As on: Sep 23, 2026 01:35 AM
Dear Shareholders,
Your Directors are pleased to present the 5th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2026 ("FY 2025-26/ Fy26").
1. STATE OF THE COMPANY'S AFFAIRS & FINANCIAL HIGHLIGHTS:
The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").
The summarized financial highlight is depicted below:
*Previous year figures have been regrouped / re-arranged wherever necessary.
2. BUSINESS OVERVIEW & FINANCIAL PERFORMANCE:
Vital Chemtech Limited Company is engaged in the business of manufacturing of Phosphorus Derivatives Products. Your Company is manufacturer and supplier of Phosphorus base chemicals with highest quality practice and compliant with Highest Environmental, Health, and Safety (EHS) in chemical industry.
Presently your company manufactures Phosphorus Trichloride (Pcl3), Phosphorus Oxychloride (POCl3), Phosphorus Pentachloride (PCl5), Phosphorus Pentoxide (P2O5), Poly Phosphoric Acid (PPA) and Phosphorus Pentasulfide (P2S5). These products serve as essential raw materials for a wide range of industries, including life sciences, crop protection, dyes and pigments, plastic additives, and textile auxiliaries. Our company also does trade of its raw Material.
Your Company has demonstrated consistent growth in both revenue and profitability, as reflected in the financial statements. With nearly a decade of experience in manufacturing phosphorus-based specialty chemicals, we have maintained a strong track record of operational excellence. Over the past three fiscal years, we have achieved sustained improvements across key financial indicators, including a notable increase in net worth. This progress has been driven by our commitment to organic growth and strategic expansion of operations.
Standalone Financial performance of the Company
The Total income of your Company for the year ended March 31, 2026 was Rs. 11381.71 Lakhs as against the total income of Rs. 12502.60 Lakhs for the previous year ended March 31, 2025. The Total Income of your company was decreased by 8.97 % over previous year due to lower market demand and decreases in other interest income.
During the year, your Company has earned Net Profit/(Loss) of Rs. 894.54 Lakhs for the current financial year under review as compared to Net Profit/(Loss) of Rs. 691.74 Lakhs in the previous financial year. The profit of your Company increased about 29.32 % as compared to previous financial year.
Consolidated Financial Performance of your Company:
The Consolidated Financial Statements presented by your Company include the financial results of Vital Alkoxides Private limited and Vital Synthesis Limited, Subsidiary Companies of our Company. During the year under review, the Consolidated total income of your Company was Rs. 12760.73 Lakhs, the Consolidated Revenue from Operation of the Company was Rs. 12644.16 Lakh and your Company had a Consolidated Net Profit /(Loss) of Rs. 102.69 Lakhs for the year ended March 31, 2026 as compared to Rs. 396.90 Lakhs during the previous financial year ended March 31, 2025.
3. TRANSFER TO GENERAL RESERVE:
During the FY 2025-26, the Company has transferred Rs 36.26 Lakhs to General Reserves.
4. DIVIDEND:
To conserve liquidity for future business operations, Your Directors has not recommended any dividend for the Financial Year ended March 31, 2026.
5. TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under 2025-26, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act, 2013. The following table gives information relating to outstanding dividend accounts and the dates when due for transfer to IEPF:
No amount of unclaimed dividend is due for transfer to the Investor Education and Protection Fund administered by the Central Government pursuant to Section 124 and 125 of the Companies Act, 2013. Further, the Company does not have any unclaimed shares pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund), Rules, 2016 as notified from time to time.
6. DIVIDEND DISTRIBUTION POLICY:
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the requirement to formulate and disclose a Dividend Distribution Policy is applicable only to the top 1,000 listed companies based on market capitalization. As the Company does not fall within the said threshold, the provisions of Regulation 43A are not applicable to it.
7. CHANGE IN NATURE OF BUSINESS:
During the year under review, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.
8. EMPLOYEE STOCK OPTION SCHEME - 2025
Vital Employee Stock Option Scheme-2025 has been approved and authorized by the Board of Directors of the Company pursuant to the resolution dated September 01, 2025 and by the Shareholders of the Company pursuant to a Special Resolution dated September 27, 2025 passed in 4th Annual general Meeting to grant up to 4,80,000 (Four Lakhs Eighty Thousand) Employee Stock Options ('Options'), in one or more tranches, to such eligible employees as may be determined by the NRC in terms of the Plan, that would entitle the grantees (in aggregate) to subscribe up to 4,80,000 (Four Lakhs Eighty Thousand) fully paid-up equity shares of Rs. 10 (Rupees Ten only).
