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Visaka Industries Ltd.

Directors Report

NSE: VISAKAINDBE BSE: 509055ISIN: INE392A01021INDUSTRY: Cement Products

BSE   Rs 86.49   Open: 84.10   Today's Range 84.00
86.50
 
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Rs 86.02
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+1.08 (+ 1.25 %) Prev Close: 85.41 52 Week Range 55.01
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 743.25 Cr. P/BV 1.00 Book Value (Rs.) 85.87
52 Week High/Low (Rs.) 123/55 FV/ML 2/1 P/E(X) 0.00
Bookclosure 27/06/2025 EPS (Rs.) 0.00 Div Yield (%) 0.58
Year End :2025-03 

Your directors are pleased to present the 43rd Annual Report on the operational and business performance of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2025.

Financial Performance

The summarized financial performances for the Financial Year ended March 31, 2025, are as under:

(H in Lakhs)

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Total Revenues

1,54,887

1,53,136

1,55,144

1,53,735

Profit before depreciation and taxes

6,480

6,245

6,262

6,194

Profit before taxes

132

449

(200)

299

Provision for taxes (including deferred tax)

118

196

101

213

Total comprehensive income

(60)

5

(376)

(163)

Dividend

432

1,728

432

1,728

Balance brought forward from previous year

38,697

40,420

38,389

40,279

Profit available for appropriation

38,205

38,697

37,581

38,389

Performance review and the state of Company’s affairs

The company’s consolidated total income for the year 2024-25 is H1551 Crores increased by 0.92% over the previous financial year and the standalone total income for the year 2024-25 is H1549 Crores increased by 1.14% over the previous financial year

The Company has achieved slightly higher revenue during the financial year under review inspite of slowdown in both the building sector and in textile business. The general slowdown in the economy and cashflow issues across the market impacted the growth in revenue. The company’s profitability was impacted mainly due to challenges face by the textile division despite of improvement in cement roofing business. The textile division has not performed well due to lower realisation and severe competition from cheaper yarn both from China as well as domestic players converting double yarn from single yarn with lesser costs. The cement roofing business performance improved as there is reduction in raw material costs during the year even though the lower volumes and pricing impacted the profit margins in the business. The boards & panels business contributed with similar margins like previous year. The higher interest rates due to inflation across the globe and higher depreciation on the new

units which are setup during past two years also impacted the profitability during the year.

The Company made standalone profit after tax of H0.14 Crores during the current financial year compared to H2.53 Crores in the previous financial year. The company is expecting to have a significant growth in the coming years as it has foreseen good economic indicators with good monsoon in the coming year. The company has aggressively expanded during the last three years by setting up one cement roofing unit and two fibre cement board units along with one Panel unit to take advantage of growing demand in sector and economies in logistic and operational costs.

The Company’s other key performance indicators are as under:

Cash Profit during the year was H64 Crores as compared to H61 Crores in the previous year.

The capital expenditure for FY 2024-25 was H28 Crore towards regular normal additions.

Capital

During the financial year under review there is no change in the capital structure of the Company.

Dividend

Pursuant to the provisions of the Companies Act, 2013 (“the Act”) and rules made thereunder, applicable provisions of SEBI LODR Regulations and based on the parameters enunciated in the Dividend Distribution Policy adopted by the company, the Board of Directors of the Company, in its meeting held on May 21, 2025, recommended a Final Dividend of H0.50 /- (Fifty Paise only) (i.e 25%) per Equity Share of H2/- each fully paid-up for your approval for the Financial Year 2024-25.

The Final dividend, if approved at the 43rd Annual General Meeting (AGM), will be paid to all eligible members within thirty days from the conclusion of the ensuing Annual General Meeting of members of the Company.

Transfer to Reserves

For the financial year ended March 31, 2025, the company has not proposed to transfer any amount to the general reserve.

Consolidated Financial Statements

The consolidated financial statements of your company for the financial year 2024-25, are prepared in compliance with applicable provisions of the Act, Indian Accounting Standards and the SEBI Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the company and its subsidiaries, as approved by their respective Board of Directors.

Subsidiary Companies

The Company has two subsidiaries, Visaka Green Private Limited (previously Vnext Solutions Private Limited) and Atum Life Private Limited as on March 31, 2025.

Visaka Green Private Limited has been setup to capitalise on the expertise gained in the various applications of its products. viz., EPC contracts, Turnkey solutions, construction of Infil houses with Atum Solar panels, V-Boards, V-Panels and Infil material.

Atum Life Private Limited has been formed to deal with the sustainable and eco-friendly products. The Company had set up sustainable studios to deal with various range of sustainable products including holding company’s sustainable products.

The Statement containing salient features of the financials of Subsidiaries / associate companies / joint ventures (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) in form AOC-1 is annexed as Annexure-1.

In terms of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company and all its subsidiaries prepared in accordance with Ind AS 110 and 111 as specified in the Companies (Indian Accounting Standards) Rules, 2015, forming part of the annual report. In accordance with

Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, wherever applicable, are available on the company’s website: https://visaka. co/investors/financial_information/fn_subcomfin These are also available for inspection during regular business hours at our Registered office in Secunderabad, India.

Management Discussion and Analysis Global economic review

Overview: Global economic growth declined marginally from 3.3% in 2023 to an estimated 3.2% in 2024. This was marked by a slowdown in global manufacturing, particularly in Europe and parts of Asia coupled with supply chain disruption and weak consumer sentiment. In contrast, the services sector performed more creditably.

The growth in advanced economies remained steady at 1.7% from 2023 to 2024 as the emerging cum developing economies witnessed a growth decline at 4.2% in 2024 (4.4% in 2023).

On the positive side, global inflation was expected to decline from 6.1% in 2023 to 4.5% in 2024 (projected at 3.5% and 3.2% in 2025 and 2026 respectively). This decline was attributed to the declining impact of erstwhile economic shocks, and labour supply improvements. The monetary policies announced by governments the world over helped keep inflation in check as well.

The end of the calendar year was marked by the return of Donald Trump as the new US President. The new US government threatened to impose tariffs on countries exporting to the US unless those countries lowered tariffs for the US to export to their countries. This enhanced global trade and markets uncertainty and emerged as the largest singular uncertainty in 2025.

Regional growth (%)

2025

2024

World output

3.2

3.3

Advanced economies

1.7

1.7

Emerging and developing economies

4.2

4.4

(Source: IMF, KPMG, Press Information Bureau, BBC, India Today)

Performance of the major economies, 2024

United States: Reported GDP growth of 2.8% in 2024 compared to 2.9% in 2023.

China: GDP growth was 5.0% in 2024 compared to 5.2% in 2023.

United Kingdom: GDP growth was 0.8% in 2024 compared to 0.4% in 2023.

Japan: GDP growth was 0.1% in 2024 compared with 1.9% in 2023.

Germany: GDP contracted by 0.2% in 2024 compared to a 0.3% decline in 2023.

