Vidhi Specialty Food Ingredients Ltd Directors Report

Your Directors are presenting the Thirty-Second Annual Report on the business and operations of your Company together with the Audited Financial Statement for the financial year ended March 31, 2025.

The financial highlights of the Company on standalone basis are as follows:

The financial performance of the Company, during the year under review, is described as follows -

The financial performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

The Company has manufactured 4081 MT of food colours during the financial year 2024–25 as against 4507.19 MT in the previous year. The Dahej plant, which completed its trial run in August 2023 and commenced commercial operations in December 2023, has now completed its first full year of production. The steady operations at the Dahej unit have contributed significantly to the overall output and efficiency of the Company. With this, the capacity enhanced to 675 metric tons per month, as compared to the earlier capacity of 325 metric tons per month, has been effectively leveraged to meet rising demand. The Board continues to strive for a bright future for your Company, with sustained growth in turnover and profitability driven by the expansion of its production facilities.

The Company is engaged in the business of manufacturing and trading in synthetic food colours and chemicals. There was no change in nature of business activity during the year.

Your Directors are pleased to recommend a final dividend of Rs. 1.50/- (Rupees One and fifty paisa Only) per equity share of Rs. 1.00/- each fully paid up (i.e. 150%) for the financial year ended March 31, 2025. The total outflow on account of final dividend will be Rs. 749.18 Lakhs. The dividend payment is subject to the approval of the Members at the ensuing Annual General Meeting (‘AGM) and be paid to the Members whose names appear in the Register of Members/Beneficial Holders as on Record Date fixed for the said purpose. The Board recommended dividend based on the parameters laid down in the Dividend Distribution Policy.

The dividend, if declared at the AGM, would be paid/dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

• whose names appear as beneficial owners as at the end of the business hours on Tuesday, September 17, 2025 in the list of the Beneficial Owners to be obtained from the Depositories, i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/dematerialized mode; and

• whose names appear as Members in the Register of Members of the Company as on Tuesday, September 17, 2025 in respect of the shares held in physical mode.

In line with our focus on enhancing shareholder returns and in view of the Companys strong cash generation and positive growth momentum, the Board of Directors had decided to distribute profits to its Members and accordingly the Board of Directors had declared interim dividend during the financial year 2024-25 as per details given below:

Total dividend pay-out for the year 2024-25 (including final dividend to be declared in the ensuing AGM) is more than doubled to Rs. 5.00/- per equity share of Rs.1.00/- each against Rs.2.00/- per equity share for previous year.

As permitted under the Act, the Board does not propose to transfer any amount to General Reserve and has decided to retain the entire amount of profit for FY 2024-25 in the retained earnings.

Pursuant to the applicable provisions of the Companies Act, 2013 ("the Act"), read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Since last Board Report, the Company has transferred the unclaimed and unpaid dividend amount in IEPF as per details given below:

As per the requirements of the IEPF Rules, the Company has transferred 6,80,670 Equity Shares on which dividends were unclaimed for seven consecutive years. Further, the details of unclaimed dividend and due dates for transfer of unclaimed dividend to IEPF account has been given in Notes to the Notice calling Thirty-Second AGM and are also available on our website, at https://vidhifoodcolors.com/investor-relation/ unclaimed-dividends/

The Company has a Wholly-owned Subsidiary Company namely, Arjun Food Colorants Manufacturing Private Limited, as on March 31, 2025. The Company did not have any Joint Venture or Associate Company during the year under review. During the year under report, no Company became or ceased to be Subsidiary, Joint Ventures or Associate Companies.

Arjun Food Colorants Manufacturing Private Limited did not have any business operation during the year 2024-25. Hence, there was no income from operation. However, the Company has incurred total expenses of Rs. 5.61 lakhs during the year as compared to expenses of Rs. 5.30 lakhs in the previous year. The Loss after tax of the Company during the year was Rs. 5.61 lakhs as compared to Loss after Tax of Rs. 5.30 lakhs in the previous year. Since there was no business income, the said Company has not contributed to the turnover/performance of the Company but due to losses, it has negatively impacted on consolidated profits of the Company.