The Board of Directors decided to expand the scheme and provide its benefits to the employees of the "Group Companies" [Group Company means Subsidiary / Associate company(ies) in India or outside India, or holding company of the company (present and future, if any)] which was subsequently approved by the Shareholders of the Company in the above meetings. The purpose of the "Vital Employee Stock Option Scheme-2025" is to reward, attract, motivate and retain eligible employees and Directors of the Company for their high level of individual performance and for their efforts to improve the financial performance of the Company with the objective of achieving sustained growth of the Company and creation of shareholders 'value by aligning the interests of the eligible employees with the long-term interests of the Company.
The Nomination and Remuneration committee has granted total 2,32,300 equity stock options of the face value of Rs. 10 each ('ESOPs'), at the grant price of Rs. 10 (Rupees Ten only) per option to the eligible employees of the Company on March 24, 2026.
The Statutory disclosures as required under Regulation 14 of Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 with regard to Vital Chemtech Limited is available on the website of the Company at www.vitalgroup.co.in .
The Company has also obtained certificate from the Secretarial Auditors confirming that Vital Employee Stock Option Scheme-2025, have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the shareholders of the Company. A copy of the certificate has been uploaded on the website of the Company i.e., www.vitalgroup.co.in
9. SHARE CAPITAL:
Authorized Capital:
During the year under review, there was no change in the Authorized share capital of your Company.
The Authorized Share Capital of your Company is Rs. 25,00,00,000 /- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
During the year under review, there was no change in the Issued, Subscribed & Paid-Up Capital of your Company.
The Paid-up Capital of the Company is Rs. 23,95,11,000/- (Twenty-Three Crore Ninety-Five Lakh Eleven Thousand Rupees Only)/- divided into 2,39,51,100 (Two Crore Thirty-Nine Lakh Fifty-One Thousand One Hundred only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
10. MIGRATION:
During the year under review, the shareholders of the Company, by way of a resolution passed through postal ballot on December 21, 2025, approved the migration of the listing and trading of the Company's Equity Shares from the Emerge Platform of the National Stock Exchange of India Limited ("NSE") to the Main Board of NSE and the Main Board of BSE Limited ("BSE").
Pursuant to the aforesaid approval, the Company applied to NSE for migration to its Main Board. Accordingly, the Equity Shares of the Company were successfully migrated from NSE Emerge to the Main Board of NSE with effect from March 11, 2026.
Consequent upon the migration to the Main Board, the Company adopted Indian Accounting Standards ("Ind AS") with effect from April 1, 2025, with April 1, 2025 being the date of transition, in accordance with the Companies (Indian Accounting Standards) Rules, 2015, as amended, notified under Section 133 of the Companies Act, 2013, and the rules made thereunder. The Company has also complied with the applicable requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with the relevant provisions and guidance issued thereunder.
Accordingly, the financial results of the Company for the quarter and year ended March 31, 2026 were prepared in accordance with Ind AS and were duly considered and approved by the Board of Directors at its meeting held on May 29, 2026.
11. ALTERATION OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND MEMORANDUM OF ASSOCIATION:
During the year under review, no changes took place in Memorandum of Association and Articles of Association of your Company.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31, 2026, your Company's Board have 6 (Six) members comprising of 2(Two) Executive Directors, 1(One) Non-
Executive Director and 3(Three) Independent Directors. The Board also includes one-woman Non-Executive Director thereby ensuring compliance with the statutory requirements as well as maintaining a balanced and diverse composition. The details of Board of Directors are as follows:
The composition of the Board and its Committees, along with details relating to the tenure of Directors, their skills and areas of expertise, and other relevant information, are provided in the Corporate Governance Report, which forms part of this Annual Report. In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has identified the key skills, expertise, and core competencies of its members in the context of the Company's business for ensuring effective governance and strategic oversight. A detailed matrix of such skills and competencies is mentioned in the Corporate Governance Report, which forms an integral part of this Annual Report.
