<dhhead>BOARD’S REPORT</dhhead>
To, The Members,
Your Board of Directors have pleasure in presenting the 7th
Annual Report of the Company together with the Audited Financial Accounts for the year
ended 3151 March, 2026.
1. STANDALONE FINANCIAL SUMMARY AND HIGHLIGHTS:
(Amt Rs. in Lacs except EPS)
| Particulars |
2025-2026 |
2024-2025 |
| Revenue from operations |
24864.69 |
26,563.26 |
| Add: Other Income |
188.26 |
108.56 |
| Total Income |
25052.94 |
26,671.82 |
| Less: Total Expenditure (Excluding Depreciation &
Amortization Expense & Finance Cost) |
23425.41 |
25853.21 |
| Profit/(Los$) before Depreciation & Amortization Expense
and Finance Cost |
1627.53 |
818.61 |
| Less: Finance cost |
640.38 |
522.61 |
| Less: Depreciation & Amortization Expense |
180.62 |
47.55 |
| Profit /(Loss) before tax |
806.53 |
248.45 |
| Less: Provision for tax: |
|
|
| Current Tax |
200.21 |
58.29 |
| Prior Period Taxes |
0.37 |
4.58 |
| Deferred Tax Assets /Liabilities |
0.30 |
(28.63) |
| Profit/(Loss) after tax |
605.65 |
214.21 |
| EARNING PER SHARE BASIC) |
3.55 |
1.66 |
| DILUTED |
3.48 |
1.66 |
CONSOLIDATED FINANCIAL RESULTS:
During the year, Company has incorporated its Wholly owned Subsidiary
Company namely VRV TECHSOL LIMITED, CIN: U62090GJ2025PLC168305 and said wholly owned
subsidiary company got incorporated on 30th September. 2025 with an object of
1. To carry on the business in India or outside India of sell,
purchase, lease, rent, import, export, distribute, host (in data centers or over the
web),designing, invent, development. customisation, implementation, maintenance, testing
and benchmarking, consultancy,advising, research and development and dealing in all kind
of own and third party computer software solutions including non-customized software.
Software as a service (SaaS), Information Technology Projects. Cloud Based Servers
services and solutions, internet/web based applications, Internet and Intranet website
applications solutions, resource planning, e-commerce, value added products and other
business applications including their licensing and support on own or through
sub-contracting basis, offering services on-site/ offsife or through development centers
using owned/hired or third party infrastructure and equipment and all related activities
thereto. To carry on the business of designing, developing, providing, and operating web
hosting services including their licensing and support and related activities thereto.
2. To design, invent, make use of, hire, buy, sell, lease, rent,
import, export, assemble, repair, provide after sales and maintenance support services or
otherwise dispose off and generally to deal in all type of Computer Hardware Systems,
firmware and any other equipment including parts and accessories and all related
activities thereto.
CONSOLIDATED FINANCIAL SUMMARY AND HIGHLIGHTS:
(Amt Rs. in Lacs except EPS)
| Particulars |
2025-2026 |
2024-2025 |
| Revenue from operations |
24.865.10 |
- |
| Add: Other Income |
188.18 |
- |
| Total Income |
25,053.28 |
- |
| Less: Total Expenditure (Excluding Depreciation &
Amortization Expense & Finance Cost) |
25,068.91 |
- |
| Profit/(Loss) before Depreciation & Amortization Expense
and Finance Cost |
1626.85 |
- |
| Less: Finance cost |
640.38 |
- |
| Less: Depreciation & Amortization Expense |
180.86 |
- |
| Profit /(Loss) before fax |
805.61 |
- |
| Less: Provision for tax: |
|
- |
| Current Tax |
200.21 |
- |
| Prior Period Taxes |
0.37 |
- |
| Deferred Tax Assets /Liabilities |
0.31 |
- |
| Profit/(Loss) after tax |
604.73 |
- |
| EARNING PER SHARE (BASIC) |
3.54 |
- |
| EARNING PER SHARE (DILUTED) |
3.48 |
- |
2. REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS
During the financial year 2025-2026, the overall revenue of the Company
decreased by 6.07% YoY. The Company cloaked a profit after tax of Rs. 605.65 Lakhs in
comparison to previous year profit of Rs. 2) 4.21 Lakhs, a rise of 182.74%. 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 overall 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 Manufacturing activity and Trading Segment includes 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 during the year there was no change in the business activity of
the Company. Further In this segment company has earned revenue from trading activity is
of Rs. 17,590.04 and Manufacturing activity is Rs. 7274.65 (Rs. in Lacs) in comparison to
previous year of Rs. 26563.26 (Rs. in Lacs).