(Source: CNBC, China Briefing, ons.gov.uk, Trading Economics, Reuters)

Outlook: The global economy has entered a period of uncertainty following the imposition of tariffs of products imported into the USA and some countries announcing reciprocal tariffs on US exports to their countries. This is likely to stagger global economic growth, the full outcome of which cannot be currently estimated. This risk is supplemented by risks related to conflicts, geopolitical tensions, trade restrictions and climate risks. In view of this, World Bank projected global economic growth at 2.7 per cent for 2025 and 2026, factoring the various economic uncertainties. (Source: IMF, United Nations)

Indian economic review Overview

The Indian economy was projected to grow at 6.5% in FY 2024-25, compared to a revised 9.2% in FY 2023-24. This represented a four-year low due to a moderate slowdown within the Indian economy (marked by slower manufacturing growth and a decline in net investments). Despite the slowdown, India retained its position as the world’s fourth-largest economy.

India’s nominal GDP (at current prices) was H331 trillion in FY 2024-25 (H301.23 trillion in FY 2023-24). The nominal GDP per capita increased from H2,15,936 in FY 2023-24 to H2,35,108 in FY 2024-25, reflecting the impact of an economic expansion.

The Indian rupee weakened 2.12% against the US dollar in FY 2024-25, closing at H85.47 on the last trading day of FY25. In March 2025, the rupee recorded the highest monthly appreciation since November 2018, rising 2.39% (arising out a weakening US dollar).

Inflationary pressures eased, with CPI inflation averaging 4.63% in FY 2024-25, driven by moderating food inflation and stable global commodity prices. Retail inflation at 4.6% in FY 2024-25, was the lowest since the pandemic, catalysing savings creation.

India’s foreign exchange reserves stood at a high of $676 billion as of April 4, 2025. This was the fourth consecutive year when rating upgrades outpaced downgrades on account of strong domestic growth, rural consumption, increased infrastructure investments and low corporate leverage (annualized rating upgrade rate 14.5% exceeded the decade-long average of 11%; downgrade rate was 5.3%, lower than the 10-year average of 6.5%).

Gross foreign direct investment (FDI) into India rose 13.6% to $81 billion during the last financial year, the fastest pace of expansion since 2019-20. The increase in the year was despite a contraction during the fourth quarter of 2024-25 when inflows on a gross basis declined 24.5% to $9.34 billion due to the uncertainty caused by Donald Trump’s election and his assertions around getting investments back into the US.

Growth of the Indian economy

FY22

FY23

FY24

FY25

Real GDP growth (%)

8.7

7.2

9.2

6.5

(Source: MoSPI, Financial Express, New Indian Express, Times of India)

Growth of the Indian economy quarter by quarter, FY 2024-25

Q1

Q2

Q3

Q4

FY25

FY25

FY25

FY25

Real GDP growth (%)

6.5

5.6

6.2

7.4

(Source: The Hindu, National Statistics Office)

The banking sector continued its improvement, with gross nonperforming assets (NPA) for scheduled commercial banks (SCBs) declining to 2.6% as of September 2024, down from 2.7% in March 2024. The capital-to-risk-weighted assets ratio for SCBs stood at 16.7% as of September 2024, reflecting a strong capital position.

India’s exports of goods and services are projected to reach $800 billion in FY 2024-25, up from $778 billion in the previous fiscal year. The Red Sea crisis impacted shipping costs, affecting price-sensitive exports. Merchandise exports were expected to grow 2.2% YoY, reaching $446.5 billion.

India’s net GST collections increased 8.6%, totalling H19.56 lakh Crore in FY 2024-25. Gross GST collections in FY 2024-25 stood at H22.08 lakh Crore, a 9.4% increase YoY.

On the supply side, real gross value added (GVA) was estimated to expand 6.4% in FY 2024-25. The industrial sector was expected to grow 6.2%, supported by growth in construction activities, electricity gas, water supply and other utility services.

India’s services sector grew an estimated 7.3% in FY 25 (9.0% in FY 24), driven by public administration, defence and other services (expanded at 8.8% as in the previous year). In the infrastructure and utilities sector, electricity gas, water supply and other utility services grew a projected 6.0% in FY 25, compared to 8.6% in FY 24. Meanwhile, the construction sector expanded at ~8.6% in FY 25, slowing from 10.4% in the previous year.

Manufacturing activity was subdued in FY 25, with growth projected at 4.3%, which was lower than 12.3% in FY 24. Moreover, due to lower public spending in the early part of the year, government final consumption expenditure (GFCE) is anticipated to have slowed to 3.8% in FY 25, compared to 8.1% in FY24.

The agriculture sector growth was estimated at 3.8% in 2024-25 (1.4% in 2023-24). Trade, hotel, transport, communication and

services related to broadcasting segment were estimated to grow at 6.4% in 2024- 25 (6.3% in 2023-24).

From a demand perspective, private final consumption expenditure at constant prices was forecast to grow 7.3%, indicating a rebound in rural demand and stronger consumer confidence.

The Nifty 50 and SENSEX recorded their weakest annual performances in FY 25 in two years, rising 5.3% and 75% during the year under review respectively. Gold rose 37.7% to a peak of $3,070 per ounce, the highest increase since FY 2007-08, indicating global uncertainties.

Total assets managed by the mutual fund (MF) industry jumped 23% or H12.3 lakh Crore in fiscal 2025 to settle at H65.7 lakh Crore. At close of FY 25, the total number of folios had jumped to nearly H23.5 Crore, an all-time peak. During last fiscal, average monthly systematic investment plan (SIP) contribution jumped 45% to H24113 Crore.

Foreign portfolio investments (FPIs) in India experienced high volatility throughout 2024, with total inflows into capital markets reaching approximately $20 billion by year-end. However, there was significant selling pressure in the last quarter, influenced by new tariffs announced by the new US government on most countries (including India).

Outlook

India is expected to remain the fastest-growing major economy. Initial Reserve Bank of India estimates have forecast India’s GDP growth downwards from 6.7% to 6.5% based on risks arising from US tariff levies on India and other countries. The following are some key growth catalysts for India in FY26.

Tariff-based competitiveness: India identified at least 10 sectors such as apparel and clothing accessories, chemicals, plastics and rubber where the US’ high tariffs give New Delhi a competitive advantage in the American market over other suppliers. While India faced a 10% tariff after the US suspended the 26% additional duties for 90 days, the levy remained at 145% on China, the biggest exporter to the US. China’s share of apparel imports into the US was 25%, compared with India’s 3.8%, a large opportunity to address differential (Source: Niti Aayog).

Union Budget FY 2024-25: The Union Budget 2025-26 laid a strong foundation for India’s economic trajectory, emphasizing agriculture, MSMEs, investment, and exports as the four primary growth engines. With a fiscal deficit target of 4.4% of GDP, the government reinforced fiscal prudence while allocating H11.21 lakh Crore for capital expenditure (3.1% of GDP) to drive infrastructure development. The February 2025 Budget marked a shift in approach, with the government proposing substantial personal tax cuts. Effective from April 1, 2025, individuals earning up to H12 lakh annually will be fully exempt from income tax. Economists estimate that the resulting H1 lakh Crore in tax savings could boost

consumption by H3-3.5 lakh Crore, potentially increasing the nominal private final consumption Expenditure (PFCE) by 1.5-2% of its current H200 lakh Crore.