13. INFORMATION ON DIRECTORATE:
During the financial year under review the below mentioned changes was made in composition of Board of Directors Appointment: -
Mr. Vivek Dinesh Nathwani was appointed as an Additional Director (Non-Executive Independent Director) of the Company w.e.f. 30th May 2025. The members of the Company at Annual General meeting held on 27th September, 2025 regularized his appointment as Non-Executive Independent Director for a term of Five years w.e.f. May 30, 2025.
Resignation: -
Mr. Suneel Mundra, Additional Director (Non-Executive Independent Director) of the Company resigned w.e.f. 30th May, 2025 on account of personal & unavoidable circumstances & there are no other material reasons other than those provided. Re-appointment / Change in designation:
During the year under review, the change in the designation of Mrs. Sangeeta Vipul Bhatt from Whole-Time Director to NonExecutive Director approved by the board on 14th June, 2025 and approved by the Shareholders in the 4th Annual General meeting held on September 27, 2025.
Furthermore, Mr. Vivek Dinesh Nathwani & Mr. Ajay Kumar Agrawal was regularized as a Non-Executive Independent Director & appointed for a term of Five years by the Shareholders in the 4th Annual General meeting.
Re-appointment of Director(s) retiring by rotation:
In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Jay Vipul Bhatt (DIN: 09363173), is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.
The Board recommends the re-appointment of Mr. Jay Vipul Bhatt (DIN: 09363173) as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.
14. DECLARATION FROM INDEPENDENT DIRECTORS:
Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act & regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
15. KEY MANAGERIAL PERSONNEL:
As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and
203 of the Act:
Mr. Vipul Bhatt - Chairman, Managing Director Mr. Jay Vipul Bhatt- Whole-time director
Ms. Atula Jagdishbhai Patel - Company Secretary & Compliance Officer
Mr. Jitendra Raval - Chief Financial Officer
Appointment and Cessation of Key Managerial Personnel (KMPs)
During financial year 2025-26, Ms. Ketki Ajay Oza has resigned from the Post of Chief Financial Officer of the Company with effect from July 05, 2025. Pursuant to the recommendation of the Audit Committee, the Board appointed Mr. Vipul Bhatt as Chief Financial Officer of the Company with effect from October 07, 2025.
After closure of the year, Mr. Vipul Bhatt resigned from the post of Chief Financial Officer of the Company w.e.f. August 14, 2026 & Mr. Jitendra Raval appointed as Chief Financial Officer of the Company in his place w.e.f. August 15, 2026.
16. BOARD MEETING:
The Board meets at regular intervals to deliberate on business performance, strategies, and other key matters. As per statutory requirements, Board meetings are held at least once every quarter to review the financial and operational performance of the Company. Additional meetings are convened as and when necessary. During the year under review, Board of Directors, met 8 (Eight) times. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report as Annexure F.
The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.
17. GENERAL MEETING:
During the year under review, the following general meetings were held, the details of which are given as under:
Particulars of the Extra-Ordinary General Meeting of the Company held during the year:
There was no Extra Ordinary General Meeting held during the year under consideration.
18. DISCLOSURE BY DIRECTORS:
The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
19. INDEPENDENT DIRECTORS:
In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on date, the Company has 3 (three) NonPromoter & Non-Executive Independent Directors. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act & regulation 16 of SEBI Listing regulations. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, and expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5) (iii) of the Companies (Accounts) Rules, 2014.
During the year, a separate meeting of Independent Directors was held on January 20, 2026 and March 24, 2026 to review the performance of Non-Independent Directors and Board as whole and performance of Chairman/Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.
20. CHANGE IN THE REGISTERED OFFICE:
During the year under review, there was no change of registered office of the Company. The Registered Office of the Company is situated at B-406, Mondeal Heights, Opp. Karnavati Club, S. G. Highway, Ahmedabad-380015, Gujarat.
21. 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;
The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In addition, the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Policy on Directors' appointment and remuneration:
Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company at https://www.vitalgroup.co.in/investor-pdf/Nomination_and_Remuneration_Policy.pdf .
The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.
22. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
A) In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;
B) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year;
C) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
D) The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis;
E) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
F) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
23. COMMITTEES OF BOARD:
The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Relationship Committee
The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Annual Report.