As required pursuant to first proviso to sub section (3) of section 129 read with Rule 5 of Companies (Accounts)

Rules, 2014, Form AOC-1 forms part of this report, appended as Annexure A

Further, pursuant to the provisions of Section 136 of the Act, the Standalone as well as Consolidated financial statements of the Company along with and all other documents required to be attached thereto and separate audited financial statement in respect of the subsidiary is available on the website of the Company at https://vidhifoodcolors.com/wp-content/uploads/2025/08/report_24_25.pdf

Your Company has not accepted any deposits from the public during the year under review and no deposit was outstanding to be paid. Since there was no such outstanding as on beginning of the financial year, there is no question of payment on account of principal or interest on public deposits arises.

As on the date of this Report, your Company had eight (8) Directors consisting of 4 (Four) Independent Directors, 3 (Three) Executive Directors and 1 (One) Non-Executive Director (Promoter). The said Directors include 2 (Two) Independent Woman Directors, 1 (One) Executive Woman Director and 1 (One) Non- executive Woman Director.

During the financial year 2024-25, following were the changes in Directors / Key Managerial Personnel:

Mrs. Pravina B. Manek (DIN: 00416533), Non-Executive Non-Independent Director of the Company, who retired by rotation in terms of Section 152(6) of the Act was reappointed by the Members at the 31st Annual General Meeting of the Company held on September 24, 2024.

The Members have at the 31st Annual General Meeting held on September 24, 2024 approved the appointment of Mr. Anil Poptalal Udeshi (DIN: 08285657) and Ms. Pranali Prathamesh Govekar (DIN: 10727843) as Independent Directors for a term of five years with effect from August 08, 2024 and reappointment of Mrs. Jyoti S. Modi (DIN: 8699101) as an Independent Director for a second term of five years with effect from March 19, 2025.

Mr. Prafullachandra A. Shah (DIN: 00417022) and Mr. Nirenbhai D. Desai (DIN: 01978382) ceased to be Independent Directors upon completion of their term on September 26, 2024. Mr. Rahul C. Berde (DIN: 06981981) ceased to be an Independent Director upon completion of his term on September 29, 2024. The Board placed on record its appreciation for their contribution and guidance during their tenure as Directors of the Company.

Ms. Vishakha Pandya ceased to be a Company Secretary and Key Managerial Person upon her resignation from the close of March 07, 2025.

Mr. Anupam J Vyas was appointed as a Company Secretary & Compliance Officer (Key Managerial Person) with effect from June 06, 2025.

In terms of the provisions of Section 152(6) of the Act and Articles of Association of the Company, Mrs. Vidhi Harsh Parekh (DIN: 07584061), retires by rotation in the ensuing AGM and, being eligible, has offered himself for re-appointment. A resolution seeking his reappointment forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on September 25, 2025. The Board of Directors recommends her re-appointment to the Members of the Company.

The Board of Directors have at its Meeting held on July 14, 2025 approved the reappointment of Mr. Mihir Bipin Manek (DIN: 00650613) as a Joint Managing Director for a period of five years with effect from July 15, 2025 to July 14, 2030 and Mrs. Vidhi Harsh Parekh (DIN: 07584061) as a Whole time Director for a period of five years with effect from November 01, 2025 to October 30, 2030, subject to approval of shareholders at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149(7) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become Directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act read with the Listing Regulations and that they are independent of the Management.

Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment out lining his role, function, duties and responsibilities. The format of the letter of appointment is available on our website at

Brief resume and other details of the Directors proposed to be re-appointed, as stipulated under the Listing Regulations and Secretarial Standard-2, has been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Annual Report.