- During the year 2025-26, there has been no change in tinancial year
of the Company. -During the year 2025-26. there has been no event having material impact
on the Company’s affairs.
OVERVIEW OF THE INDUSTRY AND OUTLOOK
The aforesaid details are given in the Management Discussion and
Analysis Report attached herewith the report.
4. DIVIDEND
The Board of Directors with a view of ploughing back of Profit do not
recommend any dividend.
5. CAPITAL STRUCTURE OF THE COMPANY
Authorized Share Capital as on 31March, 2026 is Rs. 30,00.00,000/-
(Rupees Thirty Crores) consisting of 3,00.00,000 (Three Crore) Equity Shares of Rs. 10/-
each.
Issued, Subscribed and Paid-Up Share Capital of the Company as on 3151
March. 2026 is Rs. 21.27,10.990/- consisting of 2,12,71,099 Equity Shares of Rs. 10/-
each.
During the year 2025-26, following changes took place in the Share
Capital of the Company:
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,h 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 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
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. and Members have approved all the
aforesaid the matters at an Extra-Ordinary General Meeting held on August 14,2025.
4) As per Section 42 of the Companies Act, 2013, Rule 13 of Companies
(Share Capital and Debentures) Rules. 2014 and Rule 14 of Companies (Prospectus and
Allotment of Securities) Rules, 2014 and such other provisions (including any statutory
modifications or re-enactment thereof) as may be applicable for the time being in force
and in accordance with the special resolution passed by the Members of the Company on
August 14, 2025 and In-principle approval for Listing issued by National Stock Exchange of
India Limited on September 01, 2025, the Board of Directors of the Company has approved on
September 11, 2025 for the allotment of 55,59,100 Equity Shares having a face value of Rs.
10/- each at a price of Rs. 60/- per Equity Share (including a premium of Rs. 50/- per
share), aggregating up to Rs. 33.35,46,000 to the proposed allottees who has subscribed to
the offer.
5) As per Section 42 of the Companies Act, 2013, Rule 13 of Companies
(Share Capital and Debentures) Rules. 2014 and Rule 14 of Companies (Prospectus and
Allotment of Securities) Rules, such other provisions (including any statutory
modifications or re-enactment thereof) as may be applicable for the time being in force
and in accordance with the special resolution passed by the Members of the Company on
August 14, 2025 and In-principle approval received from National Stock Exchange of India
Limited on September 01, 2025 the Board of Directors of the Company has approved on
January 29, 2026 for the allotment of 6,66,666 (Six Lakh Sixty Six Thousand Six Hundred
Sixty Six) equity shares having a face value of Rs. 10 each on a preferential basis, upon
conversion of 6,66.666 (Six Lakh Sixty-Six Thousand Six Hundred Sixty-Six) warrants.
6) As per Section 42 of the Companies Act, 2013, Rule 13 of Companies
(Share Capital and Debentures) Rules, 2014 and Rule 14 of Companies (Prospectus and
Allotment of Securities) Rules, 2014 such other provisions (including any statutory
modifications or re-enactment thereof) as may be applicable for the time being in force
and in accordance with the special resolution passed by the Members of the Company on
August 14, 2025 and In-principle approval received from National Stock Exchange of India
Limited on September 01, 2025 the Board of Directors of the Company has approved on march
05, 2026 the allotment of 7,20,000 (Seven Lakh Twenty Thousand) equity shares having a
face value of Rs. 10 each at a premium of Rs. 50 per share on preferential basis, upon
conversion of 7,20,000 (Seven Lakh Twenty Thousand) warrants.
7) As per Section 42 of the Companies Act, 2013. Rule 13 of Companies
(Share Capital and Debentures) Rules, 2014 and Rule 14 of Companies (Prospectus and
Allotment of Securities) Rules, 2014 such other provisions (including any statutory
modifications or re-enactment thereof) as may be applicable for the time being in force
and in accordance with the special resolution passed by the Members of the Company on
August 14, 2025 and In-principle approval received from National Stock Exchange of India
Limited on September 01. 2025 the Board of Directors of the Company has approved on March
12. 2026 for the allotment of 5,13.334 (Five Lakh Thirteen Thousand Three Hundred Thirty
Four) equity shares having a face value of Rs. 10 each at a premium of Rs. 50 per share on
a preferential basis, upon conversion of 5,13.334 (Five Lakh Thirteen Thousand Three
Hundred Thirty Four) warrants.
CREDIT RATING OF SECURITIES
The Company has no debt Securities and hence no credit rating is
available .
6. LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT. 2013
During the financial year, Company has extended corporate guarantee as
details below:
| Name of the Company |
Amount of Guarantee given (Rs. In Crores)
Outstanding as on 31/03/2026 |
Date of passing Special Resolution |
| VISAMAN STEEL PIPE PRIVATE LIMITED (PREVIOUSLY KNOWN AS
VISAMAN SALES PRIVATE LIMITED) Corporate guarantee is given by way of mortgage of property
of the Company in favor of Bank of India for credit facilities availed by Visaman Steel
Pipe Private Limited (Previously known as VISAMAN SALES PRIVATE LIMITED) |
4.5 |
Guarantee is given with the approval of the Members of the
Company under section 185 of the Companies Act, 2013 at their extra-ordinary general
meeting held on 09/05/2024. Guarantee given is within the limit of section 186 approved by
the Members of the Company at their extra-ordinary general meeting held on 29rh
June. 2023. The Members has approved limit under section 186 of the Companies Act, 2013
upto Rs. 200.00 Crores. |
|
|
However. Charge of BOI is satisfied on 16/05/2026 and no
Corporate Guarantee in favour of Bank of India is outstanding as on 16/05/2026. |
| 2 VISAMAN INFRA PROJECTS LIMITED Corporate guarantee is given
in favour of Aditya Birla Capital Limited for Credit facilities availed by VISAMAN INFRA
PROJECTS LIMITED |
3.00 |
Guarantee is given with the approval of the Members of the
Company under section 185 of the Companies Act, 2013 at their extra-ordinary general
meeting held on 04/04/ 2025. Guarantee given is within the limit of section 186 approved
by the Members of the Company at their extra-ordinary general meeting held on 29'h
June. 2023. The Members has approved limit under section 186 of the Companies Act, 2013
upto Rs. 200.00 Crores. |
Details of Loans granted is as under:
Further, the Company has given Loan and total outstanding loans as on
31st March, 2026 is of Rs. 1580.73 Lacs which includes loan given to its Wholly
owned Subsidiary Company M/s. VRV Techsol Limited, outstanding amount of loan given to its
wholly owned subsidiary company is of Rs. 2.39 Lakhs. Company has given loans in
compliance with the provisions of Section 185 and section 186 of the Companies Act,
2013.Loans are given to group Company with the approval of Members of the Company under
section 185 of the Companies Act. 2013 at their extra-ordinary general meeting held on
04/04/ 2025. Further, Loans given is within the limit ot section 186 approved by the
Members ot the Company at their extra-ordinary general meeting held on 29rh
June, 2023. The Members has approved limit under section 186 of the Companies Act, 2013
upto Rs. 200.00 Crores.
Details of Investment:
As stated aforesaid, during the year, Company has incorporated its
Wholly owned Subsidiary Company namely VRV TECHSOL LIMITED and said wholly owned
subsidiary company got incorporated on 30,h September, 2025 and accordingly
company has invested an amount of Rs. 1.00 Lakhs as subscribed capital in aforesaid wholly
owned subsidiary company which is within the limit of section 186 approved by the Members
of the Company at their extra-ordinary general meeting held on 29rh June, 2023.
The Members has approved limit under section 186 of the Companies Act. 2013 upto Rs.
200.00 Crores.
7. 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, 2026.
8. HOLDING/SUBSIDIARY/ASSOCIATE COMPANY & REPORT ON PERFORMANCE AND
FINANCIAL POSITION OF THE SUBSIDIARY
As Stated, aforesaid, the Company has incorporated VRV Techsol Limited
as wholly owned Subsidiary.
Further, in accordance with Section 129(3) of the Companies Act, 2013,
Consolidated Financial Statements of your Company with above entity has been prepared
which form part of the Annual Report. Further, the report on the performance and financial
position of wholly owned subsidiary and salient features of the financial statements in
the prescribed Form AOC-1 is annexed to and forming part of Consolidated Financial
Statements of the Company.
In accordance with Section 136 of the Companies Act, 2013. the audited
financial statements, including the consolidated financial statements and related
information of the Company and audited financial statements of above mentioned entities
will be available for inspection during business hours at the Registered Office of the
Company. The same shall also be available on Company's website at
www.visamanglobalsales.com The key highlights of company's Wholly owned Subsidiary is
disclosed as under:
M/s. VRV Techsol Limited is incorporated on 30th September.
