Your Board of Directors have pleasure in presenting the 6^th Annual Report of the Company
together with the Audited Financial Accounts for the year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

2. REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS

During the financial year 2024-2025, the overall revenue of the Company decreased by
13.75% YoY, The Company cloaked a profit after tax of Rs. 214.21 Lakhs in comparison to
previous year profit of Rs. 131.32 Lakhs, a rise of 63.13%. The overall profitability of the
company during the year grew even after a dip in turnover. The management of the
company is optimistic about the future performance and projects growth in overal
turnover and profitability. The management has detailed the future prospects and
economic outlook in Management Discussion and Analysis further.

3. STATE OF THE COMPANY'S AFFAIRS

The Company is working in single segment. During the year company has generated
revenue from the Trading Segment includes trading of ERW Mild Steel (Ms), Galvanised
(Gi), Pre Galvanised (p) & CRC Square, Rectangle & Round HoilowTubes, BoilerTube, Spiral
Pipe, TMT, Hot Rolled (Hr) Plate, CRC Coils & Sheets, Colour Coated Coils & Sheets, Pre¬
Galvanised (GP) Coils & Sheets, total structural steel solutions during the year there was no
change in the business activity of the Company.

-During the year 2024-25, the Company has become listed entity w.e.f 1^st July, 2024 and
got listed on NSE SME Emerge Platform and other then this there has been no change in
the status of the Company

- During the year 2024-25, there has been no change in financial year of the Company.
-During the year 2024-25, there has been no event having material impact on the
Company’s affairs, except as stated above that Company's shares got listed on NSE SME
Platform.

4. OVERVIEW OF THE INDUSTRY AND OUTLOOK

The aforesaid details are given in the Management Discussion and Analysis Report
attached herewith the report.

5. DIVIDEND

The Board of Directors with a view of ploughing back of Profit do not recommend any
dividend.

6. CAPITAL STRUCTURE OF THE COMPANY

Authorized Share Capital as on 31^st March, 2025 is Rs. 15,00,00,000/- (Rupees Fifteen Crores}
consisting of 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs. 10/- each.

Issued, Subscribed and Paid-Up Share Capital of the Company as on 31^st March, 2025 is
Rs. 13,81,19,990/- consisting of 1,38,11,999 Equity Shares of Rs. 10/- each.

During the financial year the Company made an Initial Public Offer of 37,32,000 Equity
shares of Rs. 10/- each at a premium of Rs. 33/- per shares aggregating to Rs. 1604.76 Lacs
which was fully subscribed by the public.

Further after the closure of financial year, Board at its meeting held on July 16, 2025
proposed for the following subject to approval of the Members of the Company at an
Extra-Ordinary General Meeting to be held on 14^th August, 2025:

1) Increase in Authorised Share Capital of the Company from the existing Authorised
Share Capital of Rs. 15,00,00,000/- (Rupees Fifteen Crore) divided into 1,50,00,000 (One
Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) to Rs. 30,00,00,000/- (Rupees
Thirty Crore) divided into 3,00,00,000 (Three Crore) Equity Shares of Rs. 10/- (Rupees Ten)
each and consequential Alteration in the Capital Clause of Memorandum of
Association, subject to the approval of shareholders.

2) To create, issue, offer and allot, from time to time, in one or more tranches, up to
55,74,100 Equity Shares having face value of Rs. 10/- at a price of Rs. 60 per share
including a premium of Rs. 50 per share, aggregating up to Rs. 33,44,46,000 for cash
consideration to certain identified non-promoter persons/entities by way of
preferential issue in accordance with the provisions of Section 42 and Section 62(1 )(c)
of fhe Companies Act, 2013, as amended ("Act") read with Companies (Prospectus
and Allotment of Securities) Rules, 2014, and Companies (Share Capital and
Debentures) Rules, 2014 as amended ("Rules"), Chapter V of Securities and Exchange
Board of India [Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing

Regulations”) and such other acts / rules / regulations as may be applicable and
subject to necessary approval of the members of the Company and other regulatory
authorities, as maybe applicable {"Preferential Issue of Equity Shares").