Pursuant to the provisions of Section 203 of the Act, following persons are designated as Key Managerial Personnel (KMP) as on March 31, 2025:

• Mr. Bipin Madhavji Manek (DIN: 00416441), Chairman and Managing Director

• Mr. Mitesh Dinesh Manek, Chief Financial Officer

Mr. Anupam J. Vyas (Membership No. A60464) has been appointed as a Company Secretary and Compliance

Officer of the Company with effect from June 06, 2025.

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, formal evaluation of Boards, its Committee and Directors performance is carried out annually. This was designed to ensure, amongst other things, that the Board, its Committees and each Director continue to contribute effectively.

As per Section 134(3)(p) of the Act, a statement indicating the manner in which formal annual evaluation was made by the Board of their performance and that of its Committees and individual Directors, has to be furnished to the Members as part of the Boards Report.

As per provisions of Section 178(2) of the Act, Nomination and Remuneration Committee shall specify the manner for effective evaluation of performance of Board, its Committees and individual Directors to be carried out. Further, the Independent Directors, as part of their mandate under Schedule IV of the Act, need to make an evaluation of performance of the Board, its Committee and constituents of the Board apart from their self- evaluation. Under this process, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in, consolidated and discussed with the Chairman. The evaluation by the Independent Directors has been undertaken at their meeting held on January 20, 2025. The Board of Directors undertook evaluation of Independent Directors at their meeting held on January 20, 2025 and placed on its record that the Independent Directors have the requisite qualification, expertise and track record for performing their duties as envisaged under the Law, and they add value in the decision-making process of the Board.

The criteria for evaluation of performance of Directors, the Board as a whole and the Boards Committee, as specified by Nomination and Remuneration Committee, are summarized in the table given below:

At the time of appointment of Independent Director, through the induction process, he/she is familiarized with the Company, the Directors roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. A presentation is made before the Board Members on the Board Meeting date covering various areas including business, strategy, financial performance and forecast, compliances/regulatory updates, audit reports, risk assessment and mitigation, industry, roles, rights, responsibilities of Independent Directors, etc. The Familiarization Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. All Independent Directors attended the orientation and familiarization programs held during the financial year 2024-25.

The details of training and familiarization programs are available on our website at https://vidhifoodcolors. com/investor-relation/codes-policies/

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed the policy for selection and appointment of Directors including determining qualifications and independence of an Independent Director, Key Managerial Personnel ("KMP"), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website at https://vidhifoodcolors.com/investor- relation/codes-policies/.

We affirm that the remuneration paid to Directors, Senior Management and other employees is in accordance with the remuneration policy of the Company.

The Board of Directors met Four (4) times during the Financial Year under review. The intervening gap between any two meetings was not more than 120 days as prescribed under the Act. Details of the dates of Board Meetings and the attendance of the Directors at the Board Meetings are provided separately in the Report on Corporate Governance.

As on March 31, 2025, the Board had five Committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

The Composition of all the Committees is in line with the requirement of the Act and the Listing Regulations. During the year, all the recommendations made by the Committees were accepted by the Board.

A detailed note on the composition, number and dates of meetings held and attendance of Committee Members for the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee is provided separately in the Report on Corporate Governance and details of Corporate Social Responsibility Committee are provided in this Report under separate heading.

Since net profit of the Company is in excess of Rs. 5 Crores, the provisions of Section 135 of the Act regarding Corporate Social Responsibility became applicable to the Company. The constitution, composition, quorum requirements, terms of reference, role, powers, rights and obligations of CSR Committee are in conformity with the provisions of Section 135 and all other applicable provisions of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other applicable Rules made under the Act.

The CSR Committee comprises of the following Directors as on the date of this Report:

4 (Four) Committee Meetings were held during the financial year under review, on May 29, 2024, August 08, 2024, November 11, 2024 and January 20, 2025. All the Committee Members had attended all such meetings.