Pay Commission impact: The 8th Pay Commission’s awards could lead to a significant salary revision for nearly ten million central government employees. Historically, such commissions have led to major hikes, with the 7th Pay Commission in 2016 raising the minimum basic pay from H7,000 to H18,000 using a 2.57 fitment factor. The upcoming commission, approved and likely effective from January 1, 2026 (though possibly delayed), may apply a fitment factor of 2.5-2.86, increasing basic pay to H46,800-H51,480. A 40-50% overall salary hike is anticipated, and the Dearness Allowance may be merged with basic pay. These reforms aim to keep public sector compensation aligned with inflation and living standards.

Monsoons: The India Meteorological Department predicted an 'above normal’ monsoon in 2025. This augurs well for the country’s farm sector and a moderated food inflation outlook.

Easing inflation: India’s consumer price index-based retail inflation in March 2025 eased to 3.34 per cent, the lowest since August 2019, raising hopes of further repo rate cuts by the Reserve Bank of India.

Deeper rate cuts: In its February 2025 meeting, the Monetary Policy Committee (MPC) reduced policy rates by 25 basis points, reducing it to 6% in its first meeting of FY 2025-26. Besides, India’s CPI inflation is forecasted at 4% for the fiscal year 2025-26.

Lifting credit restrictions: In November 2023, the RBI increased risk weights on bank loans to retail borrowers and NBFCs, significantly tightening credit availability. This led to a sharp slowdown in retail credit growth from 20-30% to 9-13% between September 2023 and 2024. However, under its new leadership, the RBI has prioritized restoring credit flow. Recent policy shifts have removed restrictions on consumer credit, postponed higher liquidity requirements for banks, and are expected to rejuvenate retail lending.

(Source: CNBC, Press Information Bureau, Business Standard, Economic Times, World Gold Council, Indian Express, Ministry of External Affairs, Times of India, Business Today, Hindustan Times, Statistics Times)

Construction and building materials industry review

Construction materials include any substance used in building structures. Historically, natural materials such as clay, pebbles, sand, wood, twigs, and leaves were commonly employed. Today, a wide range of both naturally occurring and man-made, synthetic products are integral to construction. The production of building materials has evolved into a well-established global industry, supporting specialized trades such as carpentry, insulation,

plumbing, and roofing. These materials form the essential building blocks for homes, commercial spaces, and broader living environments.

The global construction materials market is expected to expand from USD 1.11 billion in 2024 to USD 1.72 billion by 2033, reflecting a compound annual growth rate of 4.9% during the estimated period from 2025 to 2033.

This growth is primarily driven by increasing demand across residential and commercial sectors. Manufacturers worldwide are capitalizing on this opportunity by boosting capital investments, intensifying research and development activities, and delivering higher-quality products. Rapid infrastructure development, particularly in emerging economies, serves as a significant catalyst for market expansion. However, challenges such as high production costs and limited awareness about eco-friendly materials in developing regions are impeding the market’s full growth potential.

Regionally, North America holds 28% of the global construction materials market, valued at USD 310.8 billion in 2024, with a forecasted CAGR of 3.8%, supported by increased infrastructure spending and advancements in sustainable building technologies. The Asia-Pacific region dominates with a 38% market share, valued at USD 421.8 billion in 2024, and is expected to grow at a robust CAGR of 5.8%, fuelled by rapid urbanization, major infrastructure projects, and government-backed housing initiatives, particularly in China and India. Europe accounts for 25% of the market, totalling USD 277.5 billion in 2024, with a projected CAGR of 4.2%, driven by a strong emphasis on eco-friendly construction practices and strict regulatory standards across nations such as Germany, France, and the United Kingdom. The Rest of the World commands approximately 9% of the market, amounting to USD 99.9 billion in 2024, driven by infrastructure investments in Africa and Latin America.

In India, the construction materials market was valued at USD 114.45 million in 2024 and is expected to reach USD 156.80 million by 2033, growing at a CAGR of 3.20% during 2025-2033. Rapid urbanization, infrastructure development, and rising real estate investments are the primary drivers of this growth. Demand for materials such as cement, steel, bricks, and advanced construction products is increasing, further supported by government initiatives, smart city projects, and a growing focus on sustainable and technologically advanced construction practices.

The India roofing market, valued at USD 8.08 billion in 2025 and projected to reach USD 11.07 billion by 2030 at a CAGR of 6.5%, is evolving rapidly in response to shifting climatic, structural, and aesthetic needs. Among the range of roofing solutions available, cement roofing products continue to hold a prominent position, especially in a cost-conscious and climate-diverse country like India. Fibre cement and concrete roofing sheets are particularly valued for their durability, fire and moisture resistance, and strong thermal insulation—making them an ideal choice for residential, commercial, and industrial applications alike. Their low

maintenance requirements and long service life provide an edge over many substitute materials, especially in regions exposed to high heat or rainfall.

While metal sheets and asphalt shingles remain options in certain urban or specialized segments, their cost, installation complexity, and long-term sustainability often fall short in comparison. Polycarbonate and bituminous materials serve niche purposes, but lack the robustness required for mainstream applications. Emerging green roofing systems, though environmentally promising, are still limited by cost and scalability.

The importance of reliable and resilient roofing became even more pronounced during the COVID-19 pandemic, which severely disrupted the construction ecosystem. Labour shortages, stalled projects, and financial stress exposed the need for easy-to-install, low-maintenance, and weather-resistant roofing—strengths inherent in cement-based products. As construction activity rebounds, demand is expected to tilt further toward cement roofing solutions, driven by their adaptability, performance, and value-for-money.

(Source: Business Research Insights, IMARC, Mordor Intelligance)

Outlook

The construction materials industry is poised for continued strong growth, driven by major infrastructure and housing projects, along with the increased adoption of technology and automation to enhance efficiency and logistics. Industry consolidation is accelerating, with larger companies acquiring smaller players to strengthen market positioning. There is a rising emphasis on sustainability, with growing demand for ecofriendly construction materials. However, challenges persist, including intense competition from unorganized players leading to price pressures and a lack of standardization. Volatile raw material prices and supply chain disruptions also pose risks to profitability. The industry faces a critical need for skilled labour to support installation, maintenance, and technical services. While government-backed projects are expected to drive demand and business growth, environmental concerns such as dust, noise, vibrations, and ecological disruptions from material extraction present significant hurdles. High logistics costs, stringent zoning laws, and restrictions on natural resource extraction are creating supply chain constraints, further complicating market expansion efforts.

(Source: Fortune Business Insights, Linked-In)

Growth drivers

Urbanization growth: India is undergoing rapid urbanization, with its urban population projected to reach 600 million (40% of the total population) by 2036, up from 31% in 2011. Urban areas are expected to contribute nearly 70% of the country’s GDP

Population expansion: With a population of 1.44 billion, India has surpassed China as the world’s most populous country. The

population is expected to grow sustainably, driving increased housing demand.