3) To create, issue, offer and allot from time to time, in one or more tranches, up to
42,00,000 equity warrants i.e. fully convertible warrants {'‘Warrants"), each convertible
into or exchangeable, within a maximum period of 18 months from the date of
allotment of warrants into equivalent number of fully paid-up equity shares of the
Company of face value of Rs. 10/- (Rupee Ten) each at a price of Rs. 60 (Rupees Sixty),
aggregating up to Rs. 25,20,00,000 [Rupees Twenty Five Crore Twenty Lakh Only) for
cash consideration to certain identified promoters, members and/or entities of
promoter group by way of preferential issue in accordance with the provisions of
Section 42 and Section 62(1 )(c) of the Companies Act, 2013, as amended ("Act") read
with Companies [Prospectus and Allotment of Securities) Rules, 2014, and Companies
(Share Capital and Debentures) Rules, 2014 as amended ("Rules"), Chapter V of
Securities and Exchange Board of India [Issue of Capital and Disclosure Requirements)
Regulations, 2018, SEBI Listing Regulations, 2015 and such other acts / rules / regulations
as may be applicable and subject to necessary approval of the members of the
Company and other regulatory authorities, as maybe applicable ("Preferential Issue of
Warrants"). Upon issue of Warrants in accordance herewith, an amount equivalent to
Rs. 15 per equity warrants aggregating to Rs. 6,30,00,000 i.e. 25% of the issue price size
shall be called upfront from the proposed allottees.

7. LOANS, GUARANTEES OR INVESTMENTS WADE UNDER SECTION 186 OF THE COMPANIES ACT,
2013

The Company has not extended any loan or made any investment during the financial
year. Further, during the financial year, Company has extended corporate guarantee as
details below:

Further already existing guarantees given in earlier years are as under in compliance to
provision of section 186 and section 185 of the Companies Act, 2013:

8. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the
General Reserves for the year ended on 31st March, 2025.

9. HOLDING/SUBSIDIARY/ASSOCIATE COMPANY

The Company has no Holding, Subsidiary or Associate Company and as such all disclosure
pertaining to Consolidation of Accounts and AOC-I is not applicable for the Company.

10. DEPOSITS

Company has not accepted any deposit and as such no amount of deposit whether
Principal or interest thereon was Outstanding as of the Balance Sheet. Company has
availed unsecured loan from director and as on 31st March, 2025 outstanding balance of
Loan from director is of Rs. 30.56 Lacs.

IT. CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Particulars of contracts or arrangements with related parties is carried out at arm's
length basis and the details of the same is given in Form AOC-2 enclosed as Annexure-A
and Related party Transactions as per Companies Act, 2013 and as per Accounting
Standard are given in Note No. 2.27 - forming part of the financial statements and forms
part of this Annual Report.

Pursuant to the SEB! Listing Regulations, the resolution seeking approval of the Members for
carrying out material related party transactions during the financial year 2025-26 forms
part of the Notice for the ensuing AGM.

12. MAJOR EVENTS & CHANGE IN NATURE OF BUSINESS OF THE COMPANY

As stated in the report of Previous Yeor and as mentioned in capital structure, the
Company has made an Initial Public Offer during the financial year and Company got
listed on National Stock Exchange Emerge Platform (NSE Emerge) on 1^st July, 2024 being a
major change in status of the Company.

Further, during the year 2024-25, there has been no change in nature of business of the
Company.

13. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENT RELATES AND THE DATE OF THE REPORT:

After closure of financial year, as stated above in the matter related to capital structure,
following changes occurred between the end of financial year and the date of the Report
which is subject to approval of the Members of the Company at an extra Ordinary General
Meeting to be held on i4^1h August, 2025, other than that no materia! changes and
commitment occurred:

1) Issue in one or more tranches, up to 55,74,100 Equity Shares having face value of Rs.
10/- af a price of Rs, 60 per share including a premium of Rs. 50 per share, aggregating
up to Rs. 33,44,46,000 for cash consideration to certain identified non-promoter
persons/entifies by way of preferential issue in accordance with the provisions of
Section 42 and Section 62(1 )[c) of the Companies Act, 2013.