During the year under review, the CSR Committee was reconstituted on September 30, 2024. Mr. Prafullachandra Anantlal Shah (DIN: 00417022), Mr. Nirenbhai Dinkerrai Desai (DIN: 01978382) and Mr. Rahul Chakradhar Berde (DIN: 06981981) ceased to be member of the Committee upon they ceased to be Independent Director of the Company upon completion of their respective terms in September 2024. Mrs. Jyoti Sunil Modi (DIN: 08699101) was appointed as a Chairperson of the Committee and Mrs. Pranali Prathamesh Goverkar (DIN: 10727843) and Mr. Anil Popatlal Udeshi (DIN: 08285657) were appointed as Member of the Committee with effect from September 30, 2024.

• formulate and recommend to the Board of Directors (Board), a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act;

• formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy.

• recommend the Board alteration in annual action plan at any time during the financial year with reasonable justification.

• Recommend CSR activities;

• recommend to the Board the amount of expenditure to be incurred on the CSR activities;

• monitor the CSR Policy of the Company from time to time;

• institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company; and

• carry out any other functions as authorized by the Board from time to time or as enforced by statutory/ regulatory authorities.

The CSR Policy of the Company is available on the Companys website at:

https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/4.%20CSR%20Policy.pdf

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure B to this Report.

The Company has a ‘Whistle Blower Policy/‘Vigil Mechanism in place as per Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Companys commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization for whistleblowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

Vigil Mechanism cum Whistle Blower Policy is available on the Companys website at:

https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/13.%20Vigil%20 Mechanism%20Cum%20Whistle%20Blower%20Policy.pdf

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (IndAS) notified under Section 133 of the Act. The Company has received an unmodified opinion in the Auditors Report for the financial year 2024-25.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25 and issue Secretarial Audit Report. Secretarial Audit Report issued by M/s. Hemanshu Kapadia & Associates for the financial year 2024-25 in Form MR-3 forms part of this report and annexed hereto as Annexure C.

The Secretarial Auditor has qualified the Secretarial Audit Report. The observations of the Secretarial

Auditors and the reply of the Management for the same are as under:

On the recommendation of the Audit Committee and the Board, the Members in their Twenty-Ninth AGM had appointed M/s. Bhuta Shah & Co. LLP, Chartered Accountants (Firm Registration No.: 101474W/ W100100), as the Statutory Auditors of the Company to hold office for a term of five consecutive financial years from the conclusion of the Twenty-Ninth AGM of the Company till the conclusion of the Thirty- Fourth AGM to be held for the financial year 2026-27.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved the appointment and remuneration of M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries (FCS: 3477 and C.P. No.: 2285) as Secretarial Auditors of the Company for a term of five consecutive financial years commencing from 2025-26 till financial year 2029-30. The Board has recommended their appointment for approval of the Members at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of Companies (Accounts) Rules, 2014 and on the basis of the recommendation of Audit Committee, the Board of Directors in their meeting held on May 12, 2025 had appointed M/s. Jayesh Kothari & Co., Chartered Accountants, (FRN: 148528W) as the Internal Auditors of the Company for the financial year 2025-26.

The information as per Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo are given in Annexure D to this Report.

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Boards Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2024-25, is appended as Annexure E to the Boards Report.

The names of top ten employees of the Company in terms of remuneration drawn as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2024-25, is appended as Annexure E to the Boards Report.

No Managing Director or Whole-time Director of the Company were paid any remuneration or commission from any of its Subsidiary Company.

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed on website of the Company and which shall be treated as part of this Report. The link is as follows:

https://vidhifoodcolors.com/investor-relation/annual-reports/

During the financial year under review, the Company has not issued:

• any equity shares with differential rights as to dividend, voting or otherwise;

• any equity shares (including sweat equity shares) to employees of the Company under any scheme;

• any sweat equity shares; and

• any other type of shares/securities.

The Companys equity shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The stock code of the Company at BSE is 531717 and the symbol for NSE is VIDHIING.

Management Discussion and Analysis Report for the financial year under review as stipulated under regulation 34 of the Listing Regulations is set out in a separate section forming part of the Annual Report.

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated under the Listing Regulations. A separate Report on Corporate Governance is enclosed as a part of the Annual Report along with the Certificate from the Practicing Company Secretary on Corporate Governance.