2025 with an object of
1. To carry on the business in India or outside India of sell,
purchase, lease, rent, import, export, distribute, host (in data centers or over the
web),designing, invent, development, customisation, implementation, maintenance, testing
and benchmarking, consultancy, advising, research and development and dealing in all kind
of own and third party computer software solutions including non-customized software,
Software as a service (SaaS), Information Technology Projects, Cloud Based Servers
services and solutions, internet/web based applications, Internet and Intranet website
applications solutions, resource planning, e-commerce, value added products and other
business applications including their licensing and support on own or through
sub-contracting basis, offering services on-site/ offsite or through development centers
using owned/hired or third party infrastructure and equipment and all related activities
thereto. To carry on the business of designing, developing, providing, and operating web
hosting services including their licensing and support and related activities thereto.
2. To design, invent, make use of, hire, buy, sell, lease, rent,
import, export, assemble, repair, provide after sales and maintenance support services or
otherwise dispose off and generally to deal in all type of Computer Hardware Systems,
firmware and any other equipment including parts and accessories and all related
activities thereto.
During the financial year 2025-26. VRV Techsol Limited reported a total
revenue from operation of Rs. 0.42 Lacs. This being the 1st year of Company after
incorporation, Company is in gestation period and accordingly incurred loss of Rs. 0.92
Lakhs.
9. 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.
OTHER DISCLOSURES RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF
COMPANIES ACT UNDER RULE 8(5)
| Particulars |
Particulars |
| (i) Deposits accepted during year |
Nil-0 |
| (ii) Deposits remained unpaid or unclaimed at end of year |
Nil-0 |
| (iii) Amount of default in repayment of deposits or payment
of interest thereon beginning of year |
Nil-0 |
| (iv) Maximum amount of default in repayment of deposits or
payment of interest thereon during year |
Nil-0 |
| (v) Amount of default in repayment of deposits or payment of
interest thereon end of year |
Nil-0 |
| (Vi) Number of cases of default in repayment of deposits or
payment of interest thereon beginning of year |
Nil-0 |
| (vii) Maximum number of cases of default in repayment of
deposits or payment of interest thereon during year |
Nil-0 |
| (viii) Number of cases of default in repayment of deposits or
payment of interest thereon end of year |
Nil-0 |
| (ix) Details of deposits which are not in compliance with
requirements of Chapter V of act |
Nil-0 |
10. 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- II and Related party Transactions as per Companies Act. 2013 and as
per Accounting Standard are given in Note No. 2.29 - forming part of the financial
statements and forms part of this Annual Report.
11. MAJOR EVENTS & CHANGE IN NATURE OF BUSINESS OF THE COMPANY
During the year 2025-26. there has been no change in nature of business
of the Company. No Major Events has been occurred during the year 2025-26 except change in
Capital structure.
12. 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:
No Material Changes and Commitment 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.
13. 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 internal 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.
14. 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.
15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL1 ACT. 2013 & MATERNITY BENFIT Act. 1961
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 2025-2026 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, 1961
Number of employees as on the closure of financial year ended on 31st
March. 2026: Total 5 Female Employees and total 8 Male employees were employed as on the
closure of financial year ended on 31st March, 2026.
16. 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-lll to Board’s report.
17. 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.
18. NON-APPLICABILITY OF PROVISIONS UNDER SEBI (LODR) 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, 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.
19. INVESTOR EDUCATION & PROTECTION FUND
Company was neither required to transfer any shares nor any amount to
Investor Education and Protection Fund (IEPF).
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Avni Mitulbhai Vasa (DIN: 08494957) retires at the ensuing Annual
General Meeting pursuant to provision of section 152(6) of the Companies Act, 2013 and
being eligible offer herself for re-appointment.
Brief profile seeking re-appointment in forth coming Annual General
Meeting pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard-2 disclosed
in Annexure I of Notice.
During the financial year 2025-2026 no other changes were done in the
Board of Directors or Key Managerial Personnel of the Company except re-appointment of
Managing Director and Independent directors for second term as disclosed below:
1. Re-appointment of Mr. Mitulkumar Sureshchandra Vasa (DIN: 07789750)
as Managing Director of the Company for a term of five (5) years w.e.f 30th December, 2025
to 29th December, 2030 and liable to retire by rotation.
2. Reappointment of Mr. Bharat Maganlal Thurner (DIN: 08957139) as an
Independent director for a second term of five consecutive years w.e.f September 26.2025.
3. Reappointment of Mr. Paras Fulabhai Shinqala (DIN: 03518750) as an
Independent director for a second term of five consecutive years w.e.f September 26.2025.
