Vital Chemtech Ltd Directors Report

2 excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs

The composion of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulaon 15(2) of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 ("Lisng Regulaons"), the Company is exempted from the requirement of having composion of Board as per Regulaon 17 of Lisng Regulaons.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under secon 165 of the Companies Act, 2013.

The Board of the Company regularly meets to discuss various Business opportunies. Addional Board meengs are convened, as and when required to discuss and decide on various business policies, strategies and other businesses. During the year under review, Board of Directors of the Company met 23 (Twenty three) mes as on May 7,2022; May 20,2022; May 28, 2022; June 03, 2022; June 13, 2022; June 20, 2022; June 27, 2022; June 28, 2022; July 1, 2022; July 12, 2022, September 15, 2022; October 28, 2022; October 31,2022; November 09, 2022; November 14, 2022; November 21, 2022 November 22, 2022; December 15, 2022; January 12, 2023; January 17, 2023; February 22, 2023; March 13, 2023 and March 30, 2023.

The details of a_endance of each Director at the Board Meengs are given below:

The gap between two consecuv e meengs was not more than one hundred and twenty days as provided in secon 173 of the Act.

In terms of Secon 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter Non-Execuv e Independent Directors in line with the act. The Company has received necessary declaraon from each Independent Director under Secon 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Secon 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeng of Independent Directors was held on March 30, 2023 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quanty and meliness of flow of informaon between Company management and Board.

During the year under review, there was following change in constuon of the Board of Directors of the Company.

Changes in Board Composion during the financial year 2022-23 and up to the date of this report is furnished below:

Mr. Vipul Bha_ (DIN:06716658) Managing director of the company has given his consent to elect as chairman of the board of directors of the company w.e.f. June 28, 2022 in accordance with Arcle No. 182 of the Arcle of Associaon of the company. Approval of members was taken in the 1st AGM held on August 22, 2022 for Change in designaon of Mr. Vipul Bha_ from Non-Execuv e Director to Chairman and managing director of the company for a period of ve (5) years up to June 27, 2027, liable to rer e by rotaon.

ii. In the Board Mee_ng held on June 03, 2022:-

On the recommenda on of the Board of Directors, Mr. Hetalkumar Jayan lal Shah (DIN:07457701) and Mr. Deepakkumar Kushalchandra Chaubisa (DIN:09629889) was appointed as an Addional Non-execuv e Independent Director with effect from June 03, 2022. Approval of members was taken in the 1st AGM held on August 22, 2022 for Regularizaon cum appointment of Mr. Hetalkumar Jayan lal Shah (DIN:07457701) and Mr. Deepakkumar Kushalchandra Chaubisa (DIN:09629889) as an Independent Director of the Company.

b) Refirement by rota_on and subsequent re-appointment. i. Mr. Jay Bha_ (DIN: 09363173), Wholeme Director, is liable to rer e by rotaon at the ensuing Annual General Meeng , pursuant to Secon 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Quali caon of Directors) Rules, 2014 (including any statutory modi caon(s) or re-enactment(s) thereof for the me being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related informaon has been detailed in the Noce convening the ensuing AGM of the Company.

The relevant details, as required under Regulaon 36 (3) of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 ("SEBI Lisng Regulaons") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Noce convening the 2nd Annual General meeng.

In accordance with Secon 203 of the Companies Act, 2013, the Company has Mr. Vipul Bha_ who is acng as Chairman and Managing Director of the Company. Ms. Ketki Ajay Oza and Mr. Utsav Sudhir Trivedi are acng as Chief Financial Officer and Company Secretary respecv ely. - Ms. Ketki Ajay Oza was appointed as Chief Financial Officer and categorized as key managerial personnel of the Company with effect from June 03, 2022 - Ms. Puja Paras Mehta was appointed as Company Secretary and Compliance Officer as on June 28, 2022 and resigned from the posion with effect from the end of the business hours on November 21, 2022.

- Mr. Utsav Sudhir Trivedi was appointed as Company Secretary and Compliance Officer and categorized as key managerial personnel of the Company with effect from November 22, 2022

During the year, there was no change in Registered O ce of the Company.