As stipulated under section 134(3)(c) read with Section 134(5) of the Act, your Directors hereby state and confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable accounting standards have been followed and that there are no material departures from the same;

b) they 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 ended on March 31, 2025 and of the profit of the Company for that 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 for the Company and such internal financial controls are adequate and operating effectively during the financial year ended March 31, 2025; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and

such systems are adequate and operating effectively during the financial year ended March 31, 2025.

During the financial year under review, the Company has not entered into any contracts/arrangements/ transactions with related parties which could be considered material in accordance with the Companys Policy on materiality of related party transactions. All contracts/arrangements/transactions entered into by the Company during the financial year under review with related parties were in the ordinary course of business and on an arms length basis but not material in nature. Accordingly, the disclosure of related party transactions to be provided under Section 134(3)(h) of the Act in Form AOC–2 is not applicable.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 27 of the Financial Statement.

The Companys Policy on Materiality of related party transactions and dealing with related party transactions is available on the Companys website at:

https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/11.%20Policy%20on%20 Related%20Party%20Transactions.pdf

During the year under Report, the Company has not given any loan, except, loan to employees and loan to Wholly-owned Subsidiary Company for working capital, or given guarantee or provided securities as covered under Section 186 of the Act. Further, the Company has not made any fresh investment during the year.

However, the investment made in previous years in the Subsidiary Company is continuing.

The details of loan given and Investment made by the Company have been given in note no. 5 of the Financial Statement.

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Companys capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Companys operating environment and they emerge on a regular basis. The Companys Risk Management process focuses on ensuring that these risks are identified on a timely basis and addressed.

The Risk Management Committee (‘RMC) of the Board provides oversight and sets the tone for implementing the Enterprise Risk Management ("ERM") framework across the organization. It reviews the status of key risks, progress of ERM implementation across locations and any exceptions as flagged to it, on periodic basis. The Committee oversees enterprise risk management framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

During the year under Report, the Company is keeping track to proactively manage risks and ensure health and safety of employees, while simultaneously ensuring growing business operation without any interruption.

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. The Companys internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and the same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Companys internal control system including internal financial controls.

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Policy is gender neutral.

We are pleased to inform you that no complaints pertaining to sexual harassment were received during the Financial Year 2024-25 and pending as on March 31, 2025.

The Company has complied with the provisions of the Maternity Benefit Act, 1961.

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company

Secretaries of India and notified by the Central Government.

As per Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records is not mandated for the products manufactured by the Company.

The Listing Regulations mandate the inclusion of the Business Responsibility and Sustainability Reporting (BRSR) from 2022-23 in lieu of the Business Responsibility Report (BRR) as part of the Annual Report for the top 1,000 listed entities based on market capitalization. Since your Company falls under Top 1,000 Companies by Market Cap, Pursuant to Regulation 34(2)(f) of the Listing Regulations and SEBI circular no. SEBI/LAD-NRO/ GN/2021/22 dated May 5, 2021, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators.

The BRSR in the format prescribed by SEBI is annexed to the Annual Report as Annexure F.

Also, a detailed BRSR Report describing various initiatives, actions and process of the Company towards the ESG endeavor can be accessed at https://vidhifoodcolors.com/investor-relation/annual-reports/

The Company has formulated a Dividend Distribution Policy as required under regulation 43A of the Listing Regulations. The said Policy is uploaded on the Companys website. The weblink of the same is as follows:

https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/18.%20Dividend%20 Distribution%20Policy.pdf

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

a) 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;

b) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act);

c) The details of application made and proceeding pending under the Insolvency and Bankruptcy Code, 2016;

d) 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;

e) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future; and

f) Details in respect of frauds reported by the Auditors under section 143(12) other than those which are reportable to the Central Government, as there were no such frauds reported by the Auditors.

Your Board wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the Government Authorities, Bankers, Customers, Employees and Members during the year under review and look forward to their continued support.