The Composition of Board of Directors as on 31st March, 2026
is as follows and none of the directors of the Company are disqualified to continue to act
as Director of the company:
| Name |
DIN |
Designation |
| 1. Mr. Mitulkumar Sureshchandra Vasa |
07789750 |
Chairman & Managing Director |
| 2. Mr. Brijesh Narendrabhai Kular |
09648254 |
Whole Time Director & CFO |
| 3. Mrs. Avni Mitulbhai Vasa |
08494957 |
Non-Executive Non-Independent Women Director |
| 4. Mr. Abhishek Ranjitbhai Rathod |
10519845 |
Non-Executive Independent Director Chairman of Audit
Committee and Corporate social Responsibility Committee |
| 5. Mr. Bharat Maganlal Thumar |
08957139 |
Non-Executive Independent Director Chairman of Nomination
& Remuneration Committee |
| 6. Mr. Paras Fulabhai Shingala |
03518750 |
Non-Executive Independent Director Chairman of Stakeholders
Relationship Committee |
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 as on
3111 March, 2026:
| Name of Key Managerial Personnel (KMP) |
Designation |
| 1 Mr. Mitulkumar Sureshchandra Vasa |
Managing Director DIN: 07789750 |
| 2 Mr. Brijesh Narendrabhai Kular |
Whole-Time Director and CFO |
| 3 Ms. Ankita Anil Jain (Mrs. Ankita H. Rawal) |
Company Secretary |
Independent Directors: As stated, atoresaid, as on 31st March, 2026.
Mr. Bharat Maganlal Thumar (DIN: 08957139). Mr. Paras Fulabhai Shingala (DIN: 03518750)
and Mr. Abhishek Ranjitbhai Rathod (DIN: 10519845) are the Independent Directors of the
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 and Mr. Abhishek Ranjitbhai Rathod (DIN:
10519845) have cleared online proficiency self-assessment test and Mr. Bharat Maganlal
Thumar (DIN: 08957139), Mr. Paras Fulabhai Shingala (DIN: 03518750) are exempted for the
online proficiency self-assessment test.
21. DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF
CODE OF CONDUCT.
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.
Further, Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV to the Act.
It is further declared that all Board members and senior management
personnel have affirmed compliance with the company's established Code of Conduct for the
financial year 2025-26.
22. NUMBER OF MEETINGS OF THE BOARD AND GENERAL MEETING AND ATTENDENCE
AND OTHER RELATED DETAILS
During the financial year 2025-26, 14 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 07/04/2025, 29/05/2025. 10/07/2025, 16/07/2025, 11/08/2025,
09/09/2025.
11/09/2025, 13/11/2025. 17/12/2025, 01/01/2026. 29/01/2026, 13/02/2026,
05/03/2026, 12/03/2026.
Further, as per Schedule IV of the Companies Act. 2013 and as per SEBI
(Listing Obligations and Disclosure Requirements). Regulations 2015. the Independent
Directors shall hold at least one meeting in a financial year without the presence of Non-
Independent Directors and Management representatives.
During the financial year 2025-26. the Independent Directors met on 3'd
March, 2026.
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:
| Name of Directors Designation as on 31-03-2026 |
Mr. Mltulkumar Sureschandra Vasa Chairman
and Managing Director |
Mr. Brijesh Narendrabhai Kular Whole-Time
Director and CFO |
Mrs. Avni Mitulbhai Vasa Non-Executive Non-
Independent Women Director |
Mr. Bharat Maganlal Thumar Non-Executive
Independent Director |
Mr. Paras Fulabhai Shingala Non-Executive
Independent Director |
Mr. Abhishek Ranjltbhai Rathod
Non-Executive Independent Director |
| Dates of Board Meeting |
|
|
|
|
|
|
| 07/04/2025 |
Y |
Y |
Y |
Y |
Y |
Y |
| 29/05/2025 |
Y |
Y |
Y |
Y |
Y |
Y |
| 10/07/2025 |
Y |
Y |
Y |
Y |
Y |
Y |
| 16/07/2025 |
Y |
Y |
Y |
Y |
Y |
Y |
| 11/08/2025 |
Y |
Y |
Y |
Y |
Y |
Y |
| 09/09/2025 |
Y |
Y |
Y |
Y |
Y |
Y |
| 11/09/2025 |
Y |
Y |
Y |
Y |
Y |
Y |
| 13/11/2025 |
Y |
Y |
Y |
Y |
Y |
Y |
| 17/12/2025 |
Y |
Y |
Y |
Y |
Y |
Y |
| 01/01/2026 |
Y |
Y |
Y |
Y |
Y |
Y |
| 29/01/2026 |
Y |
Y |
Y |
Y |
Y |
Y |
| 13/02/2026 |
Y |
Y |
Y |
Y |
Y |
Y |
| 05/03/2026 |
Y |
Y |
Y |
Y |
Y |
Y |
| 12/03/2026 |
Y |
Y |
Y |
Y |
Y |
Y |
| Date of Meeting (DD/MM/YYYY) |
Total No. of Directors as on the date of
meeting |
Attendance |
|
|
No. of directors |
% of attendance |
| 07/04/2025 |
6 |
6 |
100 |
| 29/05/2025 |
6 |
6 |
100 |
| 10/07/2025 |
6 |
6 |
100 |
| 16/07/2025 |
6 |
6 |
100 |
| 11/08/2025 |
6 |
6 |
100 |
| 09/09/2025 |
6 |
6 |
100 |
| 11/09/2025 |
6 |
6 |
100 |
| 13/11/2025 |
6 |
6 |
ioo |
| 17/12/2025 |
6 |
6 |
100 |
| 01/01/2026 |
6 |
6 |
100 |
| 29/01/2026 |
6 |
6 |
100 |
| 13/02/2026 |
6 |
6 |
100 |
| 05/03/2026 |
6 |
6 |
100 |
| 12/03/2026 |
6 |
6 |
100 |
Company Secretary Ms. Ankita Anil Jain (Mrs. Ankita Harsh Rawal) has
also attended all the Board meetings.