24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company is committed to conducting its affairs in a fair and transparent manner, fostering professionalism, honesty, integrity, and ethical behavior among its employees and stakeholders. In line with this commitment, the Company has adopted a Whistle Blower Policy as part of its vigil mechanism.
Further, the Code of Business Conduct ("the Code") sets out important corporate ethical practices that guide the Company's value system and business functions and embody the core values of the Company. During the financial year ended March 31, 2026, no whistle blower complaints were received from any employee or Director of the Company. The Board also confirms that no employee or Director was denied access to the Audit Committee or its Chairman under the vigil mechanism. The Whistle Blower Policy of the Company is available on the website of the Company at https://www.vitalgroup.co.in/investors.html .
25. PUBLIC DEPOSIT:
During the year under review, the Company has not accepted or renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the disclosure relating to non-compliance with the requirements of Chapter V of the Act is not applicable to the Company.
26. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:
Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
27. ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://www.vitalgroup.co.in/investors.html .
28. TRANSACTIONS WITH RELATED PARTIES:
All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.
All transactions with related parties entered into during the year under review were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions.
In terms of requirements of SEBI Listing Regulations, only Independent Directors vote on the related party transactions. During the financial year 2025-26, There were no material related party transactions, i.e., transactions exceeding 10% of the annual consolidated turnover of the Company as per the last audited financial statements. Also, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY2025-26 and hence does not form part of this report.
The Company's policy on Related Party Transactions provides clear guidance on identifying related parties, settng materiality thresholds, obtaining necessary approvals, and ensuring appropriate disclosures in line with statutory requirements. The policy is reviewed periodically by the Board and is available on the Company's website at https://www.vitalgroup.co.in/investor-pdf/Related_Party_Transaction_Policy.pdf .
Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.
The details of the related party transactions for the financial year 2025-26 is given in notes of the financial statements which is part of Annual Report.
29. PARTICULARS OF EMPLOYEES:
The ratio of the remuneration of each director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-B.
30. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder, your Company has duly constituted an Internal Complaints Committee ("ICC")
which is entrusted with the responsibility of addressing complaints pertaining to sexual harassment at the workplace.
Your directors further state and confirm that during the year under review, there were no complaints reported under the provisions of the said Act.
The disclosures with respect to complaints pertaining to sexual harassment for the financial year 2025-26 are as under:
Number of complaints pending at the beginning of the financial year: - Nil
Number of complaints filed during the financial year: Nil
Number of complaints disposed of during the financial year: Nil
Number of complaints pending at the end of the financial year: Nil
31. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961:
Company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed during the year.
32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-A of this report.
33. SECRETARIAL STANDARDS OF ICSI:
During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.
34. RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.
35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.
The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.
The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.
36. CORPORATE GOVERNANCE:
During the Financial Year 2025-26 the Company successfully migrated from NSE Emerge to the Main Board of the National Stock Exchange of India Limited (NSE) with effect from March 11, 2026. Accordingly, in terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the compliance requirements relating to Corporate Governance, as specified under Regulations 17 to 27, Regulation 46(2), and Schedule V of SEBI Listing regulations, are applicable to the Company w.e.f. March 11, 2026.
With the migration to the Main Board, your Company reaffirms its unwavering commitment to adopt and maintain the highest standards of corporate governance practices. The Corporate Governance Report, as required under the SEBI Listing Regulations, is annexed herewith as Annexure - F to this Report. The said Report is accompanied by a certificate issued by the Secretarial Auditor, confirming compliance with the prescribed conditions of Corporate Governance.
37. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As part of its Corporate Social Responsibility (CSR) initiative, the Company has continued its efforts towards the social and economic development of villages and communities located near its operations. Our focus remains on improving their quality of life and meeting the development needs of the local community.
The requirement for CSR is applicable to your Company from financial year 2025-26. Pursuant to the provisions of Section 135(9) of the Companies Act, 2013, where the amount to be spent under Corporate Social Responsibility (CSR) by a company
does not exceed fifty lakh rupees, the requirement under Section 135(1) for constitution of the Corporate Social Responsibility Committee is not applicable and the functions of such committee provided under Section 135 of the Act, are discharged by the Board of Directors of the Company. Accordingly, the function of CSR Committee is discharged by the Board under the provisions of Section 135(9) of the Act. Further, the Board has approved the Corporate Social Responsibility (CSR) Policy. CSR Policy is available on the website of the Company at www.vitalgroup.co.in CSR Report is part of Annual report as Annexure -D.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report as Annexure -E.
39. STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Abhishek Kumar & Associates, Chartered Accountant, (FRN: 130052W), were appointed as Statutory Auditor for a term of 5 years in the 1st Annual general meeting of the Members of the Company held on August 22, 2022.
The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.
Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Notes to the financial statements referred in the Auditors' Report are self-explanatory.
40. SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 ("SEBI Listing Regulations"), effective from April 1, 2025, a company is required to appoint a peer reviewed secretarial auditor (if individual then for not more than one term of five consecutive years and if a firm then for not more than two terms of five consecutive years), with the approval of the shareholders in the annual general meeting.
The applicability of the aforesaid provisions extends to companies listed on the Main Board platform of the stock exchange. The Company was admitted to the Main Board of National Stock Exchange of India with effect from March 11, 2026, and accordingly, the said provisions became applicable to the Company from that date. Considering the statutory requirements, in view of the above, based on the recommendation of Audit Committee, your Company has appointed M/s. SCS & Co LLP, Practicing Company Secretaries (Firm Registration Number L2020GJ008700) & Peer Review Certificate No. 5333/2023 as Secretarial Auditors of the Company to conduct secretarial audit for a period of five consecutive financial years commencing from FY 2025-26 to FY 2029-30, by taking approval of the Members through Postal Ballot on April 24, 2026. The Secretarial Audit Report is annexed herewith as Annexure - G to this Report.
Further, the company has complied with secretarial standards applicable to the extent applicable to the company. Annual Secretarial Compliance Report issued in terms of provisions of Regulation 24A of SEBI LODR is attached as Annexure - F4 There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their Report except as mentioned below along with the Management's response :
41. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.
42. COST AUDITOR:
Pursuant to Section 148 and other applicable provisions of the Companies Act, 2013 ("the Act") read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors has appointed M/s. R J & Associates, Cost Accountants, Ahmedabad (Firm Registration No.: 004690), as the Cost Auditors of the Company to conduct audit of the cost records of the Company. M/s. R J & Associates, have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act. They have further confirmed their independent status and an arm's length relationship with the Company. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.
43. MAINTENANCE OF COST RECORD:
The Company has maintained cost accounts and records in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof.
44. INTERNAL AUDITOR:
The company appointed M/s. Ravi V. Patel & Co as Internal Auditor of the company to conduct the Internal Audit of the Company for the FY 2025-26. Internal Auditors are appointed annually by the Board of Directors, based on the recommendation of the Audit Committee. The Internal Audit reports and their findings are placed before the Audit Committee for review. The scope of Internal Audit is also reviewed and approved by the Audit Committee from time to time.
45. INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
As on March 31, 2026, the Company has following subsidiaries:
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report as per Annexure-C.
46. MIGRATION & LISTING ON MAIN BOARD OF NSE:
During the financial year 2025-26, the Company successfully migrated from the NSE Emerge platform to the Main Board of the National Stock Exchange of India Limited with effect from March 11, 2026. The Company has also paid the annual listing fees to NSE for the financial year 2026-27.
47. CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code Covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website at www.vitalgroup.co.in
The employees are required to undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.
48. WEBSITE:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely " www.vitalgroup.co.in " containing basic information about the Company.
The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.
49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the Financial year under review, no instance of One-Time Settlement (OTS) or valuation at the time of availing or discharging loans from Banks/Financial Institutions was undertaken. Hence, the requirement of providing such details does not arise.
50. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.
51. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the Financial Year 2025-26, there was no application made and proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.
52. CYBER SECURITY:
In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.
53. GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report of the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;
(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(ii) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
(iii) Voting Rights not directly exercised by employees in respect of shares for which loans were provided by the Company (as no scheme exists under Section 67(3)? of the Companies Act, 2013, enabling such beneficial ownership).
(iv) There is no revision in the Board Report or Financial Statement;
(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;
(vi) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
54. ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation for the significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.
The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company's endeavour
to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.
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