTEES OF THE BOARD:

The Board Has Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and
Corporate Social Responsibility Committee. The composition and other details of these committees have been given in the
Report on the Corporate Governance forming part ofthe Annual Report.

43. COST AUDIT:

Pursuant to provisions of section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014
cost audit is applicable for the Company and the Board has appointed M/s SRK & Co, Cost Auditors, Hyderabad as Cost
Auditor ofthe Company for the Financial Year 2026-27.

44. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has duly complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of
India, for the Board and General Meetings.

45. CORPORATE POLICIES OF THE COMPANY:

The policies are reviewed periodically by the Board and updated as needed. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, mandate the formulation of certain policies for all listed companies. The
corporate governance policies like Familiarization Programme for Independent Directors, Policy for Determination of
Materiality of an Event or Information, Policy on Preservation of Documents and Policy on Related Party Transactions etc. for
are available on the Company's website, at http://veljan.in/investors_policy.html.

46. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the
Company has formulated a Code of Conduct for Prevention of Insider Trading (“Insider Trading Code”) and a Code of Practices
and Procedures for fair disclosure ofUnpublished Price Sensitive Information (“UPSI”).

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at
http://veljan.in/investors.html.

47. GREEN INITIATIVES:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy ofthe
Notice of 52nd Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the
Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent
through the permitted mode.

48. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in
the Judgment of the Board may affect the independence of the Directors.

49. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

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

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

51. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016.

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code,
2016, during the year under review.

52. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business
Associates, Bankers and Vendors.

Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities for continued support
and assistance.

Your Directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the
performance.

By order of the Board

FOR VELJAN DENISON LIMITED

Place: Hyderabad V G Srinivas Sri Krishna Uppaluri

Date: 03.08.2026 Director Managing Director & CEO

(DIN 00181826) (DIN 08880274)