Demographic dividend: India’s median age of 28 years is notably lower than China’s 39 years and the US’ 38 years, positioning the country as a key driver of global consumption growth. This rise in consumption growth is further expected to translate into an increase in demand for houses and hence, in demand of construction and building materials sector.

Declining dependency ratio: India’s dependency ratio is projected to decline from 47% in 2023 to 31% by 2031, leading to higher disposable incomes and greater consumer spending.

Rising affluent Indians: The proportion of affluent consumers in India’s socio-economic classes A and B rose to over 45% and 30%, respectively, in 2024, while the middle class contracted to 40.1% of the population. This demographic shift towards greater affluence is expected to drive growth in the housing sector, benefiting the construction and building materials industry.

Rising incomes: India’s per capita income has grown at a CAGR of 8.7% since 2015, leading to increased discretionary spending. This upward income trend is expected to further boost housing demand across the country.

Preference for green buildings: Technological advancements and a rising focus on sustainability are transforming the construction industry. This shift towards eco-friendly buildings is driving demand for sustainable construction materials.

(Source: Economic Times, Worldometer, Frontline)

Government initiatives

Enhanced capital expenditure for infrastructure: The Union Budget 2024-25 allocated a record H11.11 lakh Crore for capital expenditure, marking an 11.1% increase from the previous year. This investment, constituting 3.4% of India’s GDP, is directed towards accelerating infrastructure projects, including roads, power plants, and public facilities, thereby driving demand in the construction sector.

Promotion of green and sustainable building materials: In

alignment with global sustainability goals, the government is incentivizing the production and use of green building materials. This includes support for manufacturers producing eco-friendly materials and initiatives to integrate sustainable practices in construction projects.

Development of industrial corridors and parks: The National Industrial Corridor Development Programme has sanctioned 12 new industrial parks aimed at enhancing industrial infrastructure. These parks are expected to boost economic activity and provide a structured environment for manufacturing and construction-related industries.

Affordable housing initiatives: Under the Pradhan Mantri Awas Yojana (PMAY), the government continues to focus on providing affordable housing. The PMAY-Urban 2.0 scheme has

been allocated H10 lakh Crore to support the construction of affordable homes in urban areas, thereby increasing demand for construction materials and services.

Support for stalled housing projects: The SWAMIH Fund 2(Special Window for Affordable and Mid-Income Housing Investment Fund), with an allocation of H15,000 Crore, aims to expedite the completion of stalled housing projects. This initiative is expected to bring relief to over one lakh homebuyers and revitalize the real estate sector.

Investment in skill development: Recognizing the need for a skilled workforce in the construction industry, the government plans to upgrade 1,000 Industrial Training Institutes (ITIs) over the next five years. This initiative aims to equip workers with the necessary skills to meet the evolving demands of the construction sector.

(Source: StrategicERP, Investindia.gov.in, Linked-in, Reuters, Biltrax Media, KPMG, Construction World,)

Fibre cement products market review

Fibre cement boards and sheets are versatile composite materials made primarily from cement, cellulose fibres (usually wood pulp), and additives like sand, silica, and water. Widely used across the construction industry, they serve multiple applications such as siding, roofing, flooring, ceilings, and partitions. Compared to traditional materials like wood and vinyl, fibre cement products offer enhanced benefits, including exceptional durability, fire and moisture resistance, and superior dimensional stability. They are also highly resistant to termites, rot, and weathering, making them ideal for both interior and exterior applications across India’s varied climatic conditions. India’s fibre cement market is prepared for significant expansion, with its valuation reaching USD 4.12 3illion in 2024 and is estimated to grow to 7.49 million at a CAGR of 6.87% through 2033.

The growth is driven by the superior advantages of fibre cement boards over traditional building materials, including greater durability, fire and moisture resistance, and resilience against termites and harsh weather conditions.

Several driving factors contribute to this positive market trajectory. Rapid urbanization and industrialization have spurred construction activity across residential, commercial, and infrastructure sectors. Rising environmental awareness and an increasing focus on green building initiatives are boosting demand for sustainable fibre cement products. Further supporting market expansion are technological advancements in product quality and government initiatives such as affordable housing and smart city projects, which are expected to drive widespread adoption of fibre cement boards and sheets.

High-density fibre cement boards dominate the market due to their superior strength and durability, making them suitable for various applications in both residential and commercial sectors. Regionally, North India leads the market, driven by significant

construction activities in states like Delhi, Uttar Pradesh, and Haryana.

(Source: Techsci Research)

Growth drivers

Rising preference for sustainable and eco-friendly construction: The growing emphasis on sustainability is a major growth driver for the fibre cement boards and sheets market in India. As environmental awareness rises among consumers, businesses, and government bodies, there is an increasing shift toward eco-friendly building materials. Fibre cement products, made from natural components like cement, sand, and cellulose fibres, offer a lower carbon footprint and are recyclable. Unlike traditional materials such as clay bricks, fibre cement production is less energy-intensive and free from hazardous substances like asbestos, making it a safer and greener alternative for construction.

Boost from green building certifications and government initiatives: India’s rapid adoption of green building standards, such as LEED (Leadership in Energy and Environmental Design), is further propelling demand for fibre cement boards. These products meet stringent green certification criteria by being durable, sustainable, and low-maintenance, helping buildings achieve higher environmental ratings. Government initiatives like the Swachh Bharat Abhiyan and the National Action Plan on Climate Change emphasize sustainable development, boosting the adoption of eco-friendly construction materials. With over 7,000 green building projects covering 7.3 billion square feet as of 2024, India stands as the second-largest green building market globally, creating massive growth opportunities.

Technological advancements enhancing product performance: Continuous technological innovation is another critical driver fuelling the fibre cement market. Recent advancements have led to the development of moisture-resistant, lighter, and stronger boards, expanding their application in humid regions, coastal areas, and fast-paced construction projects. Enhanced surface finishing technologies now offer a wide range of aesthetic options, including different textures, colours, and patterns, making fibre cement boards attractive for both interior and exterior use. These improvements have significantly reduced installation time and costs while offering architects and builders greater design flexibility.

Expanding application scope with safety innovations: The

introduction of fire-resistant fibre cement boards has broadened their appeal, particularly for projects in fire-prone areas. As modern construction increasingly prioritizes safety, aesthetics, and performance, fibre cement products have evolved to meet these changing demands. Their resistance to termites, mold, fire, and harsh weather conditions, combined with minimal maintenance requirements, solidifies their position as a highly desirable choice for contemporary, sustainable building projects across India.

Government initiatives

Affordable housing demand: Rapid urbanization and population growth have intensified the need for cost-effective and durable housing solutions. Fibre cement boards, known for their strength, moisture resistance, and fire resistance, are increasingly utilized in affordable housing projects across India. Government schemes like the Pradhan Mantri Awas Yojana (PMAY), and 'Housing for all’ further bolster this demand.