2) Issue in one or more tranches, up to 42,00,000 equity warrants i.e. fully convertible
warrants ('‘Warrants”), each convertible into or exchangeable, within a maximum
period of 18 months from the date of allotment of warrants into equivalent number of
fully paid-up equity shares of the Company of face value of Rs. 10/- (Rupee Ten) each
at a price of Rs. 60 (Rupees Sixty), aggregating up to Rs. 25,20,00,000 (Rupees Twenty-
Five Crore Twenty Lakh Only) for cash considerafion to certain identified promoters,
members and/or entities of promoter group by way of preferential issue in accordance
with the provisions of Section 42 and Section 62(1 )(c) of the Companies Act, 2013

14. INTERNAL FINANCIAL CONTROLS

"Internal financial controls" means the policies and procedures adopted by the Company
for ensuring the orderly and efficient conduct of its business, including adherence to
Company's policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information. The Company has in place adequate interna I
financial controls with reference to financial statements. During the year no reportable
material weakness in the design or operation was observed.

The Report on Internal Financial Control over Financial reporting is given by Statutory
Auditor as Annexure B to the Independent Auditor's Report and forms part of this Annual
Report.

15. SEGMENT REPORTING

The Company operates in a single segment of trading of ERW Mild Steel (Ms), Galvanised
(Gi), Pre Galvanised (p) & CRC - Square, Rectangle & Round Hollow Tubes, Boiler Tube,
Spiral Pipe, TMT, Hot Rolled (Hr) Plate, Crc Coils & Sheets, Colour Coated Coils & Sheets, Pre
Galvanised (GP) Coils & Sheets, total structural steel solutions and hence segment
reporting is not applicable.

Id. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL1 ACT. 2013

The Company has framed a policy on Prevention of Sexual Harassment of women at
workplace and your Company has always believed in providing a safe and harassment
free workplace for every individual working in premises through various policies and
practices. Further a proper Internal Complaints Committee is also framed by the Company
and the committee has not received any complaint or incident regarding the Sexual
Harassment of women at workplace during the financial year 2024-2025 and details given
as below:

- Number of Sexual Harassment Complaints received: NIL

- Number of Sexual Harassment Complaints disposed off: NIL

- Number of Sexual Harassment Complaints beyond 90 days: NIL

Further, the company has complied with Maternity Benefit Act.

Number of employees as on the closure of financial year ended on 31^st March, 2025:

Total 8 Female Employees and total 20 Male employees were employed as on the closure of
financial year ended on 31^5t March, 2025.

17. PARTICULARS OF EMPLOYEES

The Disclosures pertaining to remuneration and other details as required under section
197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in as Annexure B to Board’s
report.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis report for the year under review, as stipulated under
Regulation 34(2) of SEBI (LODR) Regulations, 2015 forms part of this Annual Report.

19. NON-APPLICABILITY OF PROVISIONS UNDER SEBI fLODRt REGULATIONS. 2015

The Company is listed on NSE SME Emerge platform therefore compliance with corporate
governance provisions as specified in regulations 17, 17A, 18, 19, 20,21,22, 23, 24, 24A, 25,
26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C,
D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015 shall not apply. Hence, Corporate Governance Report and other details required to
be given as per aforesaid Regulations are not presented. However, Company will work by
considering the base of Corporate Governance.

20. INVESTOR EDUCATION & PROTECTION FUND

Company was neither required to transfer any shares nor any amount to Investor
Education and Protection Fund (IEPF).

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2024-2025, Mr. Mitul Sureshchandra Vasa (DIN: 07789750) offered
himself for reappointment at 05^th Annual General Meeting of the Members of the
Company held on 27^fh September, 2024 as per Section 152(6) of the Act and was re¬
appointed.

Further, Mr. Brijesh Narendrabhai Kular (DIN: 09648254) retires at the ensuing Annual
General Meeting pursuant to provision of section 152(6) of the Companies Act, 2013 and
being eligible offer himself for re-appointment.

During the financial year 2024-2025 no other changes were done in the Board of Directors
or Key Managerial Personnel of the Company.

Further, the term of Mr. Mitul Sureshchandra Vasa (DIN: 07789750) is about to expire on 29^th
December, 2025 and accordingly Board at its meeting held on 11^th August, 2025, has re¬
appointed Mr. Mitul Sureshchandra Vasa [DIN: 07789750) as a Managing Director of the
Company for a further term of five (5) years w.e.f 30^th December, 2025 at same terms of
remuneration i.e. remuneration, inclusive of all salary, perquisites, incentives, commission
and allowances, which together shall not, in any financial year, exceed Rs. 60,00,000/- p.a
(i.e. approximate Rs. 5,00,000/- per month) and may be paid monthly or annually w.e.f
from the date of re-appointment for a period of 3 years, which shall be subject to approval
of the Members of the Company at ensuing Annual General Meeting. The detailed
resolution for the same forms part of notice convening 06^th Annual General Meeting.