Details ot Previous Annual General Meeting Presence, last Three years
Annual General Meeting, Directorship, Chairmanship and Membership in other Companies are
presented hereunder:
| . Name of Director |
Category |
Attendance at Last AGM held on 26-09-2025 |
| 1. Mr. Mitulkumar Sureshchandra Vasa |
Nl and E |
Yes |
| 2 Mrs. Avni Mitulbhai Vasa |
Nl and NE |
Yes |
| 3. Mr. Brijesh Narendrabhai Kular |
Nl and E |
Yes |
| 4. Mr. Paras Fulabhai Shingala |
IND and NE |
Yes |
| 5. Mr. Bharat Maganlal Thumar |
IND and NE |
Yes |
| 6. Mr. Abhishek Ranjitbhai Rathod |
IND and NE |
Yes |
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:
| Name of Director |
No. of other Directorship |
Membership in the Committee of other
Company |
Chairmanship At the Committee of other
Company |
| 1 Mr. Mitulkumar Sureshchandra Vasa |
NIL |
NIL |
NIL |
| 2 Mrs. Avni Mitulbhai Vasa |
NIL |
NIL |
NIL |
| 3 Mr. Brijesh Narendrabhai Kular |
NIL |
NIL |
NIL |
| 4 Mr. Paras Fulabhai Shingala |
NIL |
NIL |
NIL |
| 5 Mr. Bharat Maganlal Thumar |
NIL |
NIL |
NIL |
| 6 Mr. Abhishek Ranjitbhai Rathod |
NIL |
NIL |
NIL |
GENERAL BODY MEETING:
(I) Details Of the Last Three Annual General Meetings:
| Financial Year |
Location |
Date |
Day |
Time |
| 2024-2025 |
C/O.. Jain Traders. 8. Sorathiawadi Near Narmada. 80 Feet
road. Rajkot- 360002, Gujarat, India |
261h September, 2025 |
Friday |
11:00 A.M. |
| 2023-2024 |
C/O., Jain Traders, 8. Sorathiawadi Near Narmada, 80 Feet
road, Rajkot- 360002, Gujarat, India |
27,n September. 2024 |
Friday |
11:00 A.M. |
| 2022-2023 |
C/O., Jain Traders. 8. Sorathiawadi Near Narmada. 80 Feet
road. Rajkot- 360002, Gujarat, India |
30,h September. 2023 |
Saturday |
10:00 A.M. |
Whether Special Resolution Passed in the Lost Three (3) Annual General
Meeting : Yes
| Financial Year |
Special Resolution |
| 2024-25 |
1. Re-appointment of Mr. MitulkumarSureshchandra Vasa (DIN:
07789750) as Managing Director of the Company. |
|
2. Reappointment of Mr. Bharat Maganlal Thumer (DIN:
08957139) as an Independent director for a second term of five consecutive years. |
|
3. Reappointment of Mr. Paras Fulabhai Shinqala (DIN:
03518750) as an Independent director for a second term of five consecutive years. |
Were any resolutions put through postal ballot last year: NO any postal
Ballot resolution during the year 2025-26.
23. 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.
24. 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 ot
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.
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
25. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 related to
Corporate Social Responsibility is not applicable to the Company for the year 2025-26.
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.
Further, Company has earned Profit before Tax of more than Rs. 5.00
Crores for the year ended on 31st March, 2026 and so Company falls under the
ambit of section 135 of the Companies Act, 2013 and required to spent 2% of Average Net
Profit of Last 3 years during the year 2026-27.