The Board of Directors has carried out an annual evaluaon of its own performance, board commi_ees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements) Regulaons, 2015 in the following manners;

The performance of the board was evaluated by the board, a er seeking inputs from all the directors, on the basis of the criteria such as the board composion and structure, e ecv eness of board processes, informaon and funconing etc.

The performance of the commi_ees was evaluated by the board a er seeking inputs from the commi_ee members on the basis of the criteria such as the composion of commi_ees, e ecv eness of commi_ee meengs, etc.

The board and the nominaon and remuneraon commi_ee reviewed the performance of the individual directors on the basis of the criteria such as the contribuon of the individual director to the board and commi_ee meengs like preparedness on the issues to be discussed, meaningful and construcv e contribuon and inputs in meengs, etc.

In addion, the chairman was also evaluated on the key aspects of his role.

Separate meeng of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of execuv e directors and non-execuv e directors. Performance evaluaon of independent directors was done by the enr e board, excluding the independent director being evaluated.

Pursuant to secon 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, con rm that:

a) In preparaon of annual accounts for the year ended March 31, 2023, the applicable accounng standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounng policies and applied them consistently and made judgments and esma tes that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounng records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for prevenng and detecng fraud and other irregularies;

d) The Directors had prepared the annual accounts for the year ended March 31, 2023 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operang e ecv ely; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operang e ecv ely.

The Board of Directors, in line with the requirement of the act, has formed various commi_ees, details of which are given hereunder.

The Company has formed audit commi_ee is formed in its Board Meeng held on June 20, 2022 in line with the provisions Secon 177 of the Companies Act, 2013. Audit Commiuee meeng is generally held for the purpose of recommending the half yearly and yearly financial result. Addional meeng is held for the purpose of reviewing the specific item included in terms of reference of the Commiuee. During the year under review, Audit Commiuee met (Six) mes viz on; July 01,2022, July 12, 2022, October 28, 2022, November 14, 2022; February 22, 2023 and March 30, 2023.

The composion of the Commiuee and the details of meengs a_ended by its members are given

below:

The Statutory Auditors of the Company are invited in the meeng of the Commiuee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeng. Recommendaons of Audit Commiuee, wherever/whenever given, have been accepted by the Board of Directors.

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violaon of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against vicmiz aon of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Commiuee in exceponal cases. The funconing of vigil mechanism is reviewed by the Audit Commiuee from me to me. None of the Whistle blowers has been denied access to the Audit Commiuee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.vitalgroup.co.in.

The Company has constut ed Stakeholders Grievance & Relaonship Commiuee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Cer c ates; Non-receipt of Annual Report; Dividend Warrants; etc. The Board of Directors of our Company has, in pursuance to provisions of Secon 178 of the Companies Act, 2013, or any subsequent modi caon(s) or amendment(s) thereof in its Meeng held on June 20, 2022 constut ed Stakeholders Relaonship Commiuee. During the year under review, Stakeholders Grievance & Relaonship Commiuee met 1 (one) me viz on February 22, 2023

The composion of the Commiuee and the details of meengs a_ended by its members are given

below:

The Company Secretary of the company present in all meengs of Stakeholders Grievance & Relaonship Commiuee held during the year.

Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2023.

The Board of Directors of our Company has, in pursuance to provisions of Secon 178 of the Companies Act, 2013, or any subsequent modi caon(s) or amendment(s) thereof in its Meeng held on June 20, 2022 constut ed Nominaon and Remuneraon Commiuee. Nominaon and Remuneraon Commiuee meengs are generally held for idenf ying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, Nominaon and Remuneraon Commiuee met 3 (Three) mes, viz on; June 28, 2022 November, 22, 2022 and March 30 2023.

The composion of the Commiuee and the details of meengs a_ended by its members are given

below:

Nominaon and Remuneraon Policy in the Company is designed to create a high performance culture. It enables the Company to a_ract mov ated and retained manpower in compev e market, and to harmonize the aspiraons of human resources consistent with the goals of the Company. The Company pays remuneraon by way of salary, benefits, perquisites and allowances to its Execuv e Directors and Key Managerial Personnel. Annual increments are decided by the Nominaon and Remuneraon Commiuee within the salary scale approved by the members and are e ecv e from April 1, of each year.