In furtherance, the first term of five (5) years of Mr. Bharat Maganlal Thumar (DIN:
08957139) and Mr. Paras Fulabhai Shingala (DIN: 03518750) as an Independent Director
of the Company is about to expire at ensuing Annual General Meeting, accordingly board
recommends before the Members at ensuing 06^th Annual General Meeting for their re¬
appointment as an Independent Director for a second term of five (5) years, on the basis
of recommendation of Nomination and Remuneration Committee based on the
evaluation of the Performance. The detailed resolutions for the same forms part of notice
convening 06^th Annual General Meeting.

Brief profile of aforesaid Directors seeking re-appointment at ensuing 06^th Annual General
Meeting forms part of fhe annual report.

The Composition of Board of Directors as on 31^st March, 2025 is as follows and none of the
directors of fhe Company are disqualified to continue to act os Director of the company:

Changes in KMP: During the year under review there has been no change Key
Managerial Personnel (KMP) of the Company. Following are the KMP of the Company os
on 31^s1 March, 2025:

Independent Directors: As stated, aforesaid, as on 31st March, 2025, Mr. Bharat Maganlal
Thumar (DIN: 08957139), Mr. Poras Fulabhai Shingalo (DIN: 03518750) and Mr. Abhishek
Ranjitbhai Rathod (DIN: 10519845) are the Independent Directors of fhe Company.

In terms of the Rule 6 of the Companies [Appointment and Qualification of Directors]
Rules, 2014, all Independent Directors of the Company have enrolled themselves on the
Independent Directors Databank. Mr. Bharat Maganlal Thumar (DIN: 08957139) Mr. Paras
Fulabhai Shingala (DIN: 03518750) and Mr. Abhishek Ranjitbhai Rathod (DIN: 10519845)
are not exempted for the online proficiency self-assessment test and they all have
undergone and cleared for the online proficiency self-assessment test.

22. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the independent directors have
submitted declarations that each of them meets the criteria of independence as provided
in Section 149(6) of the Act along with Rules framed thereunder and as per Regulation
16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements] Regulations, 2015 (“SEBI Listing Regulations") at the first meeting of the
Board of financial year. In Furtherance, Company has also received confirmation that they
are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence and that they are
independent of the management. There has been no change in the circumstances
affecting their status as independent directors of the Company.

During the year under review, non-executive director and Independent Directors of the
Company had no pecuniary relationship or transactions with the Company.

23. NUMBER OF MEETINGS OF THE BOARD AND GENERAL MEETING AND ATTENDENCE AND OTHER
RELATED DETAILS

During the financial year 2024-25, 10 Board Meetings were held. The interval between any
two Board Meetings was well within the maximum allowed gap of 120 days. The Board met
on 04/04/2024, 05/04/2024, 08/04/2024, 04/05/2024, 18/06/2024, 27/06/2024, 20/07/2024,
14/08/2024, 14/11/2024, 18/02/2025.

Further, as per Schedule IV of the Companies Act, 2013 and as per SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015, the Independent Directors shaii hold at
least one meeting in a financial year without the presence of Non-Independent Directors
and Management representatives.

During the financial year 2024-25, the Independent Directors met on 20^th March, 2025.

The Independent Directors inter alia discuss the issues arising out of the Committee
Meetings and Board discussions including reviewing the performance of Non-Independent
Directors and Board as a whole; performance of Chairperson; quality, quantity and timely
flow of information between the Company Management.

Details pertaining to Presence of Board Meetings are presented below:

Company Secretary Ms. Ankita Anil Jain {Mrs. Ankita Harsh Rawal) has also attended all
the Board meetings.

Details of Previous Annual General Meeting Presence, last Three years Annual General
Meeting, Directorship, Chairmanship and Membership in other Companies are presented
hereunder:

Nl- Non-Independent, NE- Non-Executive, IND- Independent, E- Executive

No. of other Listed companies/other committees of listed companies in which director is
director/chairman/member:

GENERAL BODY MEETING:

(I) Details Of the Last Three Annual General Meetings:

Whether Special Resolution Passed in the Last Three (3) Annual General Meeting : No
Were any resolutions put through postal ballot last year:

Yes, special resolution relating to Consider and approve Variation in the Terms of
Contract of the objects mentioned in the Prospectus issued while Initial Public Offer
dated June 18, 2024 was passed through postal ballot pursuant to provision of
section 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the
Companies (Management and Administration) Rules, 2014.