Infrastructure development initiatives: Government programs such as the Smart Cities Mission and urban renewal projects necessitate reliable construction materials. Fibre cement boards, with their durability and energy efficiency, align with the sustainable development goals outlined by these initiatives.

Sustainable construction practices: There is a growing awareness and adoption of green building practices in India. Fibre cement boards, being eco-friendly and contributing to better indoor air quality, are preferred in projects aiming for green certifications like LEED and GRIHA.

(Source: Techsci Research)

Indian textiles industry review

As of 2024, the Indian textile and apparel (T&A) market is valued at USD 222.08 billion and is projected to grow at a robust CAGR of 11.98%, reaching USD 646.96 billion by 2033. This growth is propelled by rising demand for premium and sustainable textiles, government incentives, and India’s rich cultural heritage. Global shifts, including political instability in competing textile-exporting nations like Bangladesh, have positioned India as a key sourcing destination for global retailers. Policy measures such as reduced duties on raw materials and flagship initiatives like PM MITRA and the PLI scheme are enhancing India’s manufacturing capabilities and export competitiveness.

Manmade fibres (MMFs), including synthetic (polyester, nylon) and cellulosic (viscose, modal) types, now dominate global fibre consumption—accounting for 75% of the total—due to their durability, affordability, and sustainability. India is aligning with this global trend, emphasizing MMF and technical textile production through targeted investments and infrastructure development. Blended fabrics combining MMFs with natural fibres like cotton are gaining popularity for their enhanced performance and versatility.

India’s textile sector holds a significant global presence, with the second-largest yarn spinning capacity and a leading position in cotton production, contributing about 24% of global output. In FY 2024-25, India’s T&A exports rose by 6.32% to USD 36.61 billion, with apparel exports up 10.03% and textile exports increasing 3.61%. Ongoing infrastructure upgrades, free trade agreements, and the digitalization of textile production are accelerating India’s emergence as a global textile powerhouse.

Growth drivers

Global market shifts and supply chain realignment:

Geopolitical factors, such as the political crisis in Bangladesh, have led global retailers to seek alternative sourcing destinations. India has emerged as a preferred option, with its textile and apparel exports growing by over 7% year-on-year to more than USD 23 billion in the first eight months of FY25. Readymade garment exports, in particular, grew by more than 11% year-on-year, nearing USD 10 billion during the same period.

Expansion of technical textiles: It include products like curtains, drapes, tents, and tarpaulins made from synthetic fibres, are gaining prominence. The industry anticipates India’s exports of man-made fibre textiles to climb 75% to USD 11.4 billion by 2030, up from approximately USD 6.5 billion in 2021-22, driven by the PLI scheme and free trade agreements with countries like the UAE and Australia.

Technological advancements and innovation: Advancements in fibre technology have led to the development of high-performance synthetic fibres with properties such as moisture-wicking, flame retardancy, and recyclability. These innovations are opening new markets and applications, especially in performance apparel and sustainable fashion, further driving the growth of the synthetic fibre industry in India.

(Source: The Economics Times, IBEF, Reuters)

Government initiatives

Q The government approved setting up Seven Pradhan Mantri Mega Integrated Textile Region and Apparel (PM MITRA) parks in greenfield/brownfield sites with an outlay of H4,445 Crore for a period of seven years up to 2027-28.

Q Under the Production Linked Incentive (PLI) scheme the government has an outlay of INR 10,683 Crores, aiming to promote the production of man-made fibre (MMF) apparel, MMF fabrics, and technical textile products.

Q The textile ministry’s budget allocation for FY26 is expected to rise by 15% to INR 5,080 Crores, reflecting the government’s commitment enhancing the sector’s competitiveness.

Q The government has implemented programmes such as SAMARTH for capacity building in the textile sector, the National Handloom Development Programme, the Raw Material Supply Scheme, the National Handicraft Development Programme, the Comprehensive Handicrafts Cluster Development Scheme, and the Integrated Wool Development Programme, among others, to promote the indigenous textile sector.

(Source: Economics Times, Reuters)

India solar energy sector review

As India accelerates its transition to a sustainable future, its renewable energy (RE) sector has experienced unprecedented

growth. In 2024, the country made remarkable progress in solar and wind energy installations, policy advancements and infrastructure development, laying a strong foundation for ambitious 2025 targets. Committed to achieving 500 GW of nonfossil fuel-based energy capacity by 2030, India continues to establish itself as a global leader in clean energy. As of January 2025, the country’s total non-fossil fuel energy capacity has reached 217.62 GW.

In 2024, India added a record-breaking 24.5 GW of solar capacity and 3.4 GW of wind capacity, marking a 2x increase in solar installations and a 21% rise in wind capacity compared to 2023. This growth was fueled by government incentives, policy reforms, and increased investments in domestic solar and wind turbine manufacturing.

Solar energy remained the driving force of India’s renewable expansion, contributing 47% of the total installed renewable energy capacity. Utility-scale solar installations surged, adding 18.5 GW, a nearly 2.8x jump from 2023. The states of Rajasthan, Gujarat, and Tamil Nadu led this growth, accounting for 71% of India’s total utility-scale solar installations.

The rooftop solar sector also experienced significant momentum, with 4.59 GW of new capacity installed a 53% increase from 2023. The PM Surya Ghar: Muft Bijli Yojana, launched in 2024, played a pivotal role in this surge, enabling the installation of 7 lakh rooftop solar systems in just ten months. Meanwhile, the off-grid solar segment witnessed a remarkable 182% rise, adding 1.48 GW, enhancing energy accessibility in rural areas.

India added 3.4 GW of new wind capacity in 2024, with Gujarat (1,250 MW), Karnataka (1,135 MW), and Tamil Nadu (980 MW) leading the sector. These three states alone contributed 98% of the new wind capacity additions, reinforcing their dominance in India’s wind power generation.

With continued government support, rising investments, and technological advancements, India is poised to further accelerate its renewable energy transition, setting new milestones in 2025 and beyond.

(Source: Press Information Bureau)

Growth drivers

Environmental transition driving solar demand: A global transition is underway from conventional energy sources to renewables, driven by growing environmental concerns and the urgent need to reduce carbon emissions. This shift is expected to significantly boost demand for solar energy, making it a central pillar of the country’s sustainable energy strategy.

Extension of the PLI scheme: To bolster domestic manufacturing and reduce dependence on imports, the Production-Linked Incentive (PLI) scheme for solar modules has been extended with an additional outlay of INR 24,000 Crores. This move is aimed at enhancing India’s solar manufacturing capabilities and supporting self-reliance.

Tax incentives for developers: Tax holidays and accelerated depreciation benefits have been offered to solar project developers, making investments more attractive and improving project viability

Modernization of grid infrastructure: An investment of INR 5,000 Crores has been announced for upgrading and expanding grid infrastructure. This is critical for integrating increasing volumes of solar power into the national grid and ensuring energy reliability

Boost to solar research and development: To encourage innovation and cost-efficiency INR 1,500 Crore has been earmarked for research and development in advanced solar technologies. This will support the development of next-generation solar solutions.