The Nominaon and R emuneraon P olicy, as adopted by the Board of Directors, is placed on the website of the Company at www.vitalgroup.co.in

The details of remuneraon paid during the financial year 2022-23 to directors of the Company is provided in Form MGT-7 available at website of the Company, i.e. www.vitalgroup.co.in .

The company has not accepted any deposits from the public. Hence, the direcv es issued by the Reserve Bank of India & the Provision of Secon 73 t o 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Details of Loans, Guarantees, Investments and Security covered under the provisions of Secon 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Pursuant to Secon 92(3) read with Secon 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website on h_ps://www.vitalgroup.co.in/investors.html.

All the Related Party Transacons entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. No material significant Related Party Transacons (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related pares which may have a potenal conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transacons as required under Secon 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Commiuee is obtained on yearly basis for the transacons which are of a foreseen and repev e nature. The transacons entered into pursuant to the omnibus approval so granted were placed before the Audit Commiuee and the Board of Directors for their approval on quarterly basis.

The details of the related party transacons for the financial year 2022-23 is given as Annexure B and in notes of the financial statements which are part of Annual Report. The Policy on Related Party Transacons as approved by the Board of Directors is available on the website of the Company at www.vitalgroup.co.in

There are no material changes and commitments, a ecng the financial posion of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2023 to the date of this Report.

The rao of the remuneraon of each director to the median of employees remuneraon as per Secon 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-C.

As on 31st March, 2023, the Company has two subsidiaries namely M/s. Vital Alkoxides Private Limited and Vital Synthesis Limited (formerly knows as Vital Synthesis Private Limited).

A statement containing the salient features of the financial statements including the highlights of performance of Companys subsidiary is given in Form AOC-1 is a_ached to this Report as

In terms of Secon 136 of the Act, the said annexure is open for inspecon in electronic mode for Members. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

To foster a posiv e workplace environment, free from harassment of any nature, we have instuonaliz ed the An-Se xual Harassment Inia v e (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discreon and guarantees non-retaliaon to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Commiuee (ICC) for redressal of Complaints.

During the financial year 2022-23, the Company has received nil complaints on sexual harassment, out of which nil complaints have been disposed o and nil complaints remained pending as of March 31, 2023.

A well-de ned risk management mechanism covering the risk mapping and trend analysis, risk exposure, potenal impact and risk mig aon process is in place. The objecv e of the mechanism is to minimize the impact of risks iden ed and taking advance acons to mig ate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to idenf y, evaluate, monitor and manage both business and non-business risks.

In its endeavor towards conservaon of energy, the Company ensures opmal use of energy, avoid wastages and conserve energy as far as possible.

The Company has not carried out any research and development acvies.

Foreign Exchange Earnings & Outgo during the year are as under: Earning Rs. 423.18 lakhs Outgo Rs. 7873.86 lakhs

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Instut e of Company Secretaries of India and that such systems are adequate and operang e ecv ely. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Instut e of Company Secretaries of India, New Delhi.

The Company has an e ecv e internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposion. The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Commiuee.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operaons of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporng was observed.

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulaon 15(2) of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 the Company is not required to mandatorily comply with the provisions of certain regulaons of the SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the informaon are provided in this report under relevant heading.

In terms of Regulaon 34, and Schedule V of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate secon forming part of this Annual Report as Annexure D.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Secon 135(9) of the Companies Act, 2013, where the amount to be spent under Corporate Social Responsibility (CSR) by a company does not exceed y lakh rupees, the requirement under Secon 135(1) for constuon of the Corporate Social Responsibility Commiuee is not applicable and the funcons of such c ommi_ee provided under Secon 135 of the Act, are discharged by the Board of Directors of the Company. Further, requirement for CSR is applicable to your Company from financial year 2022-23. The funcon of CSR Commiuee is discharged by the Board under the provisions of Secon 135(9) of the Act. Accordingly, the Board has approved the Corporate Social Responsibility (CSR) Policy. CSR Policy is available on the website of the Company at www.vitalgroup.co.in CSR Report is part of Annual report as Annexure -E.