The remote e-voting period for the same was commenced from 9.00 a.m. (1ST) on
Friday, 22nd November, 2024 and ends at 5.00 p.m. (1ST) on Saturday, 21st
December, 2024 and the said special resolution was passed through postal ballot
on December 21,2024 with requisite majority. The details of variation in the Terms
of Contract of the objects mentioned in the Prospectus issued while Initial Public
Offer dated June 18, 2024 is given in detail in this Board’s report.

Are proposed to be conducted through postal ballot this year: No

24. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company's Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors, qualifications, positive attributes, independence of Directors and
other related matters as provided under Section 178(3) of the Companies Act, 2013 is
furnished in Nomination & Remuneration policy and disclosed in the website of the
Company at visamanglobalsales.com/investor.

25. BOARD 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 SEBI Listing Regulations. The performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis of criteria such as the board
composition and structure, effectiveness of board processes, information and functioning,
analyzing skill of Directors related to Leadership, Strategy Formulation and execution.
Financial planning / performance, skill related to maintenance of relationship including
both i.e. internal and external relationship, participation in the decision making, presence
of board meeting, knowledge and competency, assessment of risk factors etc. etc.

The Board and the NRC reviewed the performance of individual directors on the basis of
criteria such as 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. At the Board meeting that followed the meeting
of the Independent Directors and meeting of NRC, the performance of the Board, its
committees, and individual directors was also discussed. Performance evaluation of
Independent Directors was done by the entire Board.

Observations of board evaluation carried out for the year: NIL

Previous year’s observations and actions taken: NIL

Proposed actions based on current year observations: NOT REQUIRED

26. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social
Responsibility is not applicable to the Company. However, the Company is committed to
conduct its business in a socially responsible, ethical and environmentally friendly manner
and to continuously work towards Improving quality of life of the communities in its
operational areas.

27. COMMITTEES OF BOARD

At present the Company is having 3 (Three) Committee i.e. Audit Committee, Nomination
and Remuneration Committee and Stakeholders Relationship Committee.

FAT AUDIT COMMITTEE

Company has constituted an Audit Committee pursuant to provision of section 177 of the
Companies Act, 2013.
fit Composition:

(ii) Meetings:

During the year the Committee has met 6 (Six) times during the year on following dates

04/04/2024, 27/06/2024, 20/07/2024, 13/08/2024, 14/11/2024, 18/02/2025.

All the members of the Committee have attended ail the meetings of Audit

Committee.

Ms. Ankita Jain (Mrs. Ankita Harsh Rawal), Company secretary and Compliance

Officer of the Company has acted as Secretary for the meeting and attended all the

meetings.

(iii) Brief Terms of Reference:

The terms of reference of Audit Committee in accordance with the provision of
Section 177 of the Companies Act 2013 are as follows: *

- Overseeing the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct, sufficient
and credible.

- The recommendation for appointment, remuneration and terms of appointment, of
the auditors of the company.

- Review and monitor the auditor’s independence and performance and
effectiveness of the audit process & approval of Payment to Statutory Auditors for
any other services rendered by the Statutory Auditors.

- Reviewing with the management the financial statements and auditor's report
thereon before submission to the Board, focusing primarily on

- Matters to be included in the Directors Responsibility Statement to be included in the
Board’s report in terms of Clause (c) of sub-section 3 of Section 134 of the Companies
Act, 2013.

- Changes to any accounting policies and practices.

- Major accounting entries based on the exercise of judgement by Management.

- Significant adjustments if any, arising out of audit findings.

- Compliance with respect to accounting standards, listing agreements and legal.

- requirements concerning financial statements.

- Disclosure of any related party transactions.

- Modified opinion (s) in the draft audit report.

- Examination and review of quarterly, half yearly financial statement including
Limited Review Report/ Auditor's report thereon.

- Approval of any subsequent modification of transactions of the company with
related parties.

- Scrutiny of Inter-Corporate loans and investments.

- Valuation of undertaking or assets of the Company, whenever it necessary.

- Review of the adequacy of internal audit function and discuss with Internal Auditors
of any significant findings and follow up thereon.