Accordingly. Company has framed CSR Policy and available at the website
of the Company at visamanglobalsales.com/investor.policies Company has also Framed CSR
Committee and the same is disclosed below under Committees of Board.
26. COMMITTEES OF BOARD
At present the Company is having 4 (Four) Committee i.e. Audit
Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee,
and corporate Social Responsibility Committee.
A. AUDIT COMMITTEE
Company has constituted an Audit Committee pursuant to provision of
section 177 of the Companies Act, 2013.
(i) Composition:
| Mr. Abhishek Ranjitbhai Rathod |
DIN:10519845 |
Chairman |
Non-Executive Independent Director |
| Mr. Bharat Maganlal Thumar |
DIN: 08957139 |
Member |
Non-Executive Independent Director |
| Mr. Brijesh Narendrabhai Kular |
DIN: 09648254 |
Member |
Executive Director (Whole-time Director) |
(ii) Meetings:
During the year the Committee has met 4 (Four) times during the year on
following dates 29/05/2025, 11/08/2025, 13/11/2025,01/01/2026.
All the members of the Committee have attended all 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.
B 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.
(i) Composition:
| Mr. Bharat Maganlal Thumar |
DIN: 08957139 |
Chairman |
Non-Executive Independent Director |
| Mr. Abhishek Ranjitbhai Rathod |
DIN: 10519845 |
Member |
Non-Executive Independent Director |
| Mr. Paras Fulabhai Shingala |
DIN: 03518750 |
Member |
Non-Executive Independent Director |
(ii) Meeting:
During the year the Committee has met 1 (One) time during the year on
following date 11/08/2025. 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 skill, which would help the Company in attainment
of its objectives.
The terms & conditions of appointment of Directors is available on
the Company’s website at visamanglobalsales.com/lnvestor/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 Whole-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, SEBI (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. 2025-26 are as
under:
| Name |
Total Pay* |
| 1 Mr. Mitul Sureshchandra Vasa - Managing Director |
60.00.000/- |
| 2 Mr Brijesh Narendrabhai Kular Whole Time Director |
12.00.000/- |
Inclusive of salary, perquisites, incentives. Commission and allowance.
No remuneration and no sitting fees is paid to non -executive directors.
Further, in Board meeting held on ll,h August, 2026, Board
on the recommendation of Nomination and Remuneration Committee, has revised the
remuneration of Managing Director subject to approval of Members of the Company at ensuing
Annual General Meeting:
| . Name |
Total Pay |
| 1 Mr. Mitul Sureshchandra Vasa Managing Director Effective
from Ob' August, 2026 for a period of 3 years |
84,00.000/- |
The Stakeholders' Relationship Committee ('SRC') meets the criteria
laid down under Section 178 of the Companies Act, 2013.
(i) Composition:
| Mr. Paras Fulabhai Shingala |
DIN: 03518750 |
Chairman |
Non-Executive Independent Director |
| Mr. Mitulkumar Sureshchandra Vasa |
DIN: 07789750 |
Member |
Executive Director (Managing Director) |
| Mr. Brijesh Narendrabhai Kular |
DIN: 09648254 |
Member |
Executive Director (Whole Time Director) |
(ii) Meeting:
During the year the Committee the members of the Committee met 3
(three) times on 10/07/2025, 13/11/2025 and on 12/03/2026. 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.
D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Pursuant to provisions of section 135 of the Companies Act. 2013
Company is required to comply with CSR provisions for the year 2026-27 and accordingly
Company has framed CSR Committee w.e.f. 27,h May, 2026.
(I) Composition:
| Mr. Abhishek Ranjitbhai Rathod |
DIN:10519845 |
Chairman |
Non-Executive Independent Director |
| Mr. Mitulkumar Sureshchandra Vasa |
DIN:07789750 |
Member |
Executive Director (Managing Director) |
| Mr. Brijesh Narendrabhai Kular |
DIN:09648254 |
Member |
Executive Director (Whole Time Director) |
During the year 2025-26, CSR provisions was not applicable and as such
not framed any committee and no CSR committee meeting was held.
(ii) Brief Description of the terms of Reference:
(a) formulate and recommend to the Board, a Corporate Social
Responsibility Policy which shall indicate the activities to be undertaken by the company
in areas or subject, specified in Schedule VII
(b) recommend the amount of expenditure to be incurred on the
activities referred to in clause (a): and
(c) monitor the Corporate Social Responsibility Policy of the company
from time to time.
27. 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 has 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;
lv) 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.
28. 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.
29. 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,h
Annual General Meeting (AGM) held on 30,h 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 Meefing of fhe Financial year 2027-28 and fo conduct audit for the year
2026-27.
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, 2026 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 2025-26.
The Secretarial Audit Report for the financial year ended March 31.
2026 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-IV. The Secretarial Auditors
Report for the financial year ended March 31, 2026 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 and Cost
audit is not applicable.
30. 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
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.
31. 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.
32. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the
Annual Return as on March 31, 2026 is available on the Company’s website,
https://visamanalobalsoles.com/lnvestors.
33. 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 equipment: 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: Rs.98.46 Lakhs
34. STATEMENT OF DEVIATION OR VARIATION:
DETAILS OF UTILIZATION OF IPO FUNDS
In accordance with the provisions of sub regulation (4) of Regulation
32 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 during
the financial year 2024-25, 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 byway of
passing of special resolution through Postal Ballot on December 21,2024.
The prospectus prescribed to utilize Rs721.89 Lakhs for capital
expenditure towards setting up of a manufacturing facility at Revenue Survey No. 238,
Paiki 2, 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
Rs721.89 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
materials 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 at the time of IPO and amount utilized by the Company as on 31.03.2026
is give below:
| Objectives of IPO Funds Raised Amount |
Amount (Rs. In Lacs) |
Amount Utilized (Rs. In Lacs) |
| 1 Capital expenditure towards setting up of a manufacturing
facility at Rajkot |
721.89 |
689.25 |
| 2 Working Capital Requirements |
700.00 |
700.00 |
| 3 General corporate purposes |
22.02 |
22.02 |
| 4 Issue related expense |
160.85 |
160.85 |
| Total |
1604.76 |
1572.12 |
Note: The Unutilized amount of Rs.32.64 Lakhs shall be utilized for the
same purpose as mentioned after deviation. Further, there is no deviation/variation as on
31.03.2026.
Further, details of funds to be utilized/Original Allocation for the
specified objects at the time of IPO and amount utilized by the Company as on 11.08.2026
is give below:
| Objectives of IPO Funds Raised Amount |
Amount (Rs. In Lacs) |
Amount Utilized (Rs. In Lacs) |
| 1 Capital expenditure towards setting up of a manufacturing
facility at Rajkot |
721.89 |
708.94 |
| 2 Working Capital Requirements |
700.00 |
700.00 |
| 3 General corporate purposes |
22.02 |
22.02 |
| 4 Issue related expense |
160.85 |
160.85 |
| Total |
1604.76 |
1591.81 |
Note: The Unutilized amount of Rs. 12.95 Lakhs shall be utilized for
the same purpose as mentioned after deviation. Further, there is no deviation/variation as
on 11.08.2026.
DETAILS QF UTILIZATION QF FUNDS RAISED THROUGH PREFERENTIAL ISSUE
There is no deviation/variation in funds raised through Preferential
Issue
| Sr. Objectives of No. Funds raised through Preferential Issue |
Amount (Rs. In Lacs) |
Amount Utilized (Rs. In Lacs) |
Remarks |
| 1 Working Capital Requirements |
4.398.34 |
3.615.34 |
During the year ended 31st March, 2026, the Company raised
Rs.4820.46 lakhs by way of preferential issue of 5559100 equity shares of Rs.10 each at a
premium of Rs.50 per share to non- promoters and 4200000 equity share warrants of Rs.10
each at a premium of Rs.50 per equity share warrant to promoters out of which 19,00,000
warrants have been converted into equity shares upon receipt of the balance consideration
at Rs.60 per share. In respect of the remaining 23.00,000 warrants, the Company has
received upfront subscription money of Rs. 15 per warrant aggregating to Rs.345.00 lakhs,
and the same are pending conversion as at the reporting date. |
| 2 General corporate purposes |
1.466.11 |
1,205.12 |
During the year ended 31st March, 2026, the Company raised
Rs.4820.46 lakhs by way of preferential issue of 5559100 equity shares of Rs.10 each at a
premium of Rs.50 per share to non- promoters and 4200000 equity share warrants of Rs.10
each at a premium of Rs.50 per equity share warrant to promoters out of which 19.00,000
warrants have been converted into equity shares upon receipt of the balance consideration
at Rs.60 per share. In respect of the remaining 23,00,000 warrants, the Company has
received upfront subscription money of Rs.15 per warrant aggregating to Rs.345.00 lakhs,
and the same are pending conversion as at the reporting date. |
| Total |
5864.46 |
4820.46 |
|
35. Other Disclosures During the year under review:
i) no significant and 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;
Hi) 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: 11th August. 2026 |
VISAMAN GLOBAL SALES LIMITED |
|
Mitulkumar Sureshchandra Vasa |
|
Chairman and Managing Director |
|
DIN:07789750 |