The Companys auditors, Abhishek Kumar & Associates., Chartered Accountants ("Statutory Auditor"), having their officeat 401, Silicon Tower, Above Freezeland Restaurant Nr. Naonal Handloom Law Garden, Navrangpura, Ahmedabad-09, India and FRN: 130052W, were appointed as Statutory Auditor for a term of 5 years in the 1st Annual general meeng of the Members of the Company held on August 22, 2022.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Secon 134 of the Companies Act, 2013. The Auditors Report to the Members for the financial year under review does not contain any quali caons, reservaons, adverse remarks or disclaimer.

Pursuant to Secon 138 of Companies Act 2013, the Company had appointed M/S. Ravi V. Patel & Co, Chartered Accountants (FRN: 134309W), as an Internal Auditor of the Company for the financial year 2022-23 in their Board Meeng held on 22nd February, 2023.

The Auditors of the Company have not reported any fraud as specified under Secon 143(12) of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of the Company, in their meeng held on August 28, 2023, on the recommendaon of the Audit Commi_ee, have appointed M/s. R J & Associates, Cost Accountants, Ahmedabad (Firm Registraon No.: 004690) as the Cost Auditor of the Company to audit the cost records of the Company for the financial year 2023-24. Further, as per Secon 148 of the Companies Act, 2013, the remuneraon payable to the Cost Auditor is required to be ra ed at the ensuing Annual General Meeng.

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of the Company, in their meeng held on August 28, 2023, on the recommendaon of the Audit Commi_ee, have appointed M/s. R J & Associates, Cost Accountants, Ahmedabad (Firm Registraon No.: 004690) as the Cost Auditor of the Company to audit the cost records of the Company for the financial year 2023-24. M/s. R J & Associates, have con rmed that they are free from disquali caon specified under Secon 141(3) and proviso to Secon 148(3) read with Secon 141(4) of the Act and that their appointment meets the requirements of Secon 141(3)(g) of the Act. They have further con rmed their independent status and an arms length relaonship with the Company. Further, as per Secon 148 of the Companies Act, 2013, the remuneraon payable to the Cost Auditor is required to be ra ed at the ensuing Annual General Meeng.

The Company has maintained cost accounts and records in accordance with provisions of Secon 148 of the Companies Act, 2013 and rules thereof.

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacng the going concern status of the Company and its operaons in future.

The details of lig aon of relevant ma_ers are disclosed in the Auditors Report and Financial Statements which forms part of this Annual Report.

During the period under review no corporate insolvency resoluon process is inia ted against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

Pursuant to the provisions of Secon 204 of the Act read with The Companies (Appointment and Remuneraon of Manag erial Personnel) Rules, 2014, your Company has appointed M/s. SCS and Co. LLP, Praccing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure F to this Report.

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Educaon and Protecon Fund (IEPF).

As per Regulaon 46 of SEBI (LODR) Regulaons, 2015, the Company has maintained a funconal website namely www.vitalgroup.co.in/investors.html containing basic informaon about the Company. The website of the Company is also containing informaon like Policies, Financial Results, Annual Reports and informaon of the designated o cials of the Company who are responsible for assisng and handling investor grievances for the benefit of all stakeholders of the Company.

Your Directors state that the Company has made disclosures in this report for the items prescribed in secon 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and lisng regulaons, to the extent the transacons took place on those items during the year. Your Directors further state that no disclosure or reporng is required in respect of the following items as there were no transacons on these items during the year under review; (I) Issue of Equity Shares with differenal rights as to dividend, vong or otherwise; (ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iii) There is no revision in the Board Report or Financial Statement; (iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operaons in future;

Your Directors wish to place on record their sincere appreciaon for significant contribuons made by the employees at all levels through their dedicaon, hard work and commitment during the year under review.

The Board places on record its appreciaon for the support and co-operaon your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operaon with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authories and Stock Exchanges, for their connued support.