- Evaluation of internal financial controls and risk management system.

- to review the functioning of the whistle blower mechanism

- Other matters as may be prescribed from time to time to be deal with or handled by
the Audit Committee pursuant to provisions of the Companies Act, 2013 the Rules
there under, SEBI (LODR) Regulations, 2015 and any other functions as may be
assigned to the committee by the Board from time to time.

All the recommendations of Audit Committee have been accepted by the Board of
Directors of the Company.

fBl NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee {‘NRC’} of the Board of Directors meets the
criteria laid down under Section 178 of the Companies Act, 2013. The Committee decides
about remuneration policy of the Company. It also reviews from time to time the overall
Compensation structure and related policies with a view to attract, motivate and retain
employees.

(0 Composition:

(ii) Meeting:

During the year the Committee has met 2 (Two) times during the year on following
dates 08/04/2024,17/02/2025. All the members of the Committee have attended all
the meetings of NRC Committee.

Ms. Ankita Jain {Mrs. Ankita Harsh Rawal), Company secretary and Compliance
Officer of the Company has acted as Secretary for the meeting and attended all
the meetings.

(iii) Board Criteria:

NRC identifies and recommends to the Board, suitable candidates for the position of
Director, based on the Board Skills identified and approved by the Board. NRC
considers attendance, participation, contribution and involvement of the Director in
discharging their functions and in Company's strategic matters during the
Board/Committee meetings, while recommending his/her re-appointment. NRC
ensures that the Board of Directors has an optimum composition of Directors with
diversity of thought, knowledge, perspective, age, gender, expertise and ski!), which
would help the Company in attainment of its objectives.

The terms & conditions of appointmenf of Directors is available on the Company's
website at visamanglobalsales.com/investor/policies.

(iv) Brief Description of The Terms of Reference:

The Broad terms of reference of Nomination and Remuneration Committee are as
follows

- Identify persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, recommends to
the Board their appointment and remove and shall carry out evaluation of every
director's performance.

- Formulate the criteria for determining qualifications, positive attributes and
independence of director and recommended to the Board a policy relating to the
remuneration for the directors, Key Managerial personnel (KMP) and other
employees.

- To approve, in the event of loss or inadequate profits in any year, minimum
remuneration payable to the Whoie-Time Directors/Managing Directors within the
limits and to the parameters prescribed in Schedule V to Companies Act, 2013.

- Whether to extend or continue the term of appointment of the Independent
Director, on the basis of the report of performance evaluation of Independent
Directors.

- Devising a policy on diversity of Board of Directors.

- Other matters as may be prescribed from time to time to be deal with or handled by
the Nomination and Remuneration Committee pursuant to provisions of the
Companies Act, 2013 the Rules there under, SEB1 (LODR) Regulations, 2015 and any
other functions as may be assigned to the committee by the Board from time to time.

(v) Remuneration:

Remuneration of Directors is based on various factors such as the size, global
presence, economic & financial position of the Company and their participation
in the Board/Committee meetings. Basis these factors and annual performance
evaluation of the directors, remuneration payable to the Directors is
recommended by NRC to the Board-

Details of remuneration paid to Directors for F.Y. 2024-25 are as under:

Inclusive of salary, perquisites, incentives. Commission and allowance. No
remuneration and no sitting fees is paid to non -executive directors.

rCl STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee ('SRC') meets the criteria laid down under
Section 178 of the Companies Act, 2013.

(i) Composition:

(ii) Meeting:

During the year the Committee the members of the Committee met 3 (three) times
on 27/06/2024, 20/07/2024 and on 10/03/2025. All the members of the Committee
were present in the meeting.

(iii) Brief Description of the terms of Reference:

The terms of reference of the committee are to look into redressal of
shareholders/lnvestors' grievances relating to various matters such as non-receipt
of notices, share certificate, annual reports, dividends, transfer of shares
dematerialization of shares and other grievances.

28. DIRECTORS RESPONSIBILITY STATEMENT

in accordance with the provisions of Section 134(3) (C) and 134(5) of the Companies Act,

2013 the Board hereby submits its responsibility Statement as enumerated under: -

i) In the preparation of the annual accounts, the applicable Indian accounting
standards had been followed and there hos been no material departures:

ii) 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 and loss of the Company for that period:

iii) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities:

iv) The directors had prepared the annual accounts on a going concern basis; and

v) The directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating
effectively.

vi) 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.

29. STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

We the Directors of the Company hereby states the Company has complied applicable
Secretarial Standards i.e. SS 1 and SS 2 related to Board and General Meetings.

30. AUDIT AND AUDITORS:

[A] Statutory Auditors:

Pursuant to provision of section 139 of the Companies Act, 2013, M/s. D. K. Kalyani &
Associates, (FRN: 133089W), Chartered Accountants, Rajkot, has been appointed as
Statutory Auditors of the Company by the Members of the Company at 4^th Annual
General Meeting (AGM) held on 30^th September, 2023 for a period of 5 years to hold
office until the conclusion of Annual General Meeting of the financial year 2027-2028,

M/s. D, K. Kalyani & Associates has confirmed that they are eligible to continue to
act as Statutory auditor of the Company till the Conclusion of Annual General
Meeting of the Financial year 2027-28 and to conduct audit for the year 2025-26.

STATUTORY AUDITORS’ REPORT & NO FRAUD REPORTING:

The reports issued by the Statutory Auditor on the standalone and consolidated
financial statements of the Company for the year ended March 31, 2025 do not
contain any qualification, observation or comment or remark(s) which have an
adverse effect on the functioning of the Company and therefore, do not call for any
comments from Directors. Further, the Statutory Auditor has not reported any fraud
as specified under Section 143(12) of the Act.

[B] Secretarial Auditor:

Pursuant to Provision of section 204(1) of the Companies Act, 2013, M/s. A N Thakrar
& Co., Practicing Company Secretary was appointed to conduct Secretarial Audit
for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31,2025 is annexed
herewith to this Report. Secretarial Auditor’s Report in the prescribed format i.e.
Form MR-3 is attached in this report as Annexure C. The Secretarial Auditors Report
for the financial year ended March 31, 2025 is self-explanatory and does not call
for any further clarifications.

[C] Cost Audit/Record:

The Company is not falling under the ambit of section 148 of the Companies Act,
2013 and the Companies (Cost Records & Audit) amendment Rules, 2014 is not
applicable to the Company. Hence Company has not maintained Cost Records
ond Cost audit is not applicable.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Whistle Blower (vigil mechanism) is a mechanism which provides a format for all
stakeholders, employees and directors of the Company to approach the Chairman of the
Audit Committee of the Company and make protective disclosures about the unethical
behavior towards stakeholder/employee of the Company, leak of UPSI, actual or
suspected fraud or violation of the Company's Code of Conduct and the Company has
a Whistle Blower Policy (Vigil Mechanism) and has established the necessary mechanism
pursuant to Section 177(9) of the Companies Act, 2013 for all the Stakeholder, Employee
and Director of the Company to report their genuine concern or grievance and the audit
committee shall oversee the vigil mechanism.

The vigil mechanism will provide adequate safeguards against victimization of employees
and directors who avail of the vigil mechanism. The Whistle Blower Policy is an extension of
the existing Code of Conduct of the Company, which requires every employee to
promptly report to the Management any actual or possible violation of the Code or an
event he becomes aware of that could affect the business or reputation of the Company.
The disclosures reported are addressed in the manner and within the time frames
prescribed in the Policy. Under the Policy, each employee of the Company has an assured
access to the Chairman of the Audit Committee.

32. RISK MANAGEMENT

The Company has put in place a mechanism to apprise the Board/Audit Committee on a
quarterly basis, risk assessment, minimization procedures and governance at various levels
to ensure that executive management controls risk by means of a properly designed
framework. The Company has identified the key risks area which may affect the business
goals and periodically revisits the relevance of the identified risks and progress of the
mitigation plans undertaken. The Audit Committee is responsible for monitoring and
reviewing the risk management plan and ensuring its effectiveness and has oversight in
area of financial risks and controls.

33. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on
March 31, 2025 is available on the Company's website,

https://visamanalobalsales.com/lnvestors.

34. CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION.
FOREIGN EXCHANGE EARNINGS AND OUTGO:

In accordance with the requirement of section 134(3) (m) of the companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars with respect to
conservation of energy technology Absorptions and foreign exchange earnings and
outgo are presented here under:

[A] Conservation of Energy:

i) the steps taken or impact on conservation of energy: Nil

Ii] the steps taken by the Company for utilizing alternate sources of energy: Nil

iii) the Capital investment or Energy conservation equipments: Nil

[B] Technology Absorption:

i] the efforts made towards technology absorption: Nil

ii] the Company has not imported any technology during the last three years reckoned

from the beginning of the financial year; Nil

iii] the expenditure incurred on Research and Development- NIL

[C] Foreign Exchange Earnings and Outgo:

i) Foreign Earnings: Nil

ii) Foreign Outgo: 71.02 Lakhs

35. STATEMENT OF DEVIATION OR VARIATION:

In accordance with the provisions of sub regulation (4) of Regulation 32 of the SEB1 (Listing
Obligation and Disclosure Requirements) Regulation, 2015 during the financial year, the
Company considered and approved Variation in the Terms of Contract of the objects
mentioned in the Prospectus dated June 18, 2024,pursuant to the provisions of Section 27
of the Companies Act, 2013 read with relevant rules made thereunder including Rule 7 of
the Companies (Prospectus and Allotment of Securities) Rules, 2014 and all other
applicable provisions of the Companies Act, 2013 by way of passing of special resolution
through Postal Ballot on December 21,2024.

The prospectus prescribed to utilize ?721.89 Lakhs for capital expenditure towards setting
up of a manufacturing facility at Revenue Survey No. 238, Paiki 1, Open Industrial Plot No,
2 of Village: Jiyana, District: Rajkot, Gujarat, India, however post variation in the terms of
object of prospectus is that the same amount of ?721.89 Lakhs for capital expenditure is
to be made at ‘Sr. No. 383 P-1, Opp. GEB-66 KVA sub-station, Kankot-363621, Wankaner,
Morbi, Gujarat' due to various economic benefits.

The management foresees following benefits from the proposed variation:

1. the overall earnings and cash flow of the Company is expected to improve in the
long term.

2. Well-developed modern manufacturing facility can be set up in better way than the
prior location.

3. The Company foresees manufacturing activities like cutting and slitting therefore the
proximity of customers is more than prior location.

4. Further, Sister concern a major raw material supplier has manufacturing setup at the
adjacent plot therefore the transportation cost of raw materiats will be reduced
significantly. There will be a benefit of 22 kms in distance for transportation of raw
materials.

5. Better monitoring, effective production management, supply chain organization
and enhanced security of raw materials and Finished goods are added advantages
for the Company.

6. There will be an overall overhead cost reduction in terms of manpower and
managerial oversee.

Further, details of funds to be utilized/Original Allocation for the specified objects and
amount utilized by the Company as on 31^st March, 2025 is give below:

36. Other Disclosures During the year under review:

i) no significant ond material orders were passed by the regulators or courts or
tribunals impacting the going concern status of the Company and or its operations

in future;

ii) no proceedings are made or pending under the Insolvency and Bankruptcy Code,
2016 and there is no instance of one-time settlement with any Bank or Financial
Institution;

iii) the requirement to disclose the details of the difference between the amount of
the valuation done at the time of one-time settlement and the valuation done
while taking a loan from the Banks or Financial Institutions along with the reasons
thereof, is not applicable;

iv) no shares with differential voting rights and sweat equity shares have been issued;

v) Details of revision of financial statement or the Report: Not Applicable as no such
Instance

vi) Disclosures with respect to demat suspense account/ unclaimed suspense
account: No shares of the Company are lying in the demat suspense account or
unclaimed suspense account

vii) Disclosure of certain types of agreements binding listed entities: There are no
agreements which binds the Company.

Appreciations and Acknowledgments

The Directors express their deep appreciation to all employees for their hard work, dedication,
and commitment. The enthusiasm and unwavering efforts of the employees have enabled the
Company to progress in the industry. This support has allowed the Company to enhance
consumer satisfaction through continuous improvements in existing products and the introduction
of new ones. The Board appreciates the support and cooperation the Company has received
from its suppliers, distributors, retailers, business partners, and others involved as trading partners.
The Directors also take this opportunity to thank all Shareholders, business partners, government
and regulatory authorities, and stock exchanges for their continued support.

Place: Rajkot For and on Behalf of

Date: 11^th August, 2025 VISAMAN GLOBAL SALES LIMITED

S/d

MitulkumarSureshchandra Vasa
Chairman and Managing Director
DIN:07789750