[Source: Blue Bird Solar]

Policy support

Increased funding for solar projects: The government has allocated a dedicated fund of INR 10,000 Crore to accelerate the development of large-scale solar parks, rooftop installations, and off-grid solar solutions. This substantial investment is expected to stimulate private sector participation and drive overall industry growth.

Reduction in customs duties: Customs duties on key solar components such as inverters and batteries have been reduced, significantly lowering the cost of setting up solar projects and improving the overall financial feasibility for developers.

Launch of PM Surya Ghar Yojana 2.0: Under the new PM Surya Ghar Yojana 2.0, the government plans to install rooftop solar systems in 10 million households over the next three years. The initiative will be supported by subsidies and access to low-interest loans, promoting residential solar adoption.

Increased allocation for PM-KUSUM: The budget for the PM-

KUSUM scheme has been increased by 3%, reaching INR 2,600 Crore (up from INR 2,525 Crore in FY25). This initiative aims to support farmers by providing solar-powered irrigation, enhancing income, and reducing reliance on diesel pumps.

Promotion of green hydrogen integration: A provision of INR 2,000 Crore has been made for green hydrogen projects powered by solar energy This will help create synergy between the solar and hydrogen sectors, pushing India toward a cleaner energy future.

(Source: Blue Bird Solar, Economic Times)

Financial overview

Analysis of the profit and loss statement

Revenues: Revenue from operations reported 1.31% growth from H1521 Crore in FY 2023-24 to H1541 Crore in FY 2024-25. Other income of the Company accounted for 0.52 % share of the Company’s revenues reflecting the Company’s dependence on its core business operations.

Expenses: Total expenses of the Company increased 1.38% from H1527 Crore in FY 2023-24 to H1548 Crore in FY 2024-25 due to higher costs. Employee expenses accounting for 8.78% of the Company’s revenues and increased by 1.86% from H133.53 Crore in FY 2023-24 to H136.02 Crore in FY 2024-25.

Analysis of the Balance Sheet sources of funds

Q The capital employed by the Company decreased by 4.30% from H1348 Crore as on March 31, 2024 to H1290 Crore as on March 31, 2025.

Q The net worth of the Company decreased from H755.67 Crore as on March 31, 2024 to H750.74 Crore as on March 31, 2025 owing to decrease in reserves and surpluses.

Q Long-term debt of the Company decreased to H168 Crore as on March 31, 2025. The long-term debt-equity ratio of the Company stood at 0.22 in 2024-25 compared to 0.27 in

2023- 24.

Q Finance costs of the Company increased from H36.33 Crore in 2023-24 to H44.24 Crore in 2024-25 following the utilization of full working capital on full year operations The Company’s interest cover stood at a comfortable 2.46 in

2024- 25 compared to 2.72 in 2023-24.

Applications of funds

Fixed assets (gross) of the Company increased by 3.39% from H1061 Crore as of March 31, 2024 to H1097 Crore as on March 31, 2025 due to normal capex incurred.

Other non-Current Assets

Other non-Current Assets of the Company enhanced from H26.09 Crore as on March 31, 2024 to H26.67 Crore as of March 31, 2025.

Working capital management

Q Current assets of the Company decreased from H684.88 Crore as on March 31, 2024 to H666.56 Crore as on March 31, 2025. The current and quick ratios of the Company stood at 1.34 and 0.44, respectively in 2024-25 compared to 1.33 and 0.34 respectively in 2023-24.

Q Inventories including raw materials, work-in-progress and finished goods among others decreased by 14.22% from H425.32 Crore as on March 31, 2024 to H364.82 Crore as on March 31, 2025. The inventory cycle days decreased from 97 days of turnover equivalent in 2023-24 to 95 days of turnover equivalent in 2024-25.

Q Trade receivables increased by 32.60% from H146.43 Crore as on March 31, 2024 to H194.17 Crore as on March 31, 2025. The Company’s debtor turnover cycle increased to 39 days, primarily on account of an extended credit period provided in response to prevailing market conditions during 2024-25, as compared to 33 days in 2023-24.

Q Cash and bank balances of the Company decreased from H38.88 Crore as on March 31, 2024 to H19.57 Crore as on March 31, 2025.

Q Loans and advances (other than capital advances) made by the Company increased by 25% from H52 Crore as on March 31, 2024 to H65 Crore as on March 31, 2025 on account of increase in loans to subsidiaries

Margins

The EBITDA margin of the Company increased by 64 basis points from 6.51% in 2023-24 to 7.15% in 2024-25, while the net profit margin of the Company decreased by 16 basis points.

Particulars

2024-25

2023-24

Debt-equity ratio

0.70

0.77

Return on equity (%)

0.02

0.33

Earnings per share (H) - Basic

0.02

0.29

Debtors Turnover (days)

39

33

Inventory Turnover (days)

95

97

Interest Coverage Ratio

2.46

2.72

Current Ratio

1.34

1.33

EBITDA Margin (%)

7.15

6.51

Net Profit Margin (%)

0.01

0.17

Internal financial control systems and their adequacy

The Company’s internal audit system has been continuously monitored and updated to ensure that assets are safeguarded, established regulations are complied with and pending issues are addressed promptly. The audit committee reviews reports presented by the internal auditors on a routine basis. The committee makes note of the audit observations and takes corrective actions wherever necessary. It maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively. Based on its evaluation (as provided under Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI Listing Regulations), the Audit Committee has concluded that as of March 31, 2025, the Internal Financial Controls were adequate and operating effectively.

M/s Price Waterhouse & Co. Chartered Accountants LLP, the Statutory Auditors of the Company audited the financial statements included in this Annual Report and issued a report on the internal controls over financial reporting (as defined in Section 143 of the Companies Act, 2013).

Human resources

The Company believes that its dedicated and motivated employees are its greatest asset. The Company has till now offered competitive compensation, healthy work environment and recognises employee performance through a planned reward and recognition program. The Company intends to

develop a workplace where every employee can recognize and attain his or her true potential. The Company motivates individuals to undertake voluntary projects apart from their scope of work that help them to learn and nurture creative thinking. The Company’s permanent employee strength stood at 1871 as on March 31, 2025.

Cautionary statement

The statement made in this section describes the Company’s objectives, projections, expectations and estimations which may be forward looking statements within the meaning of applicable securities laws and regulations. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realised by the Company. Actual results could differ materially from those expressed in the statement or implied due to the influence of external factors which are beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forwardlooking statements on the basis of any subsequent development, information or events.

Fixed Deposits

During the year under review, your Company has accepted / renewed H0.72 Crores as public deposits and repaid H2.44 Crore upon maturity and the outstanding deposits as on March 31,2025, stood at H11.37 Crores. In this regard, it is further stated that:

a) There were no matured deposits lying unpaid or unclaimed at the end of the year i.e. March 31, 2025

b) There has been no default in repayment of deposits or payment of interest thereon during the year.

c) There are no deposits lying with the Company which are not in compliance with the requirements of Chapter V of the Companies Act 2013 (Act) and

d) As provided under the Act, the outstanding deposits accepted under the provisions of previous Act have been repaid and squared off fully.

Transfer of Unpaid/Unclaimed Dividend and Shares to Investor Education and Protection Fund (IEPF)

As per section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto (“the Rules”), any money transferred to the Unpaid Dividend Account of a company, which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the company along with interest accrued, if any, thereon to the Fund established under sub-section (1) of section 125 and also all shares in respect of which dividends have not been paid or claimed for seven consecutive years or

more shall be transferred to Investor Education and Protection Fund (IEPF). In line with the aforesaid provisions, unclaimed dividend declared for the FY 2017-18 along with the underlying shares on which dividend has not been claimed for a period of seven consecutive years are being transferred to IEPF.

The List of shareholders whose dividends / shares have been transferred to IEPF is available on the website of the company at https://visaka.co/investors/iepf_shares_2024_25

Banks and financial institutions

Your Company is prompt in making the payment of interest and repayment of loans to the financial institutions/banks and they continue their unstinted support in all aspects to the company. The Board records its appreciation for the same.

Corporate social responsibility

During the Financial Year 2024-25, the company has spent an amount of H2.77 Crores on CSR activities against the minimum CSR obligation of H1.64 Crore. The Board of Directors resolved that the excess amount spent shall be shown as prepaid expenditure and will setoff against future CSR obligation as per the provisions of the companies act 2013 and rules made thereunder.

A report on CSR activities as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is enclosed as Annexure-2.

CSR policy of the Company and CSR expenditure made during the FY 2024-25 can be accessed on the Company’s website at the link:

https://www.visaka.co/assets/website/files/investors/CSR-policy.pdf and https://visaka.co/assets/website/files/investors/ CSR-Composition-and-CSR-spent-details-2024-25.pdf

Directors and Key Managerial Personnel

As on March 31, 2025, Smt. G. Saroja Vivekanand (DIN: 00012994), Managing Director, Shri G. Vamsi Krishna (DIN: 03544943), Joint Managing Director, Shri J.P. Rao (DIN: 03575950), Whole-time Director, Shri S. Shafiulla, President & CFO and Shri Ramakanth Kunapuli, AVP & Company Secretary are Key Managerial personnel of the Company in accordance with the provisions of Section 2(51) and 203 and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014. During the year under review, on February 14,2025, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the members of the company the Board of directors of the Company has re-appointed Smt. Vanitha Datla and Shri G Appnender Babu, as Independent Directors for a second term of five consecutive years with effect from May 26, 2025 and the Company has obtained approval of its members on April 10, 2025 for the same.

Dr. G. Vivek Venkatswamy (DIN- 00011684) is liable to retire by rotation at the ensuing annual general meeting and being eligible, offers himself for reappointment. Dr. G. Vivek Venkatswamy, a Non-executive, Non-independent Director holding 3,43,65,215 Equity Shares of H2/- (Rupees Two) each of the Company.

The Board in its meeting held on April 08, 2025 has appointed Shri Abinash Mishra as a Chief Executive Officer (CEO) of the company effective from April 14, 2025.

Independent Directors have submitted requisite declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 read with sub rule (1) and (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company state that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there were no material departures.

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent 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 of the company for the said period.

c) They have 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) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls in the Company that are adequate and are operating effectively and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and operating effectively.

Corporate Governance

Pursuant to the provisions of Chapter IV read with Schedule II & V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the members along with a certificate issued by the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance, as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.


Statutory Auditors and Auditors’ Report

M/s. Price Waterhouse & Co., Chartered Accountants LLP (FRN 304026E/E300009), Hyderabad who were appointed as statutory auditors of the Company to hold the office from the conclusion of the 40th annual general meeting till the conclusion of 45th annual general meeting to be held in the year 2027 audited the books of the Company for the financial year 2024-25 and submitted their report(s) (both standalone and consolidated) and the said report(s) does not contain any modifications or adverse remarks.

Internal Auditors

The company has a full-time in-house internal audit team, which regularly monitors the effectiveness of the internal control systems. This function reports to the Audit Committee and the Managing Director/Joint Managing Director about the adequacy and effectiveness of the internal control systems of the company as well as the periodical results of its review of the company’s operations as per an approved internal audit plan duly approved by the Audit Committee.

The recommendations of the internal audit team for improvements in the operating procedures and control systems for strengthening the operating procedures are presented periodically to the Audit Committee.

During the year under review internal audit team have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be provided under Section 134(3)(ca) of the Act.

Cost audit:

In terms of the Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records pertaining to Building Products Division and Textile Products Division and stipulated cost records pertaining to the said divisions are maintained.

M/s. Sagar & Associates, Cost Accountants (Firm Regn. No. 000118) Hyderabad, were re-appointed as Cost Auditors of the Company by the Board of Directors on May 15, 2024, based on the recommendation of Audit Committee, for conducting the cost audit for the financial year 2024-25 at a remuneration of H1,65,000/- (exclusive of out-of-pocket expenses and applicable taxes) and the fees was ratified by the member of the company at the 42nd Annual General Meeting of the Company.

The Board after considering the recommendations of its Audit Committee, reappointed the aforesaid firm as cost auditors for the financial year 2025-26 at a remuneration of Rs. 1,65,000/-(exclusive of out-of-pocket expenses and applicable taxes) and appropriate resolution in this connection has been included in the notice convening the ensuing Annual General Meeting of the

Company for ratification of remuneration of the Cost Auditors. Cost audit report for the financial year ended March 31, 2024, was filed with the Central Government on September 09, 2024. Cost auditors have certified that their appointment is within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to undertake the Cost Audit assignment within the provisions of the Act.

During the year under review Cost Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be provided under section134(3)(ca) of the Act.

Secretarial audit:

The Board has appointed M/s. GMR & Associates, Company Secretaries, (Membership No. 8463 & CP No. 7911) Hyderabad as Secretarial Auditors of the Company for the financial year 2024-25 to conduct secretarial audit.

The Secretarial Auditors M/s. GMR & Associates, Hyderabad appointed by the Board conducted the secretarial audit and issued report in Form MR-3 which is enclosed as Annexure-3.

In accordance with the SEBI Circular dated February 8, 2019 and additional affirmations required under Circulars issued by NSE and BSE dated March 16, 2023 and April 10, 2023 read with Regulation 24A of the Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from M/s. GMR & Associates, Practising Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31, 2025.

M/s. GMR & Associates, Practising Company Secretaries, Hyderabad has issued a certificate confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI/MCA or any such statutory authority. The said Certificate is annexed to the Report on Corporate Governance

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and Section 204 read with other applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of Five (5) years commencing from FY2025-26, to conduct the secretarial audit of the Company.

As per the aforesaid provisions, the Board in its meeting held on May 21, 2025, based on the recommendation of the Audit Committee and subject approval of the members of the Company in the ensuing Annual General meeting appointed M/s. GMR & Associates as Secretarial Auditors of the Company for a period of five years commencing from the conclusion of the ensuing 43rd Annual General Meeting scheduled to be held on July 30, 2025, till the conclusion of 48th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY2025-26 till FY2029-30.

The report of the Secretarial Auditors for the financial year 2024-25 is a clean report and does not contain any qualifications or adverse remarks.

During the year under review Secretarial Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be provided under section 134 (3) (ca) of the Act.

Criteria for identification, appointment, remuneration and evaluation of performance of Directors

Your Company constituted Nomination and Remuneration Committee (hereinafter referred to as “the NRC Committee”), to oversee, inter-alia, matters relating to:

a) Identify persons who are qualified to become directors and persons who can be appointed in senior management in accordance with the criteria laid down, and to recommend to the Board their appointment and removal.

b) Formulate the criteria for determining qualifications, positive attributes and independence of a director.

c) Recommend to the Board a policy relating to the remuneration to the directors, key managerial personnel and other senior management employees.

d) Carry out the performance evaluation of every director including that of Independent Directors and board as a whole, committees of the Board etc,.

e) Devise a policy for identification, appointment, remuneration and evaluation of performance of directors including Company’s Board diversity etc., as approved by the Board.

The criteria for appointment, qualifications and positive attributes along with remuneration policy as applicable to Directors, KMPs and other Senior management personnel and the criteria to be followed for performance evaluation of each director including Independent Directors of the Company is enclosed as Annexure-4.

Formal annual evaluation made by the Board of its own performance, its committees and of individual directors.

Your Company believes that it is the collective effectiveness of the Board that impacts the Company’s performance and thus the primary evaluation platform is that of collective performance of the Board.

The parameters for evaluation of Board’s performance, as laid under evaluation criteria adopted by the Company, have been derived from the Board’s core role of trusteeship to protect and enhance shareholder’s value as well as fulfil expectations of other stakeholders through strategic supervision of the Company.

The said criteria also include evaluation of directors based on their overall performance, in addition to their specific roles as Independent, Non-Executive, and Executive Directors, as outlined below:

a. Every director will be evaluated on discharging their duties and responsibilities as enshrined under various statutes and regulatory facet, participation in discussions and deliberations in achieving an optimum balance between the interest of company’s business and its stakeholders.

b. Executive Directors will also be evaluated based on targets / criteria set by the Board from time to time in addition to their terms of appointment.

c. Independent Directors will also be evaluated on discharging their obligations in connection with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions, and duties, specifically applicable to Independent Directors as contained in Schedule IV to the Companies Act, 2013.

The criteria also specify that the Board would evaluate each committee’s performance based on the mandate under which the committee has been constituted and the contributions made by each member of the said committee in effective discharge of their responsibilities.

The Board of Directors of your Company has made an annual evaluation of its performance, its committees and directors and the performance of the Chairman for the financial year 2024-25 based on aforesaid criteria.

Particulars of loans, guarantees or investments.

Details of investments/loans made by the Company, are given in the notes to the standalone financial statements (Please refer Note Nos. 5 & 6.1). During the year under review, your Company did not give or provided any other loans or guarantees, security or made any investments as covered under Section 186 of the Companies Act, 2013, other than as disclosed above.

Related party transactions

All related party transactions entered during the financial year ended March 31, 2025 are in the ordinary course of business and are at an arm’s length basis and requisite approvals were obtained prior to entering the related party transactions. Further prior omnibus approval of the Audit Committee was obtained for the transactions which are of a repetitive nature and these related party transactions are reviewed by the Audit committee on a quarterly basis.

In terms of the Act and Rules framed thereunder read with the SEBI Listing Regulations, no material related party transactions were entered during the financial year ended March 31, 2025 by your Company. Members may refer to Note No. 41 to the standalone financial statements which sets out related party

disclosures pursuant to IND AS-24. During the year under review, the Company did not enter into any material related party transactions. Accordingly the disclosure of related party transactions under section 134(3)(h) of the Companies Act, 2013 in FORM AOC-2 is not applicable to the Company for the financial year 2024-25 and hence does not form part of the report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at https://visaka.co/assets/ website/files/investors/Related-Party-Transactions-Policy.pdf

Risk Management

The Company has established an enterprise Risk Management process to manage risks with the objective of maximizing shareholders value.

The Board of Directors of the Company has Constituted Risk Management Committee to implement and monitor the risk management Policy of the Company. During the year under review, Risk Management Committee and the Board have periodically reviewed various elements of the risks and steps taken to mitigate the same. The development and implementation of the risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

Other disclosures Board Meetings:

During the year under review, the Board met five times i.e., on May 15, 2024, August 12, 2024, November 12, 2024, February 14, 2025, and March 26, 2025. Details viz., members of the Board and their attendance etc., are given in report on Corporate Governance which forms part of this Annual Report.

Audit Committee:

As on March 31, 2025, the Audit Committee comprises of four directors i.e., three Independent Directors viz., Smt. Vanitha Datla (Chairperson), Shri Sanjay Vijay Singh Jesrani, Shri P Srikar Reddy and Smt. G Saroja Vivekanand, Managing Director as members. All the recommendations made by the Audit Committee were accepted by the Board.

The Chairperson of the Audit Committee has attended 42nd Annual General Meeting.

Compliance with Secretarial Standards

The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India under Section 118(10) of the Companies Act, 2013.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure-5.

Annual Return

As required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Amendment rules, 2020, Annual Return for the financial year 2024-25 is available on the Company’s website at https://visaka.co/assets/website/files/investors/ Annual-Returns-2024-25-Form-MGT-7.pdf

Remuneration of Directors, Key Managerial Personnel, Employees and General

Statement showing disclosures pertaining to remuneration and other details under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-6. In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the top ten employees in terms of the remuneration drawn as set out in said rules forms part of the annual report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, this annual report, excluding the aforesaid information, is being sent to the shareholders of the Company and others entitled thereto. The said information is available for inspection at the Registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, “Business Responsibility and Sustainability Report (BRSR)” of the company for the financial year ended March 31, 2025, is annexed as Annexure-7

Vigil Mechanism

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, the Company established a Vigil Mechanism to report genuine concerns by all its stakeholders. The Audit Committee of the Board periodically reviews the complaints received if any under the policy. The Company has not received any complaints from any of its stakeholders during the financial year 2024-25.

The Whistle Blower Policy has been uploaded on the website of the Company at https://www.visaka.co/assets/website/files/ investors/Vigil-Mechanism-Whistle-Blower-Policy.pdf

General

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iii. No significant or material orders were passed by any regulator or Court or Tribunal which impacts the going concern status and Company’s operations in future.

iv. Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government.

v. 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.

vi. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

vii. 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.

viii. There are no qualification, reservation or adverse remark or disclaimer made by the auditors in their report and by the company secretary in practice in his secretarial audit report.

Your directors further state that

a) The Company has complied with the provisions of constitution of internal complaints committee under the sexual harassment of women at workplace (prevention, prohibition, and redressal) Act, 2013 and

b) During the year under review no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgements

Your directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors, members and other stakeholